Exhibit 10.23

NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE

SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN

REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE.

AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS AMENDMENT, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Agreement ”) is made and entered into as of this 25 ^th day of June, 2010, among SAI Holdings, Inc. (“ SAI ”), Penson Financial Services, Inc. (“ Penson ”), Broadridge Financial Solutions, Inc. (“ Broadridge ”), Ridge Clearing & Outsourcing Solutions, Inc. (“ Ridge ”) and Penson Worldwide, Inc. (“ PWI ”) and the other signatories hereto.

W I T N E S S E T H:

WHEREAS, Penson has entered into an Asset Purchase Agreement with Broadridge, Ridge and PWI dated November 2, 2009 (the “ Asset Purchase Agreement ”), pursuant to which Penson has agreed to acquire certain assets and liabilities relating to certain of Ridge’s clearing operations (the “ Acquired Assets and Liabilities ”).

WHEREAS, Penson wishes to assign, transfer and convey, and SAI wishes to accept and assume, effective immediately upon Closing, the Acquired Assets and Liabilities pursuant to the terms and conditions and subject to the limitations set forth in this Agreement and Penson and SAI desire to evidence such conveyance of the Acquired Assets and Liabilities.

WHEREAS, Broadridge, Ridge, SAI, Penson and PWI desire to make certain amendments to, and to clarify certain provisions of, the Asset Purchase Agreement.

WHEREAS, Broadridge and PWI are parties to that certain Master Services Agreement, dated as of November 2, 2009 (the “ Master Services Agreement ”) and pursuant to the Master Services Agreement, Ridge and Penson have entered into that certain Schedule A (United States) Service Bureau Schedule to the Master Services Agreement, dated as of November 2, 2009 (“ U.S. MSA Schedule ”), and Broadridge Financial Solutions (Canada) Inc. (“ Ridge Canada ”) and Penson Financial Services Canada Inc. (“ Penson Canada ”) have entered into that certain Schedule A (Canada) Service Bureau Schedule to the Master Services Agreement, dated as of November 2, 2009 (“ Canada MSA Schedule ”), and Ridge Clearing & Outsourcing Solutions, Limited. (“ Ridge U.K. ”) and Penson Financial Services Ltd. (“ Penson U.K. ”) have entered into that certain Schedule A (United Kingdom) Service Bureau Schedule to the Master Services Agreement, dated as of November 2, 2009 (“ U.K. MSA Schedule ” and the U.S. MSA Schedule, Canada MSA Schedule and U.K. MSA Schedule, collectively the “ MSA Schedules ” and each a “ MSA Schedule ”).

WHEREAS, the parties desire to make certain amendments to, and to clarify certain provisions of, the Master Services Agreement and MSA Schedules.

NOW, THEREFORE, in consideration of the premises, the mutual covenants herein contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

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“Base Run-Rate Revenue ” means the aggregate Run-Rate Revenue for all Stub Seller Correspondents as of the end of the last full calendar month prior to the Closing Date.

“ Closing Run-Rate Revenue ” means the annualized aggregate amount of Net Revenue for each Assigned Contract included in the Base Run-Rate Revenue during the six calendar month period beginning on the first calendar month after the later of the Live Date and the Closing Date.

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(i)    any infringement by the Services or the Software of any patent, copyright, trademark, service mark, trade secret or other intellectual property rights in the Territories (“ Intellectual Property Right ”) of any third party. With respect to claims under this Subsection (i), if Client is enjoined or otherwise prohibited from using the Services or such Software, Broadridge or Ridge shall, at their sole expense and at their option, (a) procure for Client the right to continue using the Services or such Software, or (b) substitute a non-infringing version of the services or such Software so that the Services or such Software becomes non-infringing and still conforms in all material respects to its applicable functional and technical specifications or any documentation provided hereunder, or, if neither of the foregoing options is available in a commercially reasonable solution, then Ridge may terminate the infringing Services and/or Software and eliminate the charges for the terminated Services and/or Software and if Ridge elects to terminate such Services or Software, and as a result of such termination, the Services and/or Software under the applicable Schedule are adversely affected in a material manner, then Client may terminate the applicable Schedule. Notwithstanding the foregoing, Broadridge or Ridge shall have no liability for any claims of infringement of any Intellectual Property Right to the extent such infringement is caused by (x) Client’s use of the Software in combination with software, data or services not supplied by

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Broadridge or Ridge as part of this Agreement or otherwise authorized by Broadridge or Ridge, or (y) any modification or attempted modification of such Software made by anyone other than Broadridge or Ridge or its agents or without Ridge’s or its agents’ authorization;

(ii)    Broadridge or Ridge’s failure to comply with any Ridge Laws;

(iii)    any fines or penalties assessed by any Governmental Authority resulting from the implementation of any change by Ridge or the establishment of any new or modified rule by Ridge for which Ridge is responsible under Section 16.F (Implementation of Changes in Laws) below;

(iv)    physical injury to persons or tangible personal property caused by the fault or negligence of Broadridge’s or Ridge’s officers, employees, agents, or representatives;

(v)    any claim or assertion by any of the individuals performing the Services including, without limitation, any claim or assertion that Client Indemnitees should be deemed the “employer” or “joint employer” of any of the individuals performing Services under this Agreement, but excluding any claim or assertion that is the subject of Penson’s indemnification obligation under Section 14.B(ii) or Section 14.B(iii) below;

(vi)    [****]; or

(vii)    any claims brought against Penson or Client by Ridge’s suppliers arising from or related to Ridge’s provision of providing the Services hereunder, but excluding any claim or assertion that is the subject of Penson’s indemnification obligation under Section 14.B(iii) below.

(i)    Data or information provided by Penson or Client so long as such claims relate to the data or information at the time they were initially provided to Broadridge or Ridge by Penson or Client and in the form they were initially provided to Broadridge or Ridge by Penson or Client;

(ii)    Penson or Client’s failure to comply with any Client Laws;

(iii)    physical injury to persons or tangible personal property caused by the fault or negligence of Penson’s or Client’s officers, employees, agents or representatives;

(iv)    any Customer Dispute (as defined below) with respect to the Services, except to the extent that such Customer Dispute arise from (a) Broadridge or Ridge’s gross negligence, willful misconduct or fraud; (b) a Ridge operational error for which Ridge is responsible under Section 15.B (Historical Losses) (below); (c) a matter for which Penson or Client is indemnified under Section 14.A (Ridge Indemnity); or (d) a matter that would give rise to an

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indemnification obligation of Broadridge or Ridge under the Asset Purchase Agreement. For purposes of the forgoing, a “ Customer Dispute ” shall mean any error, controversy, dispute or discrepancy between Penson or Client and any of its Customers, any Customers’ accounts, any counterparty to a transaction by Penson or Client, and any of its correspondents or any of their Customers or related to the Customers or any Customers accounts or clearing broker proprietary accounts;

(v)    any claims brought against Broadridge or Ridge by Client’s suppliers arising from or related to Ridge’s provision of the Services hereunder, but excluding any claim or assertion that is the subject of Broadridge’s indemnification obligation under Section 14.A(iv) above; or

(vi)    Penson or Client exercising its right to directly, or through an agent, take control of a Service pursuant to Section 19.O (Step In Rights) below.

Provided that the indemnity pursuant to this Section 14.B. shall not apply to Losses resulting from the actions or inactions, or regulatory or other status of an individual as a Shared Person or existence of a Shared Person Agreement.

Client shall have the right to terminate an applicable Service if Client’s primary regulators in the applicable Territory prohibit or deny approval, for Client to receive such Service from Ridge. Any such termination shall be on a “no fault” basis and for greater certainty, Client will have no obligation to pay any termination charges, liquidated damages or other damages or sums set forth hereunder as a result of such termination. For the avoidance of doubt, Client shall be responsible for any use it may make of the Services to assist it in complying with Client Laws, provided, however, that Broadridge and Ridge shall remain responsible for the performance of their obligations under this Agreement, including, without limitation as provided in Section 16.F (Implementation of Changes in Laws).

