The Greenbrier Companies, Inc. Amended and Restated Non-Qualified Deferred Compensation Plan Adoption Agreement

[ x ]

(a)       Nonqualified Deferred Compensation Plan. An unfunded nonqualified deferred compensation plan which is (choose only one of (i), (ii), (iii) or (iv)):

[    ]

(i) Excess benefit plan. An “excess benefit plan” under ERISA§3(36) and exempt from Title I of ERISA.

[ x ]

(ii) Top-hat plan. A “SERP” or other plan primarily for a “select group of management or highly compensated employees” under ERISA and partially exempt from Title I of ERISA.

[    ]

(iii) Contractors only. A plan benefiting only Contractors (non-Employees) and exempt from Title I of ERISA.

[    ]

(iv) Church plan. A church plan as described in Code §414(e) and ERISA §3(33) and maintained by a church or church controlled organization under Code §3121(w)(3) and exempt from Title I of ERISA..

[    ]

(b)    Ineligible 457 Plan. An ineligible 457 Plan subject to Code §457(f). The Employer is (choose only one of (i), (ii) or (iii)):

[    ]

(i) Governmental Plan. A State.

[    ]

(ii) Tax-Exempt Plan. A Tax-Exempt Organization. The Plan is intended to be a “top-hat” plan or an excess benefit plan as described in (a)(ii) and (a)(ii) above or the Plan benefits only Contractors.

[    ]

(iii) Church plan. A church plan as described in Code §414(e) and ERISA §3(33) but which is not maintained by a church or church controlled organization under Code §3121(w)(3).

[ x ]

(a)     Account Balance Plan. As the following type(s) of Account Balance Plan(s) under Section 1.02 (choose one of (i), (ii) or (iii)):

[    ]

(i) Elective Deferral Account Balance Plan. See Section 2.02.

[    ]

(ii) Employer Contribution Account Balance Plan. See Sections 2.03 and 2.04.

[ x ]

(iii) Both. Both an Elective Deferral Account Balance Plan and an Employer Contribution Account
Balance Plan.

[    ]

(b) Separation Pay Plan. As the following type(s) of Separation Pay Plan(s) under Section 1.42 (choose one of (i) through (iv)):

[    ]

(i) Involuntary Separation.

[    ]

(ii) Window Program.

[    ]

(iii) Voluntary Separation.

[    ]

(iv) Combination:                                                                       (specify)

[ x ]

(a)   Do not apply. All Adoption Agreement elections and Plan provisions apply to all Participants.

[    ]

(b)   Apply. See Exhibit A to the Adoption Agreement.

1.11

Change in Control. Change in Control means (choose (a) or choose one of (b), (c) or (d)):

[    ]

(a)   Not applicable. Change in Control does not apply for purposes of this Plan.

[ x ]

(b)   All events. Change in Control means all events under Section 1.11.

[    ]

(c)     Limited events. Change in Control means only the following events under Section 1.11 (choose one or two of (i), (ii) and (iii)):

[     ]

[     ]

[     ]

[    ]

[    ]

[    ]

[    ]

[ x ]

(e)     (Specify):     Eligible compensation shall include only Base Salary (which for non-salaried Employees means regularly recurring base wages, including over-time and shift differential), annual bonus, compensation under Employer’s Long-Term Cash Incentive Program, and equity-based compensation, and shall exclude all other forms of compensation. Dividends and dividend equivalent payments payable on or after January 1, 2017 with respect to equity-based compensation deferred under the Plan shall be automatically deferred and credited as earnings under the Plan.

[ x ]

(a) All impairments. All impairments constituting Disability.

(b) Limited. Only the following impairments constituting Disability:                                             .

1.20     Effective Date. The effective date of the Plan is (choose one of (a) or (b)):

[    ]

(a) New Plan. This Plan is a new Plan and is effective                                                                     .

