{"id":40703,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-savings-plan-time-warner.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-savings-plan-time-warner","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-savings-plan-time-warner.html","title":{"rendered":"Supplemental Savings Plan – Time Warner"},"content":{"rendered":"

Time Warner<\/strong><\/u>Supplemental Savings
\nPlan<\/strong><\/u>(Effective January 1, 2011)<\/strong><\/p>\n

\n

\n

Time Warner<\/strong><\/u>
\nSupplemental Savings Plan<\/strong><\/u>TABLE OF
\nCONTENTS<\/strong><\/u><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\nPage<\/strong><\/td>\n<\/td>\n<\/tr>\n
ARTICLE I. ESTABLISHMENT AND PURPOSE<\/strong><\/td>\n<\/td>\n<\/td>\n1<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

1.1 Establishment of the Plan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.2 Description and Purpose of the Plan<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

1.3 Effective Date<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
ARTICLE II. DEFINITIONS<\/strong><\/td>\n<\/td>\n<\/td>\n1<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.1 Definitions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

1<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

2.2 Gender and Number<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

4<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
ARTICLE III. ELIGIBILITY AND PARTICIPATION<\/strong><\/td>\n<\/td>\n<\/td>\n5<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

3.1 Participation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

3.2 Continued Participation<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
ARTICLE IV. DEFERRALS<\/strong><\/td>\n<\/td>\n<\/td>\n5<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

4.1 Participant Deferral Election<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

5<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4.2 Crediting of Company Deferrals<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

7<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4.3 Cancellation of Deferral Election<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4.4 Form of Payment of Deferred Amounts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

4.5 Vesting<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

8<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
ARTICLE V. SUPPLEMENTAL SAVINGS ACCOUNTS<\/strong><\/td>\n<\/td>\n<\/td>\n9<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.1 Supplemental Savings Account<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

9<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.2 Hypothetical Investment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.3 Investment Direction<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.4 Changes in Investment Direction<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

10<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.5 Manner of Hypothetical Investment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.6 Participant Assumes Risk of Loss<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

5.7 Statement of Account<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
ARTICLE VI. PAYMENT OF DEFERRED AMOUNTS<\/strong><\/td>\n<\/td>\n<\/td>\n11<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

6.1 Payment of Deferred Amounts<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

6.2 Payment to Beneficiary or Estate in the Event of Death<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

11<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

6.3 Unforeseeable Emergency<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

12<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

6.4 Incapacity<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

6.5 Rehire of Inactive Participant<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
ARTICLE VII. ADMINISTRATION<\/strong><\/td>\n<\/td>\n<\/td>\n13<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.1 The Administrative Committee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

13<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.2 The Benefits Officer; Appointment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.3 Delegation of Duties<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.4 Benefits Officer; Plan Administrator<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.5 Investment Committee<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

15<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.6 Indemnification<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

7.7 Expenses of Administration<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– i –<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\nPage<\/strong><\/td>\n<\/td>\n<\/tr>\n
ARTICLE VIII. CLAIMS REVIEW PROCEDURE<\/strong><\/td>\n<\/td>\n<\/td>\n16<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.1 Participant or Beneficiary Request for Claim<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

8.2 Insufficiency of Information<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

8.3 Request Notification<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

16<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

8.4 Extensions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

8.5 Claim Review<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

8.6 Time Limitation on Review<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

8.7 Special Circumstances<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

17<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

8.8 Legal Actions<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

18<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
ARTICLE IX. AMENDMENT AND TERMINATION<\/strong><\/td>\n<\/td>\n<\/td>\n18<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.1 Amendments<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

18<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.2 Termination or Suspension<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

18<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

9.3 Participants’ Rights to Payment<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

18<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
ARTICLE X. PARTICIPATING COMPANIES<\/strong><\/td>\n<\/td>\n<\/td>\n19<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.1 Adoption by Other Entities<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
ARTICLE XI. GENERAL PROVISIONS<\/strong><\/td>\n<\/td>\n<\/td>\n19<\/strong><\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

11.1 Participants’ Rights Unsecured<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

11.2 Non-Assignability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

11.3 No Rights Against the Company<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

11.4 Withholding<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

11.5 No Guarantee of Tax Consequences<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

19<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

11.6 Severability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

11.7 No Individual Liability<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

11.8 Applicable Law<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
\n

11.9 Compliance with Section 409A of the Code<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

20<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– ii –<\/p>\n

\n

Time Warner<\/strong><\/u>Supplemental Savings
\nPlan<\/strong><\/u>ARTICLE I. ESTABLISHMENT AND PURPOSE<\/strong><\/u><\/p>\n

1.1 Establishment of the Plan<\/u>. Time Warner Inc. hereby adopts this
\nPlan, which shall be known as the Time Warner Supplemental Savings Plan. 1.2
\nDescription and Purpose of the Plan<\/u>. This Plan is intended to constitute
\na non-qualified deferred compensation plan that, in accordance with ERISA
\nSections 201(2), 301(a)(3) and 401(a)(1), is unfunded and established primarily
\nfor the purpose of providing deferred compensation for a select group of
\nmanagement or highly compensated employees who earn compensation in excess of
\nthe Code Section 401(a)(17) limits on compensation eligible for deferral under a
\nqualified retirement plan. 1.3 Effective Date<\/u>. This Plan is effective as
\nof January 1, 2011. ARTICLE II. DEFINITIONS<\/strong><\/u> 2.1
\nDefinitions<\/u>. Whenever used herein, the following terms shall have the
\nmeanings as provided for herein, unless otherwise expressly provided herein or
\nunless a different meaning is plainly required by the context, and when the
\ndefined meaning is intended, the term is capitalized: (a) “Administrative
\nCommittee<\/u>” means the Administrative Committee as provided for herein. (b)
\n“Affiliate<\/u>” means any entity affiliated with the Company within the
\nmeaning of Code Section 414(b), with respect to controlled groups of
\ncorporations, Section 414(c) with respect to trades or businesses under common
\ncontrol with the Company, and Section 414(m) with respect to affiliated service
\ngroups, and any other entity required to be aggregated with the Company pursuant
\nto regulations under Section 414(o) of the Code. (c) “Assistant Benefits
\nOfficer<\/u>” means the Assistant Benefits Officer as provided for herein. (d)
\n“Beneficiary<\/u>” means the person or persons designated from time to time by
\na Participant or Inactive Participant, by notice to the Benefits Officer, to
\nreceive any benefits payable under the Plan after his or her death, which
\ndesignation has not been revoked by notice to the Benefits Officer at the date
\nof the Participant’s or Inactive Participant’s death. Such notice shall be in a
\nform as required by the Benefits Officer or acceptable to such officer which is
\nproperly completed and delivered to the Benefits Officer or such officer’s
\ndesignee. Notice to the Benefits Officer shall be deemed to have been given when
\nit is actually received by or on behalf of such officer.<\/p>\n

