AR 13


Proxy/Summary Compensation Table/Non-Qualified Deferred Compensation Plan

The following table presents contribution, earnings and balance information under the Company's Deferred Compensation Plan for our named executive officers for 2013:

Name Executive
in Last FY
Contributions in Last FY
Earnings in
Last FY
Balance at
Last FYE
Neal J. Keating $205,040 $5,799 $210,839
Robert D. Starr $78,864 $7,218 $6,079 $255,180
William C. Denninger $71,978 $2,036 $74,014
Gregory L. Steiner $52,345 $1,480 $53,825
Steven J. Smidler $38,540 $7,573 $274,683
Ronald M. Galla $40,878 $28,438 $1,031,222
Shawn G. Lisle $22,611 $2,914 $754 $31,034
  1. Interest is credited at 120% of Applicable Federal Long-Term Rate.

Our Deferred Compensation Plan affords participants the opportunity to defer up to 50% of base salary and 100% of annual bonus for each calendar year. The deferred amount grows at a crediting rate based on 120% of the Applicable Federal Long-Term Rate published by the Internal Revenue Service (the "Applicable Interest Rate") until a predetermined distribution date. The plan also provides for certain employer contributions. Specifically, the Company makes an additional contribution to the participant's deferred compensation plan account in the amount of 25% of the participant's deferrals, subject to a limitation of 2.5% of the participant's salary and annual cash incentive, and reduced by the amount of the Company match under the 401(k) plan. The Company also makes a supplemental deferred compensation contribution to the participant's account equal to 10% of their earnings for pension purposes that exceed the compensation limit established annually by the Internal Revenue Service. SERP participants previously were not eligible for this supplemental contribution; however, starting in 2012, they became eligible for the supplemental deferred compensation contribution in recognition of the significant changes made to the pension plan and SERP in 2010. In February 2008, the Board amended the Deferred Compensation Plan to comply with the requirements of Section 409A of the Code with respect to deferred amounts (and related earnings) that become vested after December 31, 2004. The provisions of the Deferred Compensation Plan in effect prior to February 2008 continue to apply with respect to deferred amounts that vested before January 1, 2005 (and any related earnings). Under the plan in effect before February 2008, which applies to virtually all of the aggregate balance for Mr. Galla, a named executive officer may elect distribution in the form of a lump sum payment or installments if he separates from service with the Company after attaining early retirement age under the pension plan. In the event that separation from service occurs prior to attaining early retirement age or if benefits do not exceed $25,000 in the aggregate, benefits are paid in a lump sum. Participants may also elect to receive payments while employed after a stated number of years as part of their initial deferral election or for account balances prior to January 1, 2005, at any time by having that account balance reduced by 10%. Distributions are also available due to financial hardship.