Exhibit 10.1

[FORM OF EXECUTIVE LIFE INSURANCE AGREEMENT]

THIS EXECUTIVE LIFE INSURANCE AGREEMENT (the “Agreement”) is entered into this 31st day of December, 2003, by and between Hooker Furniture Corporation (the “Company”) and                      (the ‘“Employee”).

The Employee is a valued employee of the Company, and the Company wishes to retain him in its employ. As an inducement for the Employee to remain in employment with the Company, the Company is willing to provide life insurance protection for the Employee’s beneficiary or beneficiaries in the event of his death during employment with the Company.

NOW THEREFORE, the Company and Employee agree, effective as of January 1, 2004 (the “Effective Date”), as follows:

1. This agreement relates to one or more life insurance policies insuring the Employee’s life, which are described in the attached Exhibit A (the “Policy”). The Company shall be the sole owner of the Policy and the direct beneficiary of the Policy’s entire death proceeds, except for that portion of the death proceeds that the Company has endorsed to the Employee’s beneficiary or beneficiaries pursuant to the Endorsement attached hereto as Exhibit A (the “Carve-Out Amount”). Any indebtedness on the Policy will first be deducted from the death proceeds in excess of the Carve-Out Amount.

2. The Employee shall have the right to designate and change direct and contingent beneficiaries of the Carve-Out Amount, and to elect and change a payment plan for such beneficiaries. Any assignment of the Carve-Out Amount by the Employee shall be limited solely to the death proceeds endorsed by the Company to the Employee.

3. The entire premium on the Policy shall be paid by the Company as such premium becomes due.

4. The Company shall not sell, surrender, change the insured or transfer ownership of the Policy while this Agreement is in effect without first giving the Employee the option to purchase the Policy during a period of 60 days from notice to the Employee of such intention. The purchase price of the Policy shall be the cash value of the Policy as of the date of transfer to the Employee, less any policy and premium loans and any other indebtedness secured by the Policy. This restriction shall not impair the right of the Company to terminate this Agreement pursuant to Section 6 hereof. The exercise by the Company of the right to surrender the Policy or to change the insured will terminate the rights of the Employee under this Agreement.

5. This Agreement may be terminated by either party hereto, with or without the consent of the other, by giving notice of termination in writing to the other party. This Agreement shall terminate automatically upon the first to occur of (1) the Employee’s termination of employment with Company for any reason other than death, or (2) the Employee’s attainment of age 65.

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6. The Insurer shall be bound only by the provisions of and endorsements on the Policy, and any payments made or action taken by it in accordance therewith shall fully discharge it from all claims, suits and demands of all persons whatsoever.

7. The Employee shall have the right to assign any part or all of the Employee’s interest in the Policy and this Agreement to any person, entity or trust by execution of a written assignment delivered to the Company and to the Insurer.

8. The Company and the Employee may mutually agree to amend this Agreement, and such amendment shall be in writing and signed by the Company and the Employee.

9. This agreement shall bind and inure to the benefit of the Company and its successors and assigns, the Employee and his heirs, executors, administrators and assigns, and any Policy beneficiary.

10. The following provisions are part of this Agreement and are intended to meet the requirements of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”):

(a) The funding policy under the Agreement is that all premiums on the Policy be remitted to the Insurer when due. Direct payment by the Insurer is the basis of payment of benefits under the Agreement, with those benefits in turn being based on the payment of premiums as provided in the Agreement.