\n

(e) “Benefits Officer<\/u>” means the Benefits Officer as provided for
\nherein. (f) “Board<\/u>” means the Board of Directors of the Company or a
\ncommittee thereof authorized to act in the name of the Board. (g) “Change in
\nControl<\/u>” means there is a change in the ownership or effective control of
\nthe relevant Company or in the ownership of a substantial portion of the assets
\nof the relevant Company as defined under, and as determined in accordance with,
\nTreasury Regulation \u00a7 1.409A-3(i)(5) and any other applicable guidance issued
\nunder Code Section 409A. For purposes of this Plan, in order for a Change in
\nControl to have occurred with respect to a Participant, the relevant Company is
\ndetermined for each Participant under Treasury Regulation \u00a7 1.409A-3(i)(5)(ii)
\nand any other applicable guidance issued under Code Section 409A. (h)
\n“Code<\/u>” means the Internal Revenue Code of 1986, as amended. (i)
\n“Company<\/u>” means Time Warner Inc. or any successor thereto. (j)
\n“Company Discretionary Deferral<\/u>” means the deferrals, if any, credited to
\nParticipants’ Supplemental Savings Accounts in accordance with Section 4.2(b).
\n(k) “Company Matching Deferral<\/u>” means the deferrals credited to
\nParticipants’ Supplemental Savings Accounts in accordance with Section 4.2(a).
\n(l) “Compensation<\/u>” means the Participant’s “Compensation,” paid by an
\nEmploying Company, as defined in the Qualified Plan, determined without regard
\nto the Compensation Limit, and without regard to any deferrals or the foregoing
\nof compensation under this or any other plan of deferred compensation maintained
\nby the Employing Company. Notwithstanding anything to the contrary herein, the
\nBenefits Officer may amend the definition of “Compensation” to include
\nadditional items of compensation; provided, however, that any such amendment
\nmust be adopted by the Benefits Officer prior to the beginning of the Plan Year
\nin which the compensation is otherwise to be earned or at such other time(s)
\npermitted under Code Section 409A (such as prior to the time of the Eligible
\nEmployee’s initial eligibility) so as to allow for a deferral of such
\ncompensation in accordance with Code Section 409A. (m) “Compensation
\nLimit<\/u>” means the compensation limit of Section 401(a)(17) of the Code, as
\nadjusted under Section 401(a)(17)(B) of the Code for increases in the cost of
\nliving. (n) “Disability<\/u>” means a permanent and total disability as
\ndetermined by the Social Security Administration or any disability for which a
\nParticipant is receiving monthly benefits under the provisions of the Time
\nWarner Long Term Disability Plan or, in the case of an employee covered by a
\nlong term disability plan of an Affiliate, under the provisions of such plan,
\nwhichever shall occur first. (o) “Eligible Employee<\/u>” means an Employee
\nwho is otherwise eligible for participation in the Qualified Plan; provided,
\nhowever, that an Employee who is not employed at a U.S. location of an Employing
\nCompany is not eligible for this Plan even if such Employee is<\/p>\n

– 2 –<\/p>\n

\n

compensated through a U.S. payroll. For purposes of Section 4.1(f), an
\n“Eligible Employee” includes an Employee eligible for additional Compensation
\npayments for which a deferral election may be made thereunder, without regard to
\nwhether such Employee is eligible for participation in the Qualified Plan. (p)
\n“Employee<\/u>” means an “Employee” as defined in the Qualified Plan. (q)
\n“Employing Company<\/u>” means the Company and each Affiliate which has been
\nauthorized by the Benefits Officer to participate in the Plan and has adopted
\nthe Plan. When the term “Company” is used with respect to an individual
\nParticipant, it shall refer to the specific Employing Company at which the
\nParticipant is employed, unless otherwise required by the context. (r)
\n“ERISA<\/u>” means the Employee Retirement Income Security Act of 1974, as
\namended. (s) “Excess Compensation<\/u>” means the Compensation otherwise
\npayable to an Eligible Employee in excess of the Compensation Limit (or such
\nother higher dollar limitation as may be set by the Benefits Officer in his or
\nher sole discretion for any Plan Year). (t) “Inactive Participant<\/u>” means
\na Participant who had previously deferred amounts credited to a Supplemental
\nSavings Account and such Participant is no longer eligible to participate
\nhereunder, including due to a Benefits Officer designation of his or her
\nineligibility for a future Plan Year or a Separation From Service with the
\nCompany and any Affiliate, in either case where the individual’s Supplemental
\nSavings Account has not been fully distributed. (u) “Investment
\nCommittee<\/u>” means the Investment Committee as provided for herein. (v)
\n“Investment Direction<\/u>” means a Participant’s or an Inactive Participant’s
\ndirection to the recordkeeper of the Plan, in the form and manner prescribed by
\nthe Benefits Officer, in accordance with directions made by telephone, through
\nthe intranet of the applicable Employing Company or through the Internet,
\ndirecting which Investment Funds will be credited with his or her deferrals and
\ntransfers of all or part of the deferred amounts and any earnings thereon from
\nother Investment Funds and certain employment agreements, as provided for
\nherein. (w) “Investment Funds<\/u>” means those hypothetical targeted
\ninvestment options, as determined from time to time by the Investment Committee
\nas measurements of the rate of return to be credited to (or charged against)
\nParticipants’ Supplemental Savings Accounts. (x) “Matched Deferrals<\/u>”
\nmeans the pre-tax deferrals of Excess Compensation made by a Participant under
\nthis Plan in accordance with Section 4.1(a). (y) “Participant<\/u>” means any
\nEligible Employee who is eligible to participate in the Plan in accordance with
\nArticle III. Except for those provisions related to deferral opportunities,
\nreferences herein to a Participant shall be deemed to include references to
\nInactive Participants, unless otherwise required by the context.<\/p>\n

– 3 –<\/p>\n

\n

(z) “Plan<\/u>” means this Plan, the Time Warner Supplemental Savings Plan,
\nas provided for herein and as it may be amended from time to time. (aa)
\n“Plan Year<\/u>” means the calendar year. (bb) “Qualified Plan<\/u>” means
\nthe Time Warner Savings Plan, as amended from time to time. (cc) “Separation
\nFrom Service<\/u>” means termination of employment with the Employing Company or
\nan Affiliate that also constitutes a “separation from service” under Section
\n409A(a)(2)(A)(i) of the Code and the regulations thereunder; provided, however,
\nthat for purposes of determining the controlled group of entities in connection
\nwith a Separation From Service, under Treas. Reg. Section 1.409A-1(h)(3), the
\ndetermination shall be made using a common control ownership threshold of “at
\nleast 50%” ownership, rather than “at least 80%” ownership. For purposes of this
\nPlan, a “Separation From Service” occurs on the first day of the seventh month
\nfollowing the date a Participant first begins a disability leave of absence. For
\nthis purpose, a disability leave of absence refers to a leave due to the
\nParticipant’s inability to perform the duties of his or her position of
\nemployment or any substantially similar position of employment by reason of any
\nmedically determinable physical or mental impairment that can be expected to
\nresult in death or can be expected to last for a continuous period of not less
\nthan six months. (dd) “Service Period<\/u>” means a period of at least 12
\nmonths with respect to which Performance-Based Compensation is otherwise
\ndetermined and payable. (ee) “Supplemental Savings Account<\/u>” means the
\nseparate account established under Article V of the Plan for each Participant
\nand Inactive Participant representing amounts deferred by or for the benefit of
\na Participant pursuant to Article IV, together with credited earnings (or
\nlosses) that reflect the Investment Funds applicable with respect to each
\nParticipant’s deferred amounts. (ff) “Unmatched Deferrals<\/u>” means the
\npre-tax deferrals made by a Participant under this Plan in accordance with
\nSection 4.1(b). (gg) “Valuation Date<\/u>” means, with respect to the
\nInvestment Funds, each business day when the New York Stock Exchange is open or
\nany other date designated from time to time by the Benefits Officer for
\ndetermining the value of a Participant’s Supplemental Savings Account for any
\nspecified purpose under the Plan, including the determination of amounts
\navailable for unforeseeable emergency withdrawals or other distributions on
\naccount of Separation From Service, death, or any reason otherwise allowed under
\nthe Plan. 2.2 Gender and Number<\/u>. Except when otherwise indicated by the
\ncontext, any masculine terminology used herein also shall include the feminine
\nand the feminine shall include the masculine, and the use of any term herein in
\nthe singular may also include the plural and the plural shall include the
\nsingular.<\/p>\n

