EX-10.3

Exhibit 10.3

Service Corporation International

Deferred Compensation Plan

Amended and Restated Effective August 4, 2026

TABLE OF CONTENTS

Page

ARTICLE 2 Selection, Enrollment, Eligibility    9

2.1 Selection by Committee    9

2.2 Enrollment and Eligibility Requirements; Commencement of Participation    10

ARTICLE 3 Deferral Commitments/Company Contribution Amounts Company Restoration Matching Amounts/Vesting/Crediting/Taxes    10

3.1 Annual Deferral Amount    10

3.2 Timing of Deferral Elections; Effect of Election Form    11

3.3 Withholding and Crediting of Annual Deferral Amounts    12

3.4 Company Contribution Amount    13

3.5 Company Restoration Matching Amount    13

3.6 Vesting    14

3.7 Crediting/Debiting of Account Balances    15

3.8 Automatic Changes in Investment for Stock Award Accounts and RSU Award Accounts    16

3.9 Distributions from Stock Award Accounts and RSU Award Accounts. Distributions from a Participant’s Stock Award Unit Account shall be made in the form of shares of the Company’s common stock for each Stock Award Unit or RSU Award Unit, as applicable, which shares shall be issued pursuant to the Incentive Plan’s terms    17

3.10 FICA and Other Taxes    17

ARTICLE 4 Scheduled Distribution; Unforeseeable Emergencies    18

4.1 Scheduled Distributions    18

4.2 Postponing Scheduled Distributions    18

4.3 Other Benefits Take Precedence Over Scheduled Distributions    19

4.4 Unforeseeable Emergencies    19

ARTICLE 5 Change in Control Benefit    19

5.1 Change in Control Benefit    19

5.2 Payment of Change in Control Benefit    20

ARTICLE 6 Retirement Benefit    20

6.1 Retirement Benefit    20

6.2 Payment of Retirement Benefit    20

ARTICLE 7 Termination Benefit    21

7.1 Termination Benefit    21

7.2 Payment of Termination Benefit    21

ARTICLE 8 Disability Benefit    22

8.1 Disability Benefit    22

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8.2 Payment of Disability Benefit    22

ARTICLE 9 Death Benefit    23

9.1 Death Benefit    23

9.2 Payment of Death Benefit    23

ARTICLE 10 Director Deferred Units    23

10.1 General    23

10.2 Deferral of Unit Awards    23

10.3 Automatic Changes in Investment    26

10.4 Elective Change in Investment    26

ARTICLE 11 Beneficiary Designation    26

11.1 Beneficiary    26

11.2 Beneficiary Designation; Change; Spousal Consent    26

11.3 Acknowledgment    27

11.4 No Beneficiary Designation    27

11.5 Doubt as to Beneficiary    27

11.6 Discharge of Obligations    27

ARTICLE 12 Leave of Absence    27

12.1 Paid Leave of Absence    27

12.2 Unpaid Leave of Absence    27

ARTICLE 13 Termination of Plan, Amendment or Modification    27

13.1 Termination of Plan    27

13.2 Amendment    28

13.3 Plan Agreement    28

13.4 Effect of Payment    28

ARTICLE 14 Administration    28

14.1 Committee Duties    28

14.2 Administration Upon Change in Control    29

14.3 Agents    29

14.4 Binding Effect of Decisions    29

14.5 Indemnity of Committee    29

14.6 Employer Information    29

ARTICLE 15 Other Benefits and Agreements    29

15.1 Coordination with Other Benefits    29

ARTICLE 16 Claims Procedures    30

16.1 Presentation of Claim    30

16.2 Notification of Decision    30

16.3 Review of a Denied Claim    31

16.4 Decision on Review    31

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16.5 Legal Action    31

ARTICLE 17 Trust    31

17.1 Establishment of the Trust    31

17.2 Interrelationship of the Plan and the Trust    32

17.3 Distributions From the Trust    32

ARTICLE 18 Miscellaneous    32

18.1 Status of Plan    32

18.2 Unsecured General Creditor    32

18.3 Employer’s Liability    32

18.4 Nonassignability    32

18.5 Not a Contract of Employment    33

18.6 Furnishing Information    33

18.7 Terms    33

18.8 Captions    33

18.9 Governing Law    33

18.10 Notice    33

18.11 Successors    34

18.12 Spouse’s Interest    34

18.13 Validity    34

18.14 Incompetent    34

18.15 Domestic Relations Orders    34

18.16 Distribution in the Event of Income Inclusion Under Code Section 409A    34

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SERVICE CORPORATION INTERNATIONAL

Deferred Compensation Plan

Amended and Restated August 4, 2026

Purpose

The Plan was originally adopted effective as of January 1, 2005. The purpose of this Plan is to provide specified benefits to Directors and a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of Service Corporation International, a Texas corporation, and its subsidiaries, if any, that sponsor this Plan. This Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.

The Plan has been previously amended and restated in its entirety to (i) comply with all applicable laws, including Code Section 409A and related Treasury guidance and Regulations, and shall be operated and interpreted in accordance with this intention; (ii) to permit participation by members of the Company’s Board of Directors, and (iii) to provide for administration of deferrals pursuant to the Service Corporation International Amended and Restated Director Fee Plan (the “Director Plan”), which had been consolidated with and into the Service Corporation International Amended and Restated 2016 Equity Incentive Plan.

Effective August 4, 2026, the Plan will be amended and restated to (i) consolidate the Director Plan with and into the Plan, and (ii) make certain additional changes to clarify the Plan’s terms.

ARTICLE 1
Definitions

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

1.1.“Account Balance” shall mean, with respect to a Participant, an entry on the records of the Employer equal to the sum of the Participant’s Annual Accounts. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

If a Participant is both an Employee and a Director and participates in the Plan in each capacity, then separate Account Balances (and separate Annual Accounts, if applicable) shall be established for such Participant as a device for the measurement and determination of the (i) amounts deferred under the Plan that are attributable to the Participant’s status as an Employee, and (ii) amounts deferred under the Plan that are attributable to the Participant’s status as a Director.

1.2.“Annual Account” shall mean, with respect to a Participant, an entry on the records of the Employer equal to (i) the sum of the Participant’s Annual Deferral Amount, Company Contribution Amount and Company Restoration Matching Amount for any one Plan Year, plus (ii) amounts credited or debited to such amounts pursuant to this Plan, less (iii) all distributions made to the Participant or his or her Beneficiary pursuant to this Plan that relate to the Annual Account for such Plan Year. The Annual Account shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. The distribution elections made for a Participant’s Annual Account for each Plan Year shall apply until such elections are changed pursuant to Sections 4.2, 6.2(b), 7.2(b) or 8.2, as applicable.

1.3.“Annual Deferral Amount” shall mean that portion of a Participant’s Base Salary, Bonus, Director Fees, LTIP Amounts, RSU Awards and Stock Awards that a Participant defers in accordance with Article 3 for any one Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year.

1.4.“Annual Installment Method” shall mean the method used to determine the amount of each payment due to a Participant who has elected to receive a benefit over a period of years in accordance with the applicable provisions of the Plan. The amount of each annual payment due to the Participant shall be calculated by multiplying the balance of the Participant’s benefit by a fraction, the numerator of which is one and the denominator of which is the remaining number of annual payments due to the Participant. The amount of the first annual payment shall be calculated as of the close of business on or aroundthe Participant’s Benefit Distribution Date,and the amount of each subsequent annual payment shall be calculated on or around each anniversary of such Benefit Distribution Date. For purposes of this Plan, the right to receive a benefit payment in annual installments shall be treated as the entitlement to a single payment.

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

1.6.“Beneficiary” shall mean one or more persons, trusts, estates or other entities, designated in accordance with Article 11, that are entitled to receive benefits under this Plan upon the death of a Participant.

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

1.8.“Benefit Distribution Date” shall mean the date upon which all or an objectively determinable portion ofa Participant’s vested benefits will become eligible for distribution. Except as otherwise provided in the Plan, a Participant’s Benefit Distribution Date shall be determined based on the earliest to occur of an event or scheduled date set forth in Articles 4 through 10, as applicable.

1.9.“Board” shall mean the board of directors of the Company.

1.10.“Bonus” shall mean any compensation, in addition to Base Salary, and LTIP Amounts, earned by a Participant under any Employer’s annual bonus and cash incentive plans.

1.11.“Change in Control” shall mean the occurrence of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of a corporation, as determined in accordance with this Section. In order for an event described below to constitute a Change in Control with respect to a Participant, except as otherwise provided in Subsection (b)(ii), the applicable event must relate to the corporation for which the Participant is providing services, the corporation that is liable for payment of the Participant’s Account Balance (or all corporations liable for payment if more than one), as identified by the Committee in accordance with Treas. Reg. § 1.409A-3(i)(5)(ii)(A)(2), or such other corporation identified by the Committee in accordance with Treas. Reg. § 1.409A-3(i)(5)(ii)(A)(3).

In determining whether an event shall be considered a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of a corporation, the following provisions shall apply:

(a)A “change in the ownership” of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of such corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. § 1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the stock of such corporation, or to have effective control of such corporation within the meaning of Subsection (b), and such person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the ownership” of such corporation.

