rexdcp807.htm


     

    EXHIBIT
      10.5                                 




    


     

    


     

    EXECUTIVE
      DEFERRED COMPENSATION PLAN

     

    HNI
      Corporation

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
 

    


    


    


    


    


    As
      Amended and Restated Effective January 1, 2005 to comply with Section
      409A

    of
      the
      Internal Revenue Code

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF CONTENTS

    
      Page

      
         

        
          	 1.
                  Amendment and Restatement	 	 	         1

                                                                            

      

      
        	 	 1.1.    	Amendment
                and Restatement 	
                       
                   1

              
	 	
                 1.2.

              	Purpose	        
                1
	 	
                 1.3.

              	Application
                of the Plan	
                       1

              


      

       

      
        	 2. Definitions	 	 	       1


      

                                                                                                   

      
        
          	 	 2.1.	Definitions	       1
	 	
                   2.2.

                	Gender
                  and Number	       6


        

      

       

      
        
          	 3.
                  Eligibility and Participation	 	 	       6


        

      

       

      
        
          	 	 3.1.	
                  Eligibility

                	      
                    6
	 	 3.2.	
                  Participation

                	        
                  6
	 	
                   3.3.

                	Missing
                  Persons	       6


        

      

       

      
        
          	 4.
                  Establishment and Entries to Accounts	 	 	      7


        

      

       

      
        
          	 	 4.1.	
                  Accounts

                	      7
	 	 4.2	Deferral
                  Election Agreement	      7
	 	 4.3.	Adjustments
                  to Accounts	      9
	 	 4.4.	Commencement
                  and Form of Distribution of Sub-Account	    10
	 	 4.5.	
                  Exceptions
                    to Payment Terms

                	    12
	 	 4.6.	Death
                  Benefit	    14
	 	 4.7.	Funding	    14


        

      

       

      
        
          	 5.
                  Administration	 	 	   15


        

      

       

      
        	 	
                 5.1.

              	Administration	   15
	 	 5.2.	Actions
                of the Committee	   15
	 	 5.3.	Delegation	   15
	 	 5.4.	Expenses 	   15
	 	 5.5.	Reports
                and Records 	   
                15
	 	 5.6.	Valuation
                of Accounts and Account Statements	   16
	 	 5.7.	Indemnification
                and Exculpation	   
                16


      

       

      
        
          	 6.
                  Beneficiary Designation	 	 	   
                  16


        

      

       

      
        
          	 	 6.1.	Designation
                  of Beneficiary	   16
	 	 6.2.	Death
                  of Beneficiary 	   16
	 	 6.3.	Ineffective
                  Designation	   16


        

      

       

      
        	 7.
                Withholding	 	 	   
                16


      

       

      
        
          	 8.
                  Change in Control, Amendment, and Termination	 	 	   17


        

      

       

      
        	 	 8.1.	Change
                in Control	   17
	 	 8.2.	Plan
                Amendment and Termination	   
                17


      

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      
        	 9.
                Claims Procedure	 	 	   17


      

       

      
        
          	 10.
                  Miscellaneous	 	 	   18


        

      

       

      
        
          	 	 10.1.	Unfunded
                  Plan	   18
	 	 10.2.	Nontransferability	   18
	 	 10.3.	Successors	   18
	 	 10.4.	Severability	   18
	 	 10.5.	Applicable
                  Law	   18
	 	 10.6.	No
                  Other Agreements	   19
	 	 10.7.	Incapacity	   19
	 	 10.8.	Counterparts	   19
	 	 10.9.	Electronic
                  Media	   19
	 	 10.10.	Administratively
                  Reasonable	   19
	 	 10.11.	Release 	   19
	 	 10.12.	Notices	   19


        

      

    

    
      
        
           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

           

        

      

      
        ii

        
          

        

      

      
        
        

      

    


    HNI
      Corporation

    Executive
      Deferred Compensation Plan

    


    


    1.           Amendment
      and Restatement

     

    1.1.           Amendment
      and Restatement.  HNI Corporation, an Iowa corporation (the
      "Corporation"), hereby amends and restates, effective as of January 1, 2005
      (the
      "Restatement Date"), the HNI Corporation Executive Deferred Compensation Plan
      (the "Plan") to comply with Section 409A of the Internal Revenue Code and to
      effect certain other changes in its design and operation.  The Plan
      first became effective on February 13, 1986.

     

    1.2.           Purpose.  The
      purpose of the Plan is to give eligible executive employees of the Corporation
      and certain of its Subsidiaries the opportunity to defer the receipt of
      compensation to supplement their retirement savings and to achieve their
      personal financial planning goals.

     

    1.3.           Application
      of the Plan.  The terms of the Plan, as amended and restated
      herein, apply to amounts deferred under the Plan on or after the Restatement
      Date.  Amounts deferred under the Plan before the Restatement Date are
      subject to the terms of the Plan as in effect prior to the Restatement Date;
      provided, however, that Section 4.11 of the Plan (as in effect prior to the
      Restatement Date) is deleted in its entirety as of the Restatement Date, such
      that such section shall no longer apply to any amounts deferred under the Plan,
      whether before or after the Restatement Date.

     

    2.           Definitions

    


    2.1.           Definitions.  Whenever
      used in the Plan, the following terms shall have the meaning set forth below
      and, when the defined meaning is intended, the term is capitalized:

     

    
      	
               

            	
              (a)

            	
              "Account"
                means the device used to measure and determine the amount of benefits
                payable to a Participant or Beneficiary under the Plan.  The
                Corporation shall establish a Cash Account and Stock Account for
                each
                Participant under the Plan, and the term "Account," as used in the
                Plan,
                may refer to either such Account or the aggregate of the two
                Accounts.  In addition, the Corporation shall establish a
                separate Sub-Account under each of the Participant's Cash Account
                and
                Stock Account for each Deferral Election Agreement entered into by
                the
                Participant pursuant to Section
                4.2.

            


    

    


    
      	
               

            	
              (b)

            	
              "Annual
                Bonus," of a Participant for a Plan Year, means the bonus awarded
                by the
                Employer to a Participant in cash or Stock for services performed
                by the
                Participant during the Plan Year, as provided in the HNI Corporation
                Executive Bonus Plan, or any successor plan
                thereto.

            


    

    


    
      	
               

            	
              (c)

            	
              "Base
                Salary," of a Participant for a Plan Year, means the base salary,
                including all regular basic wages before reduction for any amounts
                deferred on a tax-qualified or nonqualified basis, payable in cash
                to the
                Participant for services rendered to an Employer during the Plan
                Year.  Base Salary shall exclude bonuses, incentive
                compensation, special fees or awards, allowances, or any other form
                of
                premium or incentive pay, or amounts designated by an Employer as
                payment
                toward or reimbursement of
                expenses.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (d)

            	
              "Beneficiary"
                means the persons or entities designated by a Participant in writing
                pursuant to Article 6 of the Plan as being entitled to receive any
                benefit
                payable under the Plan by reason of the death of a Participant, or,
                in the
                absence of such designation, the Participant's estate (pursuant to
                the
                rules specified in Article 6).