– 4 –<\/p>\n

\n

ARTICLE III. ELIGIBILITY AND PARTICIPATION<\/strong><\/u><\/p>\n

3.1 Participation<\/u>. Subject to Section 3.2, an Eligible Employee shall
\nbecome a Participant in the Plan if, with respect to any Plan Year, the Eligible
\nEmployee earns Compensation during the Plan Year in excess of the Compensation
\nLimit (or such other higher dollar limitation as may be set by the Benefits
\nOfficer in his or her sole discretion for that Plan Year before the beginning of
\nsuch Plan Year), and the Eligible Employee elects to defer a portion of such
\nExcess Compensation at such time and in such manner as determined by the
\nBenefits Officer pursuant to Article IV. In addition, an Eligible Employee shall
\nbecome a Participant in the Plan if, with respect to a Plan Year, the Eligible
\nEmployee elects a deferral of special Compensation payments under Section 4.1(f)
\nor has a Company discretionary deferral amount credited to his or her
\nSupplemental Savings Account under Section 4.2(b). To become a Participant in
\nthis Plan, each Eligible Employee must also complete such other forms or
\napplications as required by the Benefits Officer. 3.2 Continued
\nParticipation<\/u>. Once an Eligible Employee becomes a Participant, he or she
\nshall continue to be eligible to participate for all future years until his or
\nher Separation From Service or death or unless and until the Benefits Officer
\nshall designate that individual or the individual’s Employing Company as
\nineligible to participate for a future Plan Year or the Employing Company elects
\nnot to continue to participate in the Plan with respect to its employees for a
\nfuture Plan Year. If a Participant becomes ineligible to participate for future
\ndeferrals under this Plan, he or she shall become an Inactive Participant and
\nretain all the rights described under this Plan with respect to deferrals
\npreviously made while an active Participant. ARTICLE IV.
\nDEFERRALS<\/strong><\/u> 4.1 Participant Deferral Election<\/u>. Subject to the
\nconditions as provided for in this Plan, a Participant may elect to defer
\namounts hereunder as follows: (a) Matched Deferrals<\/u>. An Eligible Employee
\nmay elect to defer Matched Deferrals under this Plan in whole percentages up to
\nsix percent (6%) of that portion of his or her Excess Compensation that does not
\nexceed an amount equal to $500,000 less the then applicable Compensation Limit.
\n(b) Unmatched Deferrals<\/u>. An Eligible Employee may elect to defer
\nUnmatched Deferrals under this Plan in whole percentages up to: (i) fifty
\npercent (50%) of that portion of his or her Excess Compensation referred to in
\nSection 4.1(a), which deferrals are reduced by the amount of his or her Matched
\nDeferrals and (ii) ninety percent (90%) of that portion of his or her
\nCompensation that exceeds $500,000. (c) Deferral Procedures for Participant
\nDeferrals<\/u>. Except as provided in Section 4.1(d), all Participant elective
\ndeferral elections under this Article IV must be made at such time and in such
\nmanner, and shall become irrevocable, as specified by the Benefits Officer prior
\nto the beginning of each Plan Year in which such Excess Compensation is
\notherwise earned. Once a Matched Deferral or an Unmatched Deferral election is
\nmade (or deemed to be made) for a<\/p>\n

– 5 –<\/p>\n

\n

Plan Year, it shall remain in effect for all future Excess Compensation
\notherwise payable in all future pay periods that otherwise begin during that
\nPlan Year. In accordance with procedures established by the Benefits Officer,
\nelections under Section 4.1(a) and Section 4.1(b) may apply to Excess
\nCompensation earned in any subsequent Plan Year(s) after the Plan Year in which
\nsuch election is made. Participant Matched Deferrals and Unmatched Deferrals
\nshall be credited to the Participant’s Supplemental Savings Account at such
\ntimes and in such manner as determined by the Benefits Officer, in his or her
\nsole discretion. (d) Deferral Procedures for Newly Eligible Employees<\/u>.
\nThe following procedures apply for deferral elections with respect to newly
\nEligible Employees:<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

In the case of an Employee who first becomes eligible to participate in the
\nPlan during a Plan Year (and is not eligible for any other plan with which this
\nPlan is aggregated for purposes of Code Section 409A), deferral elections under
\nthis Article IV for such Plan Year must be made no later than a date within 30
\ndays of the date the Employee first becomes eligible to participate in the Plan,
\nand shall apply only to amounts paid for services to be performed after the
\neffective date of such election (including a pro-rated bonus amount as allowed
\nunder Code Section 409A).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

If an Eligible Employee was previously eligible to participate in this Plan
\nor any other nonqualified deferred compensation plan with which this Plan is
\naggregated for purposes of Code Section 409A, and as of the Employee’s
\nsubsequent eligibility date, the Employee was not eligible to participate in
\nthis Plan or any other nonqualified deferred compensation plan with which this
\nPlan is aggregated for purposes of Code Section 409A for at least 24 months
\npreceding the Employee’s subsequent eligibility date, then (in accordance with
\nCode Section 409A and the applicable guidance thereunder) a deferral election
\nunder this Article IV may be made no later than a date within 30 days of the
\neffective date of the Employee’s subsequent eligibility.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

If an Eligible Employee was previously eligible to participate in this Plan
\nor any other nonqualified deferred compensation plan with which this Plan is
\naggregated for purposes of Section 409A, and the Employee has been paid all
\namounts deferred under this Plan (and such aggregated plans), and on and before
\nthe date of the last payment was not eligible to continue (or to elect to
\ncontinue) to participate in this Plan (or any such aggregated plans), the
\nParticipant may be treated as initially eligible to participate in the Plan as
\nof the first date following such payment that the Participant becomes eligible
\nto participate in the Plan (in accordance with Code Section 409A and the
\napplicable guidance thereunder). A deferral election under this Article IV may
\nbe made no later than a date within 30 days of the effective date of the
\nEmployee’s subsequent eligibility.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 6 –<\/p>\n

\n\n\n\n
<\/td>\n\n

(iv)<\/p>\n<\/td>\n

<\/td>\n\n

If an Eligible Employee chooses not to submit an initial deferral election
\nwithin the applicable 30-day period under this Section 4.1(d) or such an
\nEligible Employee is not permitted to make such an election, the Eligible
\nEmployee may submit a deferral election during the next following annual
\ndeferral election period (in accordance with Section 4.1(c)) for the applicable
\nsubsequent Plan Year(s).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(e) Payroll Periods Subject to Deferral Elections<\/u>. If a Company’s
\nnormal payroll practice is such that the last payroll beginning in a Plan Year
\ncovers services performed at the end of that Plan Year and into the beginning of
\nthe next Plan Year, then any Participant deferral elections made under Section
\n4.1(a), Section 4.1(b), and Section 4.1(f) for a Plan Year will apply to all
\npayroll periods ending in that Plan Year. (f) Deferral of Special
\nCompensation Payments<\/u>. To the extent permitted in accordance with written
\nprocedures established by the Benefits Officer, which shall be written in
\naccordance with the requirements of Code Section 409A, an Eligible Employee may
\nelect to defer amounts attributable to additional items of Compensation not
\notherwise subject to Section 4.1(a) or Section 4.1(b) and without regard to
\nwhether such Compensation is Excess Compensation. Amounts deferred under this
\nSection 4.1(f) must be made at the time(s) otherwise permitted for deferrals
\nunder this Article IV and will not be eligible for Company Matching Deferrals
\nand shall be treated hereunder as Unmatched Deferrals. Participant deferrals
\nunder this Section 4.1(f) shall be credited to a Participant’s Supplemental
\nSavings Account at such times and in such manner as determined by the Benefits
\nOfficer, in his or her sole discretion. 4.2 Crediting of Company
\nDeferrals<\/u>. The Company shall credit each Participant’s Supplemental Savings
\nAccount with the additional deferrals described in this Section 4.2. (a)
\nCompany Matching Deferrals<\/u>. Any Participant who has elected to make a
\ndeferral under Section 4.1(a) for a Plan Year will be credited with a Company
\nMatching Deferral for such Plan Year equal to one hundred and thirty-three and
\none-third percent (133 1\/3%) of the Participant’s Matched Deferrals up to the
\nfirst three percent (3%) of that portion of the Participant’s Excess
\nCompensation that does not exceed $500,000 plus one hundred percent (100%) of
\nthe Participant’s Matched Deferrals up to the next three percent (3%) of that
\nportion of the Participant’s Excess Compensation that does not exceed $500,000.
\nIn all events, the maximum amount of Company Matching Deferrals for any
\nParticipant who has made the maximum amount of Matched Deferrals shall be an
\namount equal to seven percent (7%) of that portion of the Participant’s Excess
\nCompensation not in excess of $500,000. Such Company Matching Deferrals shall be
\ncredited to the Participant’s Supplemental Savings Account at such times and in
\nsuch manner as the Benefits Officer, in his or her sole discretion determines.
\n(b) Company Discretionary Deferrals<\/u>. The Company may, in its sole
\ndiscretion, provide for additional credits to all or some Participants’
\nSupplemental Savings Accounts at any time. Such amounts shall be distributed in
\nthe form of distribution otherwise in effect for each affected Participant with
\nrespect to any deferrals made for the Plan Year under Section 4.4. In the
\nabsence of any deferrals for such Plan Year for a Participant, the additional
\ncredits shall be paid in the form of a single sum payment.<\/p>\n