(b)A “change in the effective control” of the applicable corporation shall occur on either of the following dates:

(i)The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of such corporation possessing 30% or more of the total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. § 1.409A-3(i)(5)(vi). If a person or group is considered to possess

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30% or more of the total voting power of the stock of a corporation, and such person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a “change in the effective control” of such corporation; or

(ii)The date on which a majority of the members of the applicable corporation’s board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such corporation’s board of directors before the date of the appointment or election, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vi). In determining whether the event described in the preceding sentence has occurred, the applicable corporation to which the event must relate shall only include a corporation identified in accordance with Treas. Reg. §1.409A-3(i)(5)(ii) for which no other corporation is a majority shareholder.

(c)A “change in the ownership of a substantial portion of the assets” of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately before such acquisition or acquisitions, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a “change in the ownership of a substantial portion of the assets” when such transfer is made to an entity that is controlled by the shareholders of the transferor corporation, as determined in accordance with Treas. Reg. §1.409A-3(i)(5)(vii)(B).

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

1.13.“Committee” shall mean the committee described in Article 14.

1.14.“Company” shall mean Service Corporation International, a Texas corporation, and any successor to all or substantially all of the Company’s assets or business.

1.15.“Company Contribution Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.4.

1.16.“Company Restoration Matching Amount” shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.

1.17.“Death Benefit” shall have the meaning provided in Section 9.1.

1.18.“Director” shall mean any member of the board of directors of any Employer who is not an Employee.

1.19.“Director Deferred Units” means such portion of a Unit Award to a Director that is timely elected to be deferred into a Director Unit Account under the Incentive Plan.

1.20.“Director Fees” shall mean the annual fees earned by a Director from any Employer, including retainer fees and meetings fees, as compensation for serving on the board of directors.

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1.21.“Director Plan” shall mean the Service Corporation International Amended and Restated Director Fee Plan, which was combined with and into the Incentive Plan effective August 1, 2017. Effective May 6 2026, the Director Plan shall be combined with and into this Plan.

1.22.“Director Unit Account” means an account established with the Company in the name of such Director that will be credited with (i) the hypothetical number of Director Deferred Units deferred by the Director under the terms of the Company’s Incentive Plan, and (ii) dividend equivalent payments with respect to such Director Deferred Units.

1.23.“Disability” or “Disabled” shall mean that a Participant is either (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s Employer. For purposes of this Plan, a Participant shall be deemed Disabled if determined to be totally disabled by the Social Security Administration. A Participant shall also be deemed Disabled if determined to be disabled in accordance with the applicable disability insurance program of such Participant’s Employer, provided that the definition of “disability” applied under such disability insurance program complies with the requirements of this Section.

1.24.“Dividend Equivalents” means the amount credited to a Participant’s Dividend Equivalent Account as provided in Sections 3.2 and 10.2.

1.25.“Dividend Equivalent Account” shall mean a bookkeeping account to which the Committee (or its delegate) shall credit the Dividend Equivalents for each calendar year for the benefit of a Participant. Any Dividend Equivalents paid with respect to Stock Awards pursuant to Section 3.2 shall be accounted for by the Employer on its books and records.

1.26.“Election Form” shall mean the form, which may be in paper or electronic format, established from time to time by the Committee that a Participant completes, signs and returns to the Committee to make an election under the Plan.

1.27.“Employee” shall mean a person who is an employee of an Employer.

1.28.“Employer(s)” shall be defined as follows:

(a)Except as otherwise provided in Subsection (b), the term “Employer” shall mean the Company and/or any of its subsidiaries (now in existence or hereafter formed or acquired) that have been selected by the Board to participate in the Plan and have adopted the Plan as a sponsor.

(b)For the purpose of determining whether a Participant has experienced a Separation from Service, the term “Employer” shall mean:

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(i)The entity for which the Participant performs services and with respect to which the legally binding right to compensation deferred or contributed under this Plan arises; and

(ii)All other entities with which the entity described above would be aggregated and treated as a single employer under Code Section 414(b) (controlled group of corporations) and Code Section 414(c) (a group of trades or businesses, whether or not incorporated, under common control), as applicable. In order to identify the group of entities described in the preceding sentence, the Committee shall use an ownership threshold of at least 50% as a substitute for the 80% minimum ownership threshold that appears in, and otherwise must be used when applying, the applicable provisions of (A) Code Section 1563 for determining a controlled group of corporations under Code Section 414(b), and (B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c).

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

1.30.“401(k) Plan” shall mean the SCI Retirement Savings Plan, as it may be amended from time to time, or any successor thereto.

1.31.“Incentive Plan” shall mean the Service Corporation International 2026 Equity Incentive Plan, as such plan may be amended from time to time, and any successor equity incentive plan adopted by the Company at a future date. With respect to equity awards issued by the Company prior to May 6, 2026, the term “Incentive Plan” shall refer to the Service Corporation International Amended and Restated 2016 Equity Incentive Plan or, if applicable, a prior equity plan pursuant to which such awards were issued.

1.32.“Investment Selection Committee” shall mean the Retirement Plan Committee of Service Corporation International.

1.33.“LTIP Amounts” shall mean any portion of the compensation attributable to a Plan Year that is earned by a Participant under the Company’s Performance Unit Plan or any other “performance-based compensation plan within the meaning of Code Section 409A and so designated by the Committee.

1.34.“Participant” shall mean any Employee or Director (i) who is selected to participate in the Plan, (ii) whose executed Plan Agreement, Election Form and Beneficiary Designation Form are accepted by the Committee, and (iii) whose Plan Agreement has not terminated.

1.35.“Performance-Based Compensation” shall mean compensation the entitlement to or amount of which is contingent on the satisfaction of pre-established organizational or individual performance criteria relating to a performance period of at least 12 consecutive months, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(e).

1.36.“Plan” shall mean the Service Corporation International Deferred Compensation Plan, Amended and Restated effective May 6, 2026, which shall be evidenced by this instrument,

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as it may be amended from time to time, and by any other documents that together with this instrument define a Participant’s rights to amounts credited to his or her Account Balance.

1.37.“Plan Agreement” shall mean a written agreement in the form, which may be in electronic format, prescribed by or acceptable to the Committee that evidences a Participant’s agreement to the terms of the Plan, and which may establish additional terms or conditions of Plan participation for a Participant. Unless otherwise determined by the Committee, the most recent Plan Agreement accepted with respect to a Participant shall supersede any prior Plan Agreements for such Participant. Plan Agreements may vary among Participants and may provide additional benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan.

1.38.“Plan Year” shallmean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.39.“RSU Award” shall mean any grant of Restricted Stock Units as defined in and pursuant to the Incentive Plan.

1.40.“RSU Award Unit” shall mean a nominal unit of the Company’s common stock that is credited to a Participant’s Stock Award Unit Account pursuant to Section 3.1 below.

1.41.“Retirement,” “Retire(s)” or “Retired” shall mean with respect to a Participant who is an Employee, a Separation from Service on or after the attainment of age sixty (60) with five (5) Years of Service, and shall mean with respect to a Participant who is a Director, a Separation from Service. If a Participant is both an Employee and a Director and participates in the Plan in each capacity, (i) the determination of whether the Participant qualifies for Retirement as an Employee shall be made when the Participant experiences a Separation from Service as an Employee and such determination shall only apply to the applicable Account Balance established in accordance with Section 1.1 for amounts deferred under the Plan as an Employee, and (ii) the determination of whether the Participant qualifies for Retirement as a Director shall be made at the time the Participant experiences a Separation from Service as a Director and such determination shall only apply to the applicable Account Balance established in accordance with Section 1.1 for amounts deferred under the Plan as a Director.

1.42.“Separation from Service” shall mean a termination of services provided by a Participant to his or her Employer, whether voluntarily or involuntarily, other than by reason of death or Disability, as determined by the Committee in accordance with Treas. Reg. §1.409A-1(h). In determining whether a Participant has experienced a Separation from Service, the following provisions shall apply:

(a)For a Participant who provides services to an Employer as an Employee, except as otherwise provided in Subsection (c) below, a Separation from Service shall occur when such Participant has experienced a termination of employment with such Employer. A Participant shall be considered to have experienced a termination of employment when the facts and circumstances indicate that the Participant and his or her Employer reasonably anticipate that either (i) no further services will be performed for the Employer after a certain date, or (ii) that the level of bona fide services the Participant will perform for the Employer after such date

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(whether as an Employee or as an independent contractor) will permanently decrease to no more than 20% of the average level of bona fide services performed by such Participant (whether as an Employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months).

If a Participant is on military leave, sick leave, or other bona fide leave of absence, the employment relationship between the Participant and the Employer shall be treated as continuing intact, provided that the period of such leave does not exceed six months, or if longer, so long as the Participant retains a right to reemployment with the Employer under an applicable statute or by contract. If the period of a military leave, sick leave, or other bona fide leave of absence exceeds six months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the employment relationship shall be considered to be terminated for purposes of this Plan as of the first day immediately following the end of such six month period. In applying the provisions of this paragraph, a leave of absence shall be considered a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer.

