ex10_2.htm


    
      

    

    Trimble
      Navigation Limited

    Deferred
      Compensation Plan

    
      Master
        Plan Document 
        
          

        

      

    

     

     

     

     

    Effective
      December 30, 2004

     

    (as
      amended and restated October 19, 2007)

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Trimble
        Navigation Limited

      Deferred
        Compensation Plan

      
        Master
          Plan Document 
          
            

          

           

        

      

    

    TABLE
      OF CONTENTS

     

    
      	 	 	
                Page

            
	
              ARTICLE 1

            	
              Definitions

            	
              1

            
	 	 	 
	
              ARTICLE 2

            	
              Selection,
                Enrollment, Eligibility

            	
              7

            
	 	 	 
	
              2.1

            	
              Selection
                by Committee

            	
              7

            
	
              2.2

            	
              Enrollment
                and Eligibility Requirements; Commencement of
                Participation

            	
              7

            
	 	 	 
	
              ARTICLE 3

            	
              Deferral
                Commitments/Company Contribution Amounts/Company Restoration Matching
                Amounts /Vesting/Crediting/Taxes

            	
              8

            
	 	 	 
	
              3.1

            	
              Minimum
                Deferrals

            	
              8

            
	
              3.2

            	
              Maximum
                Deferral

            	
              8

            
	
              3.3

            	
              Timing
                of DeferralElections; Effect of Election
                Form

            	
              9

            
	
              3.4

            	
              Withholding
                and Crediting of Annual Deferral Amounts

            	
              10

            
	
              3.5

            	
              Company
                Contribution Amount

            	
              10

            
	
              3.6

            	
              Vesting

            	
              11

            
	
              3.6

            	
              Crediting/Debiting
                of Account Balances

            	
              11

            
	
              3.8

            	
              FICA
                and Other Taxes

            	
              12

            
	 	 	 
	
              ARTICLE 4

            	
              Scheduled
                Distributions

            	
              13

            
	 	 	 
	
              4.1

            	
              Scheduled
                Distributions

            	
              13

            
	
              4.2

            	
              Postponing
                Scheduled Distributions

            	
              13

            
	
              4.3

            	
              Other
                Benefits Take Precedence Over Scheduled
                Distributions

            	
              13

            
	
              4.4

            	
              Unforeseeable
                Emergencies

            	
              14

            
	 	 	 
	
              ARTICLE 5

            	
              Change
                In Control Benefit

            	
              14

            
	 	 	 
	
              5.1

            	
              Change
                in Control Benefit

            	
              14

            
	
              5.2

            	
              Payment
                of Change in Control Benefit

            	
              14

            
	 	 	 
	
              ARTICLE 6

            	
              Retirement
                Benefit

            	
              15

            
	 	 	 
	
              6.1

            	
              Retirement
                Benefit

            	
              15

            
	
              6.2

            	
              Payment
                of Retirement Benefit

            	
              15

            
	 	 	 
	
              ARTICLE 7

            	
              Termination
                Benefit

            	
              16

            
	 	 	 
	
              7.1

            	
              Termination
                Benefit

            	
              16

            
	
              7.2

            	
              Payment
                of Termination Benefit

            	
              16

            
	 	 	 
	
              ARTICLE 8

            	
              Disability
                Benefit

            	
              16

            
	 	 	 
	
              8.1

            	
              Disability
                Benefit

            	
              16

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    
      Trimble
        Navigation Limited

      Deferred
        Compensation Plan

      
        Master
          Plan Document 

        
          

        

         

      

    

    
      	
              8.2

            	
              Payment
                of Disability Benefit

            	
              16

            
	 	 	 
	
              ARTICLE 9

            	
              Death
                Benefit

            	
              16

            
	 	 	 
	
              9.1

            	
              Death
                Benefit

            	
              16

            
	
              9.2

            	
              Payment
                of Death Benefit

            	
              16

            
	 	 	 
	
              ARTICLE 10

            	
              Beneficiary
                Designation

            	
              16

            
	 	 	 
	
              10.1

            	
              Beneficiary

            	
              16

            
	
              10.2

            	
              Beneficiary
                Designation; Change; Spousal Consent

            	
              17

            
	
              10.3

            	
              Acknowledgement

            	
              17

            
	
              10.4

            	
              No
                Beneficiary Designation

            	
              17

            
	
              10.5

            	
              Doubt
                as to Beneficiary

            	
              17

            
	
              10.6

            	
              Discharge
                of Obligations

            	
              17

            
	 	 	 
	
              ARTICLE 11

            	
              Leave
                of Absence

            	
              17

            
	 	 	 
	
              11.1

            	
              Paid
                Leave of Absence

            	
              17

            
	
              11.2

            	
              Unpaid
                Leave of Absence

            	
              18

            
	 	 	 
	
              ARTICLE 12

            	
              Termination
                of Plan, Amendment or Modification

            	
              18

            
	 	 	 
	
              12.1

            	
              Termination
                of Plan

            	
              18

            
	
              12.2

            	
              Amendment

            	
              18

            
	
              12.3

            	
              Plan
                Agreement

            	
              18

            
	
              12.4

            	
              Effect
                of Payment

            	
              18

            
	 	 	 
	
              ARTICLE 13

            	
              Administration

            	
              19

            
	 	 	 
	
              13.1

            	
              Committee
                Duties

            	
              19

            
	
              13.2

            	
              Administration
                Upon Change In Control

            	
              19

            
	
              13.3

            	
              Agents

            	
              20

            
	
              13.4

            	
              Binding
                Effect of Decisions

            	
              20

            
	
              13.5

            	
              Indemnity
                of Committee

            	
              20

            
	
              13.6

            	
              Employer
                Information

            	
              20

            
	 	 	 
	
              ARTICLE 14

            	
              Other
                Benefits and Agreements

            	
              20

            
	 	 	 
	
              14.1

            	
              Coordination
                with Other Benefits

            	
              20

            
	 	 	 
	
              ARTICLE 15

            	
              Claims
                Procedures

            	
              20

            
	 	 	 
	
              15.1

            	
              Presentation
                of Claim

            	
              20

            
	
              15.2

            	
              Notification
                of Decision

            	
              20

            
	
              15.3

            	
              Review
                of a Denied Claim

            	
              21

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    
      Trimble
        Navigation Limited

      Deferred
        Compensation Plan

      
        Master
          Plan Document 
          
            

          

        

      

    

     

    
      	
              15.4

            	
              Decision
                on Review

            	
              21

            
	
              15.5

            	
              Legal
                Action

            	
              22

            
	 	 	 
	
              ARTICLE 16

            	
              Trust

            	
              22

            
	 	 	 
	
              16.1

            	
              Establishment
                of the Trust

            	
              22

            
	
              16.2

            	
              Interrelationship
                of the Plan and the Trust

            	
              22

            
	
              16.3

            	
              Distributions
                From the Trust

            	
              22

            
	 	 	 
	
              ARTICLE 17

            	
              Miscellaneous

            	
              22

            
	 	 	 
	
              17.1

            	
              Status
                of Plan

            	
              22

            
	
              17.2

            	
              Unsecured
                General Creditor

            	
              22

            
	
              17.3

            	
              Employer’s
                Liability

            	
              23

            
	
              17.4

            	
              Nonassignability

            	
              23

            
	
              17.5

            	
              Not
                a Contract of Employment

            	
              23

            
	
              17.6

            	
              Furnishing
                Information

            	
              23

            
	
              17.7

            	
              Terms

            	
              23

            
	
              17.8

            	
              Captions

            	
              23

            
	
              17.9

            	
              Governing
                Law

            	
              23

            
	
              17.10

            	
              Notice

            	
              23

            
	
              17.11

            	
              Successors

            	
              24

            
	
              17.12

            	
              Spouse’s
                Interest

            	
              24

            
	
              17.13

            	
              Validity

            	
              24

            
	
              17.14

            	
              Incompetent

            	
              24

            
	
              17.15

            	
              Domestic
                Relations Orders

            	
              24

            
	
              17.15

            	
              Insurance

            	
              24

            
	
              17.17

            	
              Distribution
                in the Event of Income Inclusion Under Code Section
                409A

            	
              24

            
	
              17.18

            	
              Deduction
                Limitation on Benefit Payments

            	
              25

            


    

     

     

    Copyright
      © 2004-2007

    By
      Clark Consulting, Inc.

    Executive
      Benefits Practice

    All
      Rights Reserved

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    


    TRIMBLE
      NAVIGATION LIMITED

    DEFERRED
      COMPENSATION PLAN

    Effective
      December 30, 2004

    


     

    Purpose

     

    The
      purpose of this Plan is to provide specified benefits to Directors and a select
      group of management or highly compensated Employees who contribute materially
      to
      the continued growth, development and future business success of Trimble
      Navigation Limited, a California corporation, and its subsidiaries, if any,
      that
      sponsor this Plan.  This Plan shall be unfunded for tax purposes and
      for purposes of Title I of ERISA.

     

    Except
      as
      otherwise provided below, effective December 30, 2004 (the “Restatement Date”)
      the provisions of this Plan shall amend and restate the plan provisions of
      the
      Trimble Navigation Limited Nonqualified Deferred Compensation Plan effective
      February 10, 1994 (“Nonqualified Deferred Compensation Plan”) with respect to
      all account balances credited to the Nonqualified Deferred Compensation Plan;
      provided, however, the provisions of this Plan are not intended to modify
      or affect the trust provisions that relate to such account
      balances.