– 7 –<\/p>\n

\n

4.3 Cancellation of Deferral Election<\/u>. (a) Hardship Distribution
\nUnder the Plan<\/u>. Upon a distribution under Section 6.3 due to an
\nunforeseeable emergency, the Participant’s deferral election(s) made pursuant to
\nSection 4.1 shall be cancelled effective as of the payroll period following the
\ndistribution under Section 6.3(d). Such cancellation shall be effective for the
\nremainder of the Plan Year and any subsequent deferral election by the
\nParticipant must be submitted in accordance with Section 4.1. (b) Hardship
\nDistribution Under Qualified Plan<\/u>. Upon a hardship distribution pursuant to
\nTreasury Regulation \u00a7 1.401(k)-1(d)(3) under a qualified plan maintained by the
\nCompany or any of its Affiliates, the Participant’s deferral election(s) made
\npursuant to Section 4.1 shall be cancelled for the Plan Year in which the
\nhardship distribution occurred and any subsequent deferral election by the
\nParticipant must be submitted in accordance with Section 4.1 but will not be
\neffective for such subsequent Plan Year until such time as the Code Section
\n401(k) required cancellation period for deferrals has ended. 4.4 Form of
\nPayment of Deferred Amounts<\/u>. At the same time as the election made pursuant
\nto Section 4.1, and subject to the death benefit provisions of Section 6, each
\nParticipant must also elect the manner in which his or her deferred amounts for
\neach Plan Year will be paid. (a) Normal Form of Distribution : Single Sum
\nPayments<\/u>. Except as provided in Section 4.4(b), all deferred amounts for
\neach Plan Year that are otherwise payable to a Participant hereunder shall be
\npaid in the form of a single sum payment. (b) Optional Form of
\nDistribution<\/u>. In lieu of a single sum payment, a Participant may elect to
\nhave all deferred amounts for each Plan Year that are otherwise payable to a
\nParticipant hereunder paid in the form of one hundred twenty (120) monthly
\ninstallment payments. Unless specifically elected otherwise for a Plan Year,
\npayments of all deferred amounts will be made in a single sum payment. (c)
\nMandatory Distribution : Single Sum Payments<\/u>. Notwithstanding any other
\nprovision of this Section 4.4, if the value of the Participant’s Supplemental
\nSavings Account is less than $100,000 as of the Valuation Date following the
\nParticipant’s Separation From Service, payment of all amounts payable to the
\nParticipant hereunder shall be made in a single sum payment. 4.5
\nVesting<\/u>. Participants shall become vested in the deferrals credited to
\ntheir Supplemental Savings Accounts in accordance with this Section 4.5. (a) A
\nParticipant shall be vested at all times in his or her Matched Deferrals under
\nSection 4.1(a), Unmatched Deferrals under Section 4.1(b), and deferrals of
\nspecial Compensation payments under Section 4.1(f).<\/p>\n

– 8 –<\/p>\n

\n

(b) A Participant shall become vested in Company Matching Deferrals after
\ncompleting “Periods of Service” of at least two years or two “Years of Service”
\n(as those terms are defined under the Qualified Plan); provided, however, that
\nCompany Matching Deferrals credited to a Participant’s Supplemental Savings
\nAccount shall immediately vest upon the occurrence of: (i) the Participant’s
\ndeath; (ii) the Participant’s Disability; (iii) the date the Participant attains
\nage 65; or (iv) a Change in Control. (c) Subject to approval of the Benefits
\nOfficer, special vesting provisions under the terms of a severance plan or
\nprogram under which a Participant qualifies may apply to vesting of the
\nParticipant’s Company Matching Deferrals and any earnings or losses attributable
\nthereto. (d) A Participant shall become vested in Company Discretionary
\nDeferrals pursuant to the vesting schedule established by the Company at the
\ntime such amounts are credited to his or her Supplemental Savings Account;
\nprovided, however, that, notwithstanding the provisions of any such vesting
\nschedule, amounts credited to a Participant’s Supplemental Savings Account shall
\nimmediately vest upon the occurrence of a Change in Control. (e) Subject to
\nsubsections (a), (b) and (c) herein, a forfeiture of a Participant’s unvested
\nCompany Matching Contributions and unvested Company Discretionary Deferrals
\nshall occur on the date distributions are made or commence to be paid on account
\nof the Participant’s Separation From Service if he or she is not otherwise
\nvested in any such amounts credited to his or her Supplemental Savings Account.
\nIn addition, a Participant who is re-employed by an Employing Company shall not
\nbe entitled to restore to his or her Supplemental Savings Account any amounts
\npreviously forfeited under the Plan or otherwise distributed or scheduled to be
\ndistributed from the Plan. ARTICLE V. SUPPLEMENTAL SAVINGS
\nACCOUNTS<\/strong><\/u> <\/u> 5.1 Supplemental Savings Account<\/u>. (a) A
\nSupplemental Savings Account shall be established for each Participant who is
\ncredited with deferred amounts under Article IV. A Participant’s or an Inactive
\nParticipant’s Supplemental Savings Account shall consist of all such deferred
\namounts, increased or decreased by any gains or losses thereon. (b) The Company
\n(either directly or indirectly through a third-party recordkeeper or a
\ncombination thereof) shall maintain the records of Supplemental Savings Accounts
\nfor all Participants and Inactive Participants. (c) All payments made under the
\nPlan shall be made directly by the Company from its general assets subject to
\nthe claims of any creditors and no deferred compensation under the Plan shall be
\nsegregated or earmarked or held in trust. The Plan is an unfunded and unsecured
\ncontractual obligation of the Company. Participants, Inactive Participants, and
\nBeneficiaries shall be unsecured creditors of the Company with respect to all
\nobligations owed to them under the Plan. Participants, Inactive Participants,
\nand Beneficiaries shall not have any interest in any fund or specific asset of
\nthe Company by reason of any amount credited to a Supplemental<\/p>\n