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“XXII.        OATS AUTHORIZATION AND REPORTING

A.  OATS Authorization .    If authorized in writing by Client Local Affiliate, Ridge Local Affiliate agrees to serve as a Transmitting Order Sending Organization on its behalf. Client Local Affiliate hereby agrees that prior to Ridge Local Affiliate serving as a Transmitting Order Sending Organization on behalf of Client Local Affiliate’s correspondent clients, if any, Client Local Affiliate shall have received from each such correspondent client written authorization stating that Ridge Local Affiliate is authorized to serve as a Transmitting Order Sending Organization on such client’s behalf, as further described in paragraph B below.

B.  OATS Reporting .    In the event Client Local Affiliate delivers the authorization referred to in Paragraph XXII.A above, Ridge Local Affiliate will assist Client Local Affiliate and Client Local Affiliate’s correspondents, if any, in submitting daily reports to the NASD Order Audit Trail System. Based on data extracted from its order and brokerage processing systems, Ridge Local Affiliate will compile Reportable Order Event records (ROEs) as appropriate, package them in Firm Order Report files (FOREs) and transmit them to the NASD OATS system within the OATS Reporting Day. Client Local Affiliate will, and Client Local Affiliate will require its correspondents, if any, to monitor the NASD OATS Web Site daily to identify FOREs that may be rejected by NASD and make necessary corrections through the OATS Web Site. Client Local Affiliate hereby agrees that prior to Ridge Local Affiliate serving as a Transmitting Order Sending Organization on behalf of Client Local Affiliate’s correspondent clients, if any, Client Local Affiliate shall have received from each such correspondent client written authorization stating that Ridge Local Affiliate is authorized to serve as a Transmitting Order Sending Organization on such client’s behalf. Defined terms used in this Section XXII not otherwise defined in this Schedule shall have the meanings ascribed to them in the NASD OATS Technical Specification and OATS Subscriber Manual.

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C. OATS Documentation . Ridge Local Affiliate represent and warrants that the supporting documentation and contracts assigned to Client Local Affiliate in connection with the Assigned Contracts affected by the OATS authorization and reporting requirements set forth above provide the necessary authorization and authorities to Client Local Affiliate and provide for the requisite monitoring required in B. above.”

“Customization. Any customization work shall be provided at a rate of U.S.$[****]/U.S.$[****].”

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[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered as of the date first above written.

EXHIBIT A

to

Amendment, Assignment and Assumption Agreement

SCHEDULE 2.1(a) to the Asset Purchase Agreement

ASSIGNED CONTRACTS

List of Assigned Contracts under Section 2.1 of the Asset Purchase Agreement

EXHIBIT B

to

Amendment, Assignment and Assumption Agreement

Methodology for determination of purchase price adjustments under Section 2.6(h) and 2.6 (i) of the Asset Purchase Agreement

[****]

EXHIBIT C

to

Amendment, Assignment and Assumption Agreement

TRANSFERRED EMPLOYEES

Employee list under Section 7.4 of the Asset Purchase Agreement

EXHIBIT D

to

Amendment, Assignment and Assumption Agreement

APPENDICES TO ATTACHMENT A TO U.S. MSA SCHEDULE

[****]

EXHIBIT E

Form of Seller Note

SELLER NOTE

Payments of principal hereof and interest hereon shall be made in Dollars in immediately available funds to such account of the Noteholder located in New York, New York, as the Noteholder may designate in writing to the Issuer.

(x) if the Credit Agreement (including any agreement that refinances or replaces the Credit Agreement) is in effect (regardless of whether any indebtedness is outstanding thereunder) $25,000,000 in the aggregate under this clause (N) without prejudice to any other clause hereof or

(y) if the Credit Agreement (including any agreement that refinances or replaces the Credit Agreement) is terminated or otherwise no longer in effect (and not replaced), an amount not to exceed 15% of the Company’s net revenues for the trailing twelve month period (based on the latest period for which internal financial statements are available),

in each case, provided that the Liens are restricted to such assets and the proceeds thereof; it being understood that any Lien that was permitted to be incurred as of the date of incurrence shall not violate subsection (y) solely as a result of a subsequent decline in the Issuer’s net revenues;

Upon the occurrence and during the continuation of an Event of Default, the Noteholder may declare all sums outstanding hereunder, including all interest thereon, to be immediately due and payable, whereupon the same shall become and be immediately due and payable, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived; provided , however , that upon the occurrence of an actual entry of an order for relief with respect to the Issuer under the Bankruptcy Code, all sums outstanding hereunder including all interest thereon, shall become and be immediately due and payable, without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, all of which are hereby expressly waived.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Asset Purchase Agreement” means that certain Asset Purchase Agreement dated as of November 2, 2009, among the Company, Buyer, Broadridge Financial Solutions, Inc. and Ridge Clearing & Outsourcing Solutions, Inc. (as amended, restated, or otherwise modified from time to time).

“Bankruptcy Code” means The Bankruptcy Reform Act of 1978, as codified as 11 U.S.C. Section 101 et seq .

“Business Day” means any day other than Saturday, Sunday or other day on which the New York Stock Exchange is authorized or required by Law to close.

“Capitalized Lease” means a lease under which the Issuer or any of its Subsidiaries is the lessee or obligor, the discounted future rental payment obligations under which are required to be capitalized on the balance sheet of the lessee or obligor in accordance with GAAP.

“Cash Management Obligations” means any obligations of the Issuer or any Subsidiary in respect of overdrafts and related liabilities arising from treasury, depository or cash management services.

“CFTC” means the Commodity Futures Trading Corporation, or any successor thereto.

“Change of Control” means

(i) an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding the Company, its subsidiaries, any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) (any such person or group, an “Acquiror”) files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that, or the Issuer otherwise becomes aware that, such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of 50% or more of the equity securities of the Issuer entitled to vote for members of the board of directors or equivalent governing body of the Issuer (“Issuer Voting Securities”) on a fully diluted basis (a “Control Interest”);

(ii) all or substantially all of the assets of the Issuer (on a consolidated basis) are sold or otherwise transferred to any person in one transaction or a series of related transactions in which, immediately after the consummation thereof, the holders of the majority of the Issuer Voting Securities prior to such transaction to not represent a majority of the Issuer Voting Securities or of the equity interests of the surviving or transferee person; or

(iii) the Issuer shall adopt a plan of liquidation or dissolution or any such plan shall be approved by the stockholders of the Issuer.

“Company” has the meaning set forth in Section 1.

“Credit Agreement” means that certain Second Amended and Restated Credit Agreement dated as of May 6, 2010, with Regions Bank, as Administrative Agent, Swing Line Lender and Letter of Credit Issuer, the lenders party thereto and other parties thereto (together with all exhibits and schedules thereto, as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified in writing from time to time) and any extension, renewal, replacement or refinancing of such credit facility from time to time.

“Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“Dollar” means lawful money of the United States.

“Events of Default” has the meaning specified in Section 4.

“FINRA” means the Financial Industry Regulatory Authority, Inc. or any successors thereto.

“FSA” means the Financial Services Authority, or any successor thereto.

“GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Guarantee” by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, or (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation.

“Hedging Agreement” means any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person of Indebtedness of others, and (g) all obligations under Capitalized Leases.

“Indenture” means the Indenture, dated as of May 6, 2010, the Company, the Subsidiary Guarantors party hereto and U.S. Bank National Association, a national association banking corporation, as Trustee (in such capacity, including its successors

and assigns from time to time, the “Trustee”) and as Collateral Agent (in such capacity, including its successors and assigns from time to time, the “Collateral Agent”) relating to the 12.50% Senior Second Lien Secured Notes due 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Interest Period” means the period commencing on the date of the initial borrowing under the Note (or the continuation of any prior interest period) and ending on the date three months thereafter; provided that:

(i) any Interest Period that would otherwise end on a day that is not a business day shall be extended to the next succeeding business day unless such business day falls in another calendar month, in which case such Interest Period shall end on the next preceding business day;

(ii) any Interest Period that begins on the last business day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Maturity Date.

“Insolvency Proceedings” has the meaning specified in Section 4(e).

