Common use of Deferred Compensation Account Clause in Contracts

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his her beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his her beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his her beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his her beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his her beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the an Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments As of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. HoweverEffective Date, the Employer Company shall not establish on the books of the Company in the name of Officer an account to which shall be required credited an amount equal to segregate or earmark any ten percent (10%) of its assets Officer’s combined annual base salary and annual incentive compensation (“ Eligible Compensation ”) earned for the benefit of period which begins January 1, 2008 and ends on the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipationfollowing December 31, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary2008 (a “ Plan Year ”), and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust each Plan Year thereafter (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan). As of the general creditors end of each Plan Year, Officer’s bookkeeping account will be credited with ten per cent (10%) of Officer’s Eligible Compensation for such Plan Year, subject to the Employer annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the event Plan. If, during a Plan Year, Officer ceases to be eligible to participate in the Plan, Officer’s bookkeeping account shall be credited with ten per cent (10%) of (a) Officer’s Eligible Compensation related to base salary earned for the Employer's bankruptcy or insolvencyportion of such Plan Year during which Officer was a participant in the Plan, and neither (b) that amount of Officer’s Eligible Compensation related to the Employee nor any beneficiary Company’s annual Incentive Compensation Program (or comparable annual bonus plan) payable to the Officer, if any, for the portion of such Plan Year during which Officer was a participant in the Plan, as determined by the Committee. Each Plan Year in which the Plan is continued, the balance in Officer’s bookkeeping account shall have any preferred claim or rightbe credited on a monthly basis with interest (“ Interest Equivalent Rate ”). The Interest Equivalent Rate shall be established by the Committee, or any beneficial ownership interest inits designee, any such assets of in the Trust Committee’s or its designee’s sole discretion, prior to the time such assets are paid beginning of each Plan Year, but shall generally be equivalent to the Employee or beneficiary pursuant to this Agreement“expected return on assets” under the Trinity Standard Pension Plan. The Employer Once established, the Interest Equivalent Rate shall credit to said Deferred Compensation Account remain the amount same for the entire Plan Year. At the end of any salary to which each calendar month, the Employee becomes entitled and which is balance in the Officer’s deferred pursuant to Section 1 hereof, such amount to be credited compensation account as of the first business day of each monthimmediately preceding month will be multiplied by the Interest Equivalent Rate divided by 12. The Employer resulting interest amount shall also credit then be credited to said Deferred Officer’s bookkeeping account. The total of the amounts credited to Officer’s bookkeeping account shall be payable in the manner and subject to the conditions hereinafter set forth. For purposes of determining Officer’s Eligible Compensation, base salary shall be defined as that amount specifically approved by the Company as base salary and shall exclude other payments such as perquisite allowance, insurance reimbursements, special awards, etc., as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. For purposes of determining Officer’s Eligible Compensation, annual incentive compensation shall mean all amounts earned under the Company’s annual Incentive Compensation Account Program (or comparable annual bonus plan) for a given year whether payable currently or over a period of future years and excludes equity compensation except as awarded in lieu of cash under the annual Incentive Compensation Program, in each such case as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. The Committee will make an annual determination regarding whether to continue the Plan for the next Plan Year and whether Officer shall continue to be eligible to participate in the Plan for such Plan Year. In the event Officer’s participation in the Plan is terminated, as of the date of termination of Officer’s participation, no further deferrals of Eligible Compensation shall be added to Officer’s bookkeeping account. Officer’s bookkeeping account shall, however, continue to be maintained and administered (including monthly credits of interest at the Interest Equivalent Rate in effect for the Plan Year) in accordance with the terms of the Plan. Unless the Committee discontinues Officer’s participation in the amount and Plan, his/her participation in the Plan shall continue in like manner set forth in Section 3 hereoffor each Plan Year after the first Plan Year for so long as Officer shall continue his/her employment with the Company.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's ’s general corporate purposes and shall be available to the Employer's ’s general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "“Trust"”) within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's ’s bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the an Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the an Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. Section 2.1 The Employer Participant shall maintain on its books and records a hereinafter be entitled to designate for deferral up to ten percent (10%) of the Participant's base salary for services rendered after the execution of this Agreement. Such deferred salary shall be credited to the Deferred Compensation Account. Section 2.2 The Corporation agrees to contribute to the deferred Compensation Account an amount equal to fifty percent (50%) of the Participant's Deferred Compensation contribution, subject to the investing provisions set forth in Article III hereof. Corporate Contributions shall be credited to the Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid as the Participant's Contributions are credited to the Employee or his beneficiary pursuant Deferred Compensation Account. Section 2.3 All funds credited to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available increased by an amount equal to the Employer's general creditors. The amount reflected in said interest that would have been earned on funds represented by the Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors credited monthly on the last day of each month (based on each month's average of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets Prime Interest Rate of the Employer. First Wisconsin National Bank of Milwaukee applied to the average Deferred Compensation account balance each month). Section 3.1 The Employee right of the Participant or his beneficiary shall have only a contractual right against any other person to payment of deferred compensation from funds credited to the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish as a grantor trust (hereinafter the "Trust") within the meaning of Section 671 result of the Internal Revenue Code Corporation's contributions, and increased on that portion of 1986the Deferred Compensation Account created by the Corporation's contribution pursuant to Article II, as amended. The assets in such Trust shall at all times be Section 2.2 are subject to the claims vesting provisions of this Article. Section 3.2 While the Corporation's contributions shall be credited to the Deferred Compensation account as shall the interest factor thereon, such contributions and the interest factor thereon shall not begin vesting until this Agreement has been in full force and effect for two (2) continuous years without suspension of the general creditors Participant from the Plan as herein provided for. Section 3.3 The Participant's right to the attainment of that portion of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited represented by Corporation's contributions shall vest as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.follows:

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments As of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. HoweverEffective Date, the Employer Company shall not establish on the books of the Company in the name of Officer an account to which shall be required credited an amount equal to segregate or earmark any ten percent (10%) of its assets Officer’s combined annual base salary and annual incentive compensation (“Eligible Compensation”) earned for the benefit of period which begins January 1, 2008 and ends on the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipationfollowing December 31, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary2008 (a “Plan Year”), and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust each Plan Year thereafter (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan). As of the general creditors end of each Plan Year, Officer’s bookkeeping account will be credited with ten per cent (10%) of Officer’s Eligible Compensation for such Plan Year, subject to the Employer annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the event Plan. If, during a Plan Year, Officer ceases to be eligible to participate in the Plan, Officer’s bookkeeping account shall be credited with ten per cent (10%) of (a) Officer’s Eligible Compensation related to base salary earned for the Employer's bankruptcy or insolvencyportion of such Plan Year during which Officer was a participant in the Plan, and neither (b) that amount of Officer’s Eligible Compensation related to the Employee nor any beneficiary Company’s annual Incentive Compensation Program (or comparable annual bonus plan) payable to the Officer, if any, for the portion of such Plan Year during which Officer was a participant in the Plan, as determined by the Committee. Each Plan Year in which the Plan is continued, the balance in Officer’s bookkeeping account shall have any preferred claim or rightbe credited on a monthly basis with interest (“Interest Equivalent Rate”). The Interest Equivalent Rate shall be established by the Committee, or any beneficial ownership interest inits designee, any such assets of in the Trust Committee’s or its designee’s sole discretion, prior to the time such assets are paid beginning of each Plan Year, but shall generally be equivalent to the Employee or beneficiary pursuant to this Agreement“expected return on assets” under the Trinity Standard Pension Plan. The Employer Once established, the Interest Equivalent Rate shall credit to said Deferred Compensation Account remain the amount same for the entire Plan Year. At the end of any salary to which each calendar month, the Employee becomes entitled and which is balance in the Officer’s deferred pursuant to Section 1 hereof, such amount to be credited compensation account as of the first business day of each monthimmediately preceding month will be multiplied by the Interest Equivalent Rate divided by 12. The Employer resulting interest amount shall also credit then be credited to said Deferred Officer’s bookkeeping account. The total of the amounts credited to Officer’s bookkeeping account shall be payable in the manner and subject to the conditions hereinafter set forth. For purposes of determining Officer’s Eligible Compensation, base salary shall be defined as that amount specifically approved by the Company as base salary and shall exclude other payments such as perquisite allowance, insurance reimbursements, special awards, etc., as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. For purposes of determining Officer’s Eligible Compensation, annual incentive compensation shall mean all amounts earned under the Company’s annual Incentive Compensation Account Program (or comparable annual bonus plan) for a given year whether payable currently or over a period of future years and excludes equity compensation except as awarded in lieu of cash under the annual Incentive Compensation Program, in each such case as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. The Committee will make an annual determination regarding whether to continue the Plan for the next Plan Year and whether Officer shall continue to be eligible to participate in the Plan for such Plan Year. In the event Officer’s participation in the Plan is terminated, as of the date of termination of Officer’s participation, no further deferrals of Eligible Compensation shall be added to Officer’s bookkeeping account. Officer’s bookkeeping account shall, however, continue to be maintained and administered (including monthly credits of interest at the Interest Equivalent Rate in effect for the Plan Year) in accordance with the terms of the Plan. Unless the Committee discontinues Officer’s participation in the amount and Plan, his/her participation in the Plan shall continue in like manner set forth in Section 3 hereoffor each Plan Year after the first Plan Year for so long as Officer shall continue his/her employment with the Company.