Marathon Oil (MRO)

ARTICLE V. Plan Administration

The Company has delegated its administrative authority hereunder to the Plan Administrator of the Marathon Petroleum Company LLC Retirement Plan or its successor (the “Plan Administrator.”) It shall be the principal duty of the Plan Administrator to determine that the provisions of the Excess Benefit Plan are carried out in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Excess Benefit Plan.

The Plan Administrator shall have full power to administer the Excess Benefit Plan in all of its details, subject to the applicable requirements of law. For this purpose, the Plan Administrator is, as respects the rights and obligations of all parties with an interest in this Excess Benefit Plan, given the powers, rights and duties specifically stated elsewhere in the Excess Benefit Plan, or any other document, and in addition is given, but not limited to, the following powers, rights and duties:

(a) to determine all questions arising under the Excess Benefit Plan, including the power to determine the rights or eligibility of Employees or Participants and any other persons, and the amounts of their contributions or benefits under the Excess Benefit Plan, to interpret the Excess Benefit Plan, and to remedy ambiguities, inconsistencies or omissions;

(b) to adopt such rules of procedure and regulations, including the establishment of any claims procedure that may be required by law, as in its opinion may be necessary for the proper and efficient administration of the Excess Benefit Plan and as are consistent with the Excess Benefit Plan;

(c) to direct payments or distributions from the Excess Benefit Plan in accordance with the provisions of the Excess Benefit Plan;

(d) to develop such information as may be required by it for tax or other purposes as respects the Excess Benefit Plan; and

(e) to employ agents, attorneys, accountants or other persons (who also may be employed by the Company), and allocate or delegate to them such powers as the Plan Administrator may consider necessary or advisable to properly carry out the administration of the Excess Benefit Plan.

The Plan Administrator’s decision in any matter involving the interpretation and application of this Excess Benefit Plan shall be final and binding. In the event the Plan Administrator would have to decide any issue under the Excess Benefit Plan which could affect the form or timing of the payment of deferred compensation under the Excess Benefit Plan, then the Company shall make that decision.

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The Company agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as the Plan Administrator against all liabilities, damages, costs and expenses (including attorney’s fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act of omission to act in connection with the Excess Benefit Plan, if such act of omission is or was in good faith. This Section 5.3 shall comply with Code section 409A and Treasury Regulation section 1.409A-3(i)(1)(iv) with regard to the requirements for reimbursements, to the extent applicable, for the period that such Employee’s indemnification right hereunder shall exist.

The Plan Administrator shall obtain such data and information as deemed necessary or desirable in order to administer the Excess Benefit Plan. The records of the Company as to an Employee’s or Participant’s period or periods of employment, termination of employment and the reason therefor, leave of absence, re-employment and earnings will be conclusive on all persons unless determined by independent agents or delegates of the Plan Administrator to be incorrect. Participants and other persons entitled to benefits under the Excess Benefit Plan also shall furnish the Plan Administrator with such evidence, data or information, as the Plan Administrator considers necessary or desirable to administer the Excess Benefit Plan.

(a) Claims Procedure. If a Participant believes any rights or benefits are being improperly denied under the Excess Benefit Plan, such Participant may file a claim in writing with the Plan Administrator. If any such claim is wholly or partially denied, the Plan Administrator shall notify such Participant of its decision in writing. Such notification shall be written in a manner calculated to be understood by such Participant and shall contain (i) specific reasons for the denial, (ii) specific reference to pertinent Excess Benefit Plan provisions, (iii) a description of any additional material or information necessary for the Participant to perfect such claim and an explanation of why such material or information is necessary, and (iv) information as to the steps to be taken if the Participant wishes to submit a request for review. Such notification shall be given within 90 days after the claim is received by the Plan Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such Participant within the initial 90 day period.) If such notification is not given within such period the claim shall be considered denied as of the last day of such period and such Participant may request a review of his claim.