            


    

    


    
      	
               

            	
              (e)

            	
              "Board
                of Directors" means the board of directors of the
                Corporation.

            


    

    


    
      	
               

            	
              (f)

            	
              "Change
                in Control" means:

            


    

    


    (i)           the
      acquisition by any individual, entity or group (with the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (A)
      the
      then outstanding shares of common stock of the Corporation (the "Outstanding
      Corporation Common Stock") or (B) the combined voting power of the then
      outstanding voting securities of the Corporation entitled to vote generally
      in
      the election of Directors (the "Outstanding Corporation Voting Securities");
      provided, however, that for purposes of this subsection (i), the following
      acquisitions shall not constitute a Change in Control:  (I) any
      acquisition directly from the Corporation; (II) any acquisition by the
      Corporation; (III) any acquisition by any employee benefit plan (or related
      trust) sponsored or maintained by the Corporation or any corporation controlled
      by the Corporation; or (IV) any acquisition by any corporation pursuant to
      a
      transaction which complies with clauses (A), (B) and (C) of subsection (iii)
      of
      this paragraph; or

     

    (ii)          
      individuals who, as of the date hereof, constitute the Board (the "Incumbent
      Board") cease for any reason to constitute a majority of the Board; provided,
      however, that any individual becoming a Director subsequent to the date hereof
      whose election, or nomination for election by the Corporation's shareholders,
      was approved by a vote of a majority of the Directors then comprising the
      Incumbent Board shall be considered as though such individual were a member
      of
      the Incumbent Board, but excluding, for this purpose, any such individual whose
      initial assumption of office occurs as a result of an actual or threatened
      election contest with respect to the election or removal of Directors or other
      actual or threatened solicitation
      of proxies or consents by or on behalf of a Person other than the Board;
      or


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (iii)           consummation
      of a reorganization, merger or consolidation or sale or other disposition of
      all
      or substantially all of the assets of the Corporation (a "Business
      Combination"), in each case, unless, following such Business
      Combination:  (A) all or substantially all of the individuals and
      entities who were the beneficial owners, respectively, of the Outstanding
      Corporation Common Stock and Outstanding Corporation Voting Securities
      immediately prior to such Business Combination beneficially own, directly or
      indirectly, 50% or more of, respectively, the then outstanding shares of common
      stock and the combined voting power of the then outstanding voting securities
      entitled to vote generally in the election of Directors, as the case may be,
      of
      the corporation resulting from such Business Combination (including, without
      limitation, a corporation which as a result of such transaction owns the
      Corporation or all or substantially all of the Corporation's assets either
      directly or through one or more subsidiaries) in substantially the same
      proportions as their ownership, immediately prior to such Business Combination
      of the Outstanding Corporation Common Stock and Outstanding Corporation Voting
      Securities, as the case may be; (B) no Person (excluding any corporation
      resulting from such Business Combination or any employee benefit plan (or
      related trust) of the Corporation or such corporation resulting from such
      Business Combination) beneficially owns, directly or indirectly, 35% or more
      of,
      respectively, the then outstanding shares of common stock of the corporation
      resulting from such Business Combination or the combined voting power of the
      then outstanding voting securities of such corporation except to the extent
      that
      such ownership existed prior to the Business Combination; and (C) at least
      a
      majority of the members of the board of directors of the corporation resulting
      from such Business Combination were members of the Incumbent Board at the time
      of the execution of the initial agreement, or of the action of the Board,
      providing for such Business Combination.

    


    
      	
               

            	
              (g)

            	
              "Code"
                means the Internal Revenue Code of 1986, as amended from time to
                time, or
                any successor thereto.

            


    

    


    
      	
               

            	
              (h)

            	
              "Committee"
                means the Human Resources and Compensation Committee of the Board
                of
                Directors or a delegate of such
                Committee.

            


    

    


    
      	
               

            	
              (i)

            	
              "Compensation"
                means the remuneration paid or awarded to the Participant by an Employer
                as Base Salary, Annual Bonus, or LTP
                Award.

            


    

    


    
      	
               

            	
              (j)

            	
              "Corporation"
                means HNI Corporation, an Iowa
                corporation.

            


    

     

    
      	
               

            	
              (k)

            	
              "Deferral
                Election Agreement" means the agreement described in Section 4.2
                in which
                the Participant designates the amount of his or her Compensation,
                if any,
                that he or she wishes to contribute to the Plan and acknowledges
                and
                agrees to the terms of the Plan.

            


    

      

        

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

       

    
      	
               

            	
              (l)

            	
              "Elective
                Deferral" means a contribution to the Plan made by a Participant
                pursuant
                to a Deferral Election Agreement that the Participant enters into
                with the
                Corporation.  Elective Deferrals shall be made according to the
                terms of the Plan set forth in Section
                4.2.

            


    

    


    
      	
               

            	
              (m)

            	
              "Employer"
                means the Corporation, any Subsidiary that adopts the Plan, and any
                entity
                that continues the Plan as a successor under Section
                10.3.

            


    

    


    
      	
               

            	
              (n)

            	
              "Enrollment
                Period" means the period designated by the Corporation during which
                a
                Deferral Election Agreement may be entered into with respect to an
                eligible employee's future Compensation as described in Section
                4.2.  Generally, the Enrollment Period must end no later than
                the end of the calendar year before the calendar year in which the
                services giving rise to the Compensation to be deferred are
                performed.  As described in Section 4.2, an exception may be
                made to this requirement for individuals who first become eligible
                to
                participate in the Plan and for Elective Deferrals from Compensation
                considered to be Performance-Based Compensation, as determined by
                the
                Committee or by the Vice-President, Member and Community Relations,
                from
                time to time.

            


    

    


    
      	
               

            	
              (o)

            	
              "ERISA"
                means the Employee Retirement Income Security Act of 1974, as amended
                from
                time to time, or any successor
                thereto.

            


    

    


    
      	
               

            	
              (p)

            	
              "Fair
                Market Value," of a share of Stock, means the average of the high
                and low
                transaction prices of the share as reported on the New York Stock
                Exchange
                on the date as of which such value is being determined, or, if there
                shall
                be no reported transactions for such date, on the next preceding
                date for
                which transactions were reported; provided, however, that if Fair
                Market
                Value for any date cannot be so determined, Fair Market Value shall
                be
                determined by the Committee by whatever means or method as the Committee,
                in the good faith exercise of its discretion, shall at such time
                deem
                reasonable and within the meaning of Code Section 409A and the regulations
                thereunder.

            


    

    


    
      	
               

            	
              (q)

            	
              "LTP
                Award," of a Participant for a performance period, means the amount
                payable to the Participant in cash or Stock for the performance period
                pursuant to the HNI Corporation Long-Term Performance Plan.  The
                performance period for an LTP Award shall be set forth in the HNI
                Corporation Long-Term Performance
                Plan.

            


    

    


    
      	
               

            	
              (r)

            	
              "Participant"
                means an individual who satisfies the requirements of Section 3.1
                and who
                has entered into a Deferral Election
                Agreement.