(b)    Restated Plan. This Plan is a restated Plan and is restated effective as of June 15, 2018. The Plan was previously restated to comply with Code §409A. The Plan was originally effective March 1, 1994.

[ x ]

[ x ]

(a)    Determination of “Employer.” In determining the “Employer” under Section 1.40(E) and Code §§414(b) and (c), apply the following percentage: ____80%____ (specify percentage).

(b)    Collectively Bargained Multiple Employer Plan. Under Section 1.40(H), the following reasonable definition of Separation from Service applies:                                                                  (specify).

1.44   Specified Employees-Elections. The Employer makes the following elections relating to the determination of Specified Employees (choose (a) or choose one or more of (b)-(e)):

(a)    Not applicable. The Employer does not have any Specified Employees or none which benefit under the Plan. Alternatively, the Employer makes no special elections under Section 1.44.

(b)    Alternative Code §415 Compensation. The Employer elects the following alternative definition of Code §415 Compensation:                                                                          (specify).

(c)    Alternative Specified Employee identification date. The Employer elects the following alternative Specified Employee identification date: (specify).

(d)    Alternative Specified Employee effective date. The Employer elects the following alternative Specified Employee effective date:                                                                  (specify).

(e) Other elections. The Employer makes the following other elections relating to Specified

Employees:                                                                                                                            (specify).

(a)    Not applicable. Unforeseeable Emergency does not apply for purposes of this Plan.

(b)    All events. All events constituting Unforeseeable Emergency.

(c)    Limited. Only the following events constituting Unforeseeable Emergency:                    .

1.56     Wraparound Election. The Plan (choose one of (a) or (b)):

(a)    Permits. Permits Participants who participate in a 401(k) or 403(b) plan of the Employer to make Wraparound Elections.

(b)    Not permitted. Does not permit Wraparound Elections (or the Employer does not maintain a 401(k) or 403(b) plan covering any Participants).

1.57    Year of Service. The following apply in determining credit for a Year of Service under the Plan (choose (a) or choose one or more of (b) – (e)):

(a)    Not applicable. Year of Service does not apply for purposes of this Plan.

(b)    Year of continuous service. To receive credit for one Year of Service, the Participant must remain in continuous employment with the Employer (or render contract service to the Employer) for the Participant’s entire Taxable Year.

(c)    Service on any day. To receive credit for one Year of Service, the Participant only need be employed by the Employer (or render contract service to the Employer) on any day of the Participant’s Taxable Year.

(d)    Pre-Plan service. The Employer will treat service before the Plan’s Effective Date for determining Years of Service as follows (choose one of (i) or (ii)):

[ x ]

(i) Include.

[    ]

(ii) Disregard.

(e)

(Specify):                                                                                                       .

[ x ]

(a)    All top-hat Employees. All Employees whom the Employer from time to time designates in writing as part of a select group of management or highly compensated employees.

Effective December 8, 2015, the Employer designates as Participants in the Plan: (1) All Employees who currently have an Account balance (regardless of level of base compensation); and (2) all Employees with Base Salary of $150,000 or greater.

[    ]

(b)    All Employees with maximum qualified plan additions or benefits. All Employees who have reached or will reach their limit under Code §§415(b) or (c) in the Employer’s qualified plan for the Taxable Year, or for the 415 limitation year ending in the Taxable Year.

[    ]

(c)    Specified Employees/Contractors by name, job title or classification:                                                         . (e.g., Joe Smith, Executive Vice President or those Employees/Contractors specified in Exhibit B).

Note: An Employer might elect (c) and reference Exhibit B to maintain confidentiality within the workforce as to the identity of some or all Participants.

2.02     Elective Deferrals. Elective Deferrals by Participants are (choose one of (a), (b) or (c)):

[ x ]

(a)    Permitted. Participants may make Elective Deferrals.

(b)    Not permitted. Participants may not make Elective Deferrals.