(b) The Company is hereby designated the “named fiduciary” and the “plan administrator” of this Agreement. The Company shall be responsible for the general administration, operation and interpretation of the Agreement and for carrying out its provisions, except to the extent all or any such obligations specifically are imposed on another person or persons or entity. The Company has discretion to interpret the terms of the Agreement and to decide factual and other questions relating to the Agreement and the benefits provided hereunder, including without limitation factual questions relating to eligibility for, entitlement to, and payment of benefits. The Company’s reasonable interpretations of the Agreement and factual determinations concerning benefit issues are binding on the Employee and beneficiaries. The Company may engage an actuary, attorney, accountant, insurance company or similar entity, consultant or any other technical advisor on matters regarding the operation of the Agreement and to assist in the administration of the Agreement, and to perform such other duties as are required in connection therewith. The Company may allocate its responsibilities for the operation and administration of the Agreement, including the designation of persons who are not named fiduciaries to carry out fiduciary responsibilities under the Agreement. The Company shall effect such allocation of its responsibilities by adopting resolutions specifying the nature and extent of the responsibilities allocated; including, if appropriate, the persons who are not named fiduciaries, but who are designated to carry out fiduciary responsibilities under the Agreement. The Agreement shall be administered and the records of the Agreement shall be maintained on the basis of the plan year. The plan year shall be the twelve month period ending on December 31 of each year.

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(c) Any claim for benefits under this Agreement shall be administered in accordance with the procedures set forth in Exhibit B.

IN WITNESS WHEREOF the parties have signed this Agreement as of the day and year first written above.

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EXHIBIT A

ENDORSEMENT

Supplementing and amending the application as of the Effective Date to                                                       (the “Insurer”), the applicant requests and directs that:

The Owner designates itself (or any successors by merger, purchase or otherwise) as direct beneficiary of all death proceeds in excess of the Carve-Out Amount. The Carve-Out Amount shall be $1,500,000 if death proceeds are payable on account of the Insured’s death during the period that begins on the Effective Date and that ends on the Insured’s 60 ^th birthday. The Carve-Out Amount shall be $1,000,000 if death proceeds are payable on account of the Insured’s death during the period beginning the day immediately following the Insured’s 60 ^th birthday and that ends on the Insured’s 65 ^th birthday.

The Insurer will have the right to rely on any statement signed by said Owner setting forth the amount referred to above, and any decisions made by the Insurer in reliance upon such statement will be conclusive.

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BENEFICIARY DESIGNATION

I hereby designate                                                                                                        as direct beneficiary of the policy, subject to the terms of the endorsement Executive Life Insurance Agreement and the above policy endorsement.

The contingent beneficiary shall be                                                                                                                                                            

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EXHIBIT B

CLAIMS PROCEDURE

Claims and Review Procedures . The following claims procedure shall apply for purposes of this Agreement. The claims procedure in paragraph (A) below shall be followed with respect to benefits provided by the Insurer under the terms of the Policy. The claims procedure in paragraph (B) below shall be followed with respect to benefits, if any, provided directly by the Company. The Employee and the Employee’s heirs, successors, beneficiaries or personal representatives (individually or collectively, “Claimant”) must follow both procedures, if necessary.

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Following such request for review, the Company fully and fairly shall review the decision denying the claim. Prior to the decision of the Company, the Claimant shall be given an opportunity to review pertinent documents. In performing its review, the Company shall:

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(d) The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the Claimant, and the specific references to the provisions of this Agreement or the Collateral Assignment on which the decision is based. The decision also shall notify the Claimant of the right to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the Claimant’s claim, and shall contain a statement of the Claimant’s right to bring an action under ERISA Section 502(a). The decision of the Company on review shall be final and conclusive upon all persons. If the decision on review is not furnished to the Claimant within the time limits prescribed in subparagraph (b) above, the claim will be deemed denied on review.

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[SCHEDULE I TO FORM OF EXECUTIVE LIFE INSURANCE AGREEMENT]

The Company entered into an Executive Life Insurance Agreement with each of the executive officers of the Company named below:

1. Paul B. Toms, Jr.

2. Douglas C. Williams

3. E. Larry Ryder

4. Raymond T. Harm

5. Henry P. Long, Jr.

6. Michael P. Spece

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Exhibit 10.2

[FORM OF BENEFIT TERMINATION AGREEMENT]

THIS BENEFIT TERMINATION AGREEMENT (the “Agreement”) is entered into as of December 31, 2003 (the “Agreement Date”), by and between Hooker Furniture Corporation (the “Company”) and                      (the “Employee”).