     

    The
      Plan
      is intended to comply with all applicable law, including Code Section 409A
      and
      related Treasury guidance and Regulations, and shall be operated and interpreted
      in accordance with this intention.  In order to transition to the
      requirements of Code Section 409A and related Treasury Regulations, the
      Committee may make available to Participants certain transition relief provided
      under Notice 2006-79, as described more fully in Appendix A of this
      Plan.

     

    ARTICLE
      1

    Definitions

     

    For
      the
      purposes of this Plan, unless otherwise clearly apparent from the context,
      the
      following phrases or terms shall have the following indicated
      meanings:

     

    
      	
              1.1

            	
              “Account
                Balance” shall mean, with respect to a Participant, an entry on the
                records of the Employer equal to the sum of the Participant’s Annual
                Accounts.  The Account Balance shall be a bookkeeping entry only
                and shall be utilized solely as a device for the measurement and
                determination of the amounts to be paid to a Participant, or his
                or her
                designated Beneficiary, pursuant to this
                Plan.

            


    

     

    If
      a
      Participant is both an Employee and a Director and participates in the Plan
      in
      each capacity, then separate Account Balances (and separate Annual Accounts,
      if
      applicable) shall be established for such Participant as a device for the
      measurement and determination of the (a) amounts deferred under the Plan that
      are attributable to the Participant’s status as an Employee, and (b)
      amounts deferred under the Plan that are attributable to the
      Participant’s status as a Director.

     

    
      	
              1.2

            	
              “Annual
                Account” shall mean, with respect to a Participant, an entry on the
                records of the Employer equal to (a) the sum of the Participant’s
                Annual Deferral Amount and Company Contribution Amount for any one
                Plan
                Year, plus (b) amounts credited or debited to such amounts pursuant
                to
                this Plan, less (c) all distributions made to the Participant or
                his or
                her Beneficiary pursuant to this Plan that relate to the Annual Account
                for such Plan Year.  The Annual Account shall be a bookkeeping
                entry only and shall be utilized solely as a device for the measurement
                and determination of the amounts to be paid to a Participant, or
                his or
                her designated Beneficiary, pursuant to this
                Plan.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    
      	
              1.3

            	
              “Annual
                Deferral Amount” shall mean that portion of a Participant's Base Salary,
                Bonus, Commissions, Director Fees and LTIP Amounts that a Participant
                defers in accordance with Article 3 for any one Plan Year, without
                regard to whether such amounts are withheld and credited during such
                Plan
                Year.

            


    

     

    
      	
              1.4

            	
              “Annual
                Installment Method” shall mean the method used to determine the amount of
                each payment due to a Participant who has elected to receive a benefit
                over a period of years in accordance with the applicable provisions
                of the
                Plan.  The amount of each annual payment due to the Participant
                shall be calculated by multiplying the balance of the Participant’s
                benefit by a fraction, the numerator of which is one and the denominator
                of which is the remaining number of annual payments due to the
                Participant.  The amount of the first annual payment shall be
                calculated as of the close of business on or around the
                Participant’s Benefit Distribution Date, and the
                amount of each subsequent annual payment shall be calculated on or
                around
                each anniversary of such Benefit Distribution Date.  For
                purposes of this Plan, the right to receive a benefit payment in
                annual
                installments shall be treated as the entitlement to a single
                payment.

            


    

     

    
      	
              1.5

            	
              “Base
                Salary” shall mean the cash compensation relating to services performed
                during any calendar year, excluding distributions from nonqualified
                deferred compensation plans, bonuses, commissions, overtime, fringe
                benefits, stock options, relocation expenses, incentive payments,
                non-monetary awards, director fees and other fees, and automobile
                and
                other allowances paid to a Participant for employment services rendered
                (whether or not such allowances are included in the Employee’s gross
                income).  Base Salary shall be calculated before reduction for
                compensation voluntarily deferred or contributed by the Participant
                pursuant to all qualified or nonqualified plans of any Employer and
                shall
                be calculated to include amounts not otherwise included in the
                Participant's gross income under Code Sections 125, 402(e)(3), 402(h),
                or
                403(b) pursuant to plans established by any Employer; provided, however,
                that all such amounts will be included in compensation only to the
                extent
                that had there been no such plan, the amount would have been payable
                in
                cash to the Employee.

            


    

     

    
      	
              1.6

            	
              “Beneficiary”
                shall mean one or more persons, trusts, estates or other entities,
                designated in accordance with Article 10, that are entitled to
                receive benefits under this Plan upon the death of a
                Participant.

            


    

     

    
      	
              1.7

            	
              “Beneficiary
                Designation Form” shall mean the form established from time to time by the
                Committee that a Participant completes, signs and returns to the
                Committee
                to designate one or more
                Beneficiaries.

            


    

     

    
      	
              1.8

            	
              “Benefit
                Distribution Date” shall mean the date upon which all or an objectively
                determinable portion of a Participant’s vested benefits will become
                eligible for distribution.  Except as otherwise provided in the
                Plan, a Participant’s Benefit Distribution Date shall be determined based
                on the earliest to occur of an event or scheduled date set forth
                in
                Articles 4 through 9, as
                applicable.

            


    

     

    
      	
              1.9

            	
              “Board”
                shall mean the board of directors of the
                Company.

            


    

     

    
      	
              1.10

            	
              “Bonus”
                shall mean any compensation, in addition to Base Salary, Commissions
                and
                LTIP Amounts, earned by a Participant under any Employer's bonus
                and cash
                incentive plans.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
              1.11

            	
              “Change
                in Control” shall mean
                the occurrence of a “change in the ownership,” a “change in the effective
                control” or a “change in the ownership of a substantial portion of the
                assets” of a corporation, as determined in accordance with this
                Section.

            


    

     

    In
      order
      for an event described below to constitute a Change in Control  with
      respect to a Participant, except as otherwise provided in part (b)(ii) of this
      Section, the applicable event must relate to the corporation for which the
      Participant is providing services, the corporation that is liable for payment
      of
      the Participant’s Account Balance (or all corporations liable for payment if
      more than one), as identified by the Committee in accordance with Treas. Reg.
      §1.409A-3(i)(5)(ii)(A)(2), or such other corporation identified by the Committee
      in accordance with Treas. Reg. §1.409A-3(i)(5)(ii)(A)(3).

     

    In
      determining whether an event shall be considered a “change in the ownership,” a
“change in the effective control” or a “change in the ownership of a substantial
      portion of the assets” of a corporation, the following provisions shall
      apply:

     

    
      	
               

            	
              (a)

            	
              A
“change
                in the ownership” of
                the applicable corporation shall occur on the date on which any one
                person, or more than one person acting as a group, acquires ownership
                of
                stock of such corporation that, together with stock held by such
                person or
                group, constitutes more than 50% of the total fair market value or
                total
                voting power of the stock of such corporation, as determined in accordance
                with Treas. Reg. §1.409A-3(i)(5)(v).  If a person or group is
                considered either to own more than 50% of the total fair market value
                or
                total voting power of the stock of such corporation, or to have effective
                control of such corporation within the meaning of part (b) of this
                Section, and such person or group acquires additional stock of such
                corporation, the acquisition of additional stock by such person or
                group
                shall not be considered to cause a “change in the ownership” of such
                corporation.

            


    

     

    
      	
               

            	
              (b)

            	
              A
                “change in the effective control” of the applicable corporation shall
                occur on either of the following
                dates:

            


    

     

    
      	
               

            	
              (i)

            	
              The
                date on which any one person, or more than one person acting as a
                group,
                acquires (or has acquired during the 12-month period ending on the
                date of
                the most recent acquisition by such person or persons) ownership
                of stock
                of such corporation possessing 30% or more of the total voting power
                of
                the stock of such corporation, as determined in accordance with Treas.
                Reg. §1.409A-3(i)(5)(vi).  If a person or group is considered to
                possess 30% or more of the total voting power of the stock of a
                corporation, and such person or group acquires additional stock of
                such
                corporation, the acquisition of additional stock by such person or
                group
                shall not be considered to cause a “change in the effective control” of
                such corporation; or

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                date on which a majority of the members of the applicable corporation’s
                board of directors is replaced during any 12-month period by directors
                whose appointment or election is not endorsed by a majority of the
                members
                of such corporation’s board of directors before the date of the
                appointment or election, as determined in accordance with Treas.
                Reg.
                §1.409A-3(i)(5)(vi).  In determining whether the event described
                in the preceding sentence has occurred, the applicable corporation
                to
                which the event must relate shall only include a corporation identified
                in
                accordance with Treas. Reg. §1.409A-3(i)(5)(ii) for which no other
                corporation is a majority
                shareholder.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (c)

            	
              A
                “change in the ownership of a substantial portion of the assets” of the
                applicable corporation shall occur on the date on which any one person,
                or
                more than one person acting as a group, acquires (or has acquired
                during
                the 12-month period ending on the date of the most recent acquisition
                by
                such person or persons) assets from the corporation that have a total
                gross fair market value equal to or more than 40% of the total gross
                fair
                market value of all of the assets of the corporation immediately
                before
                such acquisition or acquisitions, as determined in accordance with
                Treas.
                Reg. §1.409A-3(i)(5)(vii).  A transfer of assets shall not be
                treated as a “change in the ownership of a substantial portion of the
                assets” when such transfer is made to an entity that is controlled by the
                shareholders of the transferor corporation, as determined in accordance
                with Treas. Reg.
§1.409A-3(i)(5)(vii)(B).