[    ]

(c)    Frozen Elective Deferrals. The Plan does not permit Elective Deferrals as of:                    .

    2.02(A)     Amount limitation/conditions. A Participant’s Elective Deferrals for a Taxable Year are subject to the following amount limitation(s) or other conditions (choose (a) or choose at least one of (b) – (d)):

[    ]

(a)    No limitation.

[ x ]      (b)    Maximum Elective Deferral amount: 50% of Base Salary, bonus and other cash Compensation other than Compensation under Employer’s Long-Term Cash Incentive Program (“LTCIP”); 100% of Compensation under LTCIP; and 100% of stock-based Compensation, including all stock-based awards made pursuant to the Employer’s Stock Incentive Plan, whether paid in cash or shares of Employer stock.

[    ]

(c)    Minimum Elective Deferral amount:                                                                                      .

(d) (Specify):                                                                                                                                           .

    2.02(B)    Election timing. A Participant must provide the Elective Deferral election under Section 2.02 to the Employer (choose one of (a) or (b)):

[ x ]

(a)    By the deadline. No later than the applicable election deadline under Section 2.02(B).

[    ]

(b)    Specified date. No later than days before the applicable election deadline under Section 2.02(B).

2.02(B)(6) Final payroll period. The Plan treats final payroll period Compensation under Section 2.02(B)(6) as (choose one of (a) or (b)):

[    ]

(a)    Current Year. As Compensation for the current Taxable Year in which the payroll period commenced.

[ x ]

(b)    Subsequent Year. As Compensation for the subsequent Taxable Year in which the Employer pays the Compensation.

2.02(C) Election changes/Irrevocability. A Participant who makes an Elective Deferral election before the applicable deadline under Section 2.02(B) (choose one of (a) or (b)):

[ x ]

(a)    May change. May change the election until the applicable election deadline.

[    ]

(b)    May not change. May not change the election as to the first Taxable Year to which the election applies.

Note: A payment election under Section 4.02(A) or (B) is a separate election which is not controlled by this Section 2.02(C). See Section 4.06(B).

2.02(D)    Election duration. A Participant’s Elective Deferral election (choose one of (a) or (b)):

[ x ]

(a)    Taxable Year(s) only. Applies only to the Participant’s cash Compensation earned and/or equity awarded for the Taxable Year or Taxable Years for which the Participant makes the election.

[    ]

(b)    Continuing. Applies to the Participant’s Compensation for all Taxable Years, commencing with the Taxable Year for which the Participant makes the election, unless the Participant makes a new election or revokes or modifies an existing election.

2.03       Nonelective Contributions. During each Taxable Year the Employer will contribute a Nonelective Contribution for each Participant equal to (choose (a) or (f) or choose one or more of (b) – (e)):

[    ]

(a)    None. The Employer will not make Nonelective Contributions to the Plan.

[    ]

(b)    Fixed percentage.                                                  % of the Participant’s Compensation.

[    ]

(c)

Fixed dollar amount. $                                              per Participant.

[    ]

(d)  Discretionary. Such Nonelective Contributions (or additional Nonelective Contributions) as the Employer may elect, including zero.

(e)

(Specify):

“Effective Date” means August 28, 2012.

“Final Base Salary” shall mean a Participant’s annualized base salary rate in effect as of the last day of the calendar year preceding the calendar year during which the Participant attains age 65.

“Normal Retirement Date” shall mean the date of a Participant’s 65th birthday.

“Retirement Benefit” shall mean payment of the amount credited to a Participant’s Target Benefit Program account in substantially equal month installments beginning on the Participant’s Normal Retirement Date and continuing for 180 months.

The “Administrator” shall be the Chief Financial Officer of the Company, or such other person or persons as may be appointed by the Chief Executive Officer of the Company to administer the Target Benefit Program. The Administrator shall decide any questions about the rights of Participants and in general administer the Target Benefit Program. The Administrator may delegate all or part of his administrative duties to one or more agents and may retain advisors for assistance. The Administrator may consult with and rely upon the advice of counsel, who may be counsel for the Company.