The Company and the Employee are parties to a Split Dollar Agreement dated                      (the “Split Dollar Agreement”) and an Assignment of Life Insurance Policy as Collateral dated -                      (the “Collateral Assignment”). The Split Dollar Agreement and the Collateral Assignment relate to one or more life insurance policies insuring the Employee’s life, which are described in the attached Exhibit A (the “Life Insurance Policies”). The Company and the Employee are also parties to a Salary Continuation Agreement dated                      (the “Continuation Agreement”) which provides for the payment of certain compensation to the Employee following the Employee’s termination of employment with the Company.

The Company and the Employee have the power to terminate the Split Dollar Agreement and the Collateral Assignment, and the Employee has the power to waive all of the Employee’s rights and interests under the Continuation Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows:

1. The Split Dollar Agreement, the Collateral Assignment and the Continuation Agreement are each terminated effective as of the Agreement Date, and each shall cease to have any further force or effect.

2. The Employee assigns and transfers to the Company all rights, title, privileges powers and interests in the Life Insurance Policies (including, without limitation, the right to designate a beneficiary to receive any and all death benefits payable thereunder) effective as of the Agreement Date. The Employee agrees on his own behalf, and on behalf of his personal representative in the event of his death, to take all actions as may be necessary to effect the assignment and transfer of the Life Insurance Policies, including the execution of any forms or agreements as may be required by the issuer or issuers of the Life Insurance Policies. The Company and the Employee agree that the issuer or issuers of the Life Insurance Policies are hereby authorized to recognize the Company’s claims to all of the rights under the Life Insurance Policies, and that the sole signature of the Company shall be sufficient for the exercise of any of such rights.

3. The Company and the Employee acknowledge that the Employee is an officer of the Company and that the assignment and transfer of the Life Insurance Policies is intended not to constitute a transfer for valuable consideration for purposes of Section 101(a)(2) of the Internal Revenue Code of 1986, as amended. The Company and the Employee further acknowledge that the termination of the Split Dollar Agreement and the Collateral Assignment, and the transfer of the Life Insurance Policies to the Company, are intended to satisfy the conditions described in Section IV, Paragraph 4 of Internal Revenue Service Notice 2002-8.

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4. The Company shall pay to the Employee within ten business days following the Agreement Date a lump sum cash payment of $                      which represents the total aggregate premiums the Employee has paid with respect to the Life Insurance Policies.

5. The Company acknowledges that the Employee has been designated to participate in the Company’s Supplemental Retirement Income Plan effective as of December 1, 2003, a copy of which is attached as Exhibit B to this Agreement.

6. The Employee hereby waives any and all rights under the Collateral Assignment, the Split Dollar Agreement and the Continuation Agreement, and forever releases the Company from any and all obligations thereunder. Such waiver and release by the Employee do not apply to any other plan, agreement or arrangement to which the Company or the Employee are parties.

7. This Agreement is personal in its nature and neither party hereto shall, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder; provided , that in the event of the merger, consolidation, transfer, or sale of all, substantially all or a substantial portion of the assets of the Company with or to any other individual or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the party hereunder.

8. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

9. This Agreement shall not be modified in any respect except by a writing executed by each party hereto.

10. This Agreement shall be governed by the laws of the Commonwealth of Virginia, without regard to the conflicts of laws principles thereof.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first written above.

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[SCHEDULE I TO FORM OF BENEFIT TERMINATION AGREEMENT]

The Company entered into a Benefit Termination Agreement with each of the executive officers of the Company named below and made a lump sum cash payment to each such executive officer pursuant to Section 4 of the Agreement in the amount set forth next to his name:

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Exhibit 10.3

HOOKER FURNITURE CORPORATION

SUPPLEMENTAL RETIREMENT INCOME PLAN

Effective as of

December 1, 2003

HOOKER FURNITURE CORPORATION

SUPPLEMENTAL RETIREMENT INCOME PLAN

Purpose

The Board of Directors of Hooker Furniture Corporation (the “Company”) has determined that the adoption of the Hooker Furniture Corporation Supplemental Retirement Income Plan (the “Plan”) will assist it in attracting and retaining those employees whose judgment, abilities and experience will contribute to the Company’s continued progress. The Plan is intended to be unfunded and maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, as described under sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan shall be administered and construed in a manner that is consistent with this intent.

Article I

Definitions

As defined herein, the following phrases or terms shall have the indicated meanings:

1.1. “Administrative Committee” means the Administrative Committee, consisting of at least three employees of the Company as appointed by the Board, which shall manage and administer the Plan in accordance with the provisions of Article X.

1.2. “Affiliate” means any entity that is (i) a member of a controlled group of corporations as defined in Section 1563(a) of the Internal Revenue Code of 1986, as amended (the “Code”), determined without regard to Code Sections 1563(a)(4) and 1563(e)(3)(C), of which the Company is a member according to Code Section 414(b); (ii) an unincorporated trade or business that is under common control with the Company, as determined according to Code Section 414(c); or (iii) a member of an affiliated service group of which the Company is a member according to Code Section 414(m).

1.3. “Beneficiary” means the person, persons, entity, entities or the estate of a Participant entitled to receive a benefit under Section 3.6 of the Plan on account of the Participant’s death.

1.4. “Board” means the Board of Directors of the Company.

1.5. “Change in Control” means:

(a) The acquisition, other than from the Company by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either the then outstanding

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shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, but excluding for this purpose, any such acquisition by the Company or any of its subsidiaries, or any employee benefit plan (or related trust) of the Company or its subsidiaries, or any corporation with respect to which, following such acquisition, more than 50% of, respectively, the then outstanding shares of common stock of such corporation and the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners, respectively, of the common stock and voting securities of the Company immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of the then outstanding shares of common stock of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors, as the case may be; or

(b) Individuals who, as of the date hereof, constitute the Board (as of the date hereof the “‘Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election or nomination for election by the Company’s shareholders was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company; or

(c) Approval by the stockholders of the Company of a reorganization, merger or consolidation, in each case, with respect to which the individuals and entities who were the respective beneficial owners of the common stock and voting securities of the Company immediately prior to such reorganization, merger or consolidation do not, following such reorganization, merger or consolidation, beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such reorganization, merger or consolidation, or a complete liquidation or dissolution of the Company or of its sale or other disposition of all or substantially all of the assets of the Company

1.6. “Code” means the Internal Revenue Code of 1986, as amended.

1.7. “Company” means Hooker Furniture Corporation, a Virginia corporation, and any successor thereto by merger, purchase or otherwise.

1.8. “Earnings” means the total base salary and bonuses paid by the Company and any Affiliate to the Participant. For purposes of this definition, bonuses do not include any payment to a Participant to reimburse him in whole or in part for any tax liability or any other special nonrecurring payment.

1.9. “Eligible Employee” means an officer of the Company or of an Affiliate.

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1.10. “Effective Date” means December 1, 2003.

1.11. “Final Average Monthly Earnings” means a Participant’s average monthly Earnings during the 60 consecutive calendar month period ending on the last day of the last full month immediately preceding or coinciding with the date on which the Participant’s employment with the Company or an Affiliate terminates. Months completed prior to the Plan’s Effective Date shall be taken into account in computing a Participant’s Final Average Monthly Earnings. In the event that a Participant does not have 60 consecutive full calendar months of employment with the Company or an Affiliate, the average shall be based on the Participant’s actual number of consecutive full calendar months of employment.