(b)For a Participant who provides services to an Employer as a Director, a Separation from Service shall occur on the date the Participant ceases to serve on the Board of Directors of the Employer and each of its subsidiaries and affiliates.

(c)For a Participant who provides services to an Employer as both an Employee and a Director, a Separation from Service generally shall not occur until the Participant has ceased providing services for such Employer as both as an Employee and as a Director, as determined in accordance with the provisions set forth in Subsections (a) and (b) above, respectively. Notwithstanding the foregoing provisions in this Subsection (c), if a Participant provides services for an Employer as both an Employee and as a Director, to the extent permitted by Treas. Reg. §1.409A-1(h)(5) the services provided by such Participant as a Director shall not be taken into account in determining whether the Participant has experienced a Separation from Service as an Employee, and the services provided by such Participant as an Employee shall not be taken into account in determining whether the Participant has experienced a Separation from Service as a Director.

1.43.“Specified Employee” shall mean any Participant who is determined to be a “key employee” (as defined under Code Section 416(i) without regard to paragraph (5) thereof) for the applicable period, as determined annually by the Committee in accordance with Treas. Reg. §1.409A-1(i). In determining whether a Participant is a Specified Employee, the following provisions shall apply:

(a)The Committee’s identification of the individuals who fall within the definition of “key employee” under Code Section 416(i) (without regard to paragraph (5) thereof) shall be based upon the 12-month period ending on each December 31st(referred to below as the “identification date”). In applying the applicable provisions of Code Section 416(i) to identify such individuals, “compensation” shall be determined in accordance with Treas. Reg. §1.415(c)-2(a) without regard to (i) any safe harbor provided in Treas. Reg. §1.415(c)-2(d), (ii) any of the special timing rules provided in Treas. Reg. §1.415(c)-2(e), and (iii) any of the special rules provided in Treas. Reg. §1.415(c)-2(g); and

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(b)Each Participant who is among the individuals identified as a “key employee” in accordance with Subsection (a) shall be treated as a Specified Employee for purposes of this Plan if such Participant experiences a Separation from Service during the 12-month period that begins on the April 1stfollowing the applicable identification date.

1.44.“Stock Award” shall mean any grant of Restricted Stock as defined in and pursuant to the Incentive Plan.

1.45.“Stock Award Unit” shall mean a nominal unit of the Company’s common stock that is credited to a Participant’s Stock Award Unit Account pursuant to Section 3.1 below.

1.46.“Stock Award Unit Account” shall mean the account established with the Company will be credited with (i) deferred Stock Awards; and (ii) deferred Restricted Unit Awards.

1.47.“Termination Benefit” shall have the meaning provided in Section 7.1.

1.48.“Trust” shall mean one or more trusts established by the Company in accordance with Article 17.

1.49.“Unforeseeable Emergency” shall mean a severe financial hardship of the Participant resulting from (i) an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary or the Participant’s dependent (as defined in Code Section 152 without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (ii) a loss of the Participant’s property due to casualty, or (iii) such other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined by the Committee based on the relevant facts and circumstances.

1.50.“Unit Award” means that portion of Director Fees awarded in shares of Company’s common stock, a restricted stock award, or a restricted stock unit award.

1.51.“Years of Service” shall mean the total number of full years in which a Participant has been employed by one or more Employers. For purposes of this definition, a year of employment shall be a 365-day period (or 366-day period in the case of a leap year) that, for the first year of employment, commences on the Employee’s date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date. A partial year of employment shall not be treated as a Year of Service.

ARTICLE 2
Selection, Enrollment, Eligibility

2.1Selection by Committee. Participation in the Plan shall be limited to Directors and, as determined by the Committee in its sole discretion, a select group of management or highly compensated Employees. From that group, the Committee shall select, in its sole discretion, those individuals who may actually participate in this Plan.

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2.2Enrollment and Eligibility Requirements; Commencement of Participation.

(a)As a condition to participation, selected Employee or Director shall complete, execute and return to the Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form by the deadline(s) established by the Committee in accordance with the applicable provisions of this Plan. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.

(b)Each selected Employee or Director who is eligible to participate in the Plan shall commence participation in the Plan on the date that the Committee determines that the Director or Employee has met all enrollment requirements set forth in this Plan and required by the Committee, including returning all required documents to the Committee within the specified time period.

(c)If an Employee or a Director fails to meet all requirements established by the Committee within the period required, that Employee or Director, as applicable, shall not be eligible to participate in the Plan during such Plan Year.

ARTICLE 3
Deferral Commitments/Company Contribution Amounts
Company Restoration Matching Amounts/Vesting/Crediting/Taxes

3.1Annual Deferral Amount. For each Plan Year, a Participant may elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus, LTIP Amounts, RSU Awards, Stock Awards, and Director Fees up to the following maximum percentages for each deferral elected:

Notwithstanding the foregoing, if a Participant first becomes a Participant after the first day of a Plan Year, then to the extent required by Section 3.2 and Code Section 409A and related Treasury Regulations, the maximum amount of the Participant’s Base Salary, Bonus, LTIP Amounts, RSU Awards, Stock Awards, or Director Fees that may be deferred by the Participant for the Plan Year shall be determined by applying the percentages set forth above to the portion of such compensation attributable to services performed after the date that the Participant’s deferral election is made.

3.2Timing of Deferral Elections; Effect of Election Form.

(a)Timing of Annual Deferral Elections. Except as otherwise provided in this Section 3.2, in order for a Participant to make a valid election to defer Base Salary, Bonus, LTIP Amounts, RSU Awards, Stock Awards, and/or Director Fees, the Participant must submit an Election Form on or before the deadline established by the Committee, which in no event

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shall be later than the December 31stpreceding the Plan Year in which such compensation will be earned.

(i)Except as provided in Section 3.2(b) below for Performance-Based Compensation, any deferral election made in accordance with this Section 3.2(a) shall be irrevocable.

(ii)Any Stock Awards or RSU Awards deferred pursuant to this Section 3.2(a) shall be accounted for by the Employer on its books and records and the Employer may, in its discretion, transfer shares of the Company’s common stock to the Trustee at such times as the Employer shall, in its discretion, determine.

(iii)A Participant who has elected to defer one or more Stock Awards shall be permitted to make a separate distribution election for Dividend Equivalent payments made with respect to such Stock Awards during each calendar year. If a Participant does not make a distribution election for Dividend Equivalent payments made with respect to Stock Awards for a calendar year, any Dividend Equivalent payments credited for such calendar year shall be paid to the Participant in a lump sum cash payment no later than 60 days following the Participant’s termination of employment. Following a Participant’s termination of employment, any future Dividend Equivalents on Stock Awards shall be paid to the Participant in cash as soon as administratively feasible after the applicable dividend payment date occurs.

(iv)A Participant who has elected to defer an RSU Award, to the extent Dividend Equivalent payments are made pursuant to terms of such RSU Award, shall not be permitted to make a separate distribution election for Divided Equivalent payments made with respect to such RSU Award. The distribution election applicable to an RSU Award shall apply to the Dividend Equivalent payments, if any, made with respect to such RSU Award.

(b)Timing of Deferral Elections for Performance-Based Compensation. Subject to the limitations described below, the Committee may determine that an irrevocable deferral election for an amount that qualifies as Performance-Based Compensation may be made by submitting an Election Form on or before the deadline established by the Committee, which in no event shall be later than 6 months before the end of the performance period.

(i)In order for a Participant to be eligible to make a deferral election for Performance-Based Compensation in accordance with the deadline established pursuant to this Section 3.2, the Participant must have performed services continuously from the later of (A) the beginning of the performance period for such compensation, or (B) the date upon which the performance criteria for such compensation are established, through the date upon which the Participant makes the deferral election for such compensation.

(ii)In no event shall a deferral election submitted under this Section 3.2 be permitted to apply to any amount of Performance-Based Compensation that has become readily ascertainable.

(c)Special Timing Rule for Newly Eligible Employees. A selected Employee who first becomes eligible to participate in the Plan on or after the beginning of a Plan Year, as determined in accordance with Treas. Reg. §1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treas. Reg. §1.409A-1(c)(2), may be permitted to make an election to defer the portion of Base Salary, Bonus, and/or LTIP Amounts attributable to services to be performed after such election, provided that the Participant submits an Election Form on or before the deadline established by the Committee, which in no event shall be later than 30 days after the Participant first becomes eligible to participate in the Plan.

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(i)If a deferral election made in accordance with this Section 3.2(c) relates to compensation earned based upon a specified performance period, the amount eligible for deferral shall be equal to (A) the total amount of compensation for the performance period, multiplied by (B) a fraction, the numerator of which is the number of days remaining in the service period after the Participant’s deferral election is made, and the denominator of which is the total number of days in the performance period.

(ii)Any deferral election made in accordance with this Section 3.2(c) shall become irrevocable no later than the 30thday after the date the selected Employee becomes eligible to participate in the Plan.