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(b) Review Procedure. Within 60 days after the date on which a Participant receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which such denial is considered to have occurred) such Participant (or the Participant’s duly authorized representative) may (i) file a written request with the Plan Administrator for a review of his denied claim and of pertinent documents, and (ii) submit written issues and comments to the Plan Administrator. The Plan Administrator shall notify such Participant of its decision in writing. Such notification shall be written in a manner calculated to be understood by such Participant and shall contain specific reasons for the decision as well as specific references to pertinent Excess Benefit Plan provision. The decision on review shall be made within 60 days after the request for review is received by the Plan Administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Plan Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60 day period). If the decision on review is not made within such period, the claim shall be considered denied.

(c) Section 409A Requirements. Any claim for benefits under this Section must be made by the Participant no later than the time prescribed by Code section 409A. If a claimant’s claim or appeal is approved, any resulting payment of benefits will be made no later than the time prescribed for payment of benefits by Code Section 409A.

ARTICLE V. Plan Administration

The Company has delegated its administrative authority hereunder to the Plan Administrator of the Retirement Plan or its successor (the “Plan Administrator.”) It shall be the principal duty of the Plan Administrator to determine that the provisions of the Excess Benefit Plan are carried out in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Excess Benefit Plan.

The Plan Administrator shall have full power to administer the Excess Benefit Plan in all of its details, subject to the applicable requirements of law. For this purpose, the Plan Administrator is, as respects the rights and obligations of all parties with an interest in this Excess Benefit Plan, given the powers, rights and duties specifically stated elsewhere in the Excess Benefit Plan, or any other document, and in addition is given, but not limited to, the following powers, rights and duties:

(a) to determine all questions arising under the Excess Benefit Plan, including the power to determine the rights or eligibility of Employees or Participants and any other persons, and the amounts of their contributions or benefits under the Excess Benefit Plan, to interpret the Excess Benefit Plan, and to remedy ambiguities, inconsistencies or omissions;

(b) to adopt such rules of procedure and regulations, including the establishment of any claims procedure that may be required by law, as in its opinion may be necessary for the proper and efficient administration of the Excess Benefit Plan and as are consistent with the Excess Benefit Plan;

(c) to direct payments or distributions from the Excess Benefit Plan in accordance with the provisions of the Excess Benefit Plan;

(d) to develop such information as may be required by it for tax or other purposes as respects the Excess Benefit Plan; and

(e) to employ agents, attorneys, accountants or other persons (who also may be employed by the Company), and allocate or delegate to them such powers as the Plan Administrator may consider necessary or advisable to properly carry out the administration of the Excess Benefit Plan.

The Plan Administrator’s decision in any matter involving the interpretation and application of this Excess Benefit Plan shall be final and binding. In the event the Plan Administrator would have to decide any issue under the Excess Benefit Plan which could affect the form or timing of the payment of deferred compensation under the Excess Benefit Plan, then the Company shall make that decision.

The Company agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as the Plan Administrator against all liabilities, damages, costs and expenses (including attorney’s fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act of omission to act in connection with the Excess Benefit Plan, if such act of omission is or was in good faith. This Section 5.3 shall comply with Code section 409A and Treasury Regulation section 1.409A-3(i)(1)(iv) with regard to the requirements for reimbursements, to the extent applicable, for the period that such Employee’s indemnification right hereunder shall exist.

The Plan Administrator shall obtain such data and information as deemed necessary or desirable in order to administer the Excess Benefit Plan. The records of the Company as to an Employee’s or Participant’s period or periods of employment, termination of employment and the reason therefor, leave of absence, re-employment and earnings will be conclusive on all persons unless determined by independent agents or delegates of the Plan Administrator to be incorrect. Participants and other persons entitled to benefits under the Excess Benefit Plan also shall furnish the Plan Administrator with such evidence, data or information, as the Plan Administrator considers necessary or desirable to administer the Excess Benefit Plan.

(a) Claims Procedure. If a Participant believes any rights or benefits are being improperly denied under the Excess Benefit Plan, such Participant may file a claim in writing with the Plan Administrator. If any such claim is wholly or partially denied, the Plan Administrator shall notify such Participant of its decision in writing. Such notification shall be written in a manner calculated to be understood by such Participant and shall contain (i) specific reasons for the denial, (ii) specific reference to pertinent Excess Benefit Plan provisions, (iii) a description of any additional material or information necessary for the Participant to perfect such claim and an explanation of why such material or information is necessary, and (iv) information as to the steps to be taken if the Participant wishes to submit a request for review. Such notification shall be given within 90 days after the claim is received by the Plan Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such Participant within the initial 90 day period.) If such notification is not given within such period the claim shall be considered denied as of the last day of such period and such Participant may request a review of his claim.