“LIBOR Rate” means, for any Interest Period, an interest rate per annum equal to the 90-day rate per annum obtained by dividing (a) the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in Dollars at 11:00 A.M. (London time) two business days before the first day of such Interest Period for a period equal to such Interest Period (provided that, if for any reason such rate is not available, the term “LIBOR Rate” shall mean, for any Interest Period, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 A.M. (London time) two Business days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided , however , if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates) by (b) a percentage equal to 100% minus the LIBOR Rate Reserve Percentage for such Interest Period.

“LIBOR Rate Reserve Percentage” for any Interest Period means the reserve percentage applicable two business days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time) (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on LIBOR Rate Loans is determined) having a term equal to such Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Loss” has the meaning ascribed to such term in the Asset Purchase Agreement.

“Material Subsidiary” means any Subsidiary of the Company which at the date of determination is a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X under the Securities Exchange Act of 1934 (as such Regulation is in effect on the date hereof).

“Maturity Date” means June 25, 2015

“Note” means this Senior Note, as amended, restated, extended, supplemented or otherwise modified in writing from time to time.

“Noteholder” means the Payee and its permitted successors and assigns.

“Payee” has the meaning set forth in Section 1.

“Permitted Merger” has the meaning specified in Section 3(a).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Purchase Price Adjustment” has the meaning ascribed to such term in Section 2.6 of the Asset Purchase Agreement.

“Regulated Subsidiary” means any Subsidiary registered or regulated as a broker or dealer with or by the SEC, FINRA, FSA, CFTC or any other applicable governmental authority, whether domestic or foreign.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Issuer.

“Uniform Commercial Code” means the Uniform Commercial Code as in effect from time to time.

Grid for Recording Adjusted Amount

Exhibit 10.26

AMENDMENT NUMBER ONE

TO THE

BROADRIDGE FINANCIAL SOLUTIONS, INC.

CHANGE OF CONTROL SEVERANCE PLAN FOR CORPORATE OFFICERS

WHEREAS, Broadridge Financial Solutions, Inc. (the “ Company ”) maintains the Broadridge Financial Solutions, Inc. Change of Control Severance Plan for Corporate Officers (the “ Plan ”);

WHEREAS, pursuant to Section 4.1 of the Plan, the Board of Directors (the “ Board ”) may amend the Plan at any time, provided that in no event shall any amendment reducing the benefits provided under the Plan be effective until at least six months after the date of the applicable action by the Board; and

WHEREAS, the Company wishes to amend the Plan in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (“ Section 409A ”), which amendment is not intended to reduce benefits but rather is intended to avoid adverse tax consequences under Section 409A.

NOW, THEREFORE, effective December 31, 2008, the Plan is hereby amended as follows:

“Notwithstanding anything to the contrary herein, in no event shall such stock options be exercised beyond their stated term.”

“The reduction of the Payments, if applicable, shall be made by reducing the payments and benefits under the following sections in the following order: (i) Section 1.2; and (ii) Section 1.1.”

“The Company shall pay to the Participant any amounts due pursuant to this Section 3.8 within 30 days of such final order.”

“6.9. Code Section 409A .

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[Remainder of Page Left Intentionally Blank]

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Exhibit 10.27

BROADRIDGE FINANCIAL SOLUTIONS, INC.

SUPPLEMENTAL OFFICERS RETIREMENT PLAN

The purpose of this Supplemental Officers Retirement Plan (the “Plan”) is to provide an additional means by which BROADRIDGE FINANCIAL SOLUTIONS, INC. may attract, retain and encourage the productive efforts of a select group of corporate vice presidents or more senior corporate officers who provide valuable services to it and its subsidiaries. The Plan provides supplemental retirement benefits to qualifying participants.

The Plan reads as follows:

ARTICLE I

DEFINITIONS

The following terms when used in this Plan shall have the designated meaning, unless a different meaning is clearly required by the context.

1.1 Annual Plan Benefit.     The Annual Plan Benefit shall be the annual amount of a Participant’s Plan benefit calculated in accordance with the provisions of Section 3.1 below.

1.2 Annual Benefit Multiplier.     The Annual Benefit Multiplier shall be 2% for each of the first twenty years of a Participant’s full calendar years of Future Service and 1% for each calendar year thereafter.

1.3 Committee.     Three board members or senior officers of the Company, appointed from time to time by the Board.

1.4 Board.     The board of directors of the Company.

1.5 Code.     The Internal Revenue Code of 1986, as amended.

1.6 Company.     Broadridge Financial Solutions, Inc. and its subsidiaries, and successors.

1.7 Early Retirement Date.     The date on which a Participant attains age sixty (60).

1.8 Effective Date.     The Plan was initially effective March 30, 2007. The Plan is being amended and restated to comply with Section 409A effective as of March 30, 2007.

1.9 Eligible Employee.     Each officer of the Company who has been designated as eligible to participate in the Plan by the Committee pursuant to Article II. The Committee may at any time remove any officer as an Eligible Employee for the purpose of accruing any additional Plan benefits.

1.10 Final Average Annual Pay.     The average annual compensation of a Participant for the five full consecutive calendar years during his Future Service period during which he received the largest total amount of compensation. For this purpose, a Participant’s “compensation” shall mean the total base salary and bonus compensation actually paid or accrued by the Company to or for such Participant and shall specifically exclude any compensation derived from grants of restricted stock (whether time-based or performance-based), stock options, stock appreciation rights or any similar equity awards, and relocation pay; provided that, notwithstanding anything to the contrary set forth herein, amounts deferred at such Participant’s election under a cash or deferred arrangement under section 401(k) of the Code shall be included in such Participant’s compensation.

1.11 Future Service .    A Participant’s period of full calendar years of continuous employment with the Company after his Plan participation has begun. A Participant in the Plan on the Effective Date shall be credited with Future Service beginning on January 1, 2007. A Participant shall only be granted Future Service for periods he is an Eligible Employee. Leaves of absence of less than six months may be taken into account as Future Service, to the extent provided by the Committee. The Committee may, in an applicable Supplement, grant a Participant prior service credit for determining his Future Service period. Future Service shall include additional Future Service reflecting a Participant’s service with a prior employer as determined by the Committee in its sole discretion. Any such additional Future Service granted by the Committee shall be set forth on Supplement A to the Plan.

1.12 Normal Retirement Date.     The date on which the Participant attains age sixty-five (65).

1.13 Participant.     An Eligible Employee who has accrued an Annual Plan Benefit under Section 3.1. A Participant who ceases to be an Eligible Employee shall remain a Participant until there has been a complete distribution of his benefits under the Plan, but he shall no longer be eligible to accrue any additional benefits under the Plan for the period he is not an Eligible Employee.

1.14 Section 409A.     Section 409A of the Code, and the final Treasury regulations issued thereunder.

1.15 Supplement.     A supplement attached to and made a part of this Plan, which shall set forth for each Participant any special conditions applicable to him.

1.16 Termination of Employment.     A Participant’s separation from service (as such term is defined in Section 409A) with the Company and all any other companies (or other entities) that, together with the Company, are treated as a single employer in accordance with the provisions of Sections 414(b), (c), (m) and (o) of the Code.

1.17 Vested Percentage.     Except to the extent set forth in Sections 3.4 and 5.5, until a Participant completes 5 full calendar years of Future Service, such Participant’s Vested Percentage shall be 0% and he shall not be entitled to any Plan benefits hereunder. Upon completing 5, 6, 7, 8, 9, and 10-or-more full calendar years of Future Service, a Participant’s Vested Percentage shall be 50%, 60%, 70%, 80%, 90%, and 100%, respectively. The Committee may, in the applicable Supplement, grant a Participant prior service credit for determining his Vesting Percentage purposes.

ARTICLE II

ELIGIBILITY

2.1 Eligibility.     The Committee may at any time and from time to time (but prospectively only) designate any corporate vice president or any more senior corporate officer of the Company as an Eligible Employee. Upon becoming an Eligible Employee, such officer shall begin accruing an Annual Plan Benefit under Section 3.1 (i.e., shall become a Participant). The Committee shall determine whether any Participant in the Plan shall remain an Eligible Employee for purposes of accruing future Plan benefits. Such determination shall be set forth in writing in accordance with uniform procedures established by the Committee in its sole discretion.