(d)Special Timing Rule for Newly Eligible Directors. A new Director may make an election to defer his or her annual retainer fee in accordance with procedures established by the Company, provided that such election (i) is made prior to the date the Director is appointed or elected to the Board, (ii) is effective as of the Director’s appointment or election to the Board, and (iii) only applies to that portion of the annual retainer fee earned after the signed election is delivered to the Company. Failure to timely elect a deferral of the annual retainer fee in any year shall result in such amount being paid to the Director at the time such payments are scheduled to be made. If a new Director files a timely election to receive payment of some or all the annual retainer fee, then (A) any portion of such deferred annual retainer fee that would have been paid as equity shall be credited as Deferred Units to the Director Unit Account established for such Director, and (B) any portion of such deferred annual retainer fee that would have been paid in cash, shall be credited to the Annual Account established for such Director.

Any deferral election made in accordance with this Section 3.2(c) shall be irrevocable upon receipt by the Company.

3.3Withholding and Crediting of Annual Deferral Amounts. For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in equal amounts, as adjusted from time to time for increases and decreases in Base Salary. The Bonus, LTIP Amounts and/or Director Fees portion of the Annual Deferral Amount shall be withheld at the time the Bonus, LTIP Amounts or Director Fees are or otherwise would be paid to the Participant, whether or not this occurs during the Plan Year itself. Annual Deferral Amounts shall be credited to the Participant’s Annual Account for such Plan Year at the time such amounts would otherwise have been paid to the Participant.

3.4Company Contributions.

(a)Mandatory Contributions. For each Plan Year, an Employer may be required to credit amounts to a Participant’s Annual Account in accordance with employment or other agreements entered into between the Participant and the Employer, which amounts shall be part of the Participant’s Company Contribution Amount for that Plan Year. Such amounts shall be credited to the Participant’s Annual Account for the applicable Plan Year on the date or dates prescribed by such agreements.

(b)Discretionary Contributions. For each Plan Year, an Employer, in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Annual Account under this Plan, which amount shall be part of the Participant’s Company Contribution Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero, even though one or more other Participants receive a Company Contribution Amount for that Plan Year. The Company Contribution Amount described in this

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Section 3.4(b), if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee.

(c)Allocation Formula. If not otherwise specified in the Participant’s employment or other agreement entered into between the Participant and the Employer, the amount (or the method or formula for determining the amount) of a Participant’s Company Contribution Amount shall be set forth in writing in one or more documents, which shall be deemed to be incorporated into this Plan in accordance with Section 1.36, no later than the date on which such Company Contribution Amount is credited to the applicable Annual Account of the Participant.

3.5Company Restoration Matching Amount.

(a)For each Plan Year, the Company shall contribute the Company Restoration Matching Amount to each Participant’s Annual Account. The amount contributed for any Plan Year shall be an amount determined by the Committee to make up for certain limits applicable to the 401(k) Plan or other qualified plan for such Plan Year, as identified by the Committee, or for such other purposes as determined by the Committee in its sole discretion. The amount so credited to a Participant under this Plan for any Plan Year (i) may be smaller or larger than the amount credited to any other Participant, and (ii) may differ from the amount credited to such Participant in the preceding Plan Year.

(b)Each Participant’s Company Restoration Matching Amount, if any, shall be credited to the Participant’s Annual Account for the applicable Plan Year on a date or dates to be determined by the Committee. The amount (or the method or formula for determining the amount) of a Participant’s Company Restoration Matching Amount shall be set forth in writing in one or more documents, which shall be deemed to be incorporated into this Plan in accordance with Section 1.37, no later than the date on which such Company Restoration Matching Amount is credited to the applicable Annual Account of such Participant.

3.6Vesting.

(a)A Participant shall at all times be 100% vested in the portion of his or her Account Balance attributable to Annual Deferral Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.7.

(b)A Participant shall be vested in the portion of his or her Account Balance attributable to any Company Contribution Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.7, in accordance with the vesting schedule(s) set forth in his or her Plan Agreement, employment agreement or any other agreement entered into between the Participant and his or her Employer. If not addressed in such agreements, a Participant shall vest in the portion of his or her Account Balance attributable to any Company Contribution Amounts as provided in Subsection (c) below.

(c)A Participant shall be vested in the portion of his or her Account Balance attributable to any Company Restoration Matching Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.7, only to the extent that the Participant would be vested in such amounts under the provisions of the 401(k) Plan, as determined by the Committee in its sole discretion.

(d)Notwithstanding anything to the contrary contained in this Section 3.6, in the event of (i) a Change in Control, (ii) a Participant’s Disability, (iii) a Participant’s Separation from Service resulting from involuntary termination by the Company for any reason other than cause, or (iv) a Participant’s death prior to Separation from Service, any amounts that are not

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vested in accordance with Sections 3.6(b) or 3.6(c) above, shall immediately become 100% vested.

(e)Notwithstanding Section 3.6(d) above, the vesting schedules described in Sections 3.6(b) or 3.6(c) above shall not be accelerated upon a Change in Control to the extent that the Committee determines that such acceleration would cause the deduction limitations of Section 280G of the Code to become effective. In the event of such a determination, the Participant may request independent verification of the Committee’s calculations with respect to the application of Section 280G. In such case, the Committee must provide to the Participant within 90 days of such a request an opinion from a nationally recognized accounting firm selected by the Participant (the “Accounting Firm”). The opinion shall state the Accounting Firm’s opinion that any limitation in the vested percentage hereunder is necessary to avoid the limits of Section 280G and contain supporting calculations. The cost of such opinion shall be paid for by the Company.

(f)Section 3.6(e) shall not prevent the acceleration of the vesting schedules described in Sections 3.6(b) and (c) if such Participant is entitled to a “gross-up” payment, to eliminate the effect of the Code Section 4999 excise tax, pursuant to his or her employment agreement or other agreement entered into between such Participant and the Employer.

(g)Notwithstanding anything to the contrary contained in this Section 3.6, in the event of a Participant’s Separation from Service resulting from (i) voluntary resignation on or after attainment of age 60 with 10 years of service, or (ii) voluntary resignation on or after attainment of age 55 with 20 years of service, any amounts that are not vested in accordance with Sections 3.6(b), 3.6(c) or 3.6(d) above, shall immediately become 100% vested if the Committee, in its sole discretion exercised during a meeting or by unanimous written consent prior to the date of retirement, causes such amounts to vest.

(h)Amounts credited to a Participant’s Dividend Equivalent Account shall be vested at the same level as the associated Stock Award.

3.7Crediting/Debiting of Account Balances. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant’s Account Balance in accordance with the following rules:

(a)Measurement Funds. The Participant may elect one or more of the measurement funds selected by the Investment Selection Committee, in its sole discretion, which are based on certain mutual funds (the “Measurement Funds”), for the purpose of crediting or debiting additional amounts to his or her Account Balance. As necessary, the Investment Selection Committee may, in its sole discretion, discontinue, substitute or add a Measurement Fund. Amounts credited to a Participant’s Dividend Equivalent Account shall initially be invested in the same manner as directed by the Participant. If no such election is provided, then such amounts shall be invested in a default investment fund as determined by the Committee.

(b)Election of Measurement Funds. A Participant, in connection with his or her initial deferral election in accordance with Section 3.2 above, shall elect, on the Election Form, one or more Measurement Fund(s) (as described in Section 3.7(a) above) to be used to determine the amounts to be credited or debited to his or her Account Balance. If a Participant does not elect any of the Measurement Funds as described in the previous sentence, the Participant’s Account Balance shall automatically be allocated into the lowest-risk Measurement Fund, as determined by the Investment Selection Committee, in its sole discretion. The Participant may (but is not required to) elect, by submitting an Election Form to the Committee that is accepted by the Committee, to add or delete one or more Measurement Fund(s) to be used

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to determine the amounts to be credited or debited to his or her Account Balance, or to change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund. If an election is made in accordance with the previous sentence, it shall apply as of the first business day deemed reasonably practicable by the Committee, in its sole discretion, and shall continue thereafter for each subsequent day in which the Participant participates in the Plan, unless changed in accordance with the previous sentence. Notwithstanding the foregoing, the Investment Selection Committee may, in its sole discretion, may impose limitations on the frequency with which one or more of the Measurement Funds elected in accordance with this Section 3.7(b) may be added or deleted by such Participant; furthermore, the Investment Selection Committee, in its sole discretion, may impose limitations on the frequency with which the Participant may change the portion of his or her Account Balance allocated to each previously or newly elected Measurement Fund.

(c)Proportionate Allocation. In making any election described in Section 3.7(b) above, the Participant shall specify on the Election Form, in increments of one percent (1%), the percentage of his or her Account Balance or Measurement Fund, as applicable, to be allocated/reallocated.

(d)Crediting or Debiting Method. The performance of each Measurement Fund (either positive or negative) will be determined on a daily basis based on the manner in which such Participant’s Account Balance has been hypothetically allocated among the Measurement Funds by the Participant.