(b) Review Procedure. Within 60 days after the date on which a Participant receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which such denial is considered to have occurred) such Participant (or the Participant’s duly authorized representative) may (i) file a written request with the Plan Administrator for a review of his denied claim and of pertinent documents, and (ii) submit written issues and comments to the Plan Administrator. The Plan Administrator shall notify such Participant of its decision in writing. Such notification shall be written in a manner calculated to be understood by such Participant and shall contain specific reasons for the decision as well as specific references to pertinent Excess Benefit Plan provision. The decision on review shall be made within 60 days after the request for review is received by the Plan Administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Plan Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60 day period). If the decision on review is not made within such period, the claim shall be considered denied.

(c) Section 409A Requirements. Any claim for benefits under this Section must be made by the Participant no later than the time prescribed by Code section 409A. If a claimant’s claim or appeal is approved, any resulting payment of benefits will be made no later than the time prescribed for payment of benefits by Code Section 409A.

ARTICLE V. Plan Administration

The Company has delegated its administrative authority hereunder to the Plan Administrator of the Retirement Plan or its successor (the “Plan Administrator.”) It shall be the principal duty of the Plan Administrator to determine that the provisions of the Excess Benefit Plan are carried out in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Excess Benefit Plan.

The Plan Administrator shall have full power to administer the Excess Benefit Plan in all of its details, subject to the applicable requirements of law. For this purpose, the Plan Administrator is, as respects the rights and obligations of all parties with an interest in this Excess Benefit Plan, given the powers, rights and duties specifically stated elsewhere in the Excess Benefit Plan, or any other document, and in addition is given, but not limited to, the following powers, rights and duties:

(a) to determine all questions arising under the Excess Benefit Plan, including the power to determine the rights or eligibility of Employees or Participants and any other persons, and the amounts of their contributions or benefits under the Excess Benefit Plan, to interpret the Excess Benefit Plan, and to remedy ambiguities, inconsistencies or omissions;

(b) to adopt such rules of procedure and regulations, including the establishment of any claims procedure that may be required by law, as in its opinion may be necessary for the proper and efficient administration of the Excess Benefit Plan and as are consistent with the Excess Benefit Plan;

Page 7

(c) to direct payments or distributions from the Excess Benefit Plan in accordance with the provisions of the Excess Benefit Plan;

(d) to develop such information as may be required by it for tax or other purposes as respects the Excess Benefit Plan; and

(e) to employ agents, attorneys, accountants or other persons (who also may be employed by the Company), and allocate or delegate to them such powers as the Plan Administrator may consider necessary or advisable to properly carry out the administration of the Excess Benefit Plan.

The Plan Administrator’s decision in any matter involving the interpretation and application of this Excess Benefit Plan shall be final and binding. In the event the Plan Administrator would have to decide any issue under the Excess Benefit Plan which could affect the form or timing of the payment of deferred compensation under the Excess Benefit Plan, then the Company shall make that decision.

The Company agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as the Plan Administrator against all liabilities, damages, costs and expenses (including attorney’s fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act of omission to act in connection with the Excess Benefit Plan, if such act of omission is or was in good faith. This Section 5.3 shall comply with Code section 409A and Treasury Regulation section 1.409A-3(i)(1)(iv) with regard to the requirements for reimbursements, to the extent applicable, for the period that such Employee’s indemnification right hereunder shall exist.

The Plan Administrator shall obtain such data and information as deemed necessary or desirable in order to administer the Excess Benefit Plan. The records of the Company as to an Employee’s or Participant’s period or periods of employment, termination of employment and the reason therefor, leave of absence, re-employment and earnings will be conclusive on all persons unless determined by independent agents or delegates of the Plan Administrator to be incorrect. Participants and other persons entitled to benefits under the Excess Benefit Plan also shall furnish the Plan Administrator with such evidence, data or information, as the Plan Administrator considers necessary or desirable to administer the Excess Benefit Plan.