            


    

     

    
      	
               

            	
              (s)

            	
              "Performance-Based
                Compensation," of a Participant for a period, means incentive compensation
                of the Participant for such period where the amount of, or entitlement
                to,
                the incentive compensation is contingent on the satisfaction of
                pre-established organizational or individual performance criteria
                relating
                to a performance period of at least 12 consecutive months in which
                the
                Participant performs services.  Organizational or individual
                performance criteria are considered pre-established if established
                in
                writing by not later than 90 days after the commencement of the period
                of
                service to which the criteria relate, provided that the outcome is
                substantially uncertain at the time the criteria are
                established.  Performance-based compensation may include payment
                based on performance criteria that are not approved by the Board
                of
                Directors or the Committee or by the stockholders of the
                Corporation.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (t)

            	
              "Plan
                Year" means the consecutive 12-month period beginning each January
                1 and
                ending December 31.

            


    

    


    
      	
               

            	
              (u)

            	
              "Prime
                Rate" means the interest rate charged by the Northern Trust Corporation,
                Chicago, Illinois, on corporate loans made to their best customers
                as of
                the first business day coincident with or immediately following the
                first
                day of each Plan Year.

            


    

    


    
      	
               

            	
              (v)

            	
              "Qualified
                Domestic Relations Order" has the same meaning as in Section 414(p)
                of the
                Code.

            


    

    


    
      	
               

            	
              (w)

            	
              "Restatement
                Date" means January 1, 2005.

            


    

    


    
      	
               

            	
              (x)

            	
              "Retirement,"
                of a Participant, means the Participant's Separation from Service
                with the
                Corporation and its Subsidiaries on or after the attainment of age
                55 with ten years of service with an
                Employer.  The Chief Executive Officer of the Corporation, in
                his or her discretion, may waive or reduce the ten-year service
                requirement with respect a Participant; provided that any such waiver
                or
                reduction is made before the eligible executive employee becomes
                a
                Participant or, with respect to each Deferral Election Agreement,
                before
                the last day of the Enrollment Period for the Plan Year for which
                the
                agreement is made.

            


    

    


    
      	
               

            	
              (y)

            	
              "Separation
                from Service," of a Participant, means the Participant's separation
                from
                service with the Corporation and all of its affiliates, within the
                meaning
                of Section 409A(a)(2)(A)(i) of the Code and the regulations
                thereunder.  Solely for these purposes, a Participant will be
                considered to have a Separation from Service when the Participant
                dies,
                retires, or otherwise has a termination of employment  with all
                affiliates.  The employment relationship is treated as
                continuing intact while the Participant is on military leave, sick
                leave,
                or other bona fide leave of absence (such as temporary employment
                by the
                government) if the period of such leave does not exceed six months,
                or if
                longer, so long as the individual's rights to reemployment
                with the Corporation or any affiliate is provided either by statute
                or by
                contract.  If the period of leave exceeds six months and the
                individual's right to re-employment is not provided either by statute
                or
                contract, the employment relationship is deemed to terminate on the
                first
                date immediately following such six-month period.  Whether a
                termination of employment has occurred is based on the facts and
                circumstances.

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              (z)

            	
              "Specified
                Employee" means a "key employee" (as defined in Section 416(i) of
                the Code
                without regard to Section 416(i)(5)) of the Corporation.  For
                purposes hereof, an employee is a key employee if the employee meets
                the
                requirements of Section 416(1)(A)(i), (ii) or (iii) (applied in accordance
                with the regulations thereunder and disregarding Section 416(i)(5))
                at any
                time during the 12-month period ending on December 31.  If a
                person is a key employee as of such date, the person is treated as
                a
                Specified Employee for the 12-month period beginning on the first
                day of
                the fourth month following such
                date

            


    

    


    
      	
               

            	
              (aa)

            	
              "Subsidiary"
                means a corporation which is wholly owned by the
                Corporation.

            


    

    


    
      	
               

            	
              (bb)

            	
              "Stock"
                means the Corporation's common stock, $1.00 par
                value.

            


    

    


    
      	
               

            	
              (cc)

            	
              "Stock
                Unit" means the notational unit representing the right to receive
                one
                share of  Stock.

            


    

    


    2.2.           Gender
      and Number.  Except when otherwise indicated by the context, any
      masculine term used in the Plan also shall include the feminine gender; and
      the
      definition of any plural shall include the singular and the singular shall
      include the plural.

     

    3.           Eligibility
      and Participation

     

    3.1.           Eligibility.  Participation
      in the Plan shall be limited to those executive employees of an Employer who
      are
      eligible to participate in the HNI Corporation Executive Bonus
      Plan.

     

    3.2.           Participation.  An
      eligible executive employee shall be notified of his or her eligibility to
      make
      an Elective Deferral under the Plan for a Plan Year prior to the beginning
      of
      the Plan Year, or as soon as administratively possible
      thereafter.  Unless so notified, an employee shall not have the right
      to make Elective Deferrals for a Plan Year, whether or not he or she has been
      permitted to make Elective Deferral for any prior Plan Year.  Further,
      nothing in the Plan shall interfere with or limit in any way the right of an
      Employer to terminate any Participant's employment at any time, nor confer
      upon
      any Participant a right to continue in the employ of an Employer, and all
      Participants shall remain subject to change of salary and other terms of
      employment, transfer, change of job, discipline, layoff, discharge, or any
      other
      change of status.

     

    3.3.           Missing
      Persons.  Each Participant and Beneficiary entitled to receive
      benefits under the Plan shall be obligated to keep the Corporation informed
      of
      his or her current address until all Plan benefits that are due to be paid
      to
      the Participant or Beneficiary have been paid to him or her.  If the
      Corporation is unable to locate the Participant or his or her Beneficiary for
      purposes of making a distribution, the amount of a Participant's benefit under
      the Plan that would otherwise be considered as non-forfeitable shall be
      forfeited effective one year after:  (a) the last date a payment of
      said benefit was made, if at least one such payment was made; or (b) the first
      date a payment of said benefit was due to be made pursuant to the terms of
      the
      Plan, if no payments have been made.  If such person is located after
      the date of such forfeiture, the benefits for such Participant or Beneficiary
      shall not be reinstated hereunder.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
4.           Establishment
      and Entries to Accounts

    
       

    

    4.1.           Accounts.  The
      Committee shall establish two Accounts for each Participant under the Plan
      as
      follows:

     

    (a)           Cash
      Account.  A Participant's Cash Account, as of any date, shall
      consist of the Compensation that the Participant has elected to allocate to
      that
      Account under his or her various Deferral Election Agreements pursuant to
      Section 4.2, increased by earnings thereon pursuant to Section 4.3(a), and
      adjusted to reflect transfers to and from the Account pursuant to Section 4.3(c)
      and distributions from the Account pursuant to Sections 4.4, 4.5 and
      4.6.

     

    (b)           Stock
      Account.  A Participant's Stock Account, as of any date, shall
      consist of the Compensation that the Participant has elected to allocate to
      that
      Account pursuant to Section 4.2, increased with earnings (including dividend
      equivalents) thereon and converted to Stock Units pursuant to Section 4.3(b),
      and adjusted to reflect transfers to and from the Account pursuant to Section
      4.3(c) and distributions from the Account pursuant to Sections 4.4, 4.5 and
      4.6.