– 9 –<\/p>\n

\n

Savings Account, nor shall any such person have any right to receive any
\ndistribution under the Plan except as explicitly stated herein. The Company
\nshall not designate any funds or assets to specifically provide for the
\ndistribution of the value of a Supplemental Savings Account or issue any notes
\nor security for the payment thereof. Any asset or reserve that the Company may
\npurchase or establish shall not serve as security to Participants, Inactive
\nParticipants, and Beneficiaries for the performance of the Company under the
\nPlan. 5.2 Hypothetical Investment<\/u>. (a) For crediting rate purposes,
\namounts credited to a Participant’s or an Inactive Participant’s Supplemental
\nSavings Account shall be deemed to be invested according to his or her
\nInvestment Direction in one or more of all of the similarly named funds offered
\nunder the Time Warner Defined Contribution Plans Master Trust; provided,
\nhowever, that any brokerage investment alternative available under such master
\ntrust, if any, shall not be an available investment alternative under this Plan.
\nFor any period, the deemed return on each of these Investment Funds shall be the
\nsame as the return for such period on each similarly named fund offered under
\nthe Time Warner Defined Contribution Plans Master Trust. (b) Notwithstanding
\nanything to the contrary herein, the Company, by action of the Investment
\nCommittee or the Board, may add to, decrease or change the Investment Funds
\noffered under the Plan, at any time and for any reason. Participants, Inactive
\nParticipants, and Beneficiaries shall not have the right to continue any
\nparticular Investment Fund option. (c) The Company shall be under no obligation
\nto invest amounts corresponding to any Investment Direction chosen by
\nParticipants or Inactive Participants. Any such allocation to any Supplemental
\nSavings Account shall be made solely for the purpose of determining the value of
\nsuch account under the Plan. 5.3 Investment Direction<\/u>. Deferrals shall be
\ncredited to the Investment Funds in accordance with a Participant’s or an
\nInactive Participant’s Investment Directions. A Participant or an Inactive
\nParticipant shall direct that his or her deferrals be applied, in multiples of
\none percent, to deemed investments in any or all of the Investment Funds. 5.4
\nChanges in Investment Direction<\/u>. A Participant or an Inactive Participant
\nmay change an Investment Direction once each calendar month with respect to
\nexisting Supplemental Savings Account balances; provided, however, that one
\nadditional Investment Direction may be made in each calendar month in which any
\nInvestment Fund is made available, or ceases to be available with respect to
\neach of new deferrals and previous deferrals and any earnings thereon. A
\nParticipant may make Investment Directions with respect to future deferrals as
\nfrequently as permitted pursuant to administrative rules adopted by the Benefits
\nOfficer.<\/p>\n

– 10 –<\/p>\n

\n

5.5 Manner of Hypothetical Investment<\/u>. (a) For purposes of the
\nhypothetical investment under Section 5.2, deferred compensation shall be
\nconsidered to be invested on the date the recordkeeper of the Plan records the
\ndeferral amount. (b) As of each Valuation Date, the recordkeeper of the Plan
\nshall determine the value of each Participant’s, Inactive Participant’s, or
\nBeneficiary’s Supplemental Savings Account. 5.6 Participant Assumes Risk of
\nLoss<\/u>. Each Participant, Inactive Participant, and Beneficiary assumes the
\nrisk in connection with any decrease in value of his or her Supplemental Savings
\nAccount deemed invested in the Investment Funds. 5.7 Statement of
\nAccount<\/u>. A statement of account shall be made available through the
\nrecordkeeper’s website and may be viewed and printed by a Participant or an
\nInactive Participant at any time. Upon request, as soon as reasonably
\npracticable after the end of each calendar quarter, a statement of account shall
\nbe sent to each Participant and Inactive Participant with respect to the value
\nof his or her Supplemental Savings Account as of the end of such quarter.
\nARTICLE VI. PAYMENT OF DEFERRED AMOUNTS<\/strong><\/u> 6.1 Payment
\nof Deferred Amounts<\/u>. (a) Payment of a Participant’s Supplemental Savings
\nAccount, including accumulated hypothetical earnings (or losses), shall be paid
\n(or, in the case of installment distributions, commence to be paid) on the
\nfifteenth day of the calendar month following six months after the Participant’s
\nSeparation From Service (or as soon as administratively practicable thereafter),
\nand any subsequent monthly installment payments shall be paid on the fifteenth
\nday of each subsequent month thereafter (or as soon as administratively
\npracticable thereafter). Subject to Section 4.4(c), the payment(s) shall be made
\nin the manner otherwise elected by the Participant under Section 4.4. (b) The
\namount of any single sum payment shall equal the Participant’s distributable
\nSupplemental Savings Account, determined as of the Valuation Date immediately
\npreceding the payment date. (c) The amount of any monthly installment payment
\nshall equal the Participant’s distributable Supplemental Savings Account,
\ndetermined as of the Valuation Date immediately preceding the payment date
\nmultiplied by a fraction, the numerator of which is one and the denominator of
\nwhich is the number of monthly installment payments remaining to be paid. 6.2
\nPayment to Beneficiary or Estate in the Event of Death<\/u>. Notwithstanding
\nthe provisions for payment described in Section 6.1 above, if a Participant or
\nan Inactive Participant dies before payment of his or her Supplemental Savings
\nAccount under the Plan or after commencement of installment payments and prior
\nto the payment of all amounts credited to his or<\/p>\n

– 11 –<\/p>\n

\n

her Supplemental Savings Account, the value of such Participant’s or Inactive
\nParticipant’s Supplemental Savings Account shall be determined as of the
\nValuation Date coincident with or immediately prior to the date that the
\nBenefits Officer commences the processing of the distribution, after both a
\nwritten notice of his or her death and a death certificate have been received by
\nthe Benefits Officer. In all events, such account shall be distributed in a
\nsingle sum payment as soon as practicable to the Participant’s or Inactive
\nParticipant’s Beneficiary (or, if no person has been designated or if no person
\nso designated survives the Participant or Inactive Participant, to such
\nParticipant’s or Inactive Participant’s estate or if such Beneficiary survives
\nthe Participant or Inactive Participant, but dies prior to payment, to such
\nBeneficiary’s estate) prior to the end of the Plan Year of the Participant’s or
\nInactive Participant’s death (or within 90 days after the date of death, if
\nlater, provided, however, that the Beneficiary (or estate) shall have no right
\nto designate the taxable year of payment). In case any Participant or Inactive
\nParticipant and his or her Beneficiary die in or as a result of a common
\naccident or disaster and under such circumstances as to make it impossible to
\ndetermine which of them was the last to die, the Participant or Inactive
\nParticipant shall be deemed to have survived his or her Beneficiary.
\nDistributions hereunder shall be subject to such administrative and procedural
\nrequirements and forms as the Benefits Officer in such officer’s discretion may
\nrequire. 6.3 Unforeseeable Emergency<\/u>. At any time before the time an
\namount is otherwise payable hereunder, a Participant (or the Participant’s
\nBeneficiary) may request, pursuant to such procedures prescribed by the Benefits
\nOfficer in his or her sole discretion, a single sum payment of all or a portion
\nof the amounts credited to his or her Supplemental Savings Account due to the
\nParticipant’s (or the Beneficiary’s) severe financial hardship, subject to the
\nfollowing requirements as provided for in this Section 6.3. (a) Such
\ndistribution shall be made, in the sole discretion of the Benefits Officer, in
\nthe case of an unforeseeable emergency, which shall be limited to a severe
\nfinancial hardship to the Participant resulting from an illness or accident of
\nthe Participant, the Participant’s spouse, the Participant’s Beneficiary, or of
\na Participant’s dependent (as defined in Code Section 152, without regard to
\nCode Sections 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s
\nproperty due to casualty (including the need to rebuild a home following damage
\nto a home not otherwise covered by insurance, for example, as a result of a
\nnatural disaster); or other similar extraordinary and unforeseeable
\ncircumstances arising as a result of events beyond the control of the
\nParticipant. Examples of events that may constitute an unforeseeable emergency
\ninclude the imminent foreclosure of or eviction from the Participant’s primary
\nresidence; the need to pay for medical expenses, including non-refundable
\ndeductibles, as well as for the costs of prescription drug medication; and the
\nneed to pay for the funeral expenses of the Participant’s spouse, the
\nParticipant’s Beneficiary, or the Participant’s dependent (as defined in Code
\nSection 152, without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)).
\n(b) Whether a Participant is faced with an unforeseeable emergency will be
\ndetermined based on the relevant facts and circumstances of each case, but, in
\nany case, a distribution on account of an unforeseeable emergency may not be
\nmade to the extent that such emergency is or may be relieved:<\/p>\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

through reimbursement or compensation by insurance or otherwise,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