(e)No Actual Investment. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, the Measurement Funds are to be used for measurement purposes only, and a Participant’s election of any such Measurement Fund, the allocation of his or her Account Balance thereto, the calculation of additional amounts and the crediting or debiting of such amounts to a Participant’s Account Balance shall not be considered or construed in any manner as an actual investment of his or her Account Balance in any such Measurement Fund. In the event that the Company or the Trustee (as that term is defined in the Trust), in its own discretion, decides to invest funds in any or all of the investments on which the Measurement Funds are based, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Account Balance shall at all times be a bookkeeping entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the Participant shall at all times remain an unsecured creditor of the Company.

3.8Automatic Changes in Investment for Stock Award Accounts and RSU Award Accounts.

(a)If a Participant has elected to defer a portion of any Stock Award and/or RSU Award and to have his or her Stock Award Unit Account credited with Stock Award Units and/or RSU Award Units, as applicable, and such individual is required to divest himself or herself of any and all equity ownership in the Company to satisfy the requirements of a written agreement between the Company and the Federal Trade Commission, then any Stock Award Units and/or vested RSU Award Units credited to such Participant’s Account shall be automatically converted to cash as soon as administratively feasible following the Participant’s termination of employment. For purposes of such conversion, the price per Stock Award Unit or vested RSU Award Unit shall be the closing price of a share of the Company’s common stock on the date the Participant’s employment with the Company ceases.

(b)Following the conversion of a Participant’s Stock Award Units and/or vested RSU Award Units, as applicable, to an equivalent value and automatically invested in a default investment fund as determined by the Committee. Thereafter, the Participant shall be

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permitted to direct the investment of amounts credited to his Stock Award Unit Account and/or RSU Award Account among any investment options which are otherwise available under the Plan’s terms.

(c)If this Section 3.8 applies to a Participant’s Stock Award Unit Account or RSU Unit Account, then any distributions from such account shall be made in the form of cash and shall not be paid as shares of the Company’s common stock.

(d)Nothing in this Section 3.8 shall be interpreted as changing the payment timing for any amounts credited to a Participant’s Stock Award Unit Account or RSU Unit Account.

3.9Distributions from Stock Award Accounts and RSU Award Accounts. Distributions from a Participant’s Stock Award Unit Account shall be made in the form of shares of the Company’s common stock for each Stock Award Unit or RSU Award Unit, as applicable, which shares shall be issued pursuant to the Incentive Plan’s terms.

3.10FICA and Other Taxes.

(a)Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is being withheld from a Participant, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary, Bonus, and/or LTIP Amounts that is not being deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such Annual Deferral Amount. If necessary, the Committee may reduce the Annual Deferral Amount in order to comply with applicable withholding requirements.

(b)Company Restoration Matching Amounts and Company Contribution Amounts. When a Participant becomes vested in a portion of his or her Account Balance attributable to any Company Restoration Matching Amounts and/or Company Contribution Amounts, the Participant’s Employer(s) shall withhold from that portion of the Participant’s Base Salary, Bonus, and/or LTIP Amounts that is not deferred, in a manner determined by the Employer(s), the Participant’s share of FICA and other employment taxes on such amounts. If necessary, the Committee may reduce the vested portion of the Participant’s Company Restoration Matching Amount or Company Contribution Amount, as applicable, in order to comply with applicable withholding amounts.

(c)Distributions. The Participant’s Employer(s), or the trustee of the Trust, shall withhold from any payments made to a Participant under this Plan all federal, state and local income, employment and other taxes required to be withheld by the Employer(s), or the trustee of the Trust, in connection with such payments, in amounts and in a manner to be determined in the sole discretion of the Employer(s) and the trustee of the Trust.

(d)Right to Offset Against Account Balance. To the extent determined necessary by the Committee in its sole discretion, the Company reserves the right to direct that the Participant’s Account Balance be reduced to satisfy any and all federal, state and local income, employment and other taxes required to be paid in connection with earnings of the Measurement Funds hypothetically allocated to the Participant’s Account Balance.

ARTICLE 4
Scheduled Distribution; Unforeseeable Emergencies

4.1Scheduled Distributions. In connection with each election to defer an Annual Deferral Amount, a Participant may elect to receive all or a portion of such Annual Deferral

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Amount, plus amounts credited or debited on that amount pursuant to Section 3.7, in the form of a lump sum payment, calculated as of the close of business on or around the Benefit Distribution Date designated by the Participant in accordance with this Section (a “Scheduled Distribution”). The Benefit Distribution Date for the amount subject to a Scheduled Distribution election shall be the first day of any Plan Year designated by the Participant, which may be no sooner than three Plan Years after the end of the Plan Year to which the Participant’s deferral election relates, unless otherwise provided on an Election Form approved by the Committee.

Subject to the other terms and conditions of this Plan, each Scheduled Distribution elected shall be paid out during a 60-day period commencing immediately after the Benefit Distribution Date. By way of example, if a Scheduled Distribution is elected for Annual Deferral Amounts that relate to services performed in the Plan Year commencing January 1, 2017, the earliest Benefit Distribution Date that may be designated by a Participant would be January 1, 2021, and the Scheduled Distribution would be paid out during the 60 day period commencing immediately after such Benefit Distribution Date.

Notwithstanding the preceding, no portion of a Stock Award Unit and/or RSU Award Unit may be distributed in a Scheduled Distribution until an annual distribution date which occurs following the date the Participant’s Stock Award and/or RSU Award, as applicable, would have been fully vested. By way of example, if a Stock Award Unit becomes fully vested on March 1, 2027, then such Stock Award Unit shall be eligible for distribution as part of a Scheduled Distribution during January 2028.

4.2Postponing Scheduled Distributions. A Participant may elect to postpone a Scheduled Distribution described in Section 4.1 above, and have such amount paid out during a 60 day period commencing immediately after an allowable alternative Benefit Distribution Date designated in accordance with this Section 4.2. In order to make such an election, the Participant must submit an Election Form to the Committee in accordance with the following criteria:

(a)The election of the new Benefit Distribution Date shall have no effect until at least 12 months after the date on which the election is made;

(b)The new Benefit Distribution Date selected by the Participant for such Scheduled Distribution must be the first day of a Plan Year that is no sooner than 5 years after the previously designated Benefit Distribution Date; and

(c)The election must be madeat least 12 months prior to the Participant’s previously designated Benefit Distribution Date for such Scheduled Distribution.

For purposes of applying the provisions of this Section 4.2, a Participant’s election to postpone a Scheduled Distribution shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Participant’s previously designated Benefit Distribution Date for such Scheduled Distribution.

4.3Other Benefits Take Precedence Over Scheduled Distributions. Should an event occur prior to any Benefit Distribution Date designated for a Scheduled Distribution that would trigger a benefit under Articles 5 through 10, as applicable, all amounts subject to a Scheduled Distribution election shall be paid in accordance with the other applicable provisions of the Plan and not in accordance with this Article 4.

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4.4Unforeseeable Emergencies.

(a)If a Participant experiences an Unforeseeable Emergency prior to the occurrence of a distribution event described in Articles 5 through 10, as applicable, the Participant may petition the Committee to receive a partial or full payout from the Plan. The payout, if any, from the Plan shall not exceed the lesser of (i) the Participant’s vested Account Balance, calculated as of the close of business on or around the Benefit Distribution Date for such payout, as determined by the Committee in accordance with provisions set forth below, or (ii) the amount necessary to satisfy the Unforeseeable Emergency, plus amounts necessary to pay Federal, state, or local income taxes or penalties reasonably anticipated as a result of the distribution. A Participant shall not be eligible to receive a payout from the Plan to the extent that the Unforeseeable Emergency is or may be relieved (A) through reimbursement or compensation by insurance or otherwise, (B) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship or (C) by cessation of deferrals under this Plan.

If the Committee, in its sole discretion, approves a Participant’s petition for payout from the Plan, the Participant’s Benefit Distribution Date for such payout shall be the date on which such Committee approval occurs and such payout shall be distributed to the Participant in a lump sum no later than 60 days after such Benefit Distribution Date. In addition, in the event of such approval the Participant’s outstanding deferral elections under the Plan shall be cancelled.

(b)A Participant’s deferral elections under this Plan shall also be cancelled to the extent the Committee determines that such action is required for the Participant to obtain a hardship distribution from an Employer’s 401(k) Plan pursuant to Treas. Reg. §1.401(k)-1(d)(3).

ARTICLE 5
Change in Control Benefit

5.1Change in Control Benefit. A Participant, in connection with his or her commencement of participation in the Plan, shall have an opportunity to irrevocably elect to receive his or her vested Account Balance in the form of a lump sum payment in the event that a Change in Control occurs prior to the Participant’s Separation from Service, Disability or death (the “Change in Control Benefit”). The Benefit Distribution Date for the Change in Control Benefit, if any, shall be the date on which the Change in Control occurs.

If a Participant elects not to receive a Change in Control Benefit, or fails to make an election in connection with his or her commencement of participation in the Plan, the Participant’s Account Balance shall be paid in accordance with the other applicable provisions of the Plan.

5.2Payment of Change in Control Benefit. The Change in Control Benefit, if any, shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date, as determined by the Committee, and paid to the Participant no later than 60 days after the Participant’s Benefit Distribution Date.