(a) Claims Procedure. If a Participant believes any rights or benefits are being improperly denied under the Excess Benefit Plan, such Participant may file a claim in writing with the Plan Administrator. If any such claim is wholly or partially denied, the

Page 8

Plan Administrator shall notify such Participant of its decision in writing. Such notification shall be written in a manner calculated to be understood by such Participant and shall contain (i) specific reasons for the denial, (ii) specific reference to pertinent Excess Benefit Plan provisions, (iii) a description of any additional material or information necessary for the Participant to perfect such claim and an explanation of why such material or information is necessary, and (iv) information as to the steps to be taken if the Participant wishes to submit a request for review. Such notification shall be given within 90 days after the claim is received by the Plan Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such Participant within the initial 90 day period.) If such notification is not given within such period the claim shall be considered denied as of the last day of such period and such Participant may request a review of his claim.

(b) Review Procedure. Within 60 days after the date on which a Participant receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which such denial is considered to have occurred) such Participant (or the Participant’s duly authorized representative) may (i) file a written request with the Plan Administrator for a review of his denied claim and of pertinent documents, and (ii) submit written issues and comments to the Plan Administrator. The Plan Administrator shall notify such Participant of its decision in writing. Such notification shall be written in a manner calculated to be understood by such Participant and shall contain specific reasons for the decision as well as specific references to pertinent Excess Benefit Plan provision. The decision on review shall be made within 60 days after the request for review is received by the Plan Administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Plan Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60 day period). If the decision on review is not made within such period, the claim shall be considered denied.

(c) Section 409A Requirements. Any claim for benefits under this Section must be made by the Participant no later than the time prescribed by Code section 409A. If a claimant’s claim or appeal is approved, any resulting payment of benefits will be made no later than the time prescribed for payment of benefits by Code Section 409A.

ARTICLE V. Plan Administration

The Company has delegated its administrative authority hereunder to the Plan Administrator of the Retirement Plan or its successor (the “Plan Administrator.”) It shall be the principal duty of the Plan Administrator to determine that the provisions of the Excess Benefit Plan are carried out in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Excess Benefit Plan.

The Plan Administrator shall have full power to administer the Excess Benefit Plan in all of its details, subject to the applicable requirements of law. For this purpose, the Plan Administrator is, as respects the rights and obligations of all parties with an interest in this Excess Benefit Plan, given the powers, rights and duties specifically stated elsewhere in the Excess Benefit Plan, or any other document, and in addition is given, but not limited to, the following powers, rights and duties:

(a) to determine all questions arising under the Excess Benefit Plan, including the power to determine the rights or eligibility of Employees or Participants and any other persons, and the amounts of their contributions or benefits under the Excess Benefit Plan, to interpret the Excess Benefit Plan, and to remedy ambiguities, inconsistencies or omissions;

(b) to adopt such rules of procedure and regulations, including the establishment of any claims procedure that may be required by law, as in its opinion may be necessary for the proper and efficient administration of the Excess Benefit Plan and as are consistent with the Excess Benefit Plan;

Page 7

(c) to direct payments or distributions from the Excess Benefit Plan in accordance with the provisions of the Excess Benefit Plan;

(d) to develop such information as may be required by it for tax or other purposes as respects the Excess Benefit Plan; and

(e) to employ agents, attorneys, accountants or other persons (who also may be employed by the Company), and allocate or delegate to them such powers as the Plan Administrator may consider necessary or advisable to properly carry out the administration of the Excess Benefit Plan.

The Plan Administrator’s decision in any matter involving the interpretation and application of this Excess Benefit Plan shall be final and binding. In the event the Plan Administrator would have to decide any issue under the Excess Benefit Plan which could affect the form or timing of the payment of deferred compensation under the Excess Benefit Plan, then the Company shall make that decision.

The Company agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as the Plan Administrator against all liabilities, damages, costs and expenses (including attorney’s fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act of omission to act in connection with the Excess Benefit Plan, if such act of omission is or was in good faith. This Section 5.3 shall comply with Code section 409A and Treasury Regulation section 1.409A-3(i)(1)(iv) with regard to the requirements for reimbursements, to the extent applicable, for the period that such Employee’s indemnification right hereunder shall exist.