1.12. “Normal Retirement Age” means the Participant’s 65 ^th birthday.

1.13. “Participant” means an Eligible Employee who is designated by the Board for participation in the Plan in accordance with the provisions of Article II. An individual shall remain a Participant for so long as the individual is entitled to receive a vested Supplemental Benefit under the Plan.

1.14. “Plan” means the Hooker Furniture Corporation Supplemental Retirement Income Plan.

1.15. “Supplemental Benefit” means the benefit described in Article III of the Plan.

Article II

Participation

The Board shall designate in its sole discretion the Eligible Employees who may participate in the Plan from time to time. Participants shall be identified in the attached Appendix A. A Participant shall continue to participate in the Plan until such date as the Board may declare that he is no longer a Participant.

Article III

Amount and Payment of Benefits

3.1. Supplemental Benefit. A Participant’s Supplemental Benefit shall be a monthly retirement benefit equal to forty percent (40%) of the Participant’s Final Average Monthly Earnings, payable in a series of equal monthly payments for a period of one-hundred and eighty (180) months following the Participant’s termination of employment with the Company or an Affiliate.

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3.2. Entitlement to Benefit. Each Participant shall be entitled to receive the vested percentage of his Supplemental Benefit upon termination of his employment with the Company or an Affiliate. A Participant shall become vested in 75% of his Supplemental Benefit if he remains continuously employed with the Company or an Affiliate until his attainment of age 60, and shall become ratably vested in the remaining portion of his Supplemental Benefit if he remains in continuous employment according to the following vesting schedule:

Notwithstanding the forgoing, the Board may in its discretion designate that a Participant will be subject to a vesting schedule different from the schedule contained in this Section 3.2. Any such designation of an alternative vesting schedule, and the Participant or Participants to which the alternative vesting schedule applies, shall be described in the attached Appendix B.

3.3. Time of Payment. The vested portion of the Participant’s Supplemental Benefit, if any, shall begin to be paid on the first day of the month following the Participant’s termination of employment or as soon thereafter as is reasonably practicable, but no later than the fifteenth (15 ^th ) day of such month.

3.4. Pre-Retirement Survivor Benefit. If a Participant dies while employed by the Company and before commencement of payment of his vested Supplemental Benefit, the Participant’s Beneficiary shall be entitled to a death benefit equal to Participant’s vested Supplemental Benefit and payable in accordance with Sections 3.1 and 3.3.

3.5. Post-Retirement Survivor Benefit. If a Participant dies after commencement of payment of his vested Supplemental Benefit, then the balance of any remaining payment of his vested Supplemental Benefit shall continue to be paid to his Beneficiary over the remaining period of such payments.

3.6. Designation of Beneficiary. A Participant may, at any time and in a manner determined by the Administrative Committee, designate a beneficiary and one or more contingent beneficiaries (which may include the Participant’s estate) to receive any Supplemental Benefit which may be payable under this Plan upon his death. If the Participant does not designate a beneficiary or contingent beneficiary, or if the beneficiary and the contingent beneficiaries do not survive the Participant, such Supplemental Benefit shall be paid to the Participant’s estate. A Participant may revoke or change any designation made under this Section 3.6 in a time and manner determined by the Administrative Committee.

3.7. Change in Control. Upon the occurrence of a Change in Control, each Participant who has not yet begun to receive payment of his Supplemental Benefit shall become fully vested in his Supplemental Benefit, and the present value of each such Participant’s Supplemental Benefit shall be paid in a single lump sum to the Participant (or his Beneficiary in the event of

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his death) within no later than fifteen (15) days following the Change in Control. In addition, the present value of the unpaid balance of any Participant’s vested Supplemental Benefit for which payment commenced prior to the Change in Control shall be paid in a single lump sum to such Participant or his Beneficiary, as applicable, within no later than fifteen (15) days following the Change in Control. For purposes of this Section 3.7, the present value of a Participant’s Supplemental Benefit shall be determined by applying a discount rate equal to the discount rate required to be applied for purposes of Code Section 280G and applicable regulations thereunder, as in effect on the date of the Change in Control.

Article IV

Guarantees

The Company has only a contractual obligation to make payments of the benefits described in Article III. All benefits are to be satisfied solely out of the general corporate assets of the Company, which shall remain subject to the claims of its creditors. No assets of the Company will be segregated or committed to the satisfaction of its obligations to any Participant or Beneficiary under this Plan. If the Company, in its sole discretion, elects to purchase life insurance on the life of a Participant in connection with the Plan, the Participant must submit to a physical examination, if required by the insurer, and otherwise cooperate in the issuance of such policy or his rights under the Plan will be forfeited.

Article V

Termination of Employment or Participation

5.1. The Plan does not in any way limit the right of the Company or an Affiliate at any time and for any reason to terminate the Participant’s employment or terminate such Participant’s status as an Eligible Employee, or limit the right of the Board pursuant to Article II to declare that a Participant shall no longer be a Participant. In no event shall the Plan, by its terms or by implication, constitute an employment contract of any nature whatsoever between the Company or an Affiliate and a Participant.

5.2. A Participant who ceases to be an Eligible Employee, whose employment with the Company or an Affiliate is terminated or whom the Board declares is no longer a Participant shall immediately cease to be a Participant under this Plan and shall be entitled to receive the vested portion of his accrued Supplemental Benefit, if any, subject to the provisions of Article III. A Participant on an authorized leave of absence from the Company or an Affiliate shall not be deemed to have terminated employment or to have lost his status as an Eligible Employee for the duration of such authorized leave of absence.

5.3. A Participant who ceases to be an employee of the Company or an Affiliate and who is subsequently reemployed by the Company or an Affiliate shall not accrue any additional benefits on account of such later service for periods in which he is not a Participant.

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Article VI

Termination, Amendment or Modification of Plan

6.1. Except as otherwise specifically provided, the Board reserves the right to terminate, amend or modify this Plan, wholly or partially, at any time and from time to time.

6.2. Section 6.1 notwithstanding, no action to terminate, amend or modify the Plan shall be taken except upon written notice to each Participant to be affected thereby, which notice shall be given not less than thirty (30) days prior to such action. Furthermore, no action to terminate, amend or modify the Plan may eliminate or reduce in any way the vested portion of the Participant’s accrued vested Supplemental Benefit.

6.3. Any notice which shall be or may be given under the Plan shall be in writing and shall be mailed by United States mail, postage prepaid. If notice is to be given to the Company, such notice shall be addressed to its corporate offices; addressed to the attention of the Corporate Secretary. If notice is to be given to a Participant, such notice shall be addressed to the Participants last known address.

Article VII

Other Benefits and Agreements

The benefits provided for a Participant and his Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other plan or program maintained by the Company or any Affiliate for their employees. The Plan shall supplement and shall not supersede, modify or amend any other plan or program of the Company or an Affiliate in which a Participant is participating.

Article VIII

Restrictions on Transfer of Benefits

No right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to do so shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities, or torts of the person entitled to such benefit. If any Participant or Beneficiary under the Plan should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right to a benefit hereunder, then such right or benefit, in the discretion of the Board, shall cease and terminate, and, in such event, the Board may hold or apply the same or any part thereof for the benefit of such Participant or Beneficiary, his or her spouse, children, or other dependents, or any of them, in such manner and in such portion as the Board may deem proper.

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Article IX

Claims Procedures

9.1. Any claim by a Participant or Beneficiary (the “claimant”) with respect to eligibility, participation, contributions, benefits or other aspects of the operation of the Plan shall be made in writing to the Administrative Committee.

9.2. If the claim is denied in whole or in part, the claimant shall be furnished written notice of the denial of the claim within ninety (90) days after the Administrative Committee’s receipt of the claim, or within one hundred eighty (180) days after such receipt if special circumstances require an extension of time. If special circumstances require an extension of time, the claimant shall be furnished written notice prior to the termination of the initial ninety (90) day period which explains the special circumstances requiring an extension of time and the day by which the Administrative Committee expects to render the benefit determination. A written notice of denial of the claim shall contain the following information:

9.3. The claimant may appeal the denial of a claim by submitting a written request for review to the Board, as the case may be, within sixty (60) days following the date the claimant received written notice of the denial of his or her claim. The Board shall afford the claimant a full and fair review of the decision denying the claim that takes into account all comments, documents, records and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial determination, and, if so requested, shall:

9.4. The decision on review by the Board shall be in writing and shall be issued within sixty (60) days following receipt of the request for review. The period for decision may be extended to a date not later than one hundred twenty (120) days after such receipt if the Board

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determines that special circumstances require extension. If special circumstances require an extension of time, the claimant shall be furnished written notice prior to the termination of the initial sixty (60) day period which explains the special circumstances requiring an extension of time and the date by which the Board expects to render its decision on review. The decision on review shall include:

9.5. For purposes of this Article IX, any action required or authorized to be taken by the claimant may be taken by a representative authorized in writing by the claimant to represent him.

Article X

Administration of the Plan

10.1. The Plan shall be administered by the Administrative Committee. Subject to the provisions of the Plan, the Administrative Committee may adopt such rules and regulations as may be necessary to carry out the purposes hereof. Except as specifically provided in Article IX, the Administrative Committee’s interpretation and construction of any provision of the Plan shall be final and conclusive.

10.2. The Company shall indemnify and save harmless each member of the Administrative Committee against any and all expenses and liabilities arising out of his membership on such Committee, excepting only expenses and liabilities arising out of his own willful misconduct. Expenses against which a member of the Administrative Committee shall be indemnified hereunder shall include without limitation, the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted, or a proceeding brought or settlement thereof. The foregoing right of indemnification shall be in addition to any other rights to which any such member may be entitled.

10.3. In addition to the powers hereinabove specified, the Administrative Committee shall have the power to compute and certify the amount and kind of benefits from time to time payable to Participants and their Beneficiaries under the Plan, to authorize all disbursements for such purposes, and to determine whether a Participant is entitled to a benefit under Article III.

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10.4. To enable the Administrative Committee to perform its functions, the Company shall supply full and timely information to the Administrative Committee on all matters relating to the Earnings of all Participants, their retirement, death or other cause for termination of employment, and such other pertinent facts as the Committee may require.

Article XI

Miscellaneous

11.1. The Plan shall be binding upon the Company and its successors and assigns (subject to the powers set forth in Article VI) and upon a Participant, his Beneficiary, and their respective assigns, heirs, executors and administrators.

11.2. To the extent not preempted by federal law, the Plan shall be governed and construed under the laws of the Commonwealth of Virginia without regard to the conflict of law provisions of any jurisdiction.

11.3. Masculine pronouns wherever used shall include feminine pronouns and the use of the singular shall include the plural.

11.4. All amounts payable under the Plan shall be reduced for the amounts required to be withheld pursuant to applicable federal, state or local withholding tax requirements or any similar provisions. Notwithstanding the foregoing, the Company may, in its discretion, pay withholding taxes from other amounts payable by the Company to a Participant or Beneficiary to the extent such withholding taxes are due prior to the time that benefits are payable under the Plan.

IN WITNESS WHEREOF, this instrument has been executed this 31st day of December. 2003.

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APPENDIX B

ALTERNATIVE VESTING SCHEDULES

In accordance with the provisions of Section 3.1 of the Plan, the Board has determined that the following alternative vesting schedule(s) shall apply to the following Plan Participants:

Michael P. Spece shall become 100% vested in his Supplemental Benefit if he remains continuously employed with the Company until his attainment of age 60.

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