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2.2 Automatic Termination of Eligibility.      A person shall automatically cease to be an Eligible Employee on the date on which such person is removed as an Eligible Employee by the Committee. A person who ceases to be an Eligible Employee may not recommence participation in the Plan until the January 1 following his redesignation as an Eligible Employee, unless otherwise permitted under Code Section 409A.

ARTICLE III

RETIREMENT BENEFITS

3.1 In General.

(a) A Participant’s Annual Plan Benefit is the product of (i) his Final Average Annual Pay, (ii) his Future Service period, (iii) the Annual Benefit Multiplier and (iv) his Vested Percentage.

(b) A Participant’s benefits under this Plan shall be expressed as an annual amount in the form of a straight life annuity or, at the Committee’s election, another actuarially equivalent series of substantially equal periodic payments (based on reasonable actuarial methods and assumptions), payable not less frequently than annually, for the life (or life expectancy) of the Participant, starting as at the date the payments to such Participant under this Article III begin. The Committee may establish special provisions for the determination of benefits hereunder applicable to one or more Participants. Such provisions shall be set forth in Supplement A attached hereto. Notwithstanding the foregoing, a Participant’s Annual Plan Benefits determined under this Section 3.1 shall be reduced by the amounts, if any, set forth next to the Participant’s Employee Identification Number on Item 2 of Supplement A.

3.2 Normal Retirement Benefit.     If payment of a Participant’s benefits have not commenced on his Early Retirement Date under Section 3.3 below, payment of Plan benefits to the Participant shall commence on the first day of the month next following the later of the Participant’s Normal Retirement Date and the Participant’s Termination of Employment, and payment of benefits shall cease with the payment for the month in which the Participant’s death occurs. The monthly Plan benefit shall be one-twelfth of such Participant’s Annual Plan Benefit determined in accordance with the provisions of Section 3.1 above. In the event payment of a Participant’s benefits hereunder commence after a Participant’s Normal Retirement Date, such monthly benefit shall be in an amount equal to the monthly benefit the Participant would have received hereunder if the Participant had commenced receipt of payments under the Plan on his Normal Retirement Date, actuarially increased to reflect the commencement of his benefits after his Normal Retirement Date, using a 6% interest rate and the RP-2000 Mortality Table.

3.3 Early Retirement Benefit.     Payment of a Participant’s Plan benefits shall commence on the first day of the month next following the Participant’s Termination of Employment on or following his Early Retirement Date and prior to his Normal Retirement Date, and benefits shall cease with the payment for the month in which his death occurs. Such monthly benefit shall be in an amount equal to the monthly benefit the Participant would have received under Section 3.2 if the Participant had commenced receipt of payments under the Plan on his Normal Retirement Date, reduced by 5/12% for each month by which the commencement of his benefits precedes his Normal Retirement Date.

3.4 Delayed Benefit.     In the case of a Participant with a Vested Percentage greater than 0% who incurs a Termination of Employment prior to his Early Retirement Date, payment of

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his Plan benefits shall commence on his Early Retirement Date. Such monthly benefit shall be in an amount equal to the monthly benefit the Participant would have received under Section 3.2 if the Participant had commenced receipt of payments under the Plan on his Normal Retirement Date, reduced by 5/12% for each month by which the commencement of his benefits precedes his Normal Retirement Date.

3.5 Disability Retirement Benefit.     If a Participant shall incur a Disability while employed by the Company, the Company shall pay such Participant a monthly benefit starting on the first day of the calendar month immediately following the date his Disability begins, or, if later, the date of his Termination of Employment, and ending with the payment for the calendar month in which his death occurs or his Disability ends, whichever occurs first. Such monthly benefit (which shall not be reduced by, and shall not reduce, the benefits, if any, payable to a Participant under the Company’s long-term disability insurance program) shall be calculated in the same way as an early retirement benefit under Section 3.3, based on his Final Average Annual Pay when his Disability begins (which will, for purposes of this Section 3.5 only, be determined over less than five full consecutive calendar years to the extent that his Future Service period is less than five years), except that (i) the Vested Percentage shall always be 100%, (ii) there shall not be any actuarial reduction to reflect the commencement of the payment of benefits before his Normal Retirement Date, and (iii) there shall not be any Future Service period accrual during his Disability. For purposes of this Section 3.5, “Disability” shall occur when the Participant is, 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 three months under the Company’s long-term disability insurance program as in effect on the date the Disability begins.

3.6 No Duplication.     In no event shall benefits become payable to any Participant under more than one Section of this Article III.

3.7 Six Month Delay.     In the event the Committee determines that, at the time of a Participant’s Termination of Employment, that the stock of the Company is traded on an established securities market or otherwise, commencement of the Participant’s Plan benefits shall be delayed for six months following the Participant’s Termination of Employment (and the first payment shall include any missed payments for such six-month period). For purposes of determining the actuarial adjustment of Plan benefits for payments prior to or after Normal Retirement Date, the commencement of benefits shall be deemed to be the date that benefits would have commenced absent the delay provided in this Section 3.7.

ARTICLE IV

FORFEITURES

4.1 Forfeiture for Competitive Employment.     If, after a Participant incurs a Termination of Employment, the Participant violates the non-competition provisions of any agreement he has entered into with the Company, or if his employment with the Company is terminated on account of his dishonesty or gross negligence, such Participant shall forever and irrevocably forfeit all benefits otherwise due him under the terms of the Plan.

4.2 Limitation.     If any provision of this Article IV shall be unenforceable as a matter of law, it shall be construed to apply to the greatest extent permitted by law so as to give effect to its intended purposes.

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ARTICLE V

CONDITIONS RELATED TO BENEFITS

5.1 Administration of Plan.     The Committee shall administer the Plan and shall have the sole and exclusive authority to interpret, construe and apply its provisions. The Committee shall have the power to establish, adopt and revise such rules and regulations as it may deem necessary or advisable for the administration of the Plan and the operation of the Committee’s activities in connection therewith. All decisions of the Committee shall be by vote or written consent of the majority of its members and shall be final and binding. Members of the Committee shall be eligible to participate in the Plan while serving as a member of the Committee, but a member of the Committee shall not vote or act upon any matter which relates solely to such member in his capacity as a Participant.

5.2 Grantor Trust.     The Committee may, at its discretion, have the Company create a grantor trust (within the meaning of section 671 of the Code) in connection with the adoption of this Plan to which it may from time to time contribute amounts to accumulate an appropriate reserve against its obligations hereunder. Notwithstanding the creation of such trust, the benefits hereunder shall be a general obligation of the Company.

5.3 No Right to Company Assets.     Neither a Participant nor any other person shall acquire by reason of the Plan any right in or title to any assets, funds or property of the Company whatsoever including, without limiting the generality of the foregoing, any specific funds or assets which the Company may set aside in anticipation of a liability hereunder, nor in any policy or policies of insurance on the life of a Participant owned by the Company.

5.4 No Employment Rights.     Nothing herein shall constitute a contract of continuing employment or in any manner obligate the Company to continue the service of a Participant, or obligate a Participant to continue in the service of the Company, and nothing herein shall be construed as fixing or regulating the compensation paid to a Participant.

5.5 Company’s Right to Terminate and Amend.     The Company reserves the right in its sole discretion at any time to amend the Plan in any respect or terminate the Plan. Notwithstanding the foregoing, no such amendment or termination shall reduce the amount of the benefit theretofore vested in any Participant or change the conditions required to be satisfied to receive payment of such past accrued benefit based on the provisions of the Plan as theretofore in effect. For this purpose, the amount of a Participant’s accrued benefit as of the date of any plan amendment or termination shall be determined as if the Participant was then retiring in accordance with Section 3.3 with his actual Vested Percentage accrued as at such date; provided that if the Company is terminating the Plan and if a Participant has not completed at least 5 years of Future Service, Participant’s Vested Percentage shall be: (i) 40% if he has completed 4 years of Future Service; (ii) 30% if he has completed 3 years of Future Service; (iii) 20% if he has completed 2 years of Future Service; (iv) 10% if he has completed 1 year of Future Service; and (v) 0% if he has not completed 1 year of Future Service.