The Plan Administrator shall obtain such data and information as deemed necessary or desirable in order to administer the Excess Benefit Plan. The records of the Company as to an Employee’s or Participant’s period or periods of employment, termination of employment and the reason therefor, leave of absence, re-employment and earnings will be conclusive on all persons unless determined by independent agents or delegates of the Plan Administrator to be incorrect. Participants and other persons entitled to benefits under the Excess Benefit Plan also shall furnish the Plan Administrator with such evidence, data or information, as the Plan Administrator considers necessary or desirable to administer the Excess Benefit Plan.

(a) Claims Procedure. If a Participant believes any rights or benefits are being improperly denied under the Excess Benefit Plan, such Participant may file a claim in writing with the Plan Administrator. If any such claim is wholly or partially denied, the

Page 8

Plan Administrator shall notify such Participant of its decision in writing. Such notification shall be written in a manner calculated to be understood by such Participant and shall contain (i) specific reasons for the denial, (ii) specific reference to pertinent Excess Benefit Plan provisions, (iii) a description of any additional material or information necessary for the Participant to perfect such claim and an explanation of why such material or information is necessary, and (iv) information as to the steps to be taken if the Participant wishes to submit a request for review. Such notification shall be given within 90 days after the claim is received by the Plan Administrator (or within 180 days, if special circumstances require an extension of time for processing the claim, and if written notice of such extension and circumstances is given to such Participant within the initial 90 day period.) If such notification is not given within such period the claim shall be considered denied as of the last day of such period and such Participant may request a review of his claim.

(b) Review Procedure. Within 60 days after the date on which a Participant receives a written notice of a denied claim (or, if applicable, within 60 days after the date on which such denial is considered to have occurred) such Participant (or the Participant’s duly authorized representative) may (i) file a written request with the Plan Administrator for a review of his denied claim and of pertinent documents, and (ii) submit written issues and comments to the Plan Administrator. The Plan Administrator shall notify such Participant of its decision in writing. Such notification shall be written in a manner calculated to be understood by such Participant and shall contain specific reasons for the decision as well as specific references to pertinent Excess Benefit Plan provision. The decision on review shall be made within 60 days after the request for review is received by the Plan Administrator (or within 120 days, if special circumstances require an extension of time for processing the request, such as an election by the Plan Administrator to hold a hearing, and if written notice of such extension and circumstances is given to such person within the initial 60 day period). If the decision on review is not made within such period, the claim shall be considered denied.

(c) Section 409A Requirements. Any claim for benefits under this Section must be made by the Participant no later than the time prescribed by Code section 409A. If a claimant’s claim or appeal is approved, any resulting payment of benefits will be made no later than the time prescribed for payment of benefits by Code Section 409A.

ARTICLE IX. Plan Administration

The Plan shall be administered by the Plan Administrator who shall be appointed by the Board and shall serve in such capacity until resignation or removal by the Board. It shall be the principal duty of the Plan Administrator to determine that the provisions of the Plan are carried out in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Plan.

The Plan Administrator shall have full power to administer the Plan in all of its details, subject to the applicable requirements of law. For this purpose, the Plan Administrator is, as respects the rights and obligations of all parties with an interest in this Plan, given the powers, rights and duties specifically stated elsewhere in the Plan, or any other document, and in addition is given, but not limited to, the following powers, rights and duties:

The Plan Administrator’s decision in any matter involving the interpretation and application of this Plan shall be final and binding. In the event the Plan Administrator would have to decide any issue under the Plan which could affect the form or timing of the payment of deferred compensation under the Plan, then the Company shall make that decision.

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The Company agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as the Plan Administrator against all liabilities, damages, costs and expenses (including attorney’s fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act of omission to act in connection with the Plan, if such act of omission is or was in good faith. This Section 9.3 shall comply with Code section 409A and Treasury Regulation section 1.409A-3(i)(1)(iv) with regard to the requirements for reimbursements, to the extent applicable, for the period that such Employee’s indemnification right hereunder shall exist.