ARTICLE 6
Retirement Benefit

6.1Retirement Benefit. If a Participant experiences a Separation from Service that qualifies as a Retirement, the Participant shall be eligible to receive his or her vested Account

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Balance in either a lump sum or annual installment payments, as elected by the Participant in accordance with Section 6.2 (the “Retirement Benefit”). A Participant’s Retirement Benefit shall be calculated as of the close of business on or around the applicable Benefit Distribution Date for such benefit, which shall be (i) the first day after the end of the six-month period immediately following the date on which the Participant experiences such Separation from Service if the Participant is a Specified Employee, and(ii) for all other Participants, the date on which the Participant experiences a Separation from Service; provided, however, if a Participant changes the form of distribution for the Retirement Benefit in accordance with Section 6.2(b), the Benefit Distribution Date for the Retirement Benefit shall be determined in accordance with such Section 6.2(b).

6.2Payment of Retirement Benefit.

(a)In connection with a Participant’s election to defer an Annual Deferral Amount, the Participant shall elect the form in which the Retirement Benefit from his or her Annual Account for such Plan Year will be paid. The Participant may elect to receive the Retirement Benefit paid from each Annual Account in the form of a lump sum or pursuant to an Annual Installment Method up to 15 years. If a Participant does not make any election with respect to the payment of an Annual Account, then the Participant shall be deemed to have elected to receive the Retirement Benefit paid from such Annual Account as a lump sum.

(b)A Participant may change the form of payment for the Retirement Benefit by submitting an Election Form to the Committee in accordance with the following criteria:

(i)The election shall not take effect until at least 12 months after the date on which the election is made;

(ii)The new Benefit Distribution Date for the Participant’s Retirement Benefit shall be 5 years after the Benefit Distribution Date that would otherwise have been applicable to such benefit; and

(iii)The election must be made at least 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s Retirement Benefit.

For purposes of applying the provisions of this Section 6.2(b), a Participant’s election to change the form of payment for the Retirement Benefit shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s Retirement Benefit. Subject to the requirements of this Section 6.2(b), the Election Form most recently accepted by the Committee that has become effective shall govern the form of payout of the Participant’s Retirement Benefit.

(c)The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the Participant’s Benefit Distribution Date. Remaining installments, if any, shall be paid no later than 60 days after each anniversary of the Participant’s Benefit Distribution Date.

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ARTICLE 7
Termination Benefit

7.1Termination Benefit.If a Participant experiences a Separation from Service that does not qualify as a Retirement, the Participant shall receive his or her vested Account Balance in the form of a lump sum payment or pursuant to an Annual Installment Method of up to five years (the “Termination Benefit”). A Participant’s Termination Benefit shall be calculated as of the close of business on or around the Benefit Distribution Date for such benefit, which shall be (i)the first day after the end of the six-month period immediately following the date on which the Participant experiences such Separation from Service if the Participant is a Specified Employee, and (ii) for all other Participants, the date on which the Participant experiences a Separation from Service; provided, however, if a Participant changes the form of distribution for the Termination Benefit in accordance with Section 7.2(b), the Benefit Distribution Date for the Termination Benefit shall be determined in accordance with such Section 7.2(b).

7.2Payment of Termination Benefit.

(a)In connection with a Participant’s election to defer an Annual Deferral Amount, the Participant shall elect the form in which the Termination Benefit from his or her Annual Account for such Plan Year will be paid. The Participant may elect to receive the Termination Benefit paid from each Annual Account in the form of a lump sum or pursuant to an Annual Installment Method up to five years. If a Participant does not make any election with respect to the payment of the Termination Benefit, then such Participant shall be deemed to have elected to receive the Termination Benefit as a lump sum.

(b)A Participant may change the form of payment for the Termination Benefit by submitting an Election Form to the Committee in accordance with the following criteria:

(i)The election shall not take effect until at least 12 months after the date on which the election is made;

(ii)The new Benefit Distribution Date for the Participant’s Termination Benefit shall be five years after the Benefit Distribution Date that would otherwise have been applicable to such benefit; and

(iii)The election must be made at least 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s Termination Benefit.

For purposes of applying the provisions of this Section 7.2(b), a Participant’s election to change the form of payment for the Termination Benefit shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s Termination Benefit. Subject to the requirements of this Section 7.2(b), the Election Form most recently accepted by the Committee that has become effective shall govern the form of payout of the Participant’s Termination Benefit.

(c)The lump sum payment shall be made, or installment payments shall commence, no later than 60 days after the Participant’s Benefit Distribution Date. Remaining

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installments, if any, shall be paid no later than 60 days after each anniversary of the Participant’s Benefit Distribution Date.

ARTICLE 8
Disability Benefit

8.1Disability Benefit. If a Participant becomes Disabled prior to the occurrence of a distribution event described in Articles 5 through 7, as applicable, the Participant shall receive his or her vested Account Balance in the form of a lump sum or installment payment as provided in Section 8.2 below (the “Disability Benefit”). The Disability Benefit shall be calculated as of the close of business on or around the Participant’s Benefit Distribution Date for such benefit, which shall be the date on which the Participant becomes Disabled.

8.2Payment of Disability Benefit. The Disability Benefit shall be paid to the Participant no later than 60 days after the Participant’s Benefit Distribution Date.

(a)In connection with a Participant’s election to defer an Annual Deferral Amount, the Participant shall elect the form in which the Disability Benefit from his or her Annual Account for such Plan Year will be paid. The Participant may elect to receive the Disability Benefit paid from each Annual Account in the form of a lump sum or pursuant to an Annual Installment Method up to five years. If a Participant does not make any election with respect to the payment of the Disability Benefit, then such Participant shall be deemed to have elected to receive the Disability Benefit as a lump sum.

(b)A Participant may change the form of payment for the Disability Benefit by submitting an Election Form to the Committee in accordance with the following criteria:

(i)The election shall not take effect until at least 12 months after the date on which the election is made; and

(ii)The election must be made at least 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s Disability Benefit.

For purposes of applying the provisions of this Section 8.2(b), a Participant’s election to change the form of payment for the Disability Benefit shall not be considered to be made until the date on which the election becomes irrevocable. Such an election shall become irrevocable no later than the date that is 12 months prior to the Benefit Distribution Date that would otherwise have been applicable to the Participant’s Disability Benefit. Subject to the requirements of this Section 8.2(b), the Election Form most recently accepted by the Committee that has become effective shall govern the form of payout of the Participant’s Disability Benefit.

ARTICLE 9
Death Benefit

9.1Death Benefit. In the event of a Participant’s death prior to the complete distribution of his or her vested Account Balance, the Participant’s Beneficiary(ies) shall receive the Participant’s unpaid vested Account Balance in a lump sum payment (the “Death Benefit”). The Death Benefit shall be calculated as of the close of business on or around the Benefit Distribution Date for such benefit, which shall be the date of the Participant’s death.

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9.2Payment of Death Benefit. The Death Benefit shall be paid to the Participant’s Beneficiary(ies) no later than 60 days after the Participant’s Benefit Distribution Date.

ARTICLE 10
Director Deferred Units

10.1General. The provisions of this Article 10 shall govern the deferral and payment of Director Deferred Units, including deferrals that occurred (i) for periods between August 1, 2017 and May 6, 2026, pursuant to Article XIV of the 2016 Incentive Plan; and (ii) for periods prior to August 1, 2017, the Director Plan. To the extent the terms of this Article 10 are different from the remaining terms of the Plan, this Article 10 shall apply in lieu of the contrary provision of the Plan.

10.2Deferral of Unit Awards.

(a)Annual Accounting. For each Director who elects to defer a portion of a Unit Award, a separate Director Unit Account shall be established for each Plan Year to hold the Participant’s Director Deferred Units. In addition, as provided in Section 10.2(d), a separate Dividend Equivalent Account shall be established for each Plan Year for each Director who has elected to defer a portion of a Unit Award under this Plan’s terms or, for periods prior to May 6, 2026, the terms of the Incentive Plan or the Director Plan, as applicable. Earnings with respect to any Director Unit Account which are paid during a calendar year shall be allocated the Dividend Equivalent Account established for such Plan Year.1

(b)Unit Award Deferral Elections. Subject to the limitations below, a Director may elect to defer all or a portion of a Unit Award on such terms as the Committee (or its delegate) may permit by completing an Election Form and submitting it to the Committee (or its delegate) prior to the calendar year in which the Unit Award is made. In each annual Election Form, a Director shall elect the manner of distribution from the Director Unit Account for that annual Election Form. The Director shall designate whether payment will be made as either (i) in a single lump sum payment, or (ii) in approximately equal annual installments over a period of up to 5 years. A failure to timely make such election shall result in a single lump sum payment with respect to deferrals that occur pursuant to that Election Form.

(c)The Committee (or its delegate) shall, credit a Director Deferred Unit to the Director Unit Account for the benefit of such Director. Any Unit Awards deferred pursuant to this Section 10.2(b) shall be accounted for by the Employer on its books and records and the Employer may, in its discretion, transfer shares of the Company’s common stock to the Trustee at such times as the Employer shall, in its discretion, determine.