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his her beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his her beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his her beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his her beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his her beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer While a Trustee participates in the Plan pursuant to an Agreement, all deferred compensation payable by the Trust for the Trustee's services shall maintain on its books and records a be credited to the Trustee's Deferred Compensation Account to record its liability for future payments under the applicable Agreement at the end of deferred compensation and interest thereon required to be paid the calendar quarter in which such amounts are otherwise payable. A Trustee shall allocate amounts in his Account among the investment options available under the Plan by submitting a written election to the Employee Treasurer (or his beneficiary pursuant to this Agreement. However, the Employer shall not delegate) on such form as may be required to segregate or earmark any of its assets for by the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust Treasurer prior to the date deferrals are scheduled to begin. The percentage allocated to an investment option shall be a multiple of 5% and no less than 10%. The Board shall specify from time such assets are paid to time the investment options available under the Plan. A Trustee may elect to change the investment allocation for future deferrals by submitting a written request to the Employee Treasurer (or beneficiary pursuant his delegate) on such form as may be required by the Treasurer. A Trustee may make such an investment allocation change only once per calendar quarter and, as with a Trustee's initial allocation, the percentage allocated to this Agreementan investment option shall be a multiple of 5% and no less than 10%. The Employer Such a change shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited become effective as of the first business day end of each monththe calendar quarter in which the Treasurer (or his delegate) receives written notice of the change. The Employer A Trustee may also transfer amounts previously allocated to one investment option into one or more different investment options which are available at the time of the transfer by submitting a written request to the Treasurer (or his delegate) on such form as may be required by the Treasurer. A Trustee may make such a transfer only once per calendar quarter and the transferred amount must be in increments of $500. Such a transfer shall also credit become effective as of the end of the calendar quarter in which the Treasurer (or his delegate) receives written notice of the transfer. A Trustee's Account(s) will be credited with any income, gains and losses that would have been realized if amounts equal to said Deferred Compensation Account an Interest Equivalent the deferred amounts had been invested in accordance with the amount and manner set forth Trustee's allocation election on the date such deferred amounts were credited to the Trustee's Account(s). For this purpose, any amounts that would have been received, had amounts been invested as described above, from a chosen investment option will be treated as if reinvested in Section 3 hereofthat option on the date such amounts would have been received.

Deferred Compensation Account. The Employer As of the Effective Date, the Company shall maintain establish on its the books of the Company in the name of Officer an account to which shall be credited an amount equal to a percentage (as described below) of Officer’s combined annual base salary and records a Deferred Compensation Account to record its liability for future payments of deferred annual incentive compensation and interest thereon required to be paid (“Eligible Compensation”) relating to the Employee or his beneficiary pursuant to this Agreement. Howeverperiod commencing on January 1 and ending on December 31 of each calendar year (each, a “Plan Year”), with the Employer shall not be required to segregate or earmark any of its assets for first Plan Year commencing on January 1, 2019 and ending on December 31, 2019 (the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary“First Plan Year”), and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust each Plan Year thereafter (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the Plan). As of the general creditors end of each Plan Year, Officer’s bookkeeping account will be credited with an amount equal to ten percent (10%) of Officer’s Eligible Compensation for such Plan Year, subject to the Employer annual determination by the Committee regarding (i) the continuation of this Plan, and (ii) Officer’s continued participation in the event Plan. If, during a Plan Year, Officer ceases to be eligible to participate in the Plan, Officer’s bookkeeping account shall be credited with ten percent (10%) of (a) Officer’s Eligible Compensation related to base salary payable for the Employer's bankruptcy or insolvencyportion of such Plan Year during which Officer was a participant in the Plan, and neither (b) that amount of Officer’s Eligible Compensation related to the Employee nor any beneficiary Company’s annual Incentive Compensation Program (or comparable annual bonus plan) payable to Officer, if any, for the portion of such Plan Year during which Officer was a participant in the Plan, as determined by the Committee; provided that, if Officer’s eligibility to participate in the Plan ceases during the First Plan Year, the months of January and February of 2019 shall have any preferred claim or rightbe included for purposes of calculated the pro-rated amount that is credited to Officer’s account under clause (a) above. Each Plan Year in which the Plan is continued, the balance in Officer’s bookkeeping account