Exhibit 10.2

The CORPORATEplan for Retirement^SM

EXECUTIVE PLAN

Adoption Agreement

IMPORTANT NOTE

This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under the Employee Retirement Income Security Act with respect to the Employer’s particular situation. Fidelity Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document. This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the taxpayer. This document must be reviewed by the Employer’s attorney prior to adoption.

ADOPTION AGREEMENT

ARTICLE 1

1.01 PLAN INFORMATION

(a) Name of Plan:

This is the Dreamworks Animation SKG, Inc. Special Deferral Election Plan (the “Plan”).

(b) Plan Status (Check one.):

(1) Adoption Agreement effective date: 11/15/2008.

(2) The Adoption Agreement effective date is (Check (A) or check and complete (B)):

(A)  ¨  A new Plan effective date                 .

(B)  þ  An amendment and restatement of the Plan. The original effective date of the Plan was: 7/1/2007

(c) Name of Administrator, if not the Employer:

1.02 EMPLOYER

(a) Employer Name: DreamWorks Animation SKG, Inc.                                                                                                                  

(b) The term “Employer” includes the following Related Employer(s)

(as defined in Section 2.01(a)(25)) participating in the Plan:

DreamWorks, Inc.

DreamWorks Post Production LLC

DreamWorks Animation LLC

Pacific Data Images, Inc.

Pacific Data Images LLC

Pacific Productions LLC

Dreamworks Animation Home Entertainment, Inc.

DWA Finance I L.L.C.

DreamWorks Animation Home Entertainment, L.L.C.

DreamWorks Animation International Services, Inc.

DreamWorks Animation Live Theatrical Productions LLC

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1.03 COVERAGE

(Check (a) and/or (b).)

(a)  ¨  The following Employees are eligible to participate in the Plan (Check (1) or (2)):

          (1)  ¨  Only those Employees designated in writing by the Employer, which writing is hereby incorporated herein.

          (2)  ¨  Only those Employees in the eligible class described below:

(b)  ¨  The following Directors are eligible to participate in the Plan (Check (1) or (2)):

          (1)  ¨  Only those Directors designated in writing by the Employer, which writing is hereby incorporated herein.

          (2)  ¨  All Directors, effective as of the later of the date in 1.01(b) or the date the Director becomes a Director.

          (Note: A designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in

          Section 1.03(a)(2) must include the effective date of such participation.)

1.04 COMPENSATION

(If Section 1.03(a) is selected, select (a) or (b). If Section 1.03(b) is selected, complete (c))

    For purposes of determining all contributions under the Plan:

(a)  ¨  Compensation shall be as defined, with respect to Employees, in the

                                                                    Plan maintained by the Employer:

          (1)  ¨  to the extent it is in excess of the limit imposed under Code section 401(a)(17).

          (2)  ¨  notwithstanding the limit imposed under Code section 401(a)(17).

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(b)  þ  Compensation shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1),

            and/or (2) below, if, and as, appropriate):

              (1)  þ  but excluding the following:

                          Overtime Pay, Commissions, Automobile Allowance, Any item of compensation

                          payable in stock of the Employer.

              (2)  ¨  but excluding bonuses, except those bonuses listed in the table in Section 1.05(a)(2).

(c)  ¨  Compensation shall be as defined in Section 2.01(a)(9)(c) with respect to Directors, but excluding the following:

1.05 CONTRIBUTIONS ON BEHALF OF EMPLOYEES

(a) Deferral Contributions (Complete all that apply):

(1)  þ Deferral Contributions. Subject to any minimum or maximum deferral amount provided below, the Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Participant who has an executed salary reduction agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year).

Deferral Contributions Type of Compensation	Dollar Amount		% Amount
	Min	Max	Min	Max
Base Salary			0	85

(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

(2)  þ Deferral Contributions with respect to Bonus Compensation only. The Employer requires Participants to enter into a special salary reduction agreement to make Deferral Contributions with respect to one or more Bonuses, subject to minimum and maximum deferral limitations, as provided in the table below.

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Deferral Contributions Type of Bonus	Treated As		Dollar Amount		% Amount
	Performance Based	Non-Performance Based	Min	Max	Min	Max
Incentive Bonus	Yes				0	100
Other Bonus Compensation		Yes			0	100

(Note: With respect to each type of Bonus, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages. In the event a bonus identified as a Performance-based Bonus above does not constitute a Performance-based Bonus with respect to any Participant, such Bonus will be treated as a Non-Performance-based Bonus with respect to such Participant.)

(b) Matching Contributions (Choose (1) or (2) below, and (3) below, as applicable):

(1)  ¨ The Employer shall make a Matching Contribution on behalf of each Employee Participant in an amount described below:

     (A)   ¨       % of the Employee Participant’s Deferral Contributions for the calendar year.

     (B)   ¨ The amount, if any, declared by the Employer in writing, which writing is hereby incorporated herein.

     (C)   ¨ Other:                                                                                                                                                            

(2)  ¨ Matching Contribution Offset. For each Employee Participant who has made elective contributions (as defined in 26 CFR section 1.401(k)-6 (“QP Deferrals”)) of the maximum permitted under Code section 402(g), or the maximum permitted under the terms of the                                                   Plan (the “QP”), to the QP, the Employer shall make a Matching Contribution in an amount equal to (A) minus (B) below:

      (A) The matching contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP Match”)) that the Employee Participant would have received under the QP on the sum of the Deferral Contributions and the Participant’s QP Deferrals, determined as though—

• no limits otherwise imposed by the tax law applied to such QP match; and

• the Employee Participant’s Deferral Contributions had been made to the QP.

      (B) The QP Match actually made to such Employee Participant under the QP for the applicable calendar year.

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Provided, however, that the Matching Contributions made on behalf of any Employee Participant pursuant to this Section 1.05(b)(2) shall be limited as provided in Section 4.02 hereof.

(3)  ¨ Matching Contribution Limits (Check the appropriate box (es)):

     (A)   ¨ Deferral Contributions in excess of       % of the Employee Participant’s Compensation for the calendar

                year shall not be considered for Matching Contributions.

     (B)   ¨ Matching Contributions for each Employee Participant for each calendar year shall be limited to $            .

(c) Employer Contributions

(1)  ¨ Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Employee Participant in an amount determined as described below:

(2)  þ Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Employee Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time in a writing, which is hereby incorporated herein.

1.06 CONTRIBUTIONS ON BEHALF OF DIRECTORS

    (a)  ¨ Director Deferral Contributions

The Employer shall make a Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf of each Director Participant who has an executed deferral agreement in effect with the Employer for the applicable calendar year (or portion of the applicable calendar year), which deferral agreement shall be subject to any minimum and/or maximum deferral amounts provided in the table below.

Deferral Contributions Type of Compensation	Dollar Amount		% Amount
	Min	Max	Min	Max

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(Note: With respect to each type of Compensation, list the minimum and maximum dollar amounts or percentages as whole dollar amounts or whole number percentages.)

(b) Matching and Employer Contributions:

(1)  ¨ Matching Contributions. The Employer shall make a Matching Contribution on behalf of each Director Participant in an amount determined as described below:

(2)  ¨ Fixed Employer Contributions. The Employer shall make an Employer Contribution on behalf of each Director Participant in an amount determined as described below:

(3)  ¨ Discretionary Employer Contributions. The Employer may make Employer Contributions to the accounts of Director Participants in any amount (which amount may be zero), as determined by the Employer in its sole discretion from time to time, in a writing, which is hereby incorporated herein.

1.07 DISTRIBUTIONS

The form and timing of distributions from the Participant’s vested Account shall be made consistent with the elections in this Section 1.07.

(a)(1)   Distribution options to be provided to Participants

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	(A) Specified Date	(B) Specified Age	(C) Separation From Service	(D) Earlier of Separation or Age	(E) Earlier of Separation or Specified Date	(F) Disability	(G) Change in Control	(H) Death
Deferral Contribution	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum	¨ Lump Sum ¨ Installments
Matching Contributions	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum	¨ Lump Sum ¨ Installments
Employer Contributions	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum ¨ Installments	¨ Lump Sum	¨ Lump Sum ¨ Installments

(Note: If the Employer elects (F), (G), or (H) above, the Employer must also elect (A), (B), (C), (D), or (E) above, and the Participant must also elect (A), (B), (C), (D), or (E) above. In the event the Employer elects only a single payment trigger and/or payment method above, then such single payment trigger and/or payment method shall automatically apply to the Participant. If the employer elects to provide for payment upon a specified date or age, and the employer applies a vesting schedule to amounts that may be subject to such payment trigger(s), the employer must apply a minimum deferral period, the number of years of which must be greater than the number of years required for 100% vesting in any such amounts. If the employer elects to provide for payment upon disability and/or death, and the employer applies a vesting schedule to amounts that may be subject to such payment trigger, the employer must also elect to apply 100% vesting in any such amounts upon disability and/or death.)

(2)	¨	A Participant incurs a Disability when the Participant (Check at least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is elected):
		(A)		¨	is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.
		(B)		¨	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 3 months under an accident and health plan covering employees of the Employer.
		(C	)	¨	is determined to be totally disabled by the Social Security Administration or the Railroad Retirement Board.

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		(D)	¨		is determined to be disabled pursuant to the following disability insurance program: __________ the definition of disability under which complies with the requirements in regulations under Code section 409A.
				(Note: If more than one box above is checked, then the Participant will have a Disability if he satisfies at least one of the descriptions corresponding to one of such checked boxes.)
(3)	¨	Regardless of any payment trigger and, as applicable, payment method, to which the Participant would otherwise be subject pursuant to (1) above, the first to occur of the following Plan-level payment triggers will cause payment to the Participant commencing pursuant to Section 1.07(c)(1) below in a lump sum, provided such Plan-level payment trigger occurs prior to the payment trigger to which the Participant would otherwise be subject.

Payment Trigger
(A)	¨	Separation from Service prior to: ________________________________________
(B)	¨	Separation from Service
(C)	¨	Death
(D)	¨	Change in Control

    (b) Distribution Election Change

A Participant

(1) þ        shall

(2) ¨        shall not

be permitted to modify a scheduled distribution election in accordance with Section 8.01(b) hereof.

    (c) Commencement of Distributions

(1) Each lump sum distribution and the first distribution in a series of installment payments (if applicable) shall commence as elected in (A), (B) or (C) below:

(A) þ	Monthly on the 15th day of the month which day next follows the applicable triggering event described in 1.07(a).
(B) ¨	Quarterly on the _____ day of the following months ____________, ______________, _______________, or____________ (list one month in each calendar quarter) which day next follows the applicable triggering event described in 1.07(a).
(C) ¨	Annually on the _____ day of ____________ (month) which day next follows the applicable triggering event described in 1.07(a).

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(Note: Notwithstanding the above: a six-month delay shall be imposed with respect to certain distributions to Specified Employees; a Participant who chooses payment on a Specified Date will choose a month, year or quarter (as applicable) only, and payment will be made on the applicable date elected in (A), (B) or (C) above that falls within such month, year or quarter elected by the Participant.)

(2) The commencement of distributions pursuant to the events elected in Section 1.07(a)(1) and Section 1.07(a)(3) shall be modified by application of the following:

(A)	¨	Separation from Service Event Delay – Separation from Service will be treated as not having occurred for ____ months after the date of such event.
(B)	¨	Plan Level Delay – all distribution events (other than those based on Specified Date or Specified Age) will be treated as not having occurred for _____ days (insert number of days but not more than 30).

(d) Installment Frequency and Duration

If installments are available under the Plan pursuant to Section 1.07(a), a Participant shall be permitted to elect that the installments will be paid (Complete 1 and 2 below):

(1) at the following intervals:

(A)	þ	Monthly commencing on the day elected in Section 1.07(c)(1).
(B)	¨	Quarterly commencing on the day elected in Section1.07(c)(1) (with payments made at three-month intervals thereafter).
(C)	þ	Annually commencing on the day elected in Section 1.07(c)(1).

(2) over the following term(s) (Complete either (A) or (B)):

(A)	þ	Any term of whole years between 2 (minimum of 1) and 10 (maximum of 30).
(B)	¨	Any of the whole year terms selected below.

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¨ 1	¨ 2	¨ 3	¨ 4	¨ 5	¨ 6
¨ 7	¨ 8	¨ 9	¨ 10	¨ 11	¨ 12
¨ 13	¨ 14	¨ 15	¨ 16	¨ 17	¨ 18
¨ 19	¨ 20	¨ 21	¨ 22	¨ 23	¨ 24
¨ 25	¨ 26	¨ 27	¨ 28	¨ 29	¨ 30

(Note: Only elect a term of one year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is elected above.)

(e) Conversion to Lump Sum

¨ Notwithstanding anything herein to the contrary , if the Participant’s vested Account at the time such Account becomes payable to him hereunder does not exceed $             distribution of the Participant’s vested Account shall automatically be made in the form of a single lump sum at the time prescribed in Section 1.07(c)(1).

(f) Distribution Rules Applicable to Pre-effective Date Accruals

¨ Benefits accrued under the Plan (subject to Code section 409A) prior to the date in Section 1.01(b)(1) above are subject to distribution rules not described in Section 1.07(a) through (e), and such rules are described in Attachment A Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES.

1.08 VESTING SCHEDULE

(a)	(1)	The Participant’s vested percentage in Matching Contributions elected in Section 1.05(b) shall be based upon the following schedule and unless Section 1.08(a)(2) is checked below will be based on the elapsed time method as described in Section 7.03(b).
	(2)	¨ Vesting shall be based on the class year method as described in Section 7.03(c).
(b)	(1)	The Participant’s vested percentage in Employer Contributions elected in Section 1.05(c) shall be based upon the following schedule and unless Section 1.08(b)(2) is checked below will be based on the elapsed time method as described in Section 7.03(b).

Years of Service	Vesting %
0	100
1	100

	(2)	¨	Vesting shall be based on the class year method as described in Section 7.03(c).
(c)	¨     Years of Service shall exclude (Check one.):

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(1) ¨ for new plans, service prior to the Effective Date as defined in Section 1.01(b)(2)(A).

(2) ¨ for existing plans converting from another plan document, service prior to the original Effective Date as defined in Section 1.01(b)(2)(B).

(Note: Do not elect to apply this Section 1.08(c) if vesting is based only on the class year method.)

(d) ¨ Notwithstanding anything to the contrary herein, a Participant will forfeit his Matching Contributions and Employer       Contributions (regardless of whether vested) upon the occurrence of the following event(s):

________________________________________________________________________

________________________________________________________________________

(Note: Contributions with respect to Directors, which are 100% vested at all times, are subject to the rule in this subsection (d).)

(e) A Participant will be 100% vested in his Matching Contributions and Employer Contributions upon (Check the appropriate box(es)):

(1) ¨ Retirement eligibility is the date the Participant attains age __ and completes

                    __ Years of Service, as defined in Section 7.03(b).

(2) ¨ Death.

(3) ¨ The date on which the Participant becomes disabled, as determined under Section 1.07(a)(2).

(Note: Participants will automatically vest upon Change in Control if Section 1.07(a)(1)(G) is elected.)

(f) ¨ Years of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall include service with the following employers:

________________________________________________________________________

________________________________________________________________________

1.09 INVESTMENT DECISIONS

A Participant’s Account shall be treated as invested in the Permissible Investments as directed by the Participant unless otherwise provided below:

________________________________________________________________________

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1.10 ADDITIONAL PROVISIONS

The Employer may elect Option below and complete the Superseding Provisions Addendum to describe overriding provisions that are not otherwise reflected in this Adoption Agreement.

þ The Employer has completed the Superseding Provisions Addendum to reflect the provisions of the Plan that supersede provisions of this Adoption Agreement and/or the Basic Plan Document.

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EXECUTION PAGE

(Fidelity’s Copy)

IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed this 28^th day of October, 2008.

Employer	DreamWorks Animation SKG, Inc.
By	/s/ Katherine Kendrick
Title	General Counsel

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AMENDMENT EXECUTION PAGE

(Fidelity’s Copy)

Plan Name:	Dreamworks Animation SKG, Inc. Special Deferral Election Plan (the “Plan”)
Employer:	DreamWorks Animation SKG, Inc.

(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to these execution pages.)

The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:

Section Amended Effective Date

IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.

Employer:	DreamWorks Animation SKG, Inc.
By:	/s/ Katherine Kendrick
Title:	General Counsel
Date:	October 28, 2008

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ATTACHMENT A

Re: PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES

Plan Name: Dreamworks Animation SKG, Inc. Special Deferral Election Plan (the “Plan”)

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ATTACHMENT B

Re: SUPERSEDING PROVISIONS for

Plan Name: Dreamworks Animation SKG, Inc. Special Deferral Election Plan (the “Plan”)

(a) Superseding Provision(s) – The following provisions supersede other provisions of this Adoption Agreement and/or the Basic Plan Document as described below:

1. Section 1.03 of the Adoption Agreement in effect for the Plan is hereby amended in its entirety to read as follows and shall supersede any provision to the contrary in the Adoption Agreement or the Plan:

“Only management personnel and other highly compensated employees of the Employer or the other Related Employers participating in the Plan shall be eligible for participation in the Plan. The Administrator shall have the discretionary authority to select the actual participants in the Plan.”

2. Section 1.07(a)(1) of the Adoption Agreement in effect for the Plan is hereby amended in its entirety to read as follows and shall supersede any provision to the contrary in the Adoption Agreement or the Plan:

                “(1) The form and timing of distributions from the Participant’s vested Account shall be made consistent with the following elections available to the Participant:

A. Permissible Distribution Events

(A) Separation from Service;

(B) A specified date elected by the Participant, provided such date must be at least one year after the date the deferred amount subject to such election would have been paid to Participant in cash in the absence of the deferral election,

(C) The earlier of Separation from Service or an elected date,

(D) The earlier of Separation from Service or a Change in Control,

(E) The earlier of an elected date or a Change in Control, or

(F) The earliest of Separation from Service, an elected date or a Change in Control.

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B. Form of Distribution:

(A) Lump sum

(B) Annual installments over a period not to exceed ten (10) years

(C) Monthly installments over a period not to exceed one hundred twenty (120) months.

                              However, if the applicable distribution event is a Change in Control, then such distribution shall only be made in the form of a lump sum.”

3. Section 1.07(a)(3) of the Adoption Agreement in effect for the Plan is hereby amended in its entirety to read as follows and shall supersede any provision to the contrary in the Adoption Agreement or the Plan:

“Should the Participant die before the entire aggregate balance of his or her vested Account under the Plan is distributed, then the unpaid aggregate balance of that Account shall be paid in a lump sum to his or her designated Beneficiary(ies) under the Plan, whether the Participant’s death occurs before or after one or more distributions are made from that Account pursuant to the distribution event or events elected by the Participant in accordance with Section 1.07(a)(1). Such payment shall be made as soon as administratively practical following the Participant’s death, but in no event later than the later of (i) the end of the calendar year in which the Participant’s death occurs or (ii) the fifteenth (15th) day of the third (3rd) calendar month following the date of the Participant’s death.”

4. Section 1.07(e) of the Adoption Agreement is hereby amended in its entirety to read as follows and shall supersede any provision to the contrary in the Adoption Agreement or the Plan:

“If the aggregate balance of the Participant’s Account is not greater than the applicable dollar amount in effect under Code Section 402(g)(1)(B) at the time of the Participant’s Separation from Service and the Participant is not otherwise at that time participating in any other non-qualified elective account balance plan subject to Code Section 409A and maintained by the Employer or one or more Related Employers, then that balance shall be distributed to the Participant in a lump sum distribution on the fifteenth (15th) day of the month that next follows the date of such Separation from Service or as soon as administratively practical thereafter, whether or not the Participant elected that form of distribution or distribution event, but in no event later than the later of (i) the end of the calendar year in which such Separation from Service occurs or (ii) the fifteenth (15th) day of the third (3rd) calendar month following the date of such Separation from Service.”

5. There is hereby added to the end of Section 9.01 of the Plan the following limitation:

“In addition, no such amendment authorized by the Employer shall affect the distribution provisions in effect for the Participant’s Account, and all amounts deferred prior to the date of any such amendment shall continue to become due and payable in accordance with the distribution provisions of Articles 1 and 8 of the Plan as in effect immediately prior to such amendment.”

6. Except as modified by this Plan Amendment, all the terms and provisions of the Plan, including (without limitation) the Adoption Agreement, shall continue in full force and effect.

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