5.6 Protective Provisions.     The Participant shall cooperate with the Company by furnishing any and all information requested by the Company in order to facilitate the payment of benefits hereunder.

5.7 Right of Offset.     If at the time any payment is to be made hereunder a Participant is indebted to the Company or otherwise subject to a monetary claim by the Company, the payments remaining to be paid to the Participant under the Plan may, at the Company’s

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discretion, be reduced by setoff against the amount of such indebtedness or claim. Notwithstanding the foregoing, the offset described in the previous sentence shall be made only if (i) such debt is incurred in the ordinary course of the employment relationship between the Participant and the Company, (ii) the entire amount of the reduction in any of the Participant’s taxable years does not exceed $5,000, and (iii) the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

5.8 No Third Party Rights.     Nothing in this Plan or any trust established pursuant to Section 5.2 hereof shall be construed to create any rights hereunder in favor of any person (other than the Company and any Participant) or to limit the Company’s right to amend or terminate the Plan in any manner subject to Section 5.5 hereof.

ARTICLE VI

MISCELLANEOUS

6.1 Non-assignability.     No rights or payments to any Participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary or involuntary, and no attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be valid, nor shall any such benefit or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements or torts of any Participant or subject to levy, garnishment, attachment, execution or other legal or equitable process. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant, nor be transferable by operation of law in the event of a Participant’s bankruptcy or insolvency.

6.2 Withholding.     To the extent required by law the Company shall be entitled to withhold from any payments due hereunder any federal, state and local taxes required to be withheld in connection with such payment.

6.3 Gender and Number.     Wherever appropriate herein, the masculine shall mean the feminine and the singular shall mean the plural or vice versa.

6.4 Notice.     Any notice required or permitted to be made under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to: (a) in the case of notice to the Company or the Committee, the principal office of the Company, directed to the attention of the Secretary of the Committee; and (b) in the case of a Participant, such Participant’s home or business address maintained in the Company’s personnel records. 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 or on the receipt for registration or certification.

6.5 Validity.     In the event any provision of this Plan is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan.

6.6 Applicable Law.     This Plan shall be governed and construed in accordance with the laws of the State of New York, without regard to such state’s choice of law rules.

6.7 409A.     Although the Company makes no guarantee with respect to the tax treatment of payments hereunder, the Plan is intended to comply with the requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent. Accordingly,

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the Company reserves the right through the action of the Committee to amend the provisions of the Plan at any time and in any manner without the consent of Participants solely to comply with the requirements of Section 409A and to avoid the imposition of an excise tax under Section 409A on any payment to be made hereunder, provided that there is no reduction in the benefit provided hereunder. Notwithstanding the foregoing, in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on a Participant by Section 409A or any damages for failing to comply with Code Section 409A.

6.8 Claims Procedure.

(a) The Committee shall be responsible for determining all claims for benefits under the Plan by a Participant or his spouse (“Claimant”).

(b) A Claimant may file a written claim with a person designated by the Committee (the “Designated Person”) with respect to the Claimant’s rights to receive a benefit pursuant to the Plan. The Claimant will be informed of the decision of the Designated Person with respect to the claim within 90 days after it is filed. Under special circumstances, the Designated Person may require an additional period of not more than 90 days to review a claim. If that happens, the Claimant will receive a written notice of that fact, which will also indicate the special circumstances requiring the extension of time and the date by which the Designated Person expects to make a determination with respect to the claim. If the extension is required due to the Claimant’s failure to submit information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent until the date on which the Claimant responds to the Designated Person’s request for information.

(c) If a claim is denied in whole or in part, or any adverse benefit determination is made with respect to the claim, the Claimant will be provided with a written or electronic notice setting forth the reason for the determination, along with specific references to the provisions of the Plan on which the determination is based. This notice will also provide an explanation of what additional information is needed to evaluate the claim (and why such information is necessary), together with an explanation of the Plan’s claims review procedure and the time limits applicable to such procedure, as well as a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. If a Claimant is not notified (of the denial or an extension) within 90 days from the date the Claimant notifies the Designated Person, the Claimant may request a review of the application as if the claim had been denied.

(d) If the Claimant’s claim has been denied, or an adverse benefit determination has been made, the Claimant may request that the Committee review the denial. The request must be in writing and must be made within 60 days after written notification of denial. In connection with this request, the Claimant (or a duly authorized representative) may (i) be provided, upon written request and free of charge, with reasonable access to (and copies of) all documents, records, and other information relevant to the claim; and (ii) submit to the Committee written comments, documents, records, and other information related to the claim.

(e) The review by the Committee will take into account all comments, documents, records, and other information the Claimant submits relating to the claim. The Committee will make a final written decision on a claim review, in most cases within 60 days after receipt of a request for a review. In some cases, the claim may take more time to review, and an additional processing period of up to 60 days may be required. If that happens, the Claimant will receive a written notice of that fact, which will also indicate the special

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circumstances requiring the extension of time and the date by which the Committee expects to make a determination with respect to the claim. If the extension is required due to the Claimant’s failure to submit information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent to the Claimant until the date on which the Claimant responds to the Committee’s request for information.

(f) The Committee’s decision on the claim for review will be communicated to the Claimant in writing or electronically. If an adverse benefit determination is made with respect to the claim, the notice will include (i) the specific reason(s) for any adverse benefit determination, with references to the specific provisions of the Plan on which the determination is based; (ii) 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 to the claim; and (iii) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

(g) These procedures must be exhausted before a Claimant may bring a legal action seeking benefits.

(h) The Committee may at any time alter the claims procedure set forth above, so long as the revised claims procedure complies with ERISA, and the regulations issued thereunder.

(i) The Committee shall have the full power and authority to interpret, construe and administer the Plan in its sole discretion based on the provisions of the Plan and to decide any questions and settle all controversies that may arise in connection with the Plan. The Committee’s interpretations and construction thereof, and actions thereunder, including any valuation of the Annual Plan Benefit, any determination under this Section 6.8, or the amount of the payment to be made hereunder, shall be final, binding and conclusive on all persons for all persons. No member of the Committee shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan.

ARTICLE VII

SPOUSAL BENEFITS

In the event of the death of a Participant who is at least 35 years of age at the time of his death and whose Vested Percentage is greater than 0%, the Participant’s surviving spouse, (if any) is entitled to receive 50% of the benefit which the Participant would have been entitled to receive at the time of his death. Payments under this Article VII shall commence on the first day of the calendar month next following the Participant’s death if the Participant has already attained age 60 by the time of his death, and shall otherwise commence on the first day of the calendar month next following the month in which the sixtieth anniversary of the Participant’s birth occurs. Benefits paid under this Article VII shall be payable monthly as a straight life annuity benefit and shall be calculated in accordance with the benefit to which the Participant would have been entitled at his Normal Retirement Date. In the case of payments hereunder which commence prior to the date on which the Participant would have attained age 65, the payments shall be actuarially reduced to reflect the commencement of the payment before the Participant’s attainment of age 65.

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Supplement A

Special Provisions Applicable to Certain Participants

Employee Identification Number: 103621

Employee Identification Number: 103594

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Exhibit 10.28

AMENDMENT NUMBER ONE

TO

ENHANCEMENT LETTER

AMENDMENT (“ Amendment ”) made effective on December 31, 2008 to the change in control enhancement agreement dated as of March 29, 2007 (the “ Enhancement Agreement ”), among Broadridge Financial Solutions, Inc., a Delaware corporation (the “ Company ”), and Richard J. Daly (the “ Executive ”).

WHEREAS, the Company and the Executive have previously entered into the Enhancement Agreement; and

WHEREAS, the Company and the Executive desire to amend the Enhancement Agreement in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, effective December 31, 2008, the Enhancement Agreement is hereby amended as follows:

“This termination payment will be paid in a lump sum within 30 business days, or at such earlier time as required by applicable law, after your employment with the Company terminates, subject to the six-month delay provided in Section 5(b) hereof.”