(d)Vesting and Form of Distribution. A Participant’s Director Deferred Units shall be fully vested at all times; provided, however, that if a Unit Award was subject to a vesting schedule when issued, then such vesting schedule shall apply to the corresponding Director Deferred Units.

(i)Distributions from a Participant’s Director Unit Account shall be made in the form of shares of the Company’s common stock for each Director Deferred Unit, which shares shall be issued pursuant to the applicable Incentive Plan’s terms. The Company

1As an example, assume a Director elects to defer a portion of her 2027 Unit Award. The Company will cause the Plan to establish the following bookkeeping accounts: (i) a 2027 Director Unit Account, to which the Director Deferred Units provided pursuant to the 2027 Unit Award will be credited, and (ii) a 2027 Dividend Equivalent Account, to which Dividend Equivalents associated with the 2027 Unit Award will be credited.

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shall be obligated to issue one share of Stock under this Plan with respect to each vested Director Deferred Unit. In addition, any Director Deferred Units attributable to periods prior to August 1, 2017, shall be issued pursuant to the same terms and conditions as applied pursuant to the Director Plan and any distribution elections made by the Directors under such plan’s terms.

(ii)Distribution of a Director Unit Account to a Director is intended to begin after termination of service as a Director, whether through retirement or otherwise, unless a Director has indicated in such Director’s Annual Election a specified date for such distribution to occur as provided in Article 7. If a Director has selected the distribution of the Director Unit Account to begin after termination of service as a Director, distributions shall commence on June 15 following such Director’s termination of service, unless the distribution is required to be delayed under Section 409A, in which case such distribution shall commence at the time this statutory delay has expired.

(iii)A Director may request that the time or manner of distribution selected in previously executed Elections be changed. Any request by a Director to change the time/manner of such previously selected distribution must comply with the following:

(A)    such election may not take effect until at least twelve (12) months after the date on which this election is made;

(B)    the distribution must be deferred for at least five (5) years from the date the distribution otherwise would have been paid; and

(C)    such election may not be made less than twelve (12) months before the date the distribution is otherwise scheduled to be paid.

(iv)Any Director Deferred Units that have not become vested at the time a Director incurs a Separation from Service shall be automatically forfeited on such date.

(e)Dividend Equivalent Accounts. The Committee shall establish a Dividend Equivalent Account for each calendar year that a Director has elected to defer shares, whether pursuant to this Plan or, previously, the Director Plan.

(f)The Committee (or its delegate) shall credit the Dividend Equivalent Account established for the Director for each calendar year with a cash equivalent amount equal to any dividend that the Participant would have received if he or she had directly owned one share of the Company’s common stock for each Director Deferred Unit credited to any of the Participant’s Director Unit Accounts. Dividend Equivalents credited to a Participant’s Director Unit Account shall be subject to the same vesting provisions as applicable to the associated Director Deferred Units. Amounts credited as Dividend Equivalents to a Participant’s Director Unit Account shall be invested in the manner directed by the Director. If no such election is provided, then such amounts shall be invested in a default investment fund as determined by the Committee.

(g)Notwithstanding the preceding, dividend equivalent payments made with respect to Director Deferred Units issued pursuant to the terms of the Director Plan shall be credited as a cash dividend equivalent payment instead of a stock dividend equivalent payment. On each date a dividend is paid by the Company to its shareholders with respect to a share of Stock, the Director’s Deferred Unit Account shall be credited with a cash dividend equivalent

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payment equal to the amount of the dividend that would have been paid with respect to a share of stock. Any cash dividend equivalent payment credited under this paragraph shall be paid to the Director on the same date as a stock dividend equivalent payment would have been paid pursuant to the election or elections made under the Director Plan prior to August 1, 2017.

(h)Merged Accounts. Any Unit Awards issued under the Director Plan for periods on or before August 1, 2017, including dividend equivalent payments credited as additional Director Deferred Units, have been incorporated into the Incentive Plan and shall be administered by the Company as provided in Incentive Plan. Each Unit Award incorporated into the Incentive Plan shall be separately accounted for in a Director Unit Account established under this Plan for each Participant for each applicable Plan Year. Any previously filed deferral elections made pursuant to the Director Plan’s terms shall be honored by the Incentive Plan and this Plan, and administered in accordance with their terms.

10.3Automatic Changes in Investment. The provisions of Section 3.8 shall apply to each Director’s Director Unit Account.

10.4ElectiveChange in Investment. A Director who has completed ten (10) years of service and has attained age sixty-five as a member of the Company’s Board of Directors may elect to cause some or all of the Director Deferred Units credited to the Director’s Director Unit Account to instead be credited to one or more of the Measurement Funds then available for Participants under the Plan’s terms. An election under the preceding sentence (i) shall be irrevocable, and (ii) may be submitted on a one-time basis to the Committee during any period in which the Company has an open trading window under the Company’s insider trading policy, as determined by the Company’s General Counsel, and such change in investment allocation shall occur during such open trading window. Any election made under this Section 10.4 shall designate the number of Director Deferred Units that will no longer be deemed to be invested in the Company’s Stock, including the year such Director Deferred Units were credited to the Director’s Director Deferred Unit Account. As soon as administratively feasible after the election is received, an amount equal to the value of such Director Deferred Units shall be reinvested in the Plan’s default Measurement Fund, as determined by the Committee. Following the conversion of a Participant’s Stock Award Units and/or vested RSU Award Units, as applicable, to an equivalent value and automatic investment in the default Measurement Fund, the Director may provide investment direction with respect to such amount.

ARTICLE 11
Beneficiary Designation

11.1Beneficiary. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan to a beneficiary upon the death of a Participant. The Beneficiary designated under this Plan may be the same as or different from the Beneficiary designation under any other plan of an Employer in which the Participant participates.

11.2Beneficiary Designation; Change; Spousal Consent. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form, and returning it to the Committee or its designated agent. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee’s rules and procedures, as in effect from time to time. If the Participant names someone other than his or her spouse as a Beneficiary, the Committee may, in its sole discretion, determine that spousal consent is required to be provided in a form designated by the Committee, executed by such Participant’s spouse and returned to the Committee. Upon the acceptance by the Committee of a new Beneficiary Designation Form,

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all Beneficiary designations previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.

11.3Acknowledgment. No designation or change in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or its designated agent.

11.4No Beneficiary Designation. If a Participant fails to designate a Beneficiary as provided in Sections 11.1, 11.2 and 11.3 above or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Participant’s designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the executor or personal representative of the Participant’s estate.

11.5Doubt as to Beneficiary. If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Participant’s Employer to withhold such payments until this matter is resolved to the Committee’s satisfaction.

11.6Discharge of Obligations. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge all Employers and the Committee from all further obligations under this Plan with respect to the Participant, and that Participant’s Plan Agreement shall terminate upon such full payment of benefits.

ARTICLE 12
Leave of Absence

12.1Paid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take a paid leave of absence from the employment of the Employer, and such leave of absence does not constitute a Separation from Service, (i) the Participant shall continue to be considered eligible for the benefits provided under the Plan, and (ii) the Annual Deferral Amountshall continue to be withheld during such paid leave of absence in accordance with Section 3.2.

12.2Unpaid Leave of Absence. If a Participant is authorized by the Participant’s Employer to take an unpaid leave of absence from the employment of the Employer for any reason, and such leave of absence does not constitute a Separation from Service, such Participant shall continue to be eligible for the benefits provided under the Plan. During the unpaid leave of absence, the Participant shall not be allowed to make any additional deferral elections. However, if the Participant returns to employment, the Participant may elect to defer an Annual Deferral Amount for the Plan Year following his or her return to employment and for every Plan Year thereafter while a Participant in the Plan, provided such deferral elections are otherwise allowed and an Election Form is delivered to and accepted by the Committee for each such election in accordance with Section 3.2 above.

ARTICLE 13
Termination of Plan, Amendment or Modification

13.1Termination of Plan. Although each Employer anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that any Employer will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, each Employer reserves the right to terminate the Plan with respect to all of its Participants. In the event of a Plan termination no new deferral elections shall be permitted for the affected Participants and

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such Participants shall no longer be eligible to receive new company contributions. However, after the Plan termination the Account Balances of such Participants shall continue to be credited with Annual Deferral Amounts attributable to a deferral election that was in effect prior to the Plan termination to the extent deemed necessary to comply with Code Section 409A and related Treasury Regulations, and additional amounts shall continue to credited or debited to such Participants’ Account Balances pursuant to Section 3.7. The Measurement Funds available to Participants following the termination of the Plan shall be comparable in number and type to those Measurement Funds available to Participants in the Plan Year preceding the Plan Year in which the Plan termination is effective. In addition,following a Plan termination, Participant Account Balances shall remain in the Plan and shall not be distributed until such amounts become eligible for distribution in accordance with the other applicable provisions of the Plan.Notwithstanding the preceding sentence, to the extent permitted by Treas. Reg. §1.409A-3(j)(4)(ix), the Employer may provide that upon termination of the Plan, all Account Balances of the Participants shall be distributed, subject to and in accordance with any rules established by such Employer deemed necessary to comply with the applicable requirements and limitations of Treas. Reg. §1.409A-3(j)(4)(ix).

13.2Amendment. Any Employer may, at any time, amend or modify the Plan in whole or in part with respect to that Employer. Notwithstanding the foregoing, (i) no amendment or modification shall be effective to decrease the value of a Participant’s vested Account Balance in existence at the time the amendment or modification is made, and (ii) no amendment or modification of this Section 13.2 or Section 14.2 of the Plan shall be effective.

13.3Plan Agreement. Despite the provisions of Sections 13.1 and 13.2 above, if a Participant’s Plan Agreement contains benefits or limitations that are not in this Plan document, the Employer may only amend or terminate such provisions with the written consent of the Participant.

13.4Effect of Payment. The full payment of the Participant’s vested Account Balance in accordance with the applicable provisions of the Plan shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this Plan, and the Participant’s Plan Agreement shall terminate.

ARTICLE 14
Administration

14.1Committee Duties. Except as otherwise provided in this Article 14, this Plan shall be administered by a Committee, which shall consist of the Board, or such committee as the Board shall appoint. Members of the Committee may be Participants under this Plan. The Committee shall also have the discretion and authority to (i) make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan, (ii) decide or resolve any and all questions, including benefit entitlement determinations and interpretations of this Plan, as may arise in connection with the Plan, and (iii) to delegate any or all of its authority to one or more individuals or committees from time to time. Any individual serving on the Committee who is a Participant shall not vote or act on any matter relating solely to himself or herself. When making a determination or calculation, the Committee shall be entitled to rely on information furnished by a Participant or the Company.

14.2Administration Upon Change in Control. Within 120 days following a Change in Control, the individuals who comprised the Committee immediately prior to the Change in Control (whether or not such individuals are members of the Committee following the Change in Control) may, by written consent of the majority of such individuals, appoint an independent third party administrator (the “Administrator”) to perform any or all of the Committee’s duties described in Section 14.1 above, including without limitation, the power to determine any

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questions arising in connection with the administration or interpretation of the Plan, and the power to make benefit entitlement determinations. Upon and after the effective date of such appointment, (i) the Company must pay all reasonable administrative expenses and fees of the Administrator, and (ii) the Administrator may only be terminated with the written consent of the majority of Participants with an Account Balance in the Plan as of the date of such proposed termination.

14.3Agents. In the administration of this Plan, the Committee or the Administrator, as applicable, may, from time to time, employ agents and delegate to them such administrative duties as it sees fit (including acting through a duly appointed representative) and may from time-to-time consult with counsel.

14.4Binding Effect of Decisions. The decision or action of the Committee or Administrator, as applicable, with respect to any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

14.5Indemnity of Committee. All Employers shall indemnify and hold harmless the members of the Committee, the Investment Selection Committee, any Employee to whom the duties of the Committee may be delegated, and the Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Plan, except in the case of willful misconduct by the Committee, the Investment Selection Committee, any of its members, any such Employee or the Administrator.

14.6Employer Information. To enable the Committee and/or Administrator to perform its functions, the Company and each Employer shall supply full and timely information to the Committee and/or Administrator, as the case may be, on all matters relating to the Plan, the Trust, the Participants and their Beneficiaries, the Account Balances of the Participants, the compensation of its Participants, the date and circumstances of the Separation from Service, Disability or death of its Participants, and such other pertinent information as the Committee or Administrator may reasonably require.

ARTICLE 15
Other Benefits and Agreements

15.1Coordination with Other Benefits. The benefits provided for a Participant and Participant’s Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program for employees of the Participant’s Employer. The Plan shall supplement and shall not supersede, modify or amend any other such plan or program except as may otherwise be expressly provided.

ARTICLE 16
Claims Procedures

16.1Presentation of Claim. Any Participant or Beneficiary of a deceased Participant (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within 60 days after such notice was received by the Claimant. All other claims must be made within 180 days of the date on which the event that caused the claim to arise occurred. The claim must state with particularity the determination desired by the Claimant.

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16.2Notification of Decision. The Committee shall consider a Claimant’s claim within a reasonable time, but no later than 90 days after receiving the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of 90 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. The Committee shall notify the Claimant in writing:

(a)that the Claimant’s requested determination has been made, and that the claim has been allowed in full; or

(b)that the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i)the specific reason(s) for the denial of the claim, or any part of it;

(ii)specific reference(s) to pertinent provisions of the Plan upon which such denial was based;

(iii)a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary;

(iv)an explanation of the claim review procedure set forth in Section 16.3 below; and

(v)a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

16.3Review of a Denied Claim. On or before 60 days after receiving a notice from the Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant’s duly authorized representative) may file with the Committee a written request for a review of the denial of the claim. The Claimant (or the Claimant’s duly authorized representative):

(a)may, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claim for benefits;

(b)may submit written comments or other documents; and/or

(c)may request a hearing, which the Committee, in its sole discretion, may grant.

16.4Decision on Review. The Committee shall render its decision on review promptly, and no later than 60 days after the Committee receives the Claimant’s written request for a review of the denial of the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 60-day period. In no event shall such extension exceed a period of 60 days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. In rendering its decision, the Committee shall take into account all comments, documents, records and other information

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submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. The decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

(a)specific reasons for the decision;

(b)specific reference(s) to the pertinent Plan provisions upon which the decision was based;

(c)a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and

(d)a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

16.5Legal Action. A Claimant’s compliance with the foregoing provisions of this Article 16 is a mandatory prerequisite to a Claimant’s right to commence any legal action with respect to any claim for benefits under this Plan.

ARTICLE 17
Trust

17.1Establishment of the Trust. In order to provide assets from which to fulfill its obligations to the Participants and their Beneficiaries under the Plan, the Company may establish a trust by a trust agreement with a third party, the trustee, to which each Employer may, in its discretion, contribute cash or other property, including securities issued by the Company, to provide for the benefit payments under the Plan (the “Trust”).

17.2Interrelationship of the Plan and the Trust. The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers, Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at all times remain liable to carry out its obligations under the Plan.

17.3Distributions From the Trust. Each Employer’s obligations under the Plan may be satisfied with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the Employer’s obligations under this Plan.

ARTICLE 18
Miscellaneous

18.1Status of Plan. The Plan is intended to be a plan that is not qualified within the meaning of Code Section 401(a) and that “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted (i) to the extent possible in a manner consistent with the intent described in the preceding sentence, and (ii) in accordance with Code Section 409A and related Treasury guidance and Regulations.

18.2Unsecured General Creditor. Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits under this Plan, any and all of an Employer’s assets shall be, and remain, the general, unpledged unrestricted assets of the

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Employer. An Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise to pay money in the future.

18.3Employer’s Liability. An Employer’s liability for the payment of benefits shall be defined only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant. An Employer shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her Plan Agreement.

18.4Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.

18.5Not a Contract of Employment. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment between any Employer and the Participant. Such employment is hereby acknowledged to be an “at will” employment relationship that can be terminated at any time for any reason, or no reason, with or without cause, and with or without notice, unless expressly provided in a written employment agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of any Employer, either as an Employee or a Director, or to interfere with the right of any Employer to discipline or discharge the Participant at any time.

18.6Furnishing Information. A Participant or his or her Beneficiary will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

18.7Terms. Whenever any words are used herein in the masculine, they shall be construed as though they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the case may be, in all cases where they would so apply.

18.8Captions. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

18.9Governing Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Texas without regard to its conflicts of laws principles.

18.10Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

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Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Participant.

18.11Successors. The provisions of this Plan shall bind and inure to the benefit of the Participant’s Employer and its successors and assigns and the Participant and the Participant’s designated Beneficiaries.

18.12Spouse’s Interest. The interest in the benefits hereunder of a spouse of a Participant who has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse’s will, nor shall such interest pass under the laws of intestate succession.

18.13Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.

18.14Incompetent. If the Committee determines in its discretion that a benefit under this Plan is to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative or person having the care and custody of such minor, incompetent or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan for such payment amount.

18.15Domestic Relations Orders. If necessary to comply with a domestic relations order, as defined in Code Section 414(p)(1)(B), pursuant to which a court has determined that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan, the Committee shall have the right to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to such spouse or former spouse.

18.16Distribution in the Event of Income Inclusion Under Code Section 409A. If any portion of a Participant’s Account Balance under this Plan is required to be included in income by the Participant prior to receipt due to a failure of this Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, the Committee may determine that such Participant shall receive a distribution from the Plan in an amount equal to the lesser of (i) the portion of his or her Account Balance required to be included in income as a result of the failure of the Plan to comply with the requirements of Code Section 409A and related Treasury Regulations, or (ii) the unpaid vested Account Balance.

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IN WITNESS WHEREOF, the Company has signed this Plan document as of August 4, 2026.

SERVICE CORPORATION INTERNATIONAL,

a Texas corporation

By:     /s/ Lori Spilde                    

Title: Senior Vice President, General Counsel & Secretary