The Plan Administrator shall obtain such data and information as deemed necessary or desirable in order to administer the Plan. The records of the Company as to an Employee’s or Participant’s period or periods of employment, termination of employment and the reason therefor, leave of absence, re-employment and earnings will be conclusive on all persons unless determined by independent agents or delegates of the Plan Administrator to be incorrect. Participants and other persons entitled to benefits under the Plan also shall furnish the Plan Administrator with such evidence, data or information, as the Plan Administrator considers necessary or desirable to administer the Plan.

- 7 -

ARTICLE IX. Plan Administration

The Plan shall be administered by the Plan Administrator who shall be appointed by the Board and shall serve in such capacity until resignation or removal by the Board. It shall be the principal duty of the Plan Administrator to determine that the provisions of the Plan are carried out in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Plan.

The Plan Administrator shall have full power to administer the Plan in all of its details, subject to the applicable requirements of law. For this purpose, the Plan Administrator is, as respects the rights and obligations of all parties with an interest in this Plan, given the powers, rights and duties specifically stated elsewhere in the Plan, or any other document, and in addition is given, but not limited to, the following powers, rights and duties:

The Plan Administrator’s decision in any matter involving the interpretation and application of this Plan shall be final and binding. In the event the Plan Administrator would have to decide any issue under the Plan which could affect the form or timing of the payment of deferred compensation under the Plan, then the Company shall make that decision.

- 6 -

The Company agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as the Plan Administrator against all liabilities, damages, costs and expenses (including attorney’s fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act of omission to act in connection with the Plan, if such act of omission is or was in good faith. This Section 9.3 shall comply with Code section 409A and Treasury Regulation section 1.409A-3(i)(1)(iv) with regard to the requirements for reimbursements, to the extent applicable, for the period that such Employee’s indemnification right hereunder shall exist.

The Plan Administrator shall obtain such data and information as deemed necessary or desirable in order to administer the Plan. The records of the Company as to an Employee’s or Participant’s period or periods of employment, termination of employment and the reason therefor, leave of absence, re-employment and earnings will be conclusive on all persons unless determined by independent agents or delegates of the Plan Administrator to be incorrect. Participants and other persons entitled to benefits under the Plan also shall furnish the Plan Administrator with such evidence, data or information, as the Plan Administrator considers necessary or desirable to administer the Plan.

- 7 -

ARTICLE IX. Plan Administration

The Plan shall be administered by the Plan Administrator who shall be appointed by the Company and shall serve in such capacity until resignation or removal by the Company. It shall be the principal duty of the Plan Administrator to determine that the provisions of the Plan are carried out in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Plan.

The Plan Administrator shall have full power to administer the Plan in all of its details, subject to the applicable requirements of law. For this purpose, the Plan Administrator is, as respects the rights and obligations of all parties with an interest in this Plan, given the powers, rights and duties specifically stated elsewhere in the Plan, or any other document, and in addition is given, but not limited to, the following powers, rights and duties:

- 6 -

The Plan Administrator’s decision in any matter involving the interpretation and application of this Plan shall be final and binding. In the event the Plan Administrator would have to decide any issue under the Plan which could affect the form or timing of the payment of deferred compensation under the Plan, then the Company shall make that decision.

The Company agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as the Plan Administrator against all liabilities, damages, costs and expenses (including attorney’s fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act of omission to act in connection with the Plan, if such act of omission is or was in good faith. This Section 9.3 shall comply with Code section 409A and Treasury Regulation section 1.409A-3(i)(1)(iv) with regard to the requirements for reimbursements, to the extent applicable, for the period that such Employee’s indemnification right hereunder shall exist.

The Plan Administrator shall obtain such data and information as deemed necessary or desirable in order to administer the Plan. The records of the Company as to an Employee’s or Participant’s period or periods of employment, termination of employment and the reason therefor, leave of absence, re-employment and earnings will be conclusive on all persons unless determined by independent agents or delegates of the Plan Administrator to be incorrect. Participants and other persons entitled to benefits under the Plan also shall furnish the Plan Administrator with such evidence, data or information, as the Plan Administrator considers necessary or desirable to administer the Plan.