“Such tax equalization payment will, in all events, be paid within 60 days following the date on which you are required to remit such excise tax to the Internal Revenue Service. However, in the event that the Company is required to make an additional tax equalization payment as a result of a later and final determination by the Internal Revenue Service, then such additional payment shall be paid by the Company no later than the date by which such taxes were due to have been paid as a result of a final and non-appealable determination, and in all events by the end of the taxable year following the date of such determination, or on such earlier date as payment is due to avoid your becoming subject to the entry of a judgment against you or other action by the Internal Revenue Service to enforce such assessment. The amount of the tax equalization payment will be calculated by utilizing your actual marginal tax rates for purposes of federal, state and local income taxation in the calendar year in which any such tax equalization payment is to be made.”

(b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this letter agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” (within the meaning of that term under Code Section 409A(a)(2)(B) and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any payment or the provision of any benefit that is “deferred compensation” within the meaning of Code Section 409A and which is paid as a result of your “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service”, and (B) the date of your death (the “ Delay Period” ). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c) Whenever a payment under this letter agreement specifies a payment period with reference to a number of days (e,g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.”

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed this 31 ^st day of December, 2008.

Exhibit 10.29

AMENDMENT NUMBER ONE

TO

ENHANCEMENT LETTER

AMENDMENT (“ Amendment ”) made effective on December 31, 2008 to the change in control enhancement agreement dated as of March 29, 2007 (the “ Enhancement Agreement ”), among Broadridge Financial Solutions, Inc., a Delaware corporation (the “ Company ”), and John Hogan (the “ Executive ”).

WHEREAS, the Company and the Executive have previously entered into the Enhancement Agreement; and

WHEREAS, the Company and the Executive desire to amend the Enhancement Agreement in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, effective December 31, 2008, the Enhancement Agreement is hereby amended as follows:

“This termination payment will be paid in a lump sum within 30 business days, or at such earlier time as required by applicable law, after your employment with the Company terminates, subject to the six-month delay provided in Section 5(b) hereof.”

“Such tax equalization payment will, in all events, be paid within 60 days following the date on which you are required to remit such excise tax to the Internal Revenue Service. However, in the event that the Company is required to make an additional tax equalization payment as a result of a later and final determination by the Internal Revenue Service, then such additional payment shall be paid by the Company no later than the date by which such taxes were due to have been paid as a result of a final and non-appealable determination, and in all events by the end of the taxable year following the date of such determination, or on such earlier date as payment is due to avoid your becoming subject to the entry of a judgment against you or other action by the Internal Revenue Service to enforce such assessment. The amount of the tax equalization payment will be calculated by utilizing your actual marginal tax rates for purposes of federal, state and local income taxation in the calendar year in which any such tax equalization payment is to be made.”

(b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this letter agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” (within the meaning of that term under Code Section 409A(a)(2)(B) and determined using any identification methodology and procedure selected by the Company from time to time, or, if none, the default methodology and procedure specified under Code Section 409A), then with regard to any payment or the provision of any benefit that is “deferred compensation” within the meaning of Code Section 409A and which is paid as a result of your “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of your “separation from service”, and (B) the date of your death (the “ Delay Period” ). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c) Whenever a payment under this letter agreement specifies a payment period with reference to a number of days (e,g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.”

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the undersigned has caused this Amendment to be executed this 31 ^st day of December, 2008.

Exhibit 10.30

Director Deferred Compensation Program

How you benefit by participating (Example)

Rates of return are estimated for illustrative purposes only, and assume 10% annual return (share price gain + dividends) on Broadridge stock. The program valuation assumes that the participant has selected to receive distributions upon Departure (as defined below) from the Board.

Director Deferred Compensation Program

Exhibit 10.31

BROADRIDGE FINANCIAL SOLUTIONS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The purpose of this Supplemental Executive Retirement Plan (the “Plan”) is to provide an additional means by which BROADRIDGE FINANCIAL SOLUTIONS, INC. may attract, retain and encourage the productive efforts of a select group of executives who provide valuable services to it and its subsidiaries . The Plan provides supplemental retirement benefits to qualifying participants. The Plan is intended to be unfunded for federal income tax purposes and for the purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.

The Plan reads as follows:

ARTICLE I

DEFINITIONS

The following terms when used in this Plan shall have the designated meaning, unless a different meaning is clearly required by the context.

1.1 Annual Plan Benefit.     The Annual Plan Benefit shall be the annual amount of a Participant’s Plan benefit calculated in accordance with the provisions of Section 3.1 below.

1.2 Annual Benefit Multiplier.     The Annual Benefit Multiplier shall be 1.6% for each of the first twenty years of a Participant’s full calendar years of Future Service and .8% for each calendar year thereafter.

1.3 Committee.     Three board members or senior officers of the Company, appointed from time to time by the Board.

1.4 Board.     The board of directors of the Company.

1.5 Code.     The Internal Revenue Code of 1986, as amended.

1.6 Company.     Broadridge Financial Solutions, Inc. and its subsidiaries, and successors.

1.7 Early Retirement Date.     The date on which a Participant attains age sixty (60).

1.8 Effective Date.     June 30, 2009.

1.9 Eligible Employee.     Each executive of the Company who has been designated as eligible to participate in the Plan by the Committee pursuant to Article II. The Committee may at any time remove any executive as an Eligible Employee for the purpose of accruing any additional Plan benefits. An executive who is a participant in the SORP may not be designated as an Eligible Employee under this Plan.

1.10 Final Average Annual Pay.     The average annual compensation of a Participant for the five full consecutive calendar years during his Future Service period during which he received the largest total amount of compensation. For this purpose, a Participant’s “compensation” shall mean the total base salary and bonus compensation actually paid or accrued by the Company to or for such Participant and shall specifically exclude any compensation derived from grants of restricted stock (whether time-based or performance- based), stock options, stock appreciation rights or any similar equity awards, and relocation

pay; provided that, notwithstanding anything to the contrary set forth herein, amounts deferred at such Participant’s election under a cash or deferred arrangement under Section 401(k) of the Code shall be included in such Participant’s compensation.

1.11 Future Service.     A Participant’s period of full calendar years of continuous employment with the Company after his Plan participation has begun. An executive who is designated as an Eligible Employee effective as of January 1, 2009 shall be credited with Future Service beginning on January 1, 2009. A Participant shall only be granted Future Service for periods he is an Eligible Employee. Leaves of absence of less than six months may be taken into account as Future Service, to the extent provided by the Committee. The Committee may, in an applicable Supplement, grant a Participant prior service credit for determining his Future Service period.

1.12 Normal Retirement Date.     The date on which the Participant attains age sixty-five (65).

1.13 Participant.     An Eligible Employee who has accrued an Annual Plan Benefit under Section 3.1. A Participant who ceases to be an Eligible Employee shall remain a Participant until there has been a complete distribution of his benefits under the Plan, but he shall no longer be eligible to accrue any additional benefits under the Plan for the period he is not an Eligible Employee.

1.14 Section 409A.     Section 409A of the Code, and the final Treasury regulations issued thereunder.

1.15 SORP.     The Broadridge Financial Solutions, Inc. Supplemental Officers Retirement Plan.

1.16 Supplement.     A supplement attached to and made a part of this Plan, which shall set forth for each Participant any special conditions applicable to him.

1.17 Termination of Employment.     A Participant’s separation from service (as such term is defined in Section 409A) with the Company and all any other companies (or other entities) that, together with the Company, are treated as a single employer in accordance with the provisions of Sections 414(b), (c), (m) and (o) of the Code.

1.18 Vested Percentage.     Except to the extent set forth in Sections 3.5 and 5.5, until a Participant completes 5 full calendar years of Future Service, such Participant’s Vested Percentage shall be 0% and he shall not be entitled to any Plan benefits hereunder. Upon completing 5, 6, 7, 8, 9, and 10-or-more full calendar years of Future Service, a Participant’s Vested Percentage shall be 50%, 60%, 70%, 80%, 90%, and 100%, respectively. The Committee may, in the applicable Supplement, grant a Participant prior service credit for determining his Vesting Percentage purposes. For the purpose of determining a Participant’s Vested Percentage only, a Participant who becomes a participant in the SORP shall continue to be credited with Future Service on the same basis as if he had remained an Eligible Employee during the period that he remains an “Eligible Employee” as that term is defined in the SORP.