     

    The
      Committee shall establish a
      separate Sub-Account under each of these Accounts for each Deferral Election
      Agreement entered into by the Participant pursuant to Section 4.2.  As
      specified in Section 4.2, as part of a Participant's Deferral Election
      Agreement, the Participant shall elect how amounts deferred under each Deferral
      Election Agreement are to be distributed to him or her from among the available
      distribution options described in Section 4.4.   The separate
      Sub-accounts are established to account for the different distribution terms
      that may apply to each Sub-account.  The Corporation may combine
      Sub-accounts that have identical distribution terms, or may establish other
      Sub-accounts for a Participant under the Plan from time to time in its
      discretion, as it deems appropriate or advisable.  A Participant shall
      have a full and immediate nonforfeitable interest in his or her Accounts at
      all
      times.

     

    4.2           Deferral
      Election Agreement.  A Participant wishing to make an Elective
      Deferral under the Plan for a Plan Year shall enter into a Deferral Election
      Agreement during the Enrollment Period immediately preceding the beginning
      of
      the Plan Year.  A separate Deferral Election Agreement must be entered
      into for each Plan Year that a Participant wishes to make Elective Deferrals
      under the Plan.  In order to be effective, the Deferral Election
      Agreement must be completed and submitted to the Committee at the time and
      in
      the manner specified by the Committee, which may be no later than the last
      day
      of the Enrollment Period.  The Committee shall not accept Deferral
      Election Agreements entered into after the end of the Enrollment
      Period.  The Committee may require that a Participant enter into a
      separate Deferral Election Agreement for each component of the Participant's
      Compensation, i.e., Base Compensation, Annual Bonus and LTP Award, that he
      or
      she wishes to defer for a Plan Year.  Except as specified in the
      following two paragraphs, a Deferral Election Agreement will be effective to
      defer Compensation earned after the Deferral Election Agreement is entered
      into,
      and not before.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    For
      the
      Plan Year in which an employee first becomes eligible to participate in the
      Plan, the Committee may, in its discretion, allow the employee to enter into
      a
      Deferral Election Agreement within 30 days after he or she first becomes
      eligible.  In order to be effective, the Deferral Election Agreement
      must be completed and submitted to the Committee on or before the 30-day period
      has elapsed.  The Committee shall not accept Deferral Election
      Agreements entered into after the 30-day period has elapsed.  If the
      employee fails to complete a Deferral Election Agreement by such time, he or
      she
      may enter into a Deferral Election Agreement during any succeeding Enrollment
      Period in accordance with the rules described in the preceding
      paragraph.  For Compensation that is earned based upon a specified
      performance period (for example, the Annual Bonus) where a Deferral Election
      Agreement is entered into in the first year of eligibility but after the
      beginning of the performance period, the Deferral Election Agreement will be
      deemed to apply to Compensation paid for services performed subsequent to the
      date the Deferral Election Agreement is entered into if the Deferral Election
      Agreement applies to the portion of the Compensation equal to the total amount
      of the Compensation for the performance period multiplied by the ratio of the
      number of days remaining in the performance period after the election over
      the
      total number of days in the performance period.  For purposes of the
      exception described in this paragraph, the term "Plan" shall mean the Plan
      and
      any other plan required to be aggregated with the Plan pursuant to Code Section
      409A, and the regulations and other guidance thereunder.  Accordingly,
      if an employee has previously been eligible to participate in a plan required
      to
      be aggregated with the Plan, then the 30-day exception described in this
      paragraph shall not apply to him or her.

    


    Deferral
      Election Agreements for Base Salary and incentive compensation other than
      Performance-Based Compensation shall be completed and submitted to the
      Corporation at the time described above that is ordinarily applicable to
      Deferral Election Agreements (subject to the exception for employees who are
      newly eligible to participate).  Deferral Election Agreements for
      Compensation that is Performance-Based Compensation shall be completed and
      submitted to the Corporation no later than six months before the end of the
      performance period for such Compensation.  The Committee shall
      determine from time to time whether an item of Incentive Compensation is
      considered Performance-Based Compensation for these purposes.

    
       
      For each Deferral Election Agreement the Participant enters into, the
      Participant shall specify:

    


    (a)           The
      component of Compensation, i.e., Base Salary, Annual Bonus or LTP Award, that
      the Participant wishes to contribute as a Deferral Election, and for each such
      component, the amount, by dollar amount or percentage, of Compensation otherwise
      payable to the Participant in cash that the Participant wishes to contribute
      as
      and Elective Deferral, and the amount, by number of shares or percentage, of
      Compensation otherwise payable to the Participant in Stock that the Participant
      wishes to contribute as and Elective Deferral;

     

    (b)    The
      manner in which
      the amount in (a), above, is to be allocated between the Participant's Cash
      Account and Stock Account, by dollar amount or percentage; provided, however,
      that in the case of Compensation otherwise payable to the Participant in Stock,
      the Compensation shall automatically be allocated to the Stock Account;
      and

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (c)    The
      time and manner
      of distribution (consistent with the requirements of Section 4.4) of the
      Sub-account established with respect to the Deferral Election
      Agreement.

     

    The
      Committee may from time to time
      establish a minimum amount that may be deferred by a Participant pursuant to
      this Section 4.2 for any Plan Year.  Notwithstanding anything in this
      Section 4.2 to the contrary, in all events a Participant's remaining
      Compensation, after all Elective Deferrals, must be sufficient to enable the
      Corporation to withhold from the Participant's Compensation:  (a) any
      amounts necessary to satisfy withholding requirements under applicable tax
      law;
      and (b) the amount of any contributions that the Participant may be required
      to
      make or may have elected to make under the Corporation's various benefit
      plans.

    


    Elective
      Deferrals shall be credited to
      the Participant's Cash Account or Stock Account, as the case may be, as soon
      as
      administratively reasonable after the Compensation would have been paid to
      the
      Participant had the Participant not elected to defer it under the
      Plan.

    


    In
      general, a Deferral Election
      Agreement shall become irrevocable as of the last day of the Enrollment Period
      applicable to it.  However, if a Participant incurs an "unforeseeable
      emergency," as defined in Section 4.5(c)(ii), or becomes entitled to receive
      a
      hardship distribution pursuant to Treas. Reg. Section 1.401(k)-1(d)(3) after
      the
      Deferral Election Agreement otherwise becomes irrevocable, the Deferral Election
      Agreement shall be cancelled as of the date on which the Participant is
      determined to have incurred the unforeseeable emergency or becomes eligible
      to
      receive the hardship distribution and no further Elective Deferrals will be
      made
      under it.

    


    4.3.           Adjustments
      to Accounts.

    
       

      (a)    The
        Participant's
        Cash Account shall be credited with earnings as of the last day of each
        month.  The amount so credited shall be the product of: (i) the Cash
Account
        balance as of such date (less any contributions credited to the Account during
        the month); and (ii) 1/12 of the sum of (A) the Prime Rate (in effect for
        the
        Plan Year) and (B) one percentage point.