shall be credited on a monthly basis with interest (“Interest Equivalent Rate”). The Interest Equivalent Rate shall be established by the Committee, or any beneficial ownership interest inits designee, any such assets of in the Trust Committee’s or its designee’s sole discretion, prior to the time such assets are paid to beginning of each Plan Year. Once established, the Employee or beneficiary pursuant to this AgreementInterest Equivalent Rate shall remain the same for the entire Plan Year. The Employer shall credit to said Deferred Compensation Account At the amount end of any salary to which each calendar month, the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited balance in Officer’s bookkeeping account as of the first business day of each monthimmediately preceding month will be multiplied by the Interest Equivalent Rate divided by 12. The Employer resulting interest amount shall also credit then be credited to said Deferred Officer’s bookkeeping account. The total of the amounts credited to Officer’s bookkeeping account shall be payable in the manner and subject to the conditions hereinafter set forth. If, during a Plan Year, Officer’s bookkeeping account balance reaches two times Officer’s annual base salary plus target annual incentive compensation amount as of the Effective Date, crediting of amounts other than interest will be discontinued. For purposes of determining Officer’s Eligible Compensation, base salary shall be defined as that amount specifically approved by the Company as base salary and shall exclude other payments such as perquisite allowance, insurance reimbursements, special awards, etc., as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. For purposes of determining Officer’s Eligible Compensation, annual incentive compensation shall mean all amounts earned under the Company’s annual Incentive Compensation Account Program (or comparable annual bonus plan) for a given year whether payable currently or over a period of future years and excludes equity compensation except as awarded in lieu of cash under the annual Incentive Compensation Program, in each such case as determined by the Committee or its designee, in the Committee’s or its designee’s sole discretion. The Committee will make an annual determination regarding whether to continue the Plan for the next Plan Year and whether Officer shall continue to be eligible to participate in the Plan for such Plan Year. In the event Officer’s participation in the Plan is terminated, as of the date of termination of Officer’s participation, no further deferrals of Eligible Compensation shall be added to Officer’s bookkeeping account. Officer’s bookkeeping account shall, however, continue to be maintained and administered (including monthly credits of interest at the Interest Equivalent Rate in effect for the Plan Year) in accordance with the terms of the Plan. Unless the Committee discontinues Officer’s participation in the amount and Plan, his/her participation in the Plan shall continue in like manner set forth in Section 3 hereoffor each Plan Year after the first Plan Year for so long as Officer shall continue his/her employment with the Company.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment transfer or garnishment assignment by creditors of the Employee or his beneficiary, and any 19 -3- attempt to anticipate, alienate, transfer, transfer or assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditorsAccount. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the an Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his [her] beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his [her] beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's ’s general corporate purposes and shall be available to the Employer's ’s general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his [her] beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his [her] beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his [her] beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "“Trust"”) within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's ’s bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the an Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. The Employer (a) Echlin shall maintain on its books and records establish a Deferred Compensation Account for each Participant which shall be credited with an amount equal to record its liability for future payments one hundred percent of deferred compensation and interest thereon required to be paid the Deferred Compensation as of the end of the month in which such Deferred Compensation would have otherwise been payable to the Employee Participant. (b) Echlin shall maintain the Deferred Compensation Account as if Echlin had invested the Deferred Compensation on the first business day after such Deferred Compensation was credited to the Account. (i) As of the end of each calendar year, Echlin shall credit the Deferred Compensation Account with an amount obtained by multiplying the amount of said Account by the greater of (i) the Commercial Paper Average Interest Rate, or his beneficiary pursuant to this Agreement. However(ii) a fraction, the Employer numerator of which is the Net Earnings and the denominator being the Total Assets, both as of the end of the preceding fiscal year. Amounts deferred during the calendar year shall not be required included in such computation only for the number of full months in which such deferrals were a part of the Account. The amounts so credited will then become a part of the Account Fund in the Participant's Deferred Compensation Account. (ii) All amounts credited to segregate or earmark any of its assets for the Participant's Deferred Compensation Account shall immediately vest to the benefit of the Employee or his beneficiary. Participant. (iii) Title to and beneficial ownership of the Account Fund shall at all times remain in Echlin and the Participant shall not have any property interest whatsoever in any specific assets of Echlin. (iv) The amount reflected in said value of the Deferred Compensation Account shall be available for determined in accordance with this Section 3. On or before March 31 of each year, Echlin shall notify the Employer's general corporate purposes and shall be available to Participant in writing of the Employer's general creditors. The amount reflected in said value of his or her Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereofpreceding December 31.

Deferred Compensation Account. (a) The Employer Corporation shall maintain on its books and records credit the amounts described in the preceding paragraph to a book reserve (the "Deferred Compensation Account") established for this purpose. (b) All funds credited to the Deferred Compensation Account may be kept in cash or invested and reinvested in mutual funds, stocks, bonds, securities or any other assets as may be selected by the Corporation in its discretion until the Employee provides to record its liability for future payments the Corporation written direction of deferred compensation and interest thereon required investment. The Employee may provide such written direction no more frequently than quarter-annually; provided, however, that the Employee may not direct the Corporation to invest Deferred Compensation Account amounts in the debt or equity of the Corporation or in any assets in which the Corporation, in the opinion of counsel, reasonably may not invest. In the exercise of the foregoing discretionary investment powers, the Corporation may engage investment counsel and, if it so desires, may delegate to such counsel full or limited authority to select the assets in which the Deferred Compensation Account funds are to be paid to invested. (c) All appreciation, depreciation, income, loss and expenses on the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available increase or decrease, as appropriate, such Deferred Compensation Account. The Corporation shall account at least annually to the Employee to reflect all activity in the Deferred Compensation Account for the Employer's general corporate purposes preceding period. (d) The Employee assumes all risk in connection with any investment of the Deferred Compensation Account. (e) Title to and shall be available to beneficial ownership of all assets held in the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer remain in the event of the Employer's bankruptcy or insolvency, Corporation and neither the Employee nor any beneficiary shall not have any preferred claim or right, or any beneficial ownership property interest in, any such assets of whatsoever in the Trust prior to the time such assets are paid to the Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereofAccount.

Deferred Compensation Account. The Employer shall maintain on its books and records a Deferred Compensation Account to record its liability for future payments of deferred compensation and interest thereon required to be paid to the Employee or his beneficiary pursuant to this Agreement. However, the Employer shall not be required to segregate or earmark any of its assets for the benefit of the Employee or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's ’s general corporate purposes and shall be available to the Employer's ’s general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment transfer or garnishment assignment by creditors of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, transfer or assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditorsAccount. Notwithstanding the foregoing, in order to pay amounts which may become due under this Agreement, the Employer may establish a grantor trust (hereinafter the "“Trust"”) within the meaning of Section 671 of the Internal Revenue Code of 1986, as amended. The assets in such Trust shall at all times be subject to the claims of the general creditors of the Employer in the event of the Employer's ’s bankruptcy or insolvency, and neither the Employee nor any beneficiary shall have any preferred claim or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to the an Employee or beneficiary pursuant to this Agreement. The Employer shall credit to said Deferred Compensation Account the amount of any salary to which the Employee becomes entitled and which is deferred pursuant to Section 1 hereof, such amount to be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent in the amount and manner set forth in Section 3 hereof.

Deferred Compensation Account. (a) The Employer Company shall continue to maintain a deferred compensation account (“Account”) in the Employee’s name on its books and records a Deferred Compensation records. The Account to record its liability for future payments of deferred compensation and interest thereon required shall continue to be paid credited with the amounts credited to Employee pursuant to the Employee or his beneficiary pursuant to this Prior Agreement. HoweverCommencing for the fiscal year of the Company ending December 31, 2006, on or before May 1 on each year during the Term of the Employment Agreement for which the Company’ s Annual Operating Income Targets are met for the preceding fiscal year, the Employer Company shall not credit an amount to Employee’s Account equal to $15,000, and for every 1% the actual Operating Income for such year exceeds the Annual Operating Income Target, the amount credited to the Account shall be required increased by $1,000, up to segregate or earmark any a maximum aggregate annual credit of its assets for the benefit $30,000. The value of the Account shall be determined on each Valuation Date (as hereinafter defined) as if the Account were invested in the “Vanguard Index Trust — 500 Portfolio” (or a similar index fund replacing such Index, “Vanguard Index Fund”), and as amounts are credited to the Account, they will be treated as if they were invested as soon as practicable in the Vanguard Index Fund (subject to any expenses or costs of such investment); provided that, the Company may provide alternative investment options in which the Account is deemed to be invested and may permit the Employee to elect periodically the investment option (or options) in which his Account is deemed to be invested. When the Employee (or his beneficiary. The amount reflected in said Deferred Compensation Account shall be available for the Employer's general corporate purposes and shall be available ) becomes entitled to the Employer's general creditors. The amount reflected in said Deferred Compensation Account shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors payment of the Employee or his beneficiary, and any attempt to anticipate, alienate, transfer, assign or attach the same shall be void. Neither the Employee nor his beneficiary may assert any right or claim against any specific assets of the Employer. The Employee or his beneficiary shall have only a contractual right against the Employer for the amount reflected in said Deferred Compensation Account and shall have the status of general unsecured creditors. Notwithstanding the foregoing, in order to pay amounts which may become due benefits under this Agreement, he shall be entitled to receive the Employer may establish a grantor trust (hereinafter the "Trust") within the meaning of Section 671 balance credited to his Account as of the Internal Revenue Code of 1986, as amendedimmediately preceding Valuation Date (“Account Balance”). The assets Valuation Date(s) shall be January 1st of each calendar year, and such other dates (if any) as may be designated by the Company on which the Employee’s Account will be valued. The Employee’s interest in such Trust his Account Balance shall at all times be 100% vested and nonforfeitable. (b) At such time as Employee shall retire on or after his Normal Retirement Date (the “Normal Retirement Date”) as provided in the Life of the South Corporation Profit Sharing Plan and Trust or any retirement plan replacing or superseding same (the “Profit Sharing Plan”), or, if he retires or terminates prior to such Normal Retirement Date, then when he reaches the date which would have been his Normal Retirement Date (the applicable date being hereinafter referred to as the “Payment Commencement Date”), the Company shall pay the Employee his Account Balance in one hundred twenty (120) substantially equal monthly installments; provided, that the Employee may elect at the time he first becomes covered under this Agreement to receive his benefits in a lump sum on the Payment Commencement Date by electing such payment in the manner established by the Employer, provided, further, that Employee shall have one additional opportunity to change his payment election to receive either 120 monthly installments or a lump sum, subject to the claims following conditions: (i) the change election must be made at least 12 months prior to the initial payment date, (ii) the payment date will be delayed for 5 years after retirement, (iii) the change election will not be given effect for 12 months, and (iv) the change election will be irrevocable. The balance in the Employee’s Account shall continue to be treated as if it were invested as specified in (a) above until the amount has been fully distributed to him. If the Employee terminates employment prior to his Payment Commencement Date and dies prior to commencement of payments, his designated beneficiary (as set forth on Schedule “A”) shall receive the general creditors Account Balance that would otherwise have been payable to the Employee, payable in a lump sum on the date that would have been the Employee’s Payment Commencement Date. (c) Unless a lump sum is elected, the amount due Employee shall be paid in one hundred twenty (120) substantially equal monthly installments. Such payments shall commence within thirty-one (31) days after the Payment Commencement Date and shall be paid monthly on the same date of each month thereafter for a period of ten (10) years following the Employer Payment Commencement Date. If Employee dies after the Payment Commencement Date but prior to the expiration of such 10-year period, the remaining Account Balance which would otherwise have been paid to Employee shall be paid in a lump sum to such person(s) as Employee shall designate by written instrument on Schedule “A” attached hereto. (d) In the event of a Change in Control of the Employer's bankruptcy or insolvencyCompany, as defined in the Employee’s Employment Agreement and neither either (i) the Employee nor any beneficiary shall have any preferred claim is terminated by the Company without Cause (as defined in the Employment Agreement) or right, or any beneficial ownership interest in, any such assets of the Trust prior to the time such assets are paid to (ii) the Employee or beneficiary pursuant to this terminates employment for Good Reason (as defined in the Employment Agreement. The Employer shall credit to said Deferred Compensation Account the amount ), within twelve (12) months of any salary to which such Change in Control, then the Employee becomes shall be entitled and which to receive an immediate lump sum payment of his Account Balance (but no further credits shall be made to his Account after such payment). If, after a Change in Control, the Employee terminates employment voluntarily without Good Reason or if his employment is deferred pursuant to Section 1 hereofterminated by the Company for Cause, such amount to then his Account Balance shall be credited as of the first business day of each month. The Employer shall also credit to said Deferred Compensation Account an Interest Equivalent payable in the amount and manner set forth in Section 3 hereofaccordance with subsection (b) above.