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ARTICLE II

ELIGIBILITY

2.1 Eligibility.      The Committee may at any time and from time to time (but prospectively only) designate any executive of the Company as an Eligible Employee; provided, however, that, in the case of a person who was an executive on January 1, 2009 and remains an executive as of the Effective Date, the Committee may in its discretion designate such executive as an Eligible Employee retroactively to January 1, 2009. Upon becoming an Eligible Employee, such executive shall begin accruing an Annual Plan Benefit under Section 3.1 (i.e., shall become a Participant). The Committee shall determine whether any Participant in the Plan shall remain an Eligible Employee for purposes of accruing future Plan benefits. Such determination shall be set forth in writing in accordance with uniform procedures established by the Committee in its sole discretion.

2.2 Automatic Termination of Eligibility.      A person shall automatically cease to be an Eligible Employee on the date on which such person commences participation in the SORP or is removed as an Eligible Employee by the Committee. A person who ceases to be an Eligible Employee may not recommence participation in the Plan until the January 1 following his redesignation as an Eligible Employee, unless otherwise permitted under Code Section 409A.

ARTICLE III

RETIREMENT BENEFITS

3.1 In General.

(a) A Participant’s Annual Plan Benefit is the product of (i) his Final Average Annual Pay, (ii) his Future Service period, (iii) the Annual Benefit Multiplier and (iv) his Vested Percentage.

(b) A Participant’s benefits under this Plan shall be expressed as an annual amount in the form of a straight life annuity or, at the Committee’s election, another actuarially equivalent series of substantially equal periodic payments (based on reasonable actuarial methods and assumptions), payable not less frequently than annually, for the life (or life expectancy) of the Participant, starting as at the date the payments to such Participant under this Article III begin.

3.2 Normal Retirement Benefit.     If payment of a Participant’s benefits has not commenced on his Early Retirement Date under Section 3.3 below, payment of Plan benefits to the Participant shall commence on the first day of the month next following the later of the Participant’s Normal Retirement Date and the Participant’s Termination of Employment, and payment of benefits shall cease with the payment for the month in which the Participant’s death occurs. The monthly Plan benefit shall be one-twelfth of such Participant’s Annual Plan Benefit determined in accordance with the provisions of Section 3.1 above. In the event payment of a Participant’s benefits hereunder commences after a Participant’s Normal Retirement Date, such monthly benefit shall be in an amount equal to the monthly benefit the Participant would have received hereunder if the Participant had commenced receipt of payments under the Plan on his Normal Retirement Date, actuarially increased to reflect the commencement of his benefits after his Normal Retirement Date, using a 6% interest rate and the RP-2000 Mortality Table.

3.3 Early Retirement Benefit.     Payment of a Participant’s Plan benefits shall commence on the first day of the month next following the Participant’s Termination of Employment on or following his Early Retirement Date and prior to his Normal Retirement

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Date, and benefits shall cease with the payment for the month in which his death occurs. Such monthly benefit shall be in an amount equal to the monthly benefit the Participant would have received under Section 3.2 if the Participant had commenced receipt of payments under the Plan on his Normal Retirement Date, reduced by 5/12% for each month by which the commencement of his benefits precedes his Normal Retirement Date.

3.4 Delayed Benefit.     In the case of a Participant with a Vested Percentage greater than 0% who incurs a Termination of Employment prior to his Early Retirement Date, payment of his Plan benefits shall commence on his Early Retirement Date. Such monthly benefit shall be in an amount equal to the monthly benefit the Participant would have received under Section 3.2 if the Participant had commenced receipt of payments under the Plan on his Normal Retirement Date, reduced by 5/12% for each month by which the commencement of his benefits precedes his Normal Retirement Date.

3.5 Disability Retirement Benefit.     If a Participant shall incur a Disability while employed by the Company, the Company shall pay such Participant a monthly benefit starting on the first day of the calendar month immediately following the date his Disability begins, or, if later, the date of his Termination of Employment, and ending with the payment for the calendar month in which his death occurs or his Disability ends, whichever occurs first. Such monthly benefit (which shall not be reduced by, and shall not reduce, the benefits, if any, payable to a Participant under the Company’s long-term disability insurance program) shall be calculated in the same way as an early retirement benefit under Section 3.3, based on his Final Average Annual Pay when his Disability begins (which will, for purposes of this Section 3.5 only, be determined over less than five full consecutive calendar years to the extent that his Future Service period is less than five years), except that (i) the Vested Percentage shall always be 100%, (ii) there shall not be any actuarial reduction to reflect the commencement of the payment of benefits before his Normal Retirement Date, and (iii) there shall not be any Future Service period accrual during his Disability. For purposes of this Section 3.5, “Disability” shall occur when the Participant is, 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 three months under the Company’s long-term disability insurance program as in effect on the date the Disability begins.

3.6 No Duplication.     In no event shall benefits become payable to any Participant under more than one Section of this Article III.

3.7 Six Month Delay .     In the event the Committee determines that, at the time of a Participant’s Termination of Employment, that the stock of the Company is traded on an established securities market or otherwise, commencement of the Participant’s Plan benefits shall be delayed for six months following the Participant’s Termination of Employment (and the first payment shall include any missed payments for such six-month period). For purposes of determining the actuarial adjustment of Plan benefits for payments prior to or after Normal Retirement Date, the commencement of benefits shall be deemed to be the date that benefits would have commenced absent the delay provided in this Section 3.7.

ARTICLE IV

FORFEITURES

4.1 Forfeiture for Competitive Employment.     If, after a Participant incurs a Termination of Employment, the Participant violates the non-competition provisions of any agreement he has entered into with the Company, or if his employment with the Company is

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terminated on account of his dishonesty or gross negligence, such Participant shall forever and irrevocably forfeit all benefits otherwise due him under the terms of the Plan.

4.2 Limitation.     If any provision of this Article IV shall be unenforceable as a matter of law, it shall be construed to apply to the greatest extent permitted by law so as to give effect to its intended purposes.

ARTICLE V

CONDITIONS RELATED TO BENEFITS

5.1 Administration of Plan.     The Committee shall administer the Plan and shall have the sole and exclusive authority to interpret, construe and apply its provisions. The Committee shall have the power to establish, adopt and revise such rules and regulations as it may deem necessary or advisable for the administration of the Plan and the operation of the Committee’s activities in connection therewith. All decisions of the Committee shall be by vote or written consent of the majority of its members and shall be final and binding. Members of the Committee shall be eligible to participate in the Plan while serving as a member of the Committee, but a member of the Committee shall not vote or act upon any matter which relates solely to such member in his capacity as a Participant.

5.2 Grantor Trust.     The Committee may, at its discretion, have the Company create a grantor trust (within the meaning of section 671 of the Code) in connection with this Plan to which it may from time to time contribute amounts to accumulate an appropriate reserve against its obligations hereunder. Notwithstanding the creation of such trust, the benefits hereunder shall be a general obligation of the Company.

5.3 No Right to Company Assets; Unsecured Creditors.     Neither a Participant nor any other person shall acquire by reason of the Plan any right in or title to any assets, funds or property of the Company whatsoever including, without limiting the generality of the foregoing, any specific funds or assets which the Company may set aside in anticipation of a liability hereunder, nor in any policy or policies of insurance on the life of a Participant owned by the Company. Participants have the status of general unsecured creditors of the Company with respect to the benefits to which they become entitled under this Plan, and this Plan constitutes a mere promise by the Company to make benefit payments in the future to Participants who become entitled to such benefits pursuant to the terms of this Plan.

5.4 No Employment Rights.     Nothing herein shall constitute a contract of continuing employment or in any manner obligate the Company to continue the service of a Participant, or obligate a Participant to continue in the service of the Company, and nothing herein shall be construed as fixing or regulating the compensation paid to a Participant.