- 7 -

ARTICLE IX. Plan Administration

The Plan shall be administered by the Plan Administrator who shall be appointed by the Company and shall serve in such capacity until resignation or removal by the Company. It shall be the principal duty of the Plan Administrator to determine that the provisions of the Plan are carried out in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Plan.

The Plan Administrator shall have full power to administer the Plan in all of its details, subject to the applicable requirements of law. For this purpose, the Plan Administrator is, as respects the rights and obligations of all parties with an interest in this Plan, given the powers, rights and duties specifically stated elsewhere in the Plan, or any other document, and in addition is given, but not limited to, the following powers, rights and duties:

- 6 -

The Plan Administrator’s decision in any matter involving the interpretation and application of this Plan shall be final and binding. In the event the Plan Administrator would have to decide any issue under the Plan which could affect the form or timing of the payment of deferred compensation under the Plan, then the Company shall make that decision.

The Company agrees to indemnify and to defend to the fullest extent permitted by law any Employee serving as the Plan Administrator against all liabilities, damages, costs and expenses (including attorney’s fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act of omission to act in connection with the Plan, if such act of omission is or was in good faith. This Section 9.3 shall comply with Code section 409A and Treasury Regulation section 1.409A-3(i)(1)(iv) with regard to the requirements for reimbursements, to the extent applicable, for the period that such Employee’s indemnification right hereunder shall exist.

The Plan Administrator shall obtain such data and information as deemed necessary or desirable in order to administer the Plan. The records of the Company as to an Employee’s or Participant’s period or periods of employment, termination of employment and the reason therefor, leave of absence, re-employment and earnings will be conclusive on all persons unless determined by independent agents or delegates of the Plan Administrator to be incorrect. Participants and other persons entitled to benefits under the Plan also shall furnish the Plan Administrator with such evidence, data or information, as the Plan Administrator considers necessary or desirable to administer the Plan.

- 7 -

ARTICLE V. Plan Administration

The Company has delegated its administrative
authority hereunder to the Plan Administrator of the Retirement Plan or its successor (the “Plan Administrator.”) It shall be the principal duty of the Plan Administrator to determine that the provisions of the Excess Benefit Plan are
carried out in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Excess Benefit Plan.

The
Plan Administrator shall have full power to administer the Excess Benefit Plan in all of its details, subject to the applicable requirements of law. For this purpose, the Plan Administrator is, as respects the rights and obligations of all parties
with an interest in this Excess Benefit Plan, given the powers, rights and duties specifically stated elsewhere in the Excess Benefit Plan, or any other document, and in addition is given, but not limited to, the following powers, rights and duties:

(a) to determine all questions arising under the Excess Benefit Plan, including the power to determine the rights or eligibility of
Employees or Participants and any other persons, and the amounts of their contributions or benefits under the Excess Benefit Plan, to interpret the Excess Benefit Plan, and to remedy ambiguities, inconsistencies or omissions;

ARTICLE V. Plan Administration

The Company has delegated its administrative
authority hereunder to the Plan Administrator of the Retirement Plan or its successor (the “Plan Administrator.”) It shall be the principal duty of the Plan Administrator to determine that the provisions of the Excess Benefit Plan are
carried out in accordance with its terms, for the exclusive benefit of persons entitled to participate in the Excess Benefit Plan.

The
Plan Administrator shall have full power to administer the Excess Benefit Plan in all of its details, subject to the applicable requirements of law. For this purpose, the Plan Administrator is, as respects the rights and obligations of all parties
with an interest in this Excess Benefit Plan, given the powers, rights and duties specifically stated elsewhere in the Excess Benefit Plan, or any other document, and in addition is given, but not limited to, the following powers, rights and duties:

(a) to determine all questions arising under the Excess Benefit Plan, including the power to determine the rights or eligibility of
Employees or Participants and any other persons, and the amounts of their contributions or benefits under the Excess Benefit Plan, to interpret the Excess Benefit Plan, and to remedy ambiguities, inconsistencies or omissions;

(b) to adopt such rules of procedure and regulations, including the establishment of any claims procedure
that may be required by law, as in its opinion may be necessary for the proper and efficient administration of the Excess Benefit Plan and as are consistent with the Excess Benefit Plan;

ARTICLE V. Plan Administration