– 12 –<\/p>\n

\n\n<\/tbody>\n<\/table>\n
\n\n\n\n\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

by liquidation of the individual’s assets, to the extent the liquidation of
\nsuch assets would not itself cause severe financial hardship, or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

by cessation of deferrals under the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Examples of circumstances that are not considered to be unforeseeable
\nemergencies include the need to send an individual’s child to college or the
\ndesire to purchase a home. (c) In all events, the amount available for
\ndistribution on account of an unforeseeable emergency pursuant to this Section
\n6.3 shall be limited to the amount reasonably necessary to satisfy the emergency
\nneed (which may include amounts necessary to pay any federal, state, local, or
\nforeign income taxes or penalties reasonably anticipated to result from the
\ndistribution), and shall be determined in accordance with Code Section 409A and
\nthe regulations thereunder. The Benefits Officer may require such evidence of
\nthe individual’s severe financial hardship as it deems appropriate. The Benefits
\nOfficer shall consider any requests for payment under this Section 6.3 in
\naccordance with the standards of interpretation described in Code Section 409A
\nand the regulations and other guidance thereunder. (d) All distributions under
\nthis Section 6.3 shall be made from the Participant’s Supplemental Savings
\nAccount as soon as practicable after the Benefits Officer has approved the
\ndistribution and the amounts credited to the Participant’s Supplemental Savings
\nAccount shall be reduced on a pro rata basis among his or her elected Investment
\nOptions to reflect the accelerated distribution. 6.4 Incapacity<\/u>. The
\nBenefits Officer may direct that any amounts distributable under the Plan to a
\nperson under a legal disability be made to (and be withheld until the
\nappointment of) a representative qualified pursuant to law to receive such
\npayment on such person’s behalf. 6.5 Rehire of Inactive Participant<\/u>. Upon
\na Separation from Service, a Participant’s existing deferral election shall
\nbecome null and void. If an Inactive Participant returns to work with the
\nCompany or an Affiliate, distribution of his or her remaining Supplemental
\nSavings Account with respect to amounts deferred prior to the date of the
\nSeparation From Service shall continue to be made as if the Inactive Participant
\nhas not returned to work. The Participant shall only be eligible to defer future
\namounts hereunder in accordance with a new deferral election under Article IV.
\nARTICLE VII. ADMINISTRATION<\/strong><\/u> 7.1 The Administrative
\nCommittee<\/u>. (a) Appointment of Administrative Committee<\/u>. The Plan
\nshall be administered by the Benefits Officer. In addition, in the event a claim
\nfor benefits is denied, the claim shall be reviewed by the Administrative
\nCommittee of the Time Warner Savings Plan as provided for in Section 14.1 of
\nsuch Savings Plan. Neither the Benefits Officer nor any member of the
\nAdministrative Committee shall receive any compensation for his or her services
\nas such.<\/p>\n

– 13 –<\/p>\n

\n

Participants may be members of the Administrative Committee but may not
\nparticipate in any decision affecting their own account in any case where the
\nAdministrative Committee may take discretionary action in the administration of
\nthe Plan. (b) Quorum and Actions of Administrative Committee<\/u>. A majority
\nof the members of the Administrative Committee shall constitute a quorum for the
\ntransaction of business. All resolutions or other action taken by the
\nAdministrative Committee shall be by a vote of a majority of its members present
\nat any meeting or, without a meeting, by instrument in writing signed by all its
\nmembers. Members of the Administrative Committee may participate in a meeting of
\nsuch Administrative Committee by means of a conference telephone or similar
\ncommunications equipment that enables all persons participating in the meeting
\nto hear each other, and such participation in a meeting shall constitute
\npresence in person at the meeting. (c) Standard of Review<\/u>. The
\nAdministrative Committee shall be responsible for the claims review functions as
\nprovided for in Article VIII. In exercising such claims review functions, the
\nAdministrative Committee shall have exclusive authority and sole and absolute
\ndiscretion to interpret the Plan, to determine eligibility for benefits and the
\namount of benefit payments and to make any factual determinations, resolve
\nfactual disputes and decide all matters arising in connection with such claim
\nand the interpretation, administration and operation of the Plan or with the
\ndetermination of reviewing a claim for eligibility for benefits or the amount of
\nbenefit payments. All its rules, interpretations and decisions shall be
\nconclusive and binding on the Company and on Participants, Inactive Participants
\nand their Beneficiaries to the extent permitted by law. (d) Delegation by
\nAdministrative Committee<\/u>. The Administrative Committee may delegate any of
\nits powers or duties to others as it shall determine and may retain counsel,
\nagents and such clerical and accounting, actuarial or other services as they may
\nrequire in carrying out the provisions of the Plan. (e) Reliance on
\nInformation<\/u>. The Administrative Committee, Benefits Officer, and the
\nInvestment Committee (as described below) may rely conclusively upon all tables,
\nvaluations, certificates, opinions and reports furnished by any actuary,
\naccountant, controller, counsel or other person who is employed or engaged for
\nany purpose in connection with the administration of the Plan. (f) No
\nLiability for Acts of Others<\/u>. Neither the Administrative Committee, Benefits
\nOfficer, or Investment Committee nor any member of the Board or the board of
\ndirectors (or governing body) of an Affiliate and no employee of the Company or
\nany Affiliate shall be liable for any act or action hereunder, whether of
\nomission or commission, by any other member or employee or by any agent to whom
\nduties in connection with the administration of the Plan have been delegated or
\nfor anything done or omitted to be done in connection with the Plan. (g)
\nCommittee Records<\/u>. The Administrative Committee and Benefits Officer
\nshall keep a record of all Plan proceedings and of all payments directed by it
\nto be made to or on behalf of Participants, Inactive Participants, or
\nBeneficiaries or payments made by it for expenses or otherwise.<\/p>\n

– 14 –<\/p>\n

\n

7.2 The Benefits Officer; Appointment<\/u>. Subject to Sections 7.1, 7.3,
\nand 7.4, the day-to-day operations of the Plan shall be administered by the
\nBenefits Officer of the Time Warner Savings Plan as provided for in Section 14.5
\nof such Savings Plan. The Benefits Officer may not serve concurrently on the
\nAdministrative Committee or the Investment Committee. The Benefits Officer may
\nresign at any time by giving notice to the Chief Executive Officer of the
\nCompany Any such resignation shall take effect at the date of receipt of such
\nnotice or at any later date specified therein; and, unless otherwise specified
\ntherein, the acceptance of such resignation shall not be necessary to make it
\neffective. A Participant may be appointed as the Benefits Officer. The Benefits
\nOfficer shall not receive compensation for his or her services as such. 7.3
\nDelegation of Duties<\/u>. The Benefits Officer may authorize others to
\nexecute or deliver any instrument or to make any payment in his or her behalf
\nand may delegate any of his or her powers or duties to others as he or she shall
\ndetermine, including the delegation of such powers and duties to an Assistant
\nBenefits Officer who shall be appointed by the Benefits Officer. In the event of
\nsuch delegation, the Assistant Benefits Officer shall for all purposes of the
\nPlan be considered the Benefits Officer and all references to the Benefits
\nOfficer shall be deemed to be references to such Assistant Benefits Officer when
\nacting in such capacity. The Benefits Officer and the Assistant Benefits Officer
\nmay retain such counsel, agents and clerical, medical, accounting and actuarial
\nservices as they may require in carrying out their functions. 7.4 Benefits
\nOfficer; Plan Administrator<\/u>. In addition to its settlor and ministerial
\nfunctions on behalf of the Company as provided for in the Plan, including,
\nwithout limitation, amending and modifying the terms of the Plan and performing
\nministerial functions with respect to the Plan, the Benefits Officer shall be
\nthe administrator of the Plan and shall have all powers necessary to administer
\nthe Plan except to the extent that any such powers are vested in the
\nAdministrative Committee or any other individual or committee as authorized by
\nthe Plan. The Benefits Officer may from time to time establish rules for the
\nadministration of the Plan. Other than with respect to claims review as
\ndescribed in Article VIII (which shall be done by the Administrative Committee),
\nthe Benefits Officer shall have exclusive authority and sole and absolute
\ndiscretion to interpret the Plan, to determine eligibility for benefits and the
\namount of benefit payments and to make any factual determinations, resolve
\nfactual disputes and decide all matters arising in connection with the
\ninterpretation, administration and operation of the Plan or with the
\ndetermination of eligibility for benefits or the amount of benefit payments. All
\nits rules, interpretations and decisions shall be conclusive and binding on the
\nCompany and on Participants, Inactive Participants and their Beneficiaries to
\nthe extent permitted by law. 7.5 Investment Committee<\/u>. (a)
\nAppointment<\/u>. The Investment Committee of the Time Warner Savings Plan as
\nprovided for in Section 14.8 of such Savings Plan shall take all prudent action
\nnecessary or desirable for the purpose of carrying out the overall investment
\npolicy for the Plan (with respect to Investment Funds made available as targeted
\nhypothetical investments). (b) Quorum and Actions of Investment
\nCommittee<\/u>. A majority of the members of the Investment Committee at the time
\nin office shall constitute a quorum for the transaction of business. All
\nresolutions or other action taken by the Investment Committee shall be by vote
\nof a majority of its members present at any meeting or, without a meeting, by
\ninstrument in writing<\/p>\n

– 15 –<\/p>\n

\n

signed by all its members. Members of the Investment Committee may
\nparticipate in a meeting of such Investment Committee by means of a conference
\ntelephone or similar communications equipment that enables all persons
\nparticipating in the meeting to hear each other, and such participation in a
\nmeeting shall constitute presence in person at the meeting. (c) Investment
\nCommittee Chairman; Delegation by Investment Committee<\/u>. The members of the
\nInvestment Committee shall elect one of their number as chairman and may elect a
\nsecretary who may, but need not, be one of their number. The Investment
\nCommittee may delegate any of its powers or duties among its members or to
\nothers as it shall determine. It may authorize one or more of its members to
\nexecute or deliver any instrument or to make any payment in its behalf. It may
\nemploy such counsel, agents and clerical, accounting, actuarial and
\nrecordkeeping services as it may require in carrying out the provisions of the
\nPlan. 7.6 Indemnification<\/u>. The Company shall, to the fullest extent
\npermitted by law, indemnify each director, officer or employee of the Company or
\nany Affiliate (including the heirs, executors, administrators and other personal
\nrepresentatives of such person) and each member of the Administrative Committee,
\nInvestment Committee and Benefits Officer against expenses (including attorneys’
\nfees), judgments, fines and amounts paid in settlement, actually and reasonably
\nincurred by such person in connection with any threatened, pending or actual
\nsuit, action or proceeding (whether civil, criminal, administrative or
\ninvestigative in nature or otherwise) in which such person may be involved by
\nreason of the fact that he or she is or was serving any employee benefit plans
\nof the Company or any Affiliate in any capacity at the request of such company.
\n7.7 Expenses of Administration<\/u>. Any expense incurred by the Company, the
\nAdministrative Committee, the Investment Committee or the Benefits Officer
\nrelative to the administration of the Plan shall be paid by the Company and any
\nof its participating Affiliates in such proportions as the Company may direct.
\nARTICLE VIII. CLAIMS REVIEW PROCEDURE<\/strong><\/u> <\/u>8.1
\nParticipant or Beneficiary Request for Claim<\/u>. Any request for a benefit
\npayable under the Plan shall be made in writing by a Participant, Inactive
\nParticipant or Beneficiary (or an authorized representative of any of them), as
\nthe case may be, and shall be paid in accordance with the otherwise applicable
\nPlan terms. 8.2 Insufficiency of Information<\/u>. In the event a request for
\na benefit that is not otherwise paid contains insufficient information otherwise
\nrequired by the Plan, the Benefits Officer shall, within a reasonable period
\nafter receipt of such request, send a written notification to the claimant
\nsetting forth a description of any additional material or information necessary
\nfor the claimant to perfect the claim and an explanation of why such material is
\nnecessary. The claimant’s request shall be deemed filed with the Administrative
\nCommittee on the date the Administrative Committee or Benefits Officer receives
\nin writing such additional information. 8.3 Request Notification<\/u>. The
\nAdministrative Committee shall make a determination with respect to a request
\nfor benefits that was previously denied within ninety (90) days after such
\nrequest is filed (or within such extended period prescribed below). The
\nAdministrative<\/p>\n

– 16 –<\/p>\n

\n

Committee shall notify the claimant whether his or her claim has been granted
\nor whether it has been denied in whole or in part. Such notification shall be in
\nwriting and shall be delivered, by mail or otherwise, to the claimant within the
\ntime period described above. If the claim is denied in whole or in part, the
\nwritten notification shall set forth, in a manner calculated to be understood by
\nthe claimant:<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(i)<\/p>\n<\/td>\n

<\/td>\n\n

The specific reason or reasons for the denial;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(ii)<\/p>\n<\/td>\n

<\/td>\n\n

Specific reference to pertinent provisions of the Plan on which the denial is
\nbased; and<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(iii)<\/p>\n<\/td>\n

<\/td>\n\n

An explanation of the Plan’s claim review procedure.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Failure by the Administrative Committee to give notification pursuant to this
\nSection within the time prescribed shall be deemed a denial of the request for
\nthe purpose of proceeding to the review stage. 8.4 Extensions<\/u>. If special
\ncircumstances require an extension of time for processing the claim, the
\nAdministrative Committee shall furnish the claimant with written notice of such
\nextension. Such notice shall be furnished prior to the termination of the
\ninitial ninety (90)-day period and shall set forth the special circumstances
\nrequiring the extension and the date by which the Administrative Committee
\nexpects to render its decision. In no event shall such extension exceed a period
\nof ninety (90) days from the end of such initial ninety (90)-day period. 8.5
\nClaim Review<\/u>. A claimant whose request for benefits has been denied by
\nthe Administrative Committee in whole or in part, or his or her duly authorized
\nrepresentative, may, within sixty (60) days after written notification of such
\ndenial, file with a reviewer appointed for such purpose by the Administrative
\nCommittee (or, if none has been appointed, with the Administrative Committee
\nitself), with a copy to the Administrative Committee, a written request for a
\nreview of his or her claim. Such written request shall be deemed filed upon
\nreceipt of same by the reviewer. 8.6 Time Limitation on Review<\/u>. A
\nclaimant who timely files a request for review of his or her claim for benefits,
\nor his or her duly authorized representative, may review pertinent documents
\n(upon reasonable notice to the reviewer) and may submit the issues and his or
\nher comments to the reviewer in writing. The reviewer shall, within sixty (60)
\ndays after receipt of the written request for review (or within such extended
\nperiod prescribed below), communicate its decision in writing to the claimant
\nand\/or his or her duly authorized representative setting forth, in a manner
\ncalculated to be understood by the claimant, the specific reasons for its
\ndecision and the pertinent provisions of the Plan on which the decision is
\nbased. If the decision is not communicated within the time prescribed, the claim
\nshall be deemed denied on review. 8.7 Special Circumstances<\/u>. If special
\ncircumstances require an extension of time beyond the sixty (60)-day period
\ndescribed above for the reviewer to render his or her decision, the reviewer
\nshall furnish the claimant with written notice of the extension required. Such
\nnotice shall be furnished prior to the termination of the initial sixty (60)-day
\nperiod and shall set forth<\/p>\n

– 17 –<\/p>\n

\n

the special circumstances requiring the extension period. In no event shall
\nsuch extension exceed a period of sixty (60) days from the end of such initial
\nsixty (60)-day period. 8.8 Legal Actions<\/u>. In the event a claimant’s
\nrequest for benefits is denied (or deemed denied) under Section 8.6, such
\nclaimant may bring legal action. Evidence presented in such action shall be
\nlimited to the administrative record reviewed by the Administrative Committee in
\nconnection with its determination of the claimant’s request under this Article
\nVIII. The administrative record shall include evidence timely presented to the
\nAdministrative Committee by the claimant, or his duly authorized representative,
\npursuant to this Article VIII. No legal action at law or equity to recover
\nbenefits under the Plan may be filed unless the claimant has complied with and
\nexhausted the administrative procedures under this Article VIII, nor may such
\nlegal action be filed more than six (6) months after the date on which the claim
\nis denied (or deemed denied) under Section 8.6. ARTICLE IX. AMENDMENT
\nAND TERMINATION<\/strong><\/u> 9.1 Amendments<\/u>. The Company (by action of
\nthe Board) or the Benefits Officer (for the Company and the other Employing
\nCompanies) may at any time amend the Plan. 9.2 Termination or
\nSuspension<\/u>. The continuance of the Plan and the ability of an Eligible
\nEmployee to make a deferral for any Plan Year are not assumed as contractual
\nobligations of the Company or any other Employing Company. The Company reserves
\nthe right (for itself and the other Employing Companies) by action of the Board
\nor the Benefits Officer, to terminate or suspend the Plan, or to terminate or
\nsuspend the Plan with respect to itself or an Employing Company, to the extent
\npermitted without adverse tax consequences under Treas. Reg. \u00a7
\n1.409A-3(j)(4)(ix) and such other applicable guidance under Code Section 409A.
\nAny Employing Company may terminate or suspend the Plan with respect to itself
\n(in a manner consistent with the requirements of Code Section 409A necessary to
\navoid adverse tax consequences) by executing and delivering to the Company or
\nthe Benefits Officer such documents as the Company or Benefits Officer shall
\ndeem necessary or desirable. 9.3 Participants’ Rights to Payment<\/u>. No
\ntermination of the Plan or amendment thereto shall deprive a Participant,
\nInactive Participant or Beneficiary of the right to payment of amounts credited
\nto his or her Supplemental Savings Account as of the date of termination or
\namendment, in accordance with the terms of the Plan as of the date of such
\ntermination or amendment; provided, however, that in the event of termination of
\nthe Plan, or termination of the Plan with respect to the Company or one or more
\nother Employing Companies, the Benefits Officer may, in such officer’s sole and
\nabsolute discretion, accelerate the payment of all such credited deferred
\ncompensation on a uniform basis for all Participants and Inactive Participants
\nor, in the case of termination of the Plan with respect to one or more other
\nEmploying Companies, for all Participants and Inactive Participants of such
\nother Employing Companies only, to the extent permitted under Treas. Reg. \u00a7
\n1.409A-3(j)(4)(ix) to avoid adverse tax consequences.<\/p>\n

– 18 –<\/p>\n

\n

ARTICLE X. PARTICIPATING COMPANIES<\/strong><\/u><\/p>\n

10.1 Adoption by Other Entities<\/u>. Upon the approval of the Company or
\nthe Benefits Officer, the Plan may be adopted by any Affiliate by executing and
\ndelivering to the Company or the Benefits Officer such documents as the Company
\nor Benefits Officer shall deem necessary or desirable. The provisions of the
\nPlan shall be fully applicable to such entity except as may otherwise be agreed
\nto by such adopting company and the Company or Benefits Officer.
\nARTICLE XI. GENERAL PROVISIONS<\/strong><\/u> 11.1 Participants’
\nRights Unsecured<\/u>. The right of any Participant or Inactive Participant to
\nreceive future payments under the provisions of the Plan shall be a general
\nunsecured claim against the general assets of the Employing Company employing
\nthe Participant at the time that his or her compensation is deferred. The
\nCompany, and any other Employing Company or former Employing Company shall not
\nguarantee or be liable for payment of benefits to the employees of any other
\nEmploying Company or former Employing Company under the Plan. 11.2
\nNon-Assignability<\/u>. The right of any person to receive any benefit payable
\nunder the Plan shall not be subject in any manner to anticipation, alienation,
\nsale, transfer, assignment, pledge, encumbrance, lien or charge, and any such
\nbenefit shall not, except to such extent as may be required by law, in any
\nmanner be liable for or subject to the debts, contracts, liabilities,
\nengagements or torts of the person who shall be entitled to such benefits, nor
\nshall it be subject to attachment or legal process for or against such person.
\n11.3 No Rights Against the Company<\/u>. The establishment of the Plan, any
\namendment or other modification thereof, or any payments hereunder, shall not be
\nconstrued as giving to any Employee, Participant, Inactive Participant or
\nBeneficiary any legal or equitable rights against the Company its shareholders,
\ndirectors, officers or other employees, except as may be contemplated by or
\nunder the Plan including, without limitation, the right of any Participant,
\nInactive Participant or Beneficiary to be paid as provided under the Plan.
\nParticipation in the Plan does not give rise to any actual or implied contract
\nof employment. A Participant, Inactive Participant or Beneficiary may be
\nterminated at any time for any reason in accordance with the procedures of the
\nCompany. 11.4 Withholding<\/u>. The Employing Company or former Employing
\nCompany or paying agent shall withhold any federal, state and local income or
\nemployment tax (including F.I.C.A. obligations for both social security and
\nMedicare) which by any present or future law it is, or may be, required to
\nwithhold with respect to any payment pursuant to the Plan, with respect to any
\nof its former or present Employees. The Benefits Officer shall provide or direct
\nthe provision of information necessary or appropriate to enable each such
\ncompany to so withhold. 11.5 No Guarantee of Tax Consequences<\/u>. The
\nBenefits Officer, the Investment Committee, the Administrative Committee, the
\nCompany and any Employing Company or any former Employing Company do not make
\nany commitment or guarantee that any amounts deferred for the benefit of a
\nParticipant, Inactive Participant or Beneficiary will be excludible from the
\ngross income of the Participant, Inactive Participant or Beneficiary in the year
\ndeferred or paid for federal, state or local income or employment tax purposes,
\nor that any other federal,<\/p>\n

– 19 –<\/p>\n

\n

state or local tax treatment will apply to or be available to any
\nParticipant, Inactive Participant or Beneficiary. It shall be the obligation of
\neach Participant, Inactive Participant or Beneficiary to determine whether any
\ndeferral or payment under the Plan is excludible from his or her gross income
\nfor federal, state and local income or employment tax purposes, and to take
\nappropriate action if he or she has reason to believe that any such deferral or
\npayment is not so excludible. 11.6 Severability<\/u>. If any particular
\nprovision of the Plan shall be found to be illegal or unenforceable for any
\nreason, the illegality or lack of enforceability of such provision shall not
\naffect the remaining provisions of the Plan, and the Plan shall be construed and
\nenforced as if the illegal or unenforceable provision had not been included.
\n11.7 No Individual Liability<\/u>. It is declared to be the express purpose
\nand intention of the Plan that no liability whatsoever shall attach to or be
\nincurred by the shareholders, officers, or directors of the Board or any
\nrepresentative appointed hereunder by the Company, under or by reason of any of
\nthe terms or conditions of the Plan. 11.8 Applicable Law<\/u>. This Plan shall
\nbe governed by and construed in accordance with the laws of the State of New
\nYork except to the extent governed by applicable federal law (including the
\nrequirements of Code Section 409A). 11.9 Compliance with Section 409A of the
\nCode<\/u>. This Plan is intended to comply with Section 409A of the Code and will
\nbe interpreted in a manner intended to comply with Section 409A of the Code. In
\nfurtherance thereof, no payments may be accelerated under the Plan other than to
\nthe extent permitted under Section 409A of the Code. To the extent that any
\nprovision of the Plan violates Section 409A of the Code such that amounts would
\nbe taxable to a Participant prior to payment or would otherwise subject a
\nParticipant to a penalty tax under Section 409A, such provision shall be
\nautomatically reformed or stricken to preserve the intent hereof.
\nNotwithstanding anything herein to the contrary, if any other payments due to a
\nParticipant hereunder could cause the application of an accelerated or
\nadditional tax under Section 409A of the Code, such payments or other benefits
\nshall be deferred if deferral will make such payment compliant under Section
\n409A of the Code, or otherwise such payment shall be restructured, to the extent
\npossible, in a manner, determined by the Benefits Officer or the Administrative
\nCommittee, that does not cause such an accelerated or additional tax. The
\nBenefits Officer and the Administrative Committee shall implement the provisions
\nof this Section 11.9 in good faith; provided that none of the Company, the
\nBenefits Officer, the Administrative Committee nor any of the Company’s or its
\nsubsidiaries’ employees or representatives shall have any liability to
\nParticipants with respect to this Section 11.9.<\/p>\n

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