5.5 Company’s Right to Terminate and Amend.     The Company reserves the right in its sole discretion at any time to amend the Plan in any respect or terminate the Plan. Notwithstanding the foregoing, no such amendment or termination shall reduce the amount of the benefit theretofore vested in any Participant or change the conditions required to be satisfied to receive payment of such past accrued benefit based on the provisions of the Plan as theretofore in effect. For this purpose, the amount of a Participant’s accrued benefit as of the date of any plan amendment or termination shall be determined as if the Participant was then retiring in accordance with Section 3.3 with his actual Vested Percentage accrued as at such date; provided that if the Company is terminating the Plan and if a Participant has not completed at least 5 years of Future Service, Participant’s Vested Percentage shall be: (i) 40%

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if he has completed 4 years of Future Service; (ii) 30% if he has completed 3 years of Future Service; (iii) 20% if he has completed 2 years of Future Service; (iv) 10% if he has completed 1 year of Future Service; and (v) 0% if he has not completed 1 year of Future Service.

5.6 Protective Provisions.     The Participant shall cooperate with the Company by furnishing any and all information requested by the Company in order to facilitate the payment of benefits hereunder.

5.7 Right of Offset.     If at the time any payment is to be made hereunder a Participant is indebted to the Company or otherwise subject to a monetary claim by the Company, the payments remaining to be paid to the Participant under the Plan may, at the Company’s discretion, be reduced by setoff against the amount of such indebtedness or claim. Notwithstanding the foregoing, the offset described in the previous sentence shall be made only if (i) such debt is incurred in the ordinary course of the employment relationship between the Participant and the Company, (ii) the entire amount of the reduction in any of the Participant’s taxable years does not exceed $5,000, and (iii) the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant.

5.8 No Third Party Rights.     Nothing in this Plan or any trust established pursuant to Section 5.2 hereof shall be construed to create any rights hereunder in favor of any person (other than the Company and any Participant) or to limit the Company’s right to amend or terminate the Plan in any manner subject to Section 5.5 hereof.

ARTICLE VI

MISCELLANEOUS

6.1 Non-assignability.     No rights or payments to any Participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary or involuntary, and no attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be valid, nor shall any such benefit or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements or torts of any Participant or subject to levy, garnishment, attachment, execution or other legal or equitable process. No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant, nor be transferable by operation of law in the event of a Participant’s bankruptcy or insolvency.

6.2 Withholding.     To the extent required by law the Company shall be entitled to withhold from any payments due hereunder any federal, state and local taxes required to be withheld in connection with such payment.

6.3 Gender and Number.     Wherever appropriate herein, the masculine shall mean the feminine and the singular shall mean the plural or vice versa.

6.4 Notice.     Any notice required or permitted to be made under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to: (a) in the case of notice to the Company or the Committee, the principal office of the Company, directed to the attention of the Secretary of the Committee; and (b) in the case of a Participant, such Participant’s home or business address maintained in the Company’s personnel records. 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 or on the receipt for registration or certification.

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6.5 Validity.     In the event any provision of this Plan is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan.

6.6 Applicable Law.     This Plan shall be governed and construed in accordance with the laws of the State of New York, without regard to such state’s choice of law rules.

6.7 409A .    Although the Company makes no guarantee with respect to the tax treatment of payments hereunder, the Plan is intended to comply with the requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent. Accordingly, the Company reserves the right through the action of the Committee to amend the provisions of the Plan at any time and in any manner without the consent of Participants solely to comply with the requirements of Section 409A and to avoid the imposition of an excise tax under Section 409A on any payment to be made hereunder, provided that there is no reduction in the benefit provided hereunder. Notwithstanding the foregoing, in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on a Participant by Section 409A or any damages for failing to comply with Code Section 409A.

6.8 Claims Procedure.

(a) The Committee shall be responsible for determining all claims for benefits under the Plan by a Participant or his spouse (“Claimant”).

(b) A Claimant may file a written claim with a person designated by the Committee (the “Designated Person”) with respect to the Claimant’s rights to receive a benefit pursuant to the Plan. The Claimant will be informed of the decision of the Designated Person with respect to the claim within 90 days after it is filed. Under special circumstances, the Designated Person may require an additional period of not more than 90 days to review a claim. If that happens, the Claimant will receive a written notice of that fact, which will also indicate the special circumstances requiring the extension of time and the date by which the Designated Person expects to make a determination with respect to the claim. If the extension is required due to the Claimant’s failure to submit information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent until the date on which the Claimant responds to the Designated Person’s request for information.

(c) If a claim is denied in whole or in part, or any adverse benefit determination is made with respect to the claim, the Claimant will be provided with a written or electronic notice setting forth the reason for the determination, along with specific references to the provisions of the Plan on which the determination is based. This notice will also provide an explanation of what additional information is needed to evaluate the claim (and why such information is necessary), together with an explanation of the Plan’s claims review procedure and the time limits applicable to such procedure, as well as a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. If a Claimant is not notified (of the denial or an extension) within 90 days from the date the Claimant notifies the Designated Person, the Claimant may request a review of the application as if the claim had been denied.

(d) If the Claimant’s claim has been denied, or an adverse benefit determination has been made, the Claimant may request that the Committee review the denial. The request must be in writing and must be made within 60 days after written notification of denial. In connection with this request, the Claimant (or a duly authorized representative) may

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(i) be provided, upon written request and free of charge, with reasonable access to (and copies of) all documents, records, and other information relevant to the claim; and (ii) submit to the Committee written comments, documents, records, and other information related to the claim.

(e) The review by the Committee will take into account all comments, documents, records, and other information the Claimant submits relating to the claim. The Committee will make a final written decision on a claim review, in most cases within 60 days after receipt of a request for a review. In some cases, the claim may take more time to review, and an additional processing period of up to 60 days may be required. If that happens, the Claimant will receive a written notice of that fact, which will also indicate the special circumstances requiring the extension of time and the date by which the Committee expects to make a determination with respect to the claim. If the extension is required due to the Claimant’s failure to submit information necessary to decide the claim, the period for making the determination will be tolled from the date on which the extension notice is sent to the Claimant until the date on which the Claimant responds to the Committee’s request for information.

(f) The Committee’s decision on the claim for review will be communicated to the Claimant in writing or electronically. If an adverse benefit determination is made with respect to the claim, the notice will include (i) the specific reason(s) for any adverse benefit determination, with references to the specific provisions of the Plan on which the determination is based; (ii) 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 to the claim; and (iii) a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a).

(g) These procedures must be exhausted before a Claimant may bring a legal action seeking benefits.

(h) The Committee may at any time alter the claims procedure set forth above, so long as the revised claims procedure complies with ERISA, and the regulations issued thereunder.

(i) The Committee shall have the full power and authority to interpret, construe and administer the Plan in its sole discretion based on the provisions of the Plan and to decide any questions and settle all controversies that may arise in connection with the Plan. The Committee’s interpretations and construction thereof, and actions thereunder, including any valuation of the Annual Plan Benefit, any determination under this Section 6.8, or the amount of the payment to be made hereunder, shall be final, binding and conclusive on all persons for all persons. No member of the Committee shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan.

ARTICLE VII

SPOUSAL BENEFITS

In the event of the death of a Participant who is at least 35 years of age at the time of his death and whose Vested Percentage is greater than 0%, the Participant’s surviving spouse (if any) is entitled to receive 50% of the benefit which the Participant would have been entitled to receive at the time of his death. Payments under this Article VII shall commence on the first

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day of the calendar month next following the Participant’s death if the Participant has already attained age 60 by the time of his death, and shall otherwise commence on the first day of the calendar month next following the month in which the sixtieth anniversary of the Participant’s birth occurs. Payments under this Article VII shall cease with the payment for the month in which the surviving spouse’s death occurs. Benefits paid under this Article VII shall be payable monthly as a straight life annuity benefit and shall be calculated in accordance with the benefit to which the Participant would have been entitled at his Normal Retirement Date. In the case of payments hereunder which commence prior to the date on which the Participant would have attained age 65, the payments shall be actuarially reduced to reflect the commencement of the payment before the Participant’s attainment of age 65.

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