       

      (b)    The
        Elective
        Deferrals allocable to a Participant's Stock Account under a Deferral Election
        Agreement shall be converted to Stock Units.   In the case of
        Elective Deferrals of Compensation otherwise payable to the Participant in
        cash,
        the conversion shall occur on the last day of the month (the "conversion
        date")
        coincident with or next following the date on which the Elective Deferrals
        are
        credited to the Stock Account.  On the conversion date, the Elective
        Deferrals shall be converted to a number of whole and fractional Stock Units
        determined by dividing the Elective Deferrals (plus earnings) by the Fair
        Market
        Value of a share of Stock on the conversion date.  In the case of
        Elective Deferrals of Compensation otherwise payable to the Participant in
        Stock, the conversion shall occur at the time the Elective Deferrals are
        credited to the Stock Account pursuant to Section 4.2, with the number of
        Stock
        Units so credited equal to the number of shares of Stock that the Participant
        has elected to defer pursuant to the Deferral Election Agreement.  On
        each date on which the Corporation pays a cash dividend (the "dividend date"),
        the Stock Account shall be credited with an additional number of Stock Units
        determined by dividing the dollar amount that the Corporation would have
        paid as
        a dividend if the Stock Units held in the Participant's Stock Account as
        of the
        record date for the dividend were actual shares of Stock divided by the Fair
        Market Value of a share of Stock on the dividend date.  Appropriate
        adjustments in the Stock Account shall be made as equitably required to prevent
        dilution or enlargement of the Account from any Stock dividend, Stock split,
        reorganization or other such corporate transaction or event.

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (c)           A
      Participant may transfer amounts from a Cash Sub-account to a Stock Sub-account
      and from a Stock Sub-account to a Cash Sub-account pursuant to this Section
      4.3(c).  Once each calendar quarter, during the trading window
      selected by management for Section 16 officers of the Corporation, each
      Participant may enter into an election to:

     

    (i)           Convert
      all or any portion of the Stock Units credited to a Stock Sub-account to an
      equivalent hypothetical cash amount, by multiplying the Fair Market Value of
      a
      share of Stock on the date the election is received by the Corporation by the
      number to Stock Units to be converted, and credit such hypothetical cash amount
      to a Cash Sub-account; or

     

    (ii)           Convert
      all or any portion of the amount credited to a Cash Sub-account to an equivalent
      number of Stock Units, by dividing the dollar amount to be converted by the
      Fair
      Market Value of a share of Stock on the date the election is received by the
      Corporation, and credit such Stock Units to a Stock Sub-account.

     

    
      	 	
              All
                transfers described in this Section 4.3(c) must be made between
                Sub-accounts that have identical distribution terms, that is, a
                Participant may transfer an amount from a Cash Sub-Account to a Stock
                Sub-Account and visa versa only if the Sub-accounts provide for
                distribution in the same manner and at the same time as one
                another.

            



     

        4.4.           Commencement
      and Form of Distribution of Sub-Account.  As stated in Section
      4.2(c), above, as part of his or her Deferral Election Agreement, a Participant
      shall elect:  (a) the date on which distribution of each Sub-Account
      established for him or her under the Plan is to commence, which date may be
      no
      earlier than one year following the end of the Plan Year in which the
      Compensation deferred under the Deferral Election Agreement would otherwise
      have
      been paid to the Participant; and (b) the form of distribution of each such
      Sub-Account from the available distribution forms set forth below:

     

    (a)           a
      single sum payment; or

     

    (b)           monthly,
      quarterly or annual installment payments:

     

    (i)    in
      the case
      of a Cash Sub-account,

     

    (A)    of
      a
      specified dollar amount, or

     

    
      
        
        

      

      
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    (B)    over
      a
      specified period; or

     

    (ii)    in
      the case
      of a Stock Sub-account,

     

    (A)    of
      a number
      of shares of Stock equal to a specified dollar amount;

     

    (B)    of
      a
      specified number of shares of Stock; or

     

    (C)    over
      a
      specified period.

     

    All
      distributions from Cash Sub-accounts shall be paid in the form of
      cash.  All distributions from Stock Sub-accounts shall be paid in the
      form of Stock (with each Stock Unit converted to one share of Stock at the
      time
      of distribution).

     

    In
      the
      case of a Participant who elects to receive a Sub-Account in the form of
      installments, earnings and dividends shall be credited to the Participant's
      Sub-account in the manner provided in Section 4.3(a) and (b) during the payment
      period.

     

    If
      the
      Participant elects to receive payment of a Sub-Account in the form of annual
      installments, the initial installment payment shall be made on January 15 of
      the
      Plan Year selected by the Participant.  The remaining annual
      installment payments shall be made on January 15 of each year thereafter until
      the Participant's entire Sub-account has been paid.

     

    If
      the
      Participant elects to receive payment in the form of monthly or quarterly
      installments, the installment payments shall commence on the first day of the
      first month or quarter (as the case may be) of the Plan Year selected by the
      Participant and will continue to be made
      on
      the first day of each month or quarter (as the case may be) thereafter until
      the
      Participant's entire Sub-account has been paid.

     

    In
      the
      case of a Participant who elects to receive installment payments of a specified
      dollar amount from a Cash Sub-Account, the amount of each installment payment
      will equal such specified dollar amount until the Sub-Account is exhausted,
      with
      the last installment consisting of the balance in the Sub-account.  In
      the case of a Participant who elects to receive installment payments of a number
      of shares of Stock equal to a specified dollar amount, the number of shares
      to
      be distributed in each installment payment shall be determined by dividing
      such
      specified dollar amount by the Fair Market Value of a share of Stock on the
      distribution date, with the last installment consisting of the balance in the
      Sub-account.

     

    In
      the
      case of a Participant who elects to receive installment payments over a
      specified period from a Cash Sub-Account or Stock Sub-Account, the amount of
      each installment payment shall be equal to the cash balance or number of Stock
      Units (as the case may be) in the Participant's Sub-account immediately prior
      to
      the installment payment, multiplied by a fraction, the numerator of which is
      one, and the denominator of which is the number of installment payments
      remaining, with the last installment consisting of the balance of the
      Participant's Sub-account.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    In
      the
      case of a Participant who elects to receive installment payments from a
      Stock-Sub-account equal to a specified number of shares, each installment
      payment shall consist of such specified number, with the last installment
      consisting of the balance of the Participant's Sub-account.

     

    Notwithstanding
      anything in this Section 4.4 to the contrary, a Participant who elects to
      receive a Sub-account in installments must elect a payment amount that results
      in a total annual Plan payment from all Sub-accounts (of cash, Stock or both)
      that equals at least $25,000.  If, on January 15 of a Plan Year, the
      balance of a Participant's Sub-account then being distributed in the form of
      monthly or quarterly installments is less than $25,000, the entire balance
      will
      be paid to the Participant in a single sum as soon as administratively
      reasonable after such date.  In any event, the remaining balance of a
      Participant's Account shall be paid on the 25th anniversary of the first
      payment.

     

    A
      Participant may modify an election for payment of a Sub-account to postpone
      the
      commencement date and change the form of payment to another form permitted
      under
      the Plan.  In order to be effective, the requested modification
      must:  (a) be in writing and be submitted to the Corporation at the
      time and in the manner specified by the Committee; (b) not take effect for
      at
      least 12 months from the date on which it is submitted to the Corporation;
      (c)
      be submitted to the Corporation at least 12 months prior to the then scheduled
      distribution commencement date ("original distribution date"); and (d) specify
      a
      new distribution commencement date that is no earlier than five years after
      the
      original distribution date.  For purposes hereof, if the original
      distribution date is a Plan Year rather than a specified date within a Plan
      Year, the original distribution date shall be deemed to be the first day of
      the
      Plan Year.

     

    4.5.           Exceptions
      to Payment Terms.  Notwithstanding anything in this Article 4 or a
      Participant's Deferral Election Agreement
      (as may be modified pursuant to Section 4.4) to the contrary, the following
      terms, if applicable, shall apply to the payment of a Participant's
      Sub-accounts.

    


    (a)           Separation
      from Service for Reasons Other than Retirement or Death.  If a
      Participant has a Separation from Service for reasons other than Retirement
      or
      death, all of the Participant's Sub-accounts (or the remaining balances thereof
      if distribution has already commenced) will be distributed to him or her in
      a
      single sum (regardless of the form otherwise elected by the Participant) within
      ninety (90) days following the Participant's Separation from
      Service.

    


    (b)           Delay
      in Distributions.

    


    (i)           If
      the Participant is a Specified Employee, any Plan distributions that are
      otherwise to commence on the Participant's Separation from Service shall
      commence after the Participant's Separation from Service on the date immediately
      following the six-month anniversary of the Separation from Service or, if
      earlier, on the date of the Participant's death.  In this case, the
      first payment following the period of delay required by this Section 4.5(b)(i)
      shall be increased by any amount that would otherwise have been payable to
      the
      Participant under the Plan during the delay period.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (ii)           The
      Corporation shall delay the distribution of any amount otherwise required to
      be
      distributed under the Plan if, and to the extent that, the Corporation
      reasonably anticipates that the Corporation's deduction with respect to such
      distribution otherwise would be limited or eliminated by application of Section
      162(m) of the Code.  In such event, (A) if any payment is delayed
      during any year on account of Code Section 162(m), then all payments that could
      be delayed on account of Code Section 162(m) during such year must also be
      delayed; (B) such delayed payments must be paid either (1) in the first year
      in
      which the Corporation reasonably anticipates the payment to be deductible,
      or
      (2) the period beginning on the date of the Participant's Separation from
      Service and ending on the later of the end of the Participant's year of
      separation of the fifteenth (15th) day of the third month after such separation;
      and (C) if payment is delayed to the date of Separation from Service with
      respect to a Participant who is a Specified Employee, such payment shall
      commence after such Participant's Separation from Service on the date
      immediately following the six-month anniversary of the Separation from Service,
      or if earlier, on the date of the Participant's death.

    


    (iii)           The
      Corporation shall delay the distribution of any amount otherwise required to
      be
      distributed under the Plan if, and to the extent that, the Corporation
      reasonably anticipates that the making of the distribution would violate Federal
      securities laws or other applicable law.  In such event, the
      distribution will be made at the earliest date on which the
      Corporation reasonably anticipates that the making of the distribution will
      not
      cause such a violation.

    
(c)           Acceleration
      of Distributions.  All or a portion of a Participant's
      Sub-accounts may be distributed at an earlier time and in a different form
      than
      specified in this Article 4:

    


    (i)           As
      may be necessary to fulfill a Qualified Domestic Relations Order or a
      certificate of divestiture (as defined in Code Section 1043(b)(2)).

     

    (ii)           If
      the Participant or Beneficiary has an unforeseeable emergency.  For
      these purposes an "unforeseeable emergency" is a severe financial hardship
      of
      the Participant resulting from an illness or accident of the Participant or
      the
      Participant's spouse, Beneficiary or dependent (as defined in Section 152(a)
      of
      the Code, without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)), loss
      of
      the Participant's property due to casualty (including the need to rebuild a
      home
      following damage to a home not otherwise covered by insurance, for example,
      not
      as a result of a natural disaster); or other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the control
      of
      the Participant.  For example, the imminent foreclosure of or eviction
      from the Participant's primary residence may constitute an unforeseeable
      emergency.  In addition, the need to pay for medical expenses,
      including non-refundable deductibles, as well as for the cost of prescription
      drug medication, may constitute an unforeseeable emergency.  Finally,
      the need to pay for funeral expenses of a spouse, Beneficiary or a dependent
      (as
      defined in Section 152(a) of the Code, without regard to Section 152(b)(1),
      (b)(2) and (d)(1)(B)) may also constitute an unforeseeable
      emergency.  Except as otherwise provided in this paragraph (c)(ii),
      the purchase of a home and the payment of college tuition are not unforeseeable
      emergencies.  Whether a Participant is faced with an unforeseeable
      emergency permitting a distribution under this paragraph (c)(ii) is to be
      determined based on the relevant facts and circumstances of each case, but,
      in
      any case a distribution on account of an unforeseeable emergency may not be
      made
      to the extent that such emergency is or may be relieved through reimbursement
      or
      compensation from insurance or otherwise, by liquidation of the Participant's
      assets, to the extent the liquidation of such assets would not cause severe
      financial hardship, or by cessation of Elective Deferrals.

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Distributions
      because of an
      unforeseeable emergency must be limited to the amount reasonably necessary
      to
      satisfy the emergency need (which may include amounts necessary to pay any
      Federal, state, or local income taxes or penalties reasonably anticipated to
      result from the distribution).  Determinations of the amounts
      reasonably necessary to satisfy
      the emergency need must take into account any additional compensation that
      is
      available due to the Participant's cancellation of a Deferral Election Agreement
      due to an unforeseeable emergency pursuant to Section 4.2.  However,
      the determination of amounts reasonably necessary to satisfy the emergency
      need
      is not required to take into account any additional compensation that due to
      the
      unforeseeable emergency is available under another nonqualified deferred
      compensation plan but has not actually been paid.

     

    (iii)           Due
      to a failure of the Plan to satisfy Section 409A with respect to the
      Participant, but only to the extent an amount is required to be included in
      the
      Participant's income as a result of such failure.

    


    4.6.           Death
      Benefit.  If a Participant dies with all or a portion of his or
      her Account unpaid, the remaining amount shall be paid to his or her
      Beneficiary, as designated in accordance with Article 7, in the form (single
      sum
      or installments) and time elected by the Participant under Sections 4.2 and
      4.4.

     

    4.7.           Funding.  An
      Employer's obligations under the Plan shall in every case be an unfunded and
      unsecured promise to pay.  Each Participant's or Beneficiary's rights
      under the Plan shall be no greater than those of a general, unsecured creditor
      of an Employer.  The amount of each Participant's Account shall be
      reflected on the accounting records of the Corporation but shall not be
      construed to create, or require the creation of, a trust, custodial or escrow
      account.  No Participant shall have any right, title, or interest
      whatsoever in or to any investment reserves, accounts, or funds that an Employer
      may purchase, establish, or accumulate, and, except as provided in Section
      8.1,
      no Plan provision or action taken pursuant to the Plan shall create or be
      construed to create a trust or a fiduciary relationship of any kind between
      an
      Employer and a Participant or any other person.  All amounts paid
      under the Plan shall be paid in cash or Stock from the general assets of an
      Employer, and an Employer shall not be obligated under any circumstances to
      fund
      its financial obligations under the Plan.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    5.           Administration

     

    5.1.           Administration.  The
      Plan shall be administered by the Committee.  In addition to the other
      powers granted under the Plan, the Committee shall have all powers necessary
      to
      administer the Plan, including, without limitation, powers:

    


    (a)           to
      interpret the provisions of the Plan;

    


    (b)           to
      establish and revise the method of accounting for the Plan and to maintain
      the
      Accounts; and

    


    (c)           to
      establish rules for the administration of the Plan and to prescribe any forms
      required to administer the Plan.

     

    
      5.2.           Actions
        of the Committee.  The Committee (including any person or entity
        to whom the Committee has delegated duties, responsibilities or authority,
        to
        the extent of such delegation) has total and complete discretionary authority
        to
        determine conclusively for all parties all questions arising in the
        administration of the Plan, to interpret and construe the terms of the Plan,
        and
        to determine all questions of eligibility and status of employees, Participants
        and Beneficiaries under the Plan and their respective
        interests.  Subject to the claims procedures of Article 9, all
        determinations, interpretations, rules and decisions of the Committee (including
        those made or established by any person or entity to whom the Committee has
        delegated duties, responsibilities or authority, if made or established pursuant
        to such delegation) are conclusive and binding upon all persons having or
        claiming to have any interest or right under the Plan.

       

    

    5.3.           Delegation.  The
      Committee, or any officer or other employee of the Corporation designated by
      the
      Committee, shall have the power to delegate specific duties and responsibilities
      to officers or other employees of the Corporation or other individuals or
      entities.  Any delegation may be rescinded by the Committee at any
      time.  Each person or entity to whom a duty or responsibility has been
      delegated shall be responsible for the exercise of such duty or responsibility
      and shall not be responsible for any act or failure to act of any other person
      or entity.

    


    5.4.           Expenses.  The
      expenses of administering the Plan shall be borne by the
      Corporation.

     

    5.5.           Reports
      and Records.  The Committee, and those to whom the Committee has
      delegated duties under the Plan, shall keep records of all their proceedings
      and
      actions and shall maintain books of account, records, and other data as shall
      be
      necessary for the proper administration of the Plan and for compliance with
      applicable law.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    5.6.           Valuation
      of Accounts and Account Statements.  As of each valuation date,
      the Committee shall adjust the previous Account balances of each Participant
      for
      Elective Deferrals, distributions, and investment gains and losses.  A
      "valuation date," for these purposes, is the last day of each calendar quarter,
      and such other dates as the Committee may designate from time to time in its
      discretion.  The Committee shall provide each Participant with a
      statement of his or her Account balances on a quarterly basis.

     

    5.7.           Indemnification
      and Exculpation.  The agents, officers, directors, and employees
      of the Corporation and its Subsidiaries and the Committee shall be indemnified
      and held harmless by the Corporation against and from any and all loss, cost,
      liability, or expense that may be imposed upon or reasonably incurred by them
      in
      connection with or resulting from any claim, action, suit, or proceeding to
      which they may be a party or in which they may be involved by reason of any
      action taken or failure to act under the Plan and against and from any and
      all
      amounts paid by them in settlement (with the Corporation's
      written approval) or paid by them in satisfaction of a judgment in any such
      action, suit or proceeding.  The foregoing provision shall not be
      applicable to any person if the loss, cost, liability, or expense is due to
      such
      person's gross negligence or willful misconduct.

     

    6.           Beneficiary
      Designation

     

    6.1.           Designation
      of Beneficiary.  Each Participant shall be entitled to designate a
      Beneficiary or Beneficiaries who, upon the Participant's death, will receive
      the
      amounts that otherwise would have been paid to the Participant under the
      Plan.  All designations shall be signed by the Participant and shall
      be in a form prescribed by the Committee.  The Participant may change
      his or her designation of Beneficiary at any time, on a form prescribed by
      the
      Committee.  The filing of a new Beneficiary designation form by a
      Participant shall automatically revoke all prior designations by that
      Participant.

     

    6.2.           Death
      of Beneficiary.  In the event that all the Beneficiaries named by
      a Participant pursuant to Section 6.1 predecease the Participant the amounts
      that would have been paid to the Participant under the Plan shall be paid to
      the
      Participant's estate.

     

    6.3.           Ineffective
      Designation.  In the event the Participant does not designate a
      Beneficiary, or for any reason such designation is ineffective in whole or
      in
      part, the ineffectively designated amounts shall be paid to the Participant's
      estate.

     

    7.           Withholding
      

     

    The
      Corporation shall reduce the amount
      of any cash payment under the Plan and an Employer may reduce the amount of
      any
      other compensation payable to a Participant to the extent the Corporation or
      Employer deems appropriate for Federal, state or local tax withholding or other
      purposes required by law.  The Corporation shall reduce the amount of
      any Stock payment under the Plan to the extent the Corporation deems appropriate
      for Federal, state or local tax withholding, based upon the supplemental wage
      withholding rate, or for other purposes required by law.

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    8.           Change
      in Control, Amendment, and Termination

     

    8.1.           Change
      in Control.

     

    (a)           Retention
      of Plan Benefits.  A Participant shall retain rights to payment of
      all amounts credited to his or her Accounts under the Plan, including earnings
      pursuant to Section 4.3, in the event of a Change in Control.

     

    (b)           Contributions
      to Trust.  Notwithstanding anything in Section 4.7 to the
      contrary, the Corporation shall be obligated not later than upon the occurrence
      of a Change in Control, to transfer assets to one or more irrevocable grantor
      trusts established by the Corporation in an amount at least sufficient to
      provide for the obligations of the Employers
      under the Plan as of the date of such transfer.  The assets of any
      such trust shall at all times be subject to the claims of the general unsecured
      creditors of the Employers and not be subject to the prior claim of any
      Participant or Beneficiary under the Plan.  Any such trust so
      established and the rights and obligations of any individual, the Employers,
      and
      the trustee in such trust shall be governed exclusively by such trust; provided
      that the provisions of the Plan shall govern exclusively the rights of a
      Participant or Beneficiary to benefits under the Plan

     

    8.2.           Plan
      Amendment and Termination.  The Board of Directors or the
      Committee has the authority to amend, modify, and/or terminate the Plan at
      any
      time. No amendment or termination of the Plan shall in any manner reduce the
      Account balance any Participant without the consent of the Participant (or
      if
      the Participant has died, his or her Beneficiary).  Without limiting
      the foregoing, the Board of Directors may, in its sole
      discretion:  (a) freeze the Plan by precluding any further Elective
      Deferrals and/or other credits, but otherwise maintain the balance of the
      provisions of the Plan; or (b) terminate the Plan in its entirety and distribute
      the Participant's Accounts at an earlier date and in a different form than
      otherwise provided under the Plan, provided that such termination and
      distribution comply with the requirements of Section 409A of the
      Code.

     

    
      9.           Claims
        Procedure

    

     

    The
      Committee shall notify a
      Participant in writing within 90 days of the Participant's written application
      for benefits of the Participant's eligibility or non-eligibility for benefits
      under the Plan, provided, however, that benefit distribution shall not be
      contingent upon a Participant's application for benefits.  If the
      Committee determines that a Participant is not eligible for benefits or full
      benefits, the notice shall set forth:  (a) the specific reasons for
      such denial; (b) a specific reference to the provision of the Plan on which
      the
      denial is based; (c) a description of any additional information or material
      necessary for the Participant to perfect the claim, and a description of why
      it
      is needed; and (d) an explanation of the Plan's claims review procedure and
      other appropriate information as to the steps to be taken if the Participant
      wishes to have the claim reviewed.  If the Committee determines that
      there are special circumstances requiring additional time to make a decision,
      the Committee shall notify the Participant of the special circumstances and
      the
      date by which a decision is expected to be made, and may extend the time for
      up
      to an additional 90-day period.  If a Participant is determined by the
      Committee to be not eligible for benefits, or if a Participant believes that
      he
      or she is entitled to greater or different benefits, the Participant shall
      have
      the opportunity to have the Participant's claim reviewed by the Committee by
      filing a petition for review with the Committee within 60 days after receipt
      by
      the Participant of the notice issued by the Committee.  The petition
      shall state the specific reasons the Participant believes the Participant is
      entitled to benefits or greater or different benefits.  Within 60 days
      after receipt by the Committee of the petition, the Committee shall afford
      the
      Participant (and the Participant's counsel, if any) an opportunity to present
      the Participant's position to the Committee orally or in writing, and the
      Participant (or counsel) shall have the right to review the pertinent documents,
      and the Committee shall notify the Participant of its decision in writing within
      the 60-day period, stating specifically the basis of the decision written in
      a
      manner calculated to be understood by the Participant and the specific
      provisions of the Plan on which the decision is based.  If, because of
      the need for a hearing, the 60-day period is not sufficient, the decision may
      be
      deferred for up to another 60-day period at the election of the Committee,
      but
      notice of this deferral
      shall be given to the Participant.  If a Participant does not appeal
      on time, the Participant will lose the right to appeal the denial and the right
      to file suit under ERISA, and the Participant will have failed to exhaust the
      Plan's internal administrative appeal process, which is generally a prerequisite
      to bringing suit.  In the event an appeal of a denial of a claim for
      benefits is denied, any lawsuit to challenge the denial of such claim must
      be
      brought within one year of the date the Committee has rendered a final decision
      on the appeal.
       

      
        
          
          

        

        
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    10.           Miscellaneous

     

    10.1.           Unfunded
      Plan.  The Plan is intended to be an unfunded plan maintained
      primarily to provide deferred compensation benefits for "a select group of
      management or highly compensated employees" within the meaning of Sections
      201(2), 301(a)(3) and 401(a)(1) of
      ERISA,
      and therefore is further intended to be exempt from the provisions of Parts
      2,
      3, and 4 of Title I of ERISA.

     

    10.2.            Nontransferability.  No
      benefit payable at any time under the Plan will be subject in any manner to
      alienation, sale, transfer, assignment, pledge, levy, attachment, or encumbrance
      of any kind, except with respect to a domestic relations order that the
      Committee determines to be a Qualified Domestic Relations Order.

     

    10.3.            Successors.  All
      obligations of the Corporation under the Plan shall be binding upon and inure
      to
      the benefit of any successor to the Corporation, whether the existence of such
      successor is the result of a direct or indirect purchase, merger, consolidation,
      or otherwise, of all or substantially all of the business and/or assets of
      the
      Corporation.

     

    10.4.    Severability.  In
      the event any provision of the Plan shall be held illegal or invalid for any
      reason, the illegality or invalidity shall not affect the remaining parts of
      the
      Plan, and the Plan shall be construed and enforced as if the illegal or invalid
      provision had not been included.  The Plan is intended to comply in
      form and operation with Section 409A of the Code, and shall be construed
      accordingly.  If any provision of the Plan does not conform to the
      requirements of Section 409A, such that the inclusion of the provision would
      result in loss of the Plan's intended tax deferral, the Plan shall be construed
      and enforced as if such provision had not been included.

     

    10.5.    Applicable
      Law.  To the extent not preempted by Federal law, the Plan shall
      be governed and construed in accordance with the laws of the state of
      Iowa.

     

    
      
        
        

      

      
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    10.6.    No
      Other
      Agreements.  The terms and conditions set forth herein, together
      with the Deferral Election Agreements entered into by Participants, constitute
      the entire understanding of the Corporation and any Employer and the
      Participants with respect to the matters addressed herein.

     

    10.7.    Incapacity.  In
      the event that any Participant or Beneficiary is unable to care for his or
      her
      affairs because of illness or accident, any payment due may be paid to the
      Participant's or Beneficiary's spouse, parent, brother, sister or other person
      deemed
      by
      the Committee to have incurred expenses for the care of such Participant or
      Beneficiary, unless a duly qualified guardian or other legal representative
      has
      been appointed.

     

    10.8.    Counterparts.  This
      Plan may be executed in any number of counterparts, each of which when duly
      executed by the Corporation shall be deemed to be an original, but all of which
      shall together constitute but one instrument, which may be evidenced by any
      counterpart.

     

    10.9.    Electronic
      Media.  Notwithstanding anything in the Plan to the contrary, but
      subject to the requirements of ERISA, the Code, or other applicable law, any
      action or communication otherwise required to be taken or made in writing by
      a
      Participant or Beneficiary or by the Corporation, an Employer or the Committee
      shall be effective if accomplished by another method or methods required or
      made
      available by the Corporation or Committee, or their agent, with respect to
      that
      action or communication, including e-mail, telephone response systems, intranet
      systems, or the Internet.

    


    10.10.    Administratively
      Reasonable.  A payment under the Plan will be deemed to be made as
      soon as administratively reasonable after a date if it is made within the same
      calendar year as such date, or, if later, by the 15th day of the third calendar
      month following such date.

    


    10.11.    Release.  Any
      payment of benefits to or for the benefit of a Participant or a Participant's
      Beneficiaries that is made in good faith by the Corporation in accordance with
      the Corporation's interpretation of its obligations hereunder, shall be in
      full
      satisfaction of all claims against the Corporation for benefits under the Plan
      to the extent of such payment.

     

    10.12.    Notices.  Any
      notice permitted or required under the Plan shall be in writing and shall be
      hand-delivered or sent, postage prepaid, by first class mail, or by certified
      or
      registered mail with return receipt requested, to the Committee, if to the
      Corporation, or to the address last shown on the records of the Corporation,
      if
      to a Participant or Beneficiary.  Any such notice shall be effective
      as of the date of hand-delivery or mailing.

     

     

     

     

     

     

    
      
        
        

      

      
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