“Cause” shall mean the conviction of a Participant (including a plea of nolo contendere) of a felony or gross misdemeanor under federal or state law which is materially and demonstrably injurious to the Company or which impairs the Participant’s ability to perform substantially the Participant’s duties for the Company.

“Good Reason” shall mean the occurrence of any of the following:

Any material diminution in a Participant’s title, position, duties or responsibilities or authorities (which shall include, without limitation, any change such that the Participant is no longer serving in the position in which he serves as of the Effective Date in publicly-traded company); the

© Copyright 2008 SunGard

assignment to him of duties that are materially inconsistent with, or materially impair his ability to perform, the duties then assigned to him, in each case as determined by the Participant in good faith; or any change in the reporting structure so that the Participant is required to report to any person other than the Company’s Chief Executive Officer;

A reduction by the Company of a Participant’s base salary exceeding 5 percent of Participant’s base salary as in effect immediately prior to the Change in Control, or an adverse change in the form or timing of the payment of the Participant’s base salary;

A reduction by the Company of a Participant’s annual bonus exceeding 20 percent of the Participant’s prior year’s annual bonus (unless such reduction relates to the amount of annual bonus payable to the Participant for the achievement of specified performance goals, or to the attainment of profitability levels of the Company or certain of its subsidiaries, and the non-achievement of such goals and/or the non-attainment of profitability levels of the Company or certain of its subsidiaries, is the reason for the reduction in the Participant’s annual bonus compared to the prior year’s bonus);

The Company’s requiring a Participant to be based at any office more than 30 miles from where the Participant’s office is located immediately prior to the Change in Control.

The Company fails to require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, to assume expressly and agree to perform its obligations under the Target Benefit Program, provided that such successor has received at least ten days’ prior written notice from the Company of such obligations.

© Copyright 2008 SunGard

(f)    Frozen Nonelective Contributions. The Employer will not make any Nonelective Contributions as of:                                                                                          .

(a)    None. The Employer will not make Matching Contributions to the Plan.

(b)    Fixed match-flat. An amount equal to                                                       % of each Participant’s Elective Deferrals for each Taxable Year.

(c)    Fixed match-tiered. An amount equal to the following percentages for each specified level of a Participant’s Elective Deferrals or Years of Service for each Taxable Year:

%

%

%

%

%

%

(d)    No other caps. The Employer in applying the Matching Contribution formula under 2.04(b) or (c) above will not limit the Participant’s Elective Deferrals taken into account (except as indicated above) and otherwise will not limit the amount of the match.

© Copyright 2008 SunGard

(e)    Limit on Elective Deferrals matched. The Employer in making Matching Contributions will disregard a Participant’s Elective Deferrals exceeding                                                       (specify percentage or dollar amount of Compensation) for the Taxable Year.

(f)    Limit on matching amount. The Matching Contribution for any Participant for a Taxable Year may not exceed: ____________________________ (specify percentage or dollar amount of Compensation).

(h)    (Specify):                                                                                                                       .

(i)    Frozen Matching Contributions. The Employer will not make any Matching Contributions as of:                                                                                                                                        .

(b)    Notional. Credited to Participant Accounts only as a bookkeeping entry.

(c)    (Specify):                                                                                                                         .

(b)    Year of continuous service. The Participant must remain in continuous employment with the Employer (or render contract service to the Employer) for the entire Taxable Year.

(c)    (Specify):                                                                                                                         .

(b)    Immediate vesting. 100% Vested at all times with respect to the entire Accrued Benefit.

(c)    Immediate vesting (Elective Deferrals)/vesting schedule (Employer Contributions). A Participant’s Elective Deferral Account is 100% Vested at all times. A Participant’s Nonelective

© Copyright 2008 SunGard

(d)Vesting schedule - entire Accrued Benefit. The Participant’s entire Accrued Benefit is subject to the following vesting schedule:

(e)    Vesting schedule – class year or all years. The Plan’s vesting schedule applies as follows (Choose one of (i) or (ii)):

(i)    Class year. Apply the vesting schedule separately to the Deferred Compensation for each Taxable Year.

(ii)    All years. Apply the vesting schedule to all Deferred Compensation.

(f)    Other Substantial Risk of Forfeiture. (Specify):                                                                                  .

(b)    Retirement Age. On or following Retirement Age.

(c)    Death. As a result of death.

© Copyright 2008 SunGard

[    ]

(d)

Disability. As a result of Disability.

[    ]

(e)

(Specify):                                                                                                                                                    .

Note: An early vesting provision generally does not result in prohibited acceleration of benefits under Code §409A. See Section 4.02(C)(2).

3.03    Application of Forfeitures. The Employer will (choose only one of (a) – (d)):

[ x ]

(a) Not Applicable. Not apply any provision regarding allocation of forfeitures since there are no Plan forfeitures.

[    ]

(b)

Retain. Keep all forfeitures for the Employer’s account.

[    ]

(c) Allocate. Allocate (in the year in which the forfeiture occurs) any forfeiture to the Accounts of the remaining (nonforfeiting) Participants, in accordance with one of the following methods (choose one of (i) or (ii)):

[    ]

(i)   Per Compensation. In the same ratio each Participant’s Compensation for the Taxable Year bears to the total Compensation of all Participants sharing in the forfeiture allocation for the Taxable Year.

[    ]

(ii)   Per Account balances. In the same ratio each Participant’s Account balance at the beginning of the Taxable Year bears to the total Account balances of all Participants sharing in the forfeiture allocation for the Taxable Year.

[    ]

(d)

(Specify):                                                                                                                                                        .

4.01    Payment Events/Elections. The Plan payment events are (choose one or more of (a) through (i) as applicable):

© Copyright 2008 SunGard

[ x ]

(a)

Separation from Service.

[ x ]

(b)

Death.

[ x ]

(c)

Disability.

[    ]

(d)

Specified Time. The Plan permits payment to a Participant at a Specified Time (choose one of (i) - (iv)):

[    ]

(i) Forfeiture Lapse. At the time that the Deferred Compensation no longer is subject to a Substantial Risk of Forfeiture.

[    ]

(ii) Stated Age. Upon attainment of age:                      (specify age).

[    ]

(iii) (Specify): On:                                  (e.g., January 1, 2015).

[    ]

(iv) Election. In accordance with a Participant or Employer election under 4.02(A) or (B).

Note: The Employer must approve any Participant payment election. See Section 4.06. Payment at a Specified Time will be a lump-sum payment.

[    ]

(e)

Schedule (choose one of (i) or (ii)):

[    ]

(i) Schedule:                                                                                                                                    .

[    ]

(ii) Election. In accordance with a Participant or Employer election under 4.02(A) or (B).

Note: The Employer must approve any Participant payment election. See Section 4.06. Payment pursuant to a Fixed Schedule will be installments or an annuity commencing at a specific time.

[ x ]

(f)

Change in Control. The Plan permits payment to a Participant based on a Change in Control.

[ x ]

(g)

Emergency.

[    ]

(h)

(Specify):                                                                                                                                                    .

(e.g., based on Unforeseeable Emergency, but only as the Elective Deferral Accounts).

Note: The Employer in (h) may modify any of (a)-(g) but only if such modifications are consistent with Code §409A.

[ x ]

(i)

election under 4.02(A) or (B).

Note: The Employer must approve any Participant payment election. See Section 4.06.

Separation from Service, the Plan (choose (a) or choose one of (b) or (c)):

[ x ]

(a)

Not applicable. Only Employees are Participants in the Plan.

© Copyright 2008 SunGard

[    ]

(b)

Applies deemed Separation from Service. Applies the deemed Separation from Service

provisions of Section 4.01(E).

[    ]

(c)

Does not apply. Does not apply the deemed Separation from Service provisions of Section 4.01(E).

4.02 Timing, Form and Medium of Payment/Elections. The Plan will pay a Participant’s Vested Accrued Benefit as follows (complete (a), (b) and (c)):

(a)

Timing. Payment will commence or be made (choose only one of (i) - (vi)):

[ x ]

(i) 30 days. On a date which is 30 days following the payment event, unless otherwise made at a Specified Time or in accordance with a Fixed Schedule.

[    ]

(ii) 90 days. On a date which is within 90 days following the payment event, unless otherwise made at a Specified Time or in accordance with a Fixed Schedule.

Note: A Participant may not designate the Taxable Year of Payment under (a)(ii).

[    ]

(iii) 6 months. On a date that is 6 months following the payment event, unless otherwise made at a Specified Time or in accordance with a Fixed Schedule.

[    ]

(iv) Specified Time/Fixed Schedule. At the Specified Time under Section 4.01(d) or pursuant to the Fixed Schedule under Section 4.01(e).

[    ]

(v) (Specify):                                                                                                                                            .

[    ]

(vi) Election. In accordance with a Participant or Employer election under Sections 4.02(A) or (B).

Note: The Employer must approve any Participant payment election. See Section 4.06(C).

Note: See Section 4.01(D) as to restrictions on timing of payments to Specified Employees.

(b)

Form. The Plan will make payment in the form of (choose one or more of (i) – (v)):

[ x ]

(i) Lump-sum. A single payment.

[ x ]

(ii) Installments. In installments as follows: Annual installments over a period not to exceed 10 years.

[    ]

(iii) Annuity. An immediate annuity contract.

[    ]

(iv) (Specify):                                                                                                                                           .

[    ]

(v) Election. In accordance with a Participant or Employer election under Sections 4.02(A) or (B).

© Copyright 2008 SunGard

(c)

Medium. The form of payment will be (choose only one of (i) - (iv)):

[ x ]

(i) Cash only.

[    ]

(ii) Property only.

[    ]

(iii) Property or cash (or both).

[    ]

(iv) Election. In accordance with a Participant or Employer election under 4.02(A) or (B).

Note: The Employer must approve all Participant payment elections. See Section 4.06.

Note: A choice between cash or property is not subject to Code §409A. See Treas. Reg. §1.409A-2(a)(1).

The Plan treats this election as not being subject to the timing rules applicable to payment elections.

4.02(A) Initial payment elections. The Plan (choose only one of (a) - (d)):

[    ]

(a)     No initial payment elections. The Plan and Adoption Agreement specify the payment events and the timing, form and medium of payment. If there are multiple payment events, the Plan will make payment based on the earliest event to occur except as follows:                              (indicate no exceptions or specify sequencing).

[ x ]

(b)     Participant initial payment election. Permits a Participant initially to elect the payment event and the timing, form and medium of payment of his/her Deferred Compensation in accordance with Section 4.02(A) (choose only one of (i) or (ii)):

[ x ]

(i) All Accounts. The Plan applies a Participant’s elections to all of the Participant’s Accounts under the Plan.

[    ]

(ii) Elective Deferral Account. The Plan applies a Participant’s elections only to the Participant’s Elective Deferral Account. The Employer will make all payment elections as to Nonelective and Matching Contribution Accounts.

Note: A Participant must elect a payment event from those which the Employer has elected under 4.01 above, which might include all of the 409A permissible payment events. A Participant in his/her election form may limit the payment election to Compensation Deferred at the time of the election or also may apply the payment election to all future Deferred Compensation.

[    ]

(c)

events and the timing, form and medium of payment of all Participant Accounts in accordance with Section 4.02(A).

[ x ]

(d)     (Specify):     Participant initial payment elections are permitted in accordance with Section 4.02(A) for amounts deferred on or after January 1, 2010. Participant initial payment elections are not permitted for amounts deferred prior to January 1, 2010 (e.g., the Participant may make an election only as to the Participant’s Grandfathered Amounts).

© Copyright 2008 SunGard

[    ]

(a)

[ x ]

(b)

Permits change payment elections. Permits change payment elections or changes to change payment

elections in accordance with Section 4.02(B) and as follows (choose one or more of (i) -(iv) ):

[ x ]

(i) Participant election. Permits a Participant to make change payment elections.

[    ]

(ii) Employer election. Permits the Employer to make change payment elections.

[    ]

(iii) Beneficiary election. Permits a Beneficiary following the Participant’s death to make change payment elections.

[ x ]

(iv) (Specify): See Addendum for payment provisions applicable to amounts deferred under the Plan prior to January 1, 2010 (e.g., a Beneficiary may make a change payment election only if the Participant had the right to do so, OR a Participant may make a change payment election only after attaining age 60).

[ x ]

(c)

payment election) that a Participant, a Beneficiary or the Employer (as applicable) may make is (choose one of (i) or (ii)):

[ x ]

(i) Unlimited. Not limited except as required under Section 4.02(B).

[    ]

(ii) Limited. Limited to: ________ (specify number).

[ x ]

(d)

to January 1, 2010 (e.g., permits change payment elections only as to Elective Deferral Account).

[ x ]

    (a)

Single payment.

[    ]

    (b)

Series of payments.

© Copyright 2008 SunGard

payment election which the Employer has accepted (complete (a) and (b)):

(i) May change. May change the initial payment election as to the Deferred Compensation to which the election applies, until the applicable election deadline under 4.02(A)(2)(a). Any change to an initial payment election made after the initial payment election becomes irrevocable is a change payment election.

(ii) May not change. May not change the initial election as to the Deferred Compensation to which the election applies.

(iii) Not applicable. As elected above, a Participant may not make an initial payment election.

Change payment elections. (choose one of (i), (ii) or (iii)):

(i) May change. May change the change payment election as to the Deferred Compensation to which the election applies. Where the payment event is a Specified Time or a Fixed Schedule, the Participant may change the election until the applicable deadline under Section 4.02(B)(1)(a). Where the change payment election relates to any other payment event (not a Specified Time or a Fixed Schedule), the Participant must make the change within 30 days following the Participant’s making of the change payment election which the Participant seeks to change. Any change to a change payment election made after the change payment election becomes irrevocable is a new change payment election.

(ii) May not change. May not change the change payment election as to the Deferred Compensation to which the election applies.

(iii) Not applicable. As elected above, a Participant may not make a change payment election.

© Copyright 2008 SunGard

[    ]

(i) Employer direction. As a result of the Employer’s directed investment of the Account.

[    ]

(ii) Participant direction. As a result of the Participant’s directed investment of his/her own Account.

[    ]

(iii) Participant direction over Elective Deferrals. As a result of the Participant’s directed investment of his/her own Elective Deferral Account, and the Employer’s directed investment of the balance of the Participant’s Account.

[    ]

(iv) (Specify):                                                                                                           .

[    ]

(b)

Notional Earnings. (choose one or both of (i) or (ii)):

[    ]

(i) Fixed/floating interest. Interest at the rate of                          and applied to (choose only one of (A), (B) or (C)):

(A) Total Account. The Participant’s entire Account.

(B) Deferrals only. The Participant’s Elective Deferral Account, with the balance of the Account being subject to actual Earnings as specified in 5.02(a).

(C) Employer Contribution only. The Participant’s Employer Contribution Accounts with the balance of the Account being subject to actual Earnings as specified in 5.02(a).

(Specify):                                                                                                           .

    (a)

[    ]

    (b)

© Copyright 2008 SunGard