            


    

     

    
      	
              1.12

            	
              “Code”
                shall mean the Internal Revenue Code of 1986, as it may be amended
                from
                time to time.

            


    

     

    
      	
              1.13

            	
              “Commissions”
                shall mean the cash commissions earned by a Participant during a
                Plan
                Year, as determined in accordance with Code Section 409A and related
                Treasury Regulations.

            


    

     

    
      	
              1.14

            	
              “Committee”
                shall mean the committee described in
                Article 13.

            


    

     

    
      	
              1.15

            	
              “Company”
                shall mean Trimble Navigation Limited, a California corporation,
                and any
                successor to all or substantially all of the Company’s assets or
                business.

            


    

     

    
      	
              1.16

            	
              “Company
                Contribution Amount” shall mean, for any one Plan Year, the amount
                determined in accordance with Section
                3.5.

            


    

     

    
      	
              1.17

            	
              “Director
                Fees” shall mean the annual fees earned by a Director from any Employer,
                including retainer fees and meetings fees, as compensation for serving
                on
                the board of directors.

            


    

     

    
      	
              1.18

            	
              “Disability”
                or “Disabled” shall mean that a Participant is either (a) 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, or (b) 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
                Participant’s Employer.  For purposes of this Plan, a
                Participant shall be deemed Disabled if determined to be totally
                disabled
                by the Social Security Administration.  A Participant shall also
                be deemed Disabled if determined to be disabled in accordance with
                the
                applicable disability insurance program of such Participant’s Employer,
                provided that the definition of “disability” applied under such disability
                insurance program complies with the requirements of this
                Section.

            


    

     

    
      	
              1.19

            	
              “Election
                Form” shall mean the form, which may be in electronic format, established
                from time to time by the Committee that a Participant completes,
                signs and
                returns to the Committee to make an election under the
                Plan.

            


    

     

    
      	
              1.20

            	
              “Employee”
                shall mean a person who is an employee of an
                Employer.

            


    

     

    
      	
              1.21

            	
              “Employer(s)”
                shall be defined as follows:

            


    

     

    
      	
               

            	
              (a)

            	
              Except
                as otherwise provided in part (b) of this Section, the term “Employer”
                shall mean the Company and/or any of its subsidiaries (now in existence
                or
                hereafter formed or acquired) that have been selected by the Board
                to
                participate in the Plan and have adopted the Plan as a
                sponsor.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              1.22

            	
              “ERISA”
                shall mean the Employee Retirement Income Security Act of 1974, as
                it may
                be amended from time to time.

            


    

     

    
      	
              1.23

            	
              “401(k)
                Plan” shall mean, with respect to an Employer, a plan qualified under Code
                Section 401(a) that contains a cash or deferral arrangement described
                in
                Code Section 401(k), adopted by the Employer, as it may be amended
                from
                time to time, or any successor
                thereto.

            


    

     

    
      	
              1.24

            	
              “LTIP
                Amounts” shall mean any portion of the compensation attributable to a Plan
                Year that is earned by a Participant under any Employer's long-term
                incentive plan or any other long-term incentive arrangement designated
                by
                the Committee.

            


    

     

    
      	
              1.25

            	
              “Participant”
                shall mean any Employee or Director (a) who is selected to
                participate in the Plan, (b) whose executed Plan Agreement, Election
                Form and Beneficiary Designation Form are accepted by the Committee,
                and
                (c) whose Plan Agreement has not
                terminated.

            


    

     

    
      	
              1.26

            	
              “Performance-Based
                Compensation” shall mean compensation the entitlement to or amount of
                which is contingent on the satisfaction of pre-established organizational
                or individual performance criteria relating to a performance period
                of at
                least 12 consecutive months, as determined by the Committee in accordance
                with Treas. Reg. §1.409A-1(e).

            


    

     

    
      	
              1.27

            	
              “Plan”
                shall mean the Trimble Navigation Limited Deferred Compensation Plan,
                which shall be evidenced by this instrument, as it may be amended
                from
                time to time, and by any other documents that together with this
                instrument define a Participant’s rights to amounts credited to his or her
                Account Balance.

            


    

     

    
      	
              1.28

            	
              “Plan
                Agreement” shall mean a written agreement in the form prescribed by or
                acceptable to the Committee that evidences a Participant’s agreement to
                the terms of the Plan and which may establish additional terms or
                conditions of Plan participation for a Participant.  Unless
                otherwise determined by the Committee, the most recent Plan Agreement
                accepted with respect to a Participant shall supersede any prior
                Plan
                Agreements for such Participant.  Plan Agreements may vary among
                Participants and may provide additional benefits not set forth in
                the Plan
                or limit the benefits otherwise provided under the
                Plan.

            


    

     

    
      	
              1.29

            	
              “Plan
                Year” shall mean a period beginning on January 1 of each
                calendar year and continuing through December 31 of such calendar
                year.

            


    

     

    
      	
              1.30

            	
              “Retirement,”
                “Retire(s)” or “Retired” shall mean with respect to a Participant who is
                an Employee, a Separation from Service on or after the attainment
                of (a)
                age sixty-five (65) with five (5) Years of Service, or (b) age fifty-five
                (55) with ten (10) Years of Service; and shall mean with respect
                to a
                Participant who is a Director, a Separation from Service as a Director
                with the Company on or after the attainment of age seventy
                (70).  If a Participant is both an Employee and a Director and
                participates in the Plan in each capacity, (a) the determination
                of
                whether the Participant qualifies for Retirement as an Employee shall
                be
                made when the Participant experiences a Separation from Service as
                an
                Employee and such determination shall only apply to the applicable
                Account
                Balance established in accordance with Section 1.1 for amounts deferred
                under the Plan as an Employee, and (b) the determination of whether
                the
                Participant qualifies for Retirement as a Director shall be made
                at the
                time the Participant experiences a Separation from Service as a Director
                and such determination shall only apply to the applicable Account
                Balance
                established in accordance with Section 1.1 for amounts deferred under
                the
                Plan as a Director.

            


    

     

    
      	
              1.31

            	
              “Separation
                from Service” shall mean a termination of services provided by a
                Participant to his or her Employer, whether voluntarily or involuntarily,
                other than by reason of death or Disability, as determined by the
                Committee in accordance with Treas. Reg. §1.409A-1(h).  In
                determining whether a Participant has experienced a Separation from
                Service, the following provisions shall apply:


            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (a)

            	
              For
                a Participant who provides services to an Employer as an Employee,
                except
                as otherwise provided in part (c) of this Section, a Separation from
                Service shall occur when such Participant has experienced a termination
                of
                employment with such Employer.  A Participant shall be
                considered to have experienced a termination of employment when the
                facts
                and circumstances indicate that the Participant and his or her Employer
                reasonably anticipate that either (i) no further services will be
                performed for the Employer after a certain date, or (ii) that the
                level of
                bona fide services the Participant will perform for the Employer
                after
                such date (whether as an Employee or as an independent contractor)
                will
                permanently decrease to no more than 20% of the average level of
                bona fide
                services performed by such Participant (whether as an Employee or
                an
                independent contractor) over the immediately preceding 36-month period
                (or
                the full period of services to the Employer if the Participant has
                been
                providing services to the Employer less than 36
                months).

            


    

     

    If
      a
      Participant is on military leave, sick leave, or other bona fide leave of
      absence, the employment relationship between the Participant and the Employer
      shall be treated as continuing intact, provided that the period of such leave
      does not exceed 6 months, or if longer, so long as the Participant retains
      a
      right to reemployment with the Employer under an applicable statute or by
      contract.  If the period of a military leave, sick leave, or other
      bona fide leave of absence exceeds 6 months and the Participant does not retain
      a right to reemployment under an applicable statute or by contract, the
      employment relationship shall be considered to be terminated for purposes of
      this Plan as of the first day immediately following the end of such 6-month
      period.  In applying the provisions of this paragraph, a leave of
      absence shall be considered a bona fide leave of absence only if there is a
      reasonable expectation that the Participant will return to perform services
      for
      the Employer. 

     

    
      	
               

            	
              (b)

            	
              For
                a Participant who provides services to an Employer as an independent
                contractor, except as otherwise provided in part (c) of this Section,
                a
                Separation from Service shall occur upon the expiration of the contract
                (or in the case of more than one contract, all contracts) under which
                services are performed for such Employer, provided that the expiration
                of
                such contract(s) is determined by the Committee to constitute a good-faith
                and complete termination of the contractual relationship between
                the
                Participant and such Employer. 

            


    

     

    
      	
               

            	
              (c)

            	
              For
                a Participant who provides services to an Employer as both an Employee
                and
                an independent contractor, a Separation from Service generally
                shall not occur until the Participant has ceased providing services
                for
                such Employer as both as an Employee and as an independent contractor,
                as
                determined in accordance with the provisions set forth in parts (a)
                and
                (b) of this Section, respectively.  Similarly, if a Participant
                either (i) ceases providing services for an Employer as an independent
                contractor and begins providing services for such Employer as an
                Employee,
                or (ii) ceases providing services for an Employer as an Employee
                and
                begins providing services for such Employer as an independent contractor,
                the Participant will not be considered to have experienced a Separation
                from Service until the Participant has ceased providing services
                for such
                Employer in both capacities, as determined in accordance with the
                applicable provisions set forth in parts (a) and (b) of this
                Section. 

            


    

     

    Notwithstanding
      the foregoing provisions in this part (c), if a Participant provides services
      for an Employer as both an Employee and as a Director, to the extent permitted
      by Treas. Reg. §1.409A-1(h)(5) the services provided by such Participant as a
      Director shall not be taken into account in determining whether the Participant
      has experienced a Separation from Service as an Employee, and the services
      provided by such Participant as an Employee shall not be taken into account
      in
      determining whether the Participant has experienced a Separation from Service
      as
      a Director.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      	
              1.32

            	
              “Trust”
                shall mean one or more trusts established by the Company in accordance
                with Article 16.

            


    

     

    
      	
              1.33

            	
              “Unforeseeable
                Emergency” shall mean a severe financial hardship of the Participant
                resulting from (a) an illness or accident of the Participant, the
                Participant’s spouse, the Participant’s Beneficiary or the Participant’s
                dependent (as defined in Code Section 152 without regard to paragraphs
                (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a loss of the Participant’s
                property due to casualty, or (c) such other similar extraordinary
                and
                unforeseeable circumstances arising as a result of events beyond
                the
                control of the Participant, all as determined by the Committee based
                on
                the relevant facts and
                circumstances.

            


    

     

    
      	
              1.34

            	
              “Years
                of Service” shall mean the total number of full years in which a
                Participant has been employed by one or more Employers.  For
                purposes of this definition, a year of employment shall be a 365
                day
                period (or 366 day period in the case of a leap year) that, for the
                first
                year of employment, commences on the Employee's date of hiring and
                that,
                for any subsequent year, commences on an anniversary of that hiring
                date.  A partial year of employment shall not be treated as a
                Year of Service.

            


    

     

    ARTICLE
      2

    Selection,
      Enrollment, Eligibility

     

    
      	
              2.1

            	
              Selection
                by Committee.  Participation in the Plan shall be
                limited to Directors and, as determined by the Committee in its sole
                discretion, a select group of management or highly compensated
                Employees.  From that group, the Committee shall select, in its
                sole discretion, those individuals who may actually participate in
                this
                Plan.

            


    

     

    
      	
              2.2

            	
              Enrollment
                and Eligibility Requirements; Commencement of
                Participation.

            


    

     

    
      	
               

            	
              (a)

            	
              As
                a condition to participation, each Director or selected Employee
                shall
                complete, execute and return to the Committee a Plan Agreement, an
                Election Form and a Beneficiary Designation Form by the deadline(s)
                established by the Committee in accordance with the applicable provisions
                of this Plan.  In addition, the Committee shall establish from
                time to time such other enrollment requirements as it determines,
                in its
                sole discretion, are necessary.

            


    

     

    
      	
               

            	
              (b)

            	
              Each
                Director or selected Employee who is eligible to participate in the
                Plan
                shall commence participation in the Plan on the date that the Committee
                determines that the Director or Employee has met all enrollment
                requirements set forth in this Plan and required by the Committee,
                including returning all required documents to the Committee within
                the
                specified time period.  

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (c)

            	
              If
                a Director or an Employee fails to meet all requirements established
                by
                the Committee within the period required, that Director or Employee
                shall
                not be eligible to participate in the Plan during such Plan
                Year.

            


    

     

     

    ARTICLE
      3

    Deferral
      Commitments/Company Contribution Amounts/

    Vesting/Crediting/Taxes

     

    
      	
              3.1

            	
              Minimum
                Annual Deferral
                Amount.

            


    

     

    For
      each
      Plan Year, a Participant may elect to defer, as his or her Annual Deferral
      Amount, Base Salary, Bonus, Commissions, LTIP Amounts and/or Director Fees
      in
      the following minimum amounts for each deferral elected:

     

    
      	
              Deferral

            	
              Minimum
                Amount

            
	
              Base
                Salary, Bonus, Commissions and/or LTIP Amounts

            	
              5%
                aggregate

            
	
              Director
                Fees

            	
              5%

            


    

     

    
      	
              3.2

            	
              Maximum
                Deferral. 

            


    

     

    
      	
               

            	
              (a)

            	
              Annual
                Deferral Amount.  For each Plan Year, a Participant
                may elect to defer, as his or her Annual Deferral Amount, Base Salary,
                Bonus, Commissions, LTIP Amounts and/or Director Fees up to the following
                maximum percentages for each deferral
                elected:

            


    

     

    
      	
              Deferral

            	
              Maximum
                Percentage

            
	
              Base
                Salary

            	
              90%

            
	
              Bonus

            	
              100%

            
	
              Commissions

            	
              100%

            
	
              LTIP
                Amounts

            	
              100%

            
	
              Director
                Fees

            	
              100%

            


    

    


     

    
      	
               

            	
              (b)

            	
              Short
                Plan Year.  Notwithstanding the foregoing, if a
                Participant first becomes a Participant after the first day of a
                Plan
                Year, then to the extent required by Section 3.3 and Code Section
                409A and
                related Treasury Regulations, the maximum amount of the Participant’s Base
                Salary, Bonus, Commissions, LTIP Amounts or Director Fees that may
                be
                deferred by the Participant for the Plan Year shall be determined
                by
                applying the percentages set forth in Section 3.2(a) to the portion
                of
                such compensation attributable to services performed after the date
                that
                the Participant’s deferral election is
                made.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    
      	
              3.3

            	
              Timing
                of Deferral Elections; Effect of Election
                Form.  

            


    

     

    
      	
               

            	
              (a)

            	
              General
                Timing Rule for Deferral Elections.  Except as
                otherwise provided in this Section 3.3, in order for a Participant
                to make
                a valid election to defer Base Salary, Bonus, Commissions, Director
                Fees
                and/or LTIP Amounts, the Participant must submit an Election Form
                on or
                before the deadline established by the Committee, which in no event
                shall
                be later than the December 31st
                preceding
                the Plan Year in which such compensation will be
                earned.

            


    

     

    Any
      deferral election made in accordance with this Section 3.3(a) shall be
      irrevocable; provided, however, that if the Committee permits or requires
      Participants to make a deferral election by the deadline described above for
      an
      amount that qualifies as Performance-Based Compensation, the Committee may
      permit a Participant to subsequently change his or her deferral election for
      such compensation by submitting a new Election Form in accordance with
      Section  3.3(d) below.

     

    
      	
               

            	
              (b)

            	
              Timing
                of Deferral Elections for Newly Eligible Plan
                Participants.  A Director or selected Employee who
                first becomes eligible to participate in the Plan on or after the
                beginning of a Plan Year, as determined in accordance with Treas.
                Reg.
                §1.409A-2(a)(7)(ii) and the “plan aggregation” rules provided in Treas.
                Reg. §1.409A-1(c)(2), may be permitted to make an election to defer the
                portion of Base Salary, Bonus, Commissions, Director Fees and/or
                LTIP
                Amounts attributable to services to be performed after such election,
                provided that the Participant submits an Election Form on or before
                the
                deadline established by the Committee, which in no event shall be
                later
                than 30 days after the Participant first becomes eligible to participate
                in the Plan.

            


    

     

    If
      a
      deferral election made in accordance with this Section 3.3(b) relates to
      compensation earned based upon a specified performance period, the amount
      eligible for deferral shall be equal to (i) the total amount of compensation
      for
      the performance period, multiplied by (ii) a fraction, the numerator of which
      is
      the number of days remaining in the service period after the Participant’s
      deferral election is made, and the denominator of which is the total number
      of
      days in the performance period. 

     

    Any
      deferral election made in accordance with this Section 3.3(b) shall become
      irrevocable no later than the 30th day after
      the date
      the Director or selected Employee becomes eligible to participate in the
      Plan.

     

    
      	
               

            	
              (d)

            	
              Timing
                of Deferral Elections for Performance-Based
                Compensation.  Subject to the
                limitations described below, the Committee may determine that an
                irrevocable deferral election for an amount that qualifies as
                Performance-Based Compensation may be made by submitting an Election
                Form
                on or before the deadline established by the Committee, which in
                no event
                shall be later than 6 months before the end of the performance
                period.  

            


    

     

    In
      order
      for a Participant to be eligible to make a deferral election for
      Performance-Based Compensation in accordance with the deadline established
      pursuant to this Section 3.3(d), the Participant must have performed services
      continuously from the later of (i) the beginning of the performance period
      for
      such compensation, or (ii) the date upon which the performance criteria for
      such
      compensation are established, through the date upon which the Participant makes
      the deferral election for such compensation.  In no event shall a
      deferral election submitted under this Section 3.3(d) be permitted to apply
      to
      any amount of Performance-Based Compensation that has become readily
      ascertainable.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (e)

            	
              Timing
                Rule for Deferral of Compensation Subject to Risk of
                Forfeiture.  With respect to
                compensation (i) to which a Participant has a legally binding right
                to
                payment in a subsequent year, and (ii) that is subject to a forfeiture
                condition requiring the Participant’s continued services for a period of
                at least 12 months from the date the Participant obtains the legally
                binding right, the Committee may determine that an irrevocable deferral
                election for such compensation may be made by timely delivering an
                Election Form to the Committee in accordance with its rules and
                procedures, no later than the 30th
                day after
                the Participant obtains the legally binding right to the compensation,
                provided that the election is made at least 12 months in advance
                of the
                earliest date at which the forfeiture condition could lapse, as determined
                in accordance with Treas. Reg.
§1.409A-2(a)(5).

            


    

     

    Any
      deferral election(s) made in accordance with this Section 3.3(e) shall become
      irrevocable no later than the 30th day after
      the
      Participant obtains the legally binding right to the compensation subject to
      such deferral election(s).

     

    
      	
              3.4

            	
              Withholding
                and Crediting of Annual Deferral Amounts.  For each
                Plan Year, the Base Salary portion of the Annual Deferral Amount
                shall be
                withheld from each regularly scheduled Base Salary payroll in equal
                amounts, as adjusted from time to time for increases and decreases
                in Base
                Salary.  The Bonus, Commissions, LTIP Amounts and/or Director
                Fees portion of the Annual Deferral Amount shall be withheld at the
                time
                the Bonus, Commissions, LTIP Amounts or Director Fees are or otherwise
                would be paid to the Participant, whether or not this occurs during
                the
                Plan Year itself.  Annual Deferral Amounts shall be credited to
                the Participant’s Annual Account for such Plan Year at the time such
                amounts would otherwise have been paid to the
                Participant.

            


    

     

    
      	
              3.5

            	
              Company
                Contribution Amount.

            


    

     

    
      	
               

            	
              (a)

            	
              For
                each Plan Year, an Employer may be required to credit amounts to
                a
                Participant’s Annual Account in accordance with employment or other
                agreements entered into between the Participant and the Employer,
                which
                amounts shall be part of the Participant’s Company Contribution Amount for
                that Plan Year.  Such amounts shall be credited to the
                Participant’s Annual Account for the applicable Plan Year on the date or
                dates prescribed by such
                agreements.

            


    

     

    
      	
               

            	
              (b)

            	
              For
                each Plan Year, an Employer, in its sole discretion, may, but is
                not
                required to, credit any amount it desires to any Participant’s Annual
                Account under this Plan, which amount shall be part of the Participant’s
                Company Contribution Amount for that Plan Year.  The amount so
                credited to a Participant may be smaller or larger than the amount
                credited to any other Participant, and the amount credited to any
                Participant for a Plan Year may be zero, even though one or more
                other
                Participants receive a Company Contribution Amount for that Plan
                Year.  The Company Contribution Amount described in this Section
                3.5(b), if any, shall be credited to the Participant’s Annual Account for
                the applicable Plan Year on a date or dates to be determined by the
                Committee.

            


    

     

    
      	
               

            	
              (c)

            	
              If
                not otherwise specified in the Participant’s employment or other agreement
                entered into between the Participant and the Employer, the amount
                (or the
                method or formula for determining the amount) of a Participant’s Company
                Contribution Amount shall be set forth in writing in one or more
                documents, which shall be deemed to be incorporated into this Plan
                in
                accordance with Section 1.27, no later than the date on which such
                Company
                Contribution Amount is credited to the applicable Annual Account
                of the
                Participant.

            


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    
      	
              3.6

            	
              Vesting.

            


    

     

    
      	
               

            	
              (a)

            	
              A
                Participant shall at all times be 100% vested in the portion of his
                or her
                Account Balance attributable to Annual Deferral Amounts, plus amounts
                credited or debited on such amounts pursuant to Section
                3.7.

            


    

     

    
      	
               

            	
              (b)

            	
              A
                Participant shall be vested in his or her Company Contribution Account
                in
                accordance with the vesting schedule(s) set forth in his or her Plan
                Agreement, employment agreement or any other agreement entered into
                between the Participant and his or her Employer.  If not
                addressed in such agreements, the Company shall determine the vesting
                schedule for Company Contribution Amounts at the time such contribution
                is
                made to the Participant’s Company Contribution
                Account.

            


    

     

    
      	
              3.7

            	
              Crediting/Debiting
                of Account Balances.  In accordance with, and
                subject to, the rules and procedures that are established from time
                to
                time by the Committee, in its sole discretion, amounts shall be credited
                or debited to a Participant's Account Balance in accordance with
                the
                following rules:

            


    

     

    
      	
               

            	
              (a)

            	
              Measurement
                Funds.  The Participant may elect one or more of
                the measurement funds selected by the Committee, in its sole discretion,
                which are based on certain mutual funds (the “Measurement Funds”), for the
                purpose of crediting or debiting additional amounts to his or her
                Account
                Balance.  As necessary, the Committee may, in its sole
                discretion, discontinue, substitute or add a Measurement
                Fund.  Each such action will take effect as of the first day of
                the first calendar quarter that begins at least 30 days after the
                day on
                which the Committee gives Participants advance written notice of
                such
                change.

            


    

     

    
      	
               

            	
              (b)

            	
              Election
                of Measurement Funds.  A Participant, in connection
                with his or her initial deferral election in accordance with Section
                3.3
                above, shall elect, on the Election Form, one or more Measurement
                Fund(s)
                (as described in Section 3.7(a) above) to be used to determine the
                amounts
                to be credited or debited to his or her Account Balance.  If a
                Participant does not elect any of the Measurement Funds as described
                in
                the previous sentence, the Participant’s Account Balance shall
                automatically be allocated into the lowest-risk Measurement Fund,
                as
                determined by the Committee, in its sole discretion.  The
                Participant may (but is not required to) elect, by submitting an
                Election
                Form to the Committee that is accepted by the Committee, to add or
                delete
                one or more Measurement Fund(s) to be used to determine the amounts
                to be
                credited or debited to his or her Account Balance, or to change the
                portion of his or her Account Balance allocated to each previously
                or
                newly elected Measurement Fund.  If an election is made in
                accordance with the previous sentence, it shall apply as of the first
                business day deemed reasonably practicable by the Committee, in its
                sole
                discretion, and shall continue thereafter for each subsequent day
                in which
                the Participant participates in the Plan, unless changed in accordance
                with the previous sentence.  Notwithstanding the foregoing, the
                Committee, in its sole discretion, may impose limitations on the
                frequency
                with which one or more of the Measurement Funds elected in accordance
                with
                this Section 3.7(b) may be added or deleted by such Participant;
                furthermore, the Committee, in its sole discretion, may impose limitations
                on the frequency with which the Participant may change the portion
                of his
                or her Account Balance allocated to each previously or newly elected
                Measurement Fund.

            


    

     

    
      	
               

            	
              (c)

            	
              Proportionate
                Allocation.  In making any election described in
                Section 3.7(b) above, the Participant shall specify on the Election
                Form,
                in increments of one percent (1%), the percentage of his or her Account
                Balance or Measurement Fund, as applicable, to be
                allocated/reallocated.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (d)

            	
              Crediting
                or Debiting Method.  The performance of each
                Measurement Fund (either positive or negative) will be determined
                on a
                daily basis based on the manner in which such Participant’s Account
                Balance has been hypothetically allocated among the Measurement Funds
                by
                the Participant.

            


    

     

    
      	
               

            	
              (e)

            	
              No
                Actual Investment.  Notwithstanding any other
                provision of this Plan that may be interpreted to the contrary, the
                Measurement Funds are to be used for measurement purposes only, and
                a
                Participant's election of any such Measurement Fund, the allocation
                of his
                or her Account Balance thereto, the calculation of additional amounts
                and
                the crediting or debiting of such amounts to a Participant's Account
                Balance shall not be considered or construed in any manner as an
                actual
                investment of his or her Account Balance in any such Measurement
                Fund.  In the event that the Company or the Trustee (as that
                term is defined in the Trust), in its own discretion, decides to
                invest
                funds in any or all of the investments on which the Measurement Funds
                are
                based, no Participant shall have any rights in or to such investments
                themselves.  Without limiting the foregoing, a Participant's
                Account Balance shall at all times be a bookkeeping entry only and
                shall
                not represent any investment made on his or her behalf by the Company
                or
                the Trust; the Participant shall at all times remain an unsecured
                creditor
                of the Company.

            


    

     

    
      	
              3.8

            	
              FICA
                and Other Taxes.

            


    

     

    
      	
               

            	
              (a)

            	
              Annual
                Deferral Amounts.  For each Plan Year in which an
                Annual Deferral Amount is being withheld from a Participant, the
                Participant’s Employer(s) shall withhold from that portion of the
                Participant’s Base Salary, Bonus, Commissions and/or LTIP Amounts that is
                not being deferred, in a manner determined by the Employer(s), the
                Participant’s share of FICA and other employment taxes on such Annual
                Deferral Amount.  If necessary, the Committee may reduce the
                Annual Deferral Amount in order to comply with this Section
                3.8.

            


    

     

    
      	
               

            	
              (b)

            	
              Company
                Contribution Amounts.  When a Participant becomes
                vested in a portion of his or her Account Balance attributable to
                any
                Company Contribution Amounts, the Participant’s Employer(s) shall withhold
                from that portion of the Participant’s Base Salary, Bonus, Commissions
                and/or LTIP Amounts that is not deferred, in a manner determined
                by the
                Employer(s), the Participant’s share of FICA and other employment taxes on
                such amounts.  If necessary, the Committee may reduce the vested
                portion of the Participant’s Company Contribution Amount, as applicable,
                in order to comply with this Section
                3.8.

            


    

     

    
      	
               

            	
              (c)

            	
              Distributions.  The
                Participant’s Employer(s), or the trustee of the Trust, shall withhold
                from any payments made to a Participant under this Plan all federal,
                state
                and local income, employment and other taxes required to be withheld
                by
                the Employer(s), or the trustee of the Trust, in connection with
                such
                payments, in amounts and in a manner to be determined in the sole
                discretion of the Employer(s) and the trustee of the
                Trust.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      4

    Scheduled
      Distribution; Unforeseeable Emergencies

     

    
      	
              4.1

            	
              Scheduled
                Distributions.  In connection with each election to
                defer an Annual Deferral Amount, a Participant may elect to receive
                all or
                a portion of such Annual Deferral Amount, plus amounts credited or
                debited
                on that amount pursuant to Section 3.7, in the form of a lump sum
                payment, calculated as of the close of business on or around the
                Benefit
                Distribution Date designated by the Participant in accordance with
                this
                Section (a “Scheduled Distribution”).  The Benefit Distribution
                Date for the amount subject to a Scheduled Distribution election
                shall be
                the first day of any Plan Year designated by the Participant, which
                may be
                no sooner than 3 Plan Years after the end of the Plan Year to which
                the
                Participant’s deferral election relates, unless otherwise provided on an
                Election Form approved by the
                Committee.

            


    

     

    Subject
      to the other terms and conditions of this Plan, each Scheduled Distribution
      elected shall be paid out during a 30 day period commencing immediately after
      the Benefit Distribution Date.  By way of example, if a Scheduled
      Distribution is elected for Annual Deferral Amounts that are earned in the
      Plan
      Year commencing January 1, 2008, the earliest Benefit Distribution Date
      that may be designated by a Participant would be January 1, 2012, and the
      Scheduled Distribution would be paid out during the 30 day period commencing
      immediately after such Benefit Distribution Date. 

     

    
      	
              4.2

            	
              Postponing
                Scheduled Distributions.  A Participant may elect
                to postpone a Scheduled Distribution described in Section 4.1 above,
                and
                have such amount paid out during a 30 day period commencing immediately
                after an allowable alternative Benefit Distribution Date designated
                in
                accordance with this Section 4.2.  In order to make such an
                election, the Participant must submit an Election Form to the Committee
                in
                accordance with the following
                criteria:

            


    

     

    
      	
               

            	
              (a)

            	
              The
                election of the new Benefit Distribution Date shall have no effect
                until
                at least 12 months after the date on which the election is
                made;

            


    

     

    
      	
               

            	
              (b)

            	
              The
                new Benefit Distribution Date selected by the Participant for such
                Scheduled Distribution must be the first day of a Plan Year that
                is no
                sooner than 5 years after the previously designated Benefit Distribution
                Date; and

            


    

     

    
      	
               

            	
              (c)

            	
              The
                election must be made at least 12 months prior to
                the Participant's previously designated Benefit Distribution Date
                for such
                Scheduled Distribution.

            


    

     

    For
      purposes of applying the provisions of this Section 4.2, a Participant’s
      election to postpone a Scheduled Distribution shall not be considered to be
      made
      until the date on which the election becomes irrevocable.  Such an
      election shall become irrevocable no later than the date that is 12 months
      prior
      to the Participant’s previously designated Benefit Distribution Date for such
      Scheduled Distribution.

     

    
      	
              4.3

            	
              Other
                Benefits Take Precedence Over Scheduled
                Distributions.  Should an event occur prior to any
                Benefit Distribution Date designated for a Scheduled Distribution
                that
                would trigger a benefit under Articles 5 through 9, as applicable,
                all
                amounts subject to a Scheduled Distribution election shall be paid
                in
                accordance with the other applicable provisions of the Plan and not
                in
                accordance with this Article 4.

            


    

     

    
      	
              4.4

            	
              Unforeseeable
                Emergencies.

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (a)

            	
              If
                a Participant experiences an Unforeseeable Emergency prior to the
                occurrence of a distribution event described in Articles 5 through
                9, as
                applicable, the Participant may petition the Committee to receive
                a
                partial or full payout from the Plan.  The payout, if any, from
                the Plan shall not exceed the lesser of (i) the Participant's vested
                Account Balance, calculated as of the close of business on or around
                the
                Benefit Distribution Date for such payout, as determined by the Committee
                in accordance with provisions set forth below, or (ii) the amount
                necessary to satisfy the Unforeseeable Emergency, plus amounts necessary
                to pay Federal, state, or local income taxes or penalties reasonably
                anticipated as a result of the distribution.  A Participant
                shall not be eligible to receive a payout from the Plan to the extent
                that
                the Unforeseeable Emergency is or may be relieved (A) through
                reimbursement or compensation by insurance or otherwise, (B) by
                liquidation of the Participant’s assets, to the extent the liquidation of
                such assets would not itself cause severe financial hardship or (C)
                by
                cessation of deferrals under this
                Plan.

            


    

     

    If
      the
      Committee, in its sole discretion, approves a Participant’s petition for payout
      from the Plan, the Participant’s Benefit Distribution Date for such payout shall
      be the date on which such Committee approval occurs and such payout shall be
      distributed to the Participant in a lump sum no later than 30 days after such
      Benefit Distribution Date.  In addition, in the event of such approval
      the Participant’s outstanding deferral elections under the Plan shall be
      cancelled.

     

    
      	
               

            	
              (b)

            	
              A
                Participant’s deferral elections under this Plan shall also be cancelled
                to the extent the Committee determines that such action is required
                for
                the Participant to obtain a hardship distribution from an Employer’s
                401(k) Plan pursuant to Treas. Reg.
                §1.401(k)-1(d)(3).

            


    

     

    ARTICLE
      5

    Change
      in Control Benefit

     

    
      	
              5.1

            	
              Change
                in Control Benefit.  A Participant, in connection
                with his or her commencement of participation in the Plan, shall
                have an
                opportunity to irrevocably elect to receive his or her vested Account
                Balance in the form of a lump sum payment in the event that a Change
                in
                Control occurs prior to the Participant’s Separation from Service,
                Disability or death (the “Change in Control Benefit”).  The
                Benefit Distribution Date for the Change in Control Benefit, if any,
                shall
                be the date on which the Change in Control
                occurs.

            


    

     

    If
      a
      Participant elects not to receive a Change in Control Benefit, or fails to
      make
      an election in connection with his or her commencement of participation in
      the
      Plan, the Participant’s Account Balance shall be paid in accordance with the
      other applicable provisions of the Plan.

     

    
      	
              5.2

            	
              Payment
                of Change in Control Benefit.  The Change in
                Control Benefit, if any, shall be calculated as of the close of business
                on or around the Participant’s Benefit Distribution Date, as determined by
                the Committee, and paid to the Participant no later than 30 days
                after the Participant’s Benefit Distribution
                Date.

            


    

     

    ARTICLE
      6

    Retirement
      Benefit


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    
      	
              6.1

            	
              Retirement
                Benefit.  If a Participant experiences a Separation
                from Service that qualifies as a Retirement, the Participant shall
                be
                eligible to receive his or her vested Account Balance in either a
                lump sum
                or annual installment payments, as elected by the Participant in
                accordance with Section 6.2 (the “Retirement Benefit”).  A
                Participant’s Retirement Benefit shall be calculated as of the close of
                business on or around the applicable Benefit Distribution Date for
                such
                benefit, which shall be the first day after the end of the 6-month
                period
                immediately following the date on which the Participant experiences
                such
                Separation from Service; provided, however, if a Participant changes
                the
                form of distribution for the Retirement Benefit in accordance with
                Section
                6.2(b), the Benefit Distribution Date for the Retirement Benefit
                shall be
                determined in accordance with Section 6.2(b).
                 

            


    

     

    
      	
              6.2

            	
              Payment
                of Retirement Benefit.

            


    

     

    
      	
               

            	
              (a)

            	
              A
                Participant, in connection with his or her commencement of participation
                in the Plan, shall elect on an Election Form to receive the Retirement
                Benefit in a lump sum or pursuant to an Annual Installment Method
                of
                5, 10 or 15 years.  If a Participant does not make any
                election with respect to the payment of the Retirement Benefit, then
                such
                Participant shall be deemed to have elected to receive the Retirement
                Benefit as a lump sum.

            


    

     

    
      	
               

            	
              (b)

            	
              A
                Participant may change the form of payment for the Retirement Benefit
                by
                submitting an Election Form to the Committee in accordance with the
                following criteria:

            


    

     

    
      	
               

            	
              (i)

            	
              The
                election shall not take effect until at least 12 months after the
                date on
                which the election is made;

            


    

     

    
      	
               

            	
              (ii)

            	
              The
                new Benefit Distribution Date for the Participant’s Retirement Benefit
                shall be 5 years after the Benefit Distribution Date that would otherwise
                have been applicable to such benefit;
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              The election
                must be made at least 12 months prior to the Benefit Distribution
                Date
                that would otherwise have been applicable to the Participant’s Retirement
                Benefit.

            


    

     

    For
      purposes of applying the provisions of this Section 6.2(b), a Participant’s
      election to change the form of payment for the Retirement Benefit shall not
      be
      considered to be made until the date on which the election becomes
      irrevocable.  Such an election shall become irrevocable no later than
      the date that is 12 months prior to the Benefit Distribution Date that would
      otherwise have been applicable to the Participant’s Retirement
      Benefit.  Subject to the requirements of this Section 6.2(b), the
      Election Form most recently accepted by the Committee that has become effective
      shall govern the form of payout of the Participant’s Retirement
      Benefit.

     

    
      	
               

            	
              (c)

            	
              The
                lump sum payment shall be made, or installment payments shall commence,
                no
                later than 30 days after the Participant’s Benefit Distribution
                Date.  Remaining installments, if any, shall be paid no later
                than 30 days after each anniversary of the Participant’s Benefit
                Distribution Date.

            


    

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      7

    Termination
      Benefit

     

    
      	
              7.1

            	
              Termination
                Benefit. If a Participant experiences a
                Separation from Service that does not qualify as a Retirement, the
                Participant shall receive his or her vested Account Balance in the
                form of
                a lump sum payment (the “Termination Benefit”).  A Participant’s
                Termination Benefit shall be calculated as of the close of business
                on or
                around the Benefit Distribution Date for such benefit, which shall
                be the
                first day after the end of the 6-month period immediately following
                the
                date on which the Participant experiences such Separation from
                Service

            


    

     

    
      	
              7.2

            	
              Payment
                of Termination Benefit.  The Termination Benefit
                shall be paid to the Participant no later than 30 days after the
                Participant’s Benefit Distribution Date.


            


    

     

    ARTICLE
      8

    Disability
      Benefit

     

    
      	
              8.1

            	
              Disability
                Benefit. If a Participant becomes Disabled prior to the
                occurrence of a distribution event described in Articles 5 through
                7, as
                applicable, the Participant shall receive his or her vested Account
                Balance in the form of a lump sum payment (the “Disability
                Benefit”).  The Disability Benefit shall be calculated as of the
                close of business on or around the Participant’s Benefit Distribution Date
                for such benefit, which shall be the date on which the Participant
                becomes
                Disabled.

            


    

     

    
      	
              8.2

            	
              Payment
                of Disability Benefit. The Disability
                Benefit shall be paid to the Participant no later than 30 days after
                the
                Participant’s Benefit Distribution
                Date.

            


    

     

    ARTICLE
      9

    Death
      Benefit

     

    
      	
              9.1

            	
              Death
                Benefit.  In the event of a Participant’s death
                prior to the complete distribution of his or her vested Account Balance,
                the Participant's Beneficiary(ies) shall receive the Participant's
                unpaid
                vested Account Balance in a lump sum payment (the “Death
                Benefit”).  The Death Benefit shall be calculated as of the
                close of business on or around the Benefit Distribution Date for
                such
                benefit, which shall be the date on which the Committee is provided
                with
                proof that is satisfactory to the Committee of the Participant’s
                death.

            


    

     

    
      	
              9.2

            	
              Payment
                of Death Benefit.  The Death Benefit shall be paid
                to the Participant’s Beneficiary(ies) no later than 30 days after the
                Participant’s Benefit Distribution
                Date.

            


    

     

    ARTICLE
      10

    Beneficiary
      Designation

     

    
      	
              10.1

            	
              Beneficiary.  Each
                Participant shall have the right, at any time, to designate his or
                her
                Beneficiary(ies) (both primary as well as contingent) to receive
                any
                benefits payable under the Plan to a beneficiary upon the death of
                a
                Participant.  The Beneficiary designated under this Plan may be
                the same as or different from the Beneficiary designation under any
                other
                plan of an Employer in which the Participant
                participates.

            


    

     

    
      	
              10.2

            	
              Beneficiary
                Designation; Change; Spousal Consent.  A
                Participant shall designate his or her Beneficiary by completing
                and
                signing the Beneficiary Designation Form, and returning it to the
                Committee or its designated agent.  A Participant shall have the
                right to change a Beneficiary by completing, signing and otherwise
                complying with the terms of the Beneficiary Designation Form and
                the
                Committee's rules and procedures, as in effect from time to
                time.  If the Participant names someone other than his or her
                spouse as a Beneficiary, the Committee may, in its sole discretion,
                determine that spousal consent is required to be provided in a form
                designated by the Committee, executed by such Participant's spouse
                and
                returned to the Committee.  Upon the acceptance by the Committee
                of a new Beneficiary Designation Form, all Beneficiary designations
                previously filed shall be canceled.  The Committee shall be
                entitled to rely on the last Beneficiary Designation Form filed by
                the
                Participant and accepted by the Committee prior to his or her
                death.

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    
      	
              10.3

            	
              Acknowledgment.  No
                designation or change in designation of a Beneficiary shall be effective
                until received and acknowledged in writing by the Committee or its
                designated agent.

            


    

     

    
      	
              10.4

            	
              No
                Beneficiary Designation.  If a Participant fails to
                designate a Beneficiary as provided in Sections 10.1, 10.2 and 10.3
                above or, if all designated Beneficia­ries predecease the Participant
                or die prior to complete distribution of the Participant's benefits,
                then
                the Participant's designated Beneficiary shall be deemed to be his
                or her
                surviving spouse.  If the Participant has no surviving spouse,
                the benefits remaining under the Plan to be paid to a Beneficiary
                shall be
                payable to the executor or personal representative of the Participant's
                estate.

            


    

     

    
      	
              10.5

            	
              Doubt
                as to Beneficiary.  If the Committee has any doubt
                as to the proper Beneficiary to receive payments pursuant to this
                Plan,
                the Committee shall have the right, exercisable in its discretion,
                to
                cause the Participant's Employer to withhold such payments until
                this
                matter is resolved to the Committee's
                satisfaction.

            


    

     

    
      	
              10.6

            	
              Discharge
                of Obligations.  The payment of benefits under the
                Plan to a Beneficiary shall fully and completely discharge all Employers
                and the Committee from all further obligations under this Plan with
                respect to the Participant, and that Participant's Plan Agreement
                shall
                terminate upon such full payment of
                benefits.

            


    

     

    ARTICLE
      11

    Leave
      of Absence

     

    
      	
              11.1

            	
              Paid
                Leave of Absence.  If a Participant is authorized
                by the Participant's Employer to take a paid leave of absence from
                the
                employment of the Employer, and such leave of absence does not constitute
                a Separation from Service, (a) the Partici­pant shall continue to be
                considered eligible for the benefits provided under the Plan, and
                (b) the
                Annual Deferral Amount shall continue to be withheld during
                such paid leave of absence in accordance with
                Section 3.3.

            


    

     

    
      	
              11.2

            	
              Unpaid
                Leave of Absence.  If a Participant is authorized
                by the Participant's Employer to take an unpaid leave of absence
                from the
                employ­ment of the Employer for any reason, and such leave of absence
                does not constitute a Separation from Service, such Participant shall
                continue to be eligible for the benefits provided under the
                Plan.  During the unpaid leave of absence, the Participant shall
                not be allowed to make any additional deferral
                elections.  However, if the Participant returns to employment,
                the Participant may elect to defer an Annual Deferral Amount for
                the Plan
                Year following his or her return to employment and for every Plan
                Year
                thereafter while a Participant in the Plan, provided such deferral
                elections are otherwise allowed and an Election Form is delivered
                to and
                accepted by the Committee for each such election in accordance with
                Section 3.3 above.

            


    

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      12

    Termination
      of Plan, Amendment or Modification

     

    
      	
              12.1

            	
              Termination
                of Plan.  Although each Employer anticipates that
                it will continue the Plan for an indefinite period of time, there
                is no
                guarantee that any Employer will continue the Plan or will not terminate
                the Plan at any time in the future.  Accordingly, each Employer
                reserves the right to terminate the Plan with respect to all of its
                Participants.  In the event of a Plan termination no new
                deferral elections shall be permitted for the affected Participants
                and
                such Participants shall no longer be eligible to receive new company
                contributions.  However, after the Plan termination the Account
                Balances of such Participants shall continue to be credited with
                Annual
                Deferral Amounts attributable to a deferral election that was in
                effect
                prior to the Plan termination to the extent deemed necessary to comply
                with Code Section 409A and related Treasury Regulations, and additional
                amounts shall continue to credited or debited to such Participants’
                Account Balances pursuant to Section 3.7.  The Measurement Funds
                available to Participants following the termination of the Plan shall
                be
                comparable in number and type to those Measurement Funds available
                to
                Participants in the Plan Year preceding the Plan Year in which the
                Plan
                termination is effective.  In
                addition, following a Plan termination, Participant Account
                Balances shall remain in the Plan and shall not be distributed until
                such
                amounts become eligible for distribution in accordance with the other
                applicable provisions of the Plan. Notwithstanding the
                preceding sentence, to the extent permitted by Treas. Reg.
                §1.409A-3(j)(4)(ix), the Employer may provide that upon termination
                of the
                Plan, all Account Balances of the Participants shall be distributed,
                subject to and in accordance with any rules established by such Employer
                deemed necessary to comply with the applicable requirements and
                limitations of Treas. Reg.
                §1.409A-3(j)(4)(ix). 

            


    

     

    
      	
              12.2

            	
              Amendment.  Any
                Employer may, at any time, amend or modify the Plan in whole or in
                part
                with respect to that Employer.  Notwithstanding the foregoing,
                (i) no amendment or modification shall be effective to decrease the
                value
                of a Participant's vested Account Balance in existence at the time
                the
                amendment or modification is made, and (ii) no amendment or modification
                of this Section 12.2 or Section 13.2 of the Plan shall be
                effective

            


    

     

    
      	
              12.3

            	
              Plan
                Agreement.  Despite the provisions of
                Sections 12.1, if a Participant's Plan Agreement contains benefits or
                limitations that are not in this Plan document, the Employer may
                only
                amend or terminate such provisions with the written consent of the
                Participant.

            


    

     

    
      	
              12.4

            	
              Effect
                of Payment.  The full payment of the Participant’s
                vested Account Balance in accordance with the applicable provisions
                of the
                Plan shall completely discharge all obligations to a Participant
                and his
                or her designated Beneficiaries under this Plan, and the Participant's
                Plan Agreement shall terminate.

            


    

     

    ARTICLE
      13

    Administration

     

    
      	
              13.1

            	
              Committee
                Duties.  Except as otherwise provided in this
                Article 13, this Plan shall be administered by a Committee, which
                shall
                consist of the Board, or such committee as the Board shall
                appoint.  The members of the Committee need not be members of
                the Board and may be Participants under this Plan.  The
                Committee shall also have the discretion and authority to (a) make,
                amend, interpret, and enforce all appropriate rules and regulations
                for
                the administra­tion of this Plan, and (b) decide or resolve any
                and all ques­tions, including benefit entitlement determinations and
                interpretations of this Plan, as may arise in connection with the
                Plan.  Any individual serving on the Committee who is a
                Participant shall not vote or act on any matter relating solely to
                himself
                or herself.  When making a determination or calculation, the
                Committee shall be entitled to rely on information furnished by a
                Participant or the Company.

            


    

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    
      	
              13.2

            	
              Administration
                Upon Change In Control. For purposes of this Plan, the
                Committee shall be the “Administrator” at all times prior to the
                occurrence of a Change in Control.  Within one hundred and
                twenty (120) days following a Change in Control, an independent third
                party “Administrator” may be selected by the individual who, immediately
                prior to the Change in Control, was the Company’s Chief Executive Officer
                or, if not so identified, the Company’s highest ranking officer (the
                “Ex-CEO”).  The Committee, as constituted prior to the Change in
                Control, shall continue to be the Administrator until the earlier
                of (i)
                the date on which such independent third party is selected and approved,
                or (ii) the expiration of the one hundred and twenty (120) day period
                following the Change in Control.  If an independent third party
                is not selected within one hundred and twenty (120) days of such
                Change in
                Control, the Committee, as described in Section 13.1 above, shall
                be the
                Administrator.  The Administrator shall continue to have the
                discretionary power to determine all questions arising in connection
                with
                the administration of the Plan and the interpretation of the Plan
                and
                Trust including, but not limited to benefit entitlement determinations;
                provided, however, upon and after the occurrence of a Change in Control,
                only the Trustee shall have the power to direct the investment of
                Plan or
                Trust assets or select any investment manager or custodial firm for
                the
                Plan or Trust.  Upon and after the occurrence of a Change in
                Control, the Company must: (1) pay all reasonable administrative
                expenses
                and fees of the Administrator; (2) indemnify the Administrator against
                any
                costs, expenses and liabilities including, without limitation, attorney’s
                fees and expenses arising in connection with the performance of the
                Administrator hereunder, except with respect to matters resulting
                from the
                gross negligence or willful misconduct of the Administrator or its
                employees or agents; and (3) supply full and timely information to
                the
                Administrator on all matters relating to the Plan, the Trust, the
                Participants and their Beneficiaries, the Account Balances of the
                Participants, the date and circumstances of the Retirement, Disability,
                death or Termination of Employment of the Participants, and such
                other
                pertinent information as the Administrator may reasonably
                require.  Upon and after a Change in Control, the Administrator
                may be terminated (and a replacement appointed) by the Trustee only
                with
                the approval of the Ex-CEO.  Upon and after a Change in Control,
                the Administrator may not be terminated by the
                Company.

            


    

     

    
      	
              13.3

            	
              Agents.
                In the administration of this Plan, the Committee or the Administrator,
                as
                applicable, may, from time to time, employ agents and delegate to
                them
                such administrative duties as it sees fit (including acting through
                a duly
                appointed representative) and may from time to time consult with
                counsel.

            


    

     

    
      	
              13.4

            	
              Binding
                Effect of Decisions.  The decision or action of the
                Committee or Administrator, as applicable, with respect to any question
                arising out of or in connection with the administration, interpretation
                and application of the Plan and the rules and regulations promulgated
                hereunder shall be final and conclusive and binding upon all persons
                having any interest in the Plan.

            


    

     

    
      	
              13.5

            	
              Indemnity
                of Committee.  All Employers shall indemnify and
                hold harmless the members of the Committee, any Employee to whom
                the
                duties of the Committee may be delegated, and the Administrator against
                any and all claims, losses, damages, expenses or liabilities arising
                from
                any action or failure to act with respect to this Plan, except in
                the case
                of willful misconduct by the Committee, any of its members, any such
                Employee or the Administrator.

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    
      	
              13.6

            	
              Employer
                Information.  To enable the Committee and/or
                Administrator to perform its functions, the Company and each Employer
                shall supply full and timely information to the Committee and/or
                Administrator, as the case may be, on all matters relating to the
                Plan,
                the Trust, the Participants and their Beneficiaries, the Account
                Balances
                of the Participants, the compensation of its Participants, the date
                and
                circum­stances of the Separation from Service, Disability or death of
                its Participants, and such other pertinent information as the Committee
                or
                Administrator may reasonably
                require.

            


    

     

    ARTICLE
      14

    Other
      Benefits and Agreements

     

    
      	
              14.1

            	
              Coordination
                with Other Benefits.  The benefits provided for a
                Participant and Participant's Beneficiary under the Plan are in addition
                to any other benefits available to such Participant under any other
                plan
                or program for employees of the Participant's Employer.  The
                Plan shall supplement and shall not supersede, modify or amend any
                other
                such plan or program except as may otherwise be expressly
                provided.

            


    

     

    ARTICLE
      15

    Claims
      Procedures

     

    
      	
              15.1

            	
              Presentation
                of Claim.  Any Participant or Beneficiary of a
                deceased Participant (such Participant or Beneficiary being referred
                to
                below as a “Claimant”) may deliver to the Committee a written claim for a
                determination with respect to the amounts distributable to such Claimant
                from the Plan.  If such a claim relates to the contents of a
                notice received by the Claimant, the claim must be made within
                60 days after such notice was received by the
                Claimant.  All other claims must be made within 180 days of
                the date on which the event that caused the claim to arise
                occurred.  The claim must state with particularity the
                determination desired by the
                Claimant.

            


    

     

    
      	
              15.2

            	
              Notification
                of Decision.  The Committee shall consider a
                Claimant's claim within a reasonable time, but no later than 90 days
                after
                receiving the claim.  If the Committee determines that special
                circumstances require an extension of time for processing the claim,
                written notice of the extension shall be furnished to the Claimant
                prior
                to the termination of the initial 90 day period.  In no event
                shall such extension exceed a period of 90 days from the end of the
                initial period.  The extension notice shall indicate the special
                circumstances requiring an extension of time and the date by which
                the
                Committee expects to render the benefit determination.  The
                Committee shall notify the Claimant in
                writing:

            


    

     

    
      	
               

            	
              (a)

            	
              that
                the Claimant's requested determination has been made, and that the
                claim
                has been allowed in full; or

            


    

     

    
      	
               

            	
              (b)

            	
              that
                the Committee has reached a conclusion contrary, in whole or in part,
                to
                the Claimant's requested determination, and such notice must set
                forth in
                a manner calculated to be understood by the
                Claimant:

            


    

     

    
      	
               

            	
              (i)

            	
              the
                specific reason(s) for the denial of the claim, or any part of
                it;

            


    

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              (ii)

            	
              specific
                reference(s) to pertinent provisions of the Plan upon which such
                denial
                was based;

            


    

     

    
      	
               

            	
              (iii)

            	
              a
                description of any additional material or information necessary for
                the
                Claimant to perfect the claim, and an explanation of why such material
                or
                information is necessary;

            


    

     

    
      	
               

            	
              (iv)

            	
              an
                explanation of the claim review procedure set forth in Section 15.3
                below; and

            


    

     

    
      	
               

            	
              (v)

            	
              a
                statement of the Claimant’s right to bring a civil action under ERISA
                Section 502(a) following an adverse benefit determination on
                review.

            


    

     

    
      	
              15.3

            	
              Review
                of a Denied Claim.  On or before 60 days after
                receiving a notice from the Committee that a claim has been denied,
                in
                whole or in part, a Claimant (or the Claimant's duly authorized
                representative) may file with the Committee a written request for
                a review
                of the denial of the claim.  The Claimant (or the Claimant's
                duly authorized representative):

            


    

     

    
      	
               

            	
              (a)

            	
              may,
                upon request and free of charge, have reasonable access to, and copies
                of,
                all documents, records and other information relevant (as defined
                in
                applicable ERISA regulations) to the claim for
                benefits;

            


    

     

    
      	
               

            	
              (b)

            	
              may
                submit written comments or other documents;
                and/or

            


    

     

    
      	
               

            	
              (c)

            	
              may
                request a hearing, which the Committee, in its sole discretion, may
                grant.

            


    

     

    
      	
              15.4

            	
              Decision
                on Review.  The Committee shall render its decision
                on review promptly, and no later than 60 days after the Committee
                receives the Claimant’s written request for a review of the denial of the
                claim.  If the Committee determines that special circumstances
                require an extension of time for processing the claim, written notice
                of
                the extension shall be furnished to the Claimant prior to the termination
                of the initial 60 day period.  In no event shall such extension
                exceed a period of 60 days from the end of the initial
                period.  The extension notice shall indicate the special
                circumstances requiring an extension of time and the date by which
                the
                Committee expects to render the benefit determination.  In
                rendering its decision, the Committee shall take into account all
                comments, documents, records and other information submitted by the
                Claimant relating to the claim, without regard to whether such information
                was submitted or considered in the initial benefit
                determination.  The decision must be written in a manner
                calculated to be understood by the Claimant, and it must
                contain:

            


    

     

    
      	
               

            	
              (a)

            	
              specific
                reasons for the decision;

            


    

     

    
      	
               

            	
              (b)

            	
              specific
                reference(s) to the pertinent Plan provisions upon which the decision
                was
                based;

            


    

     

    
      	
               

            	
              (c)

            	
              a
                statement that the Claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to and copies of, all documents, records
                and
                other information relevant (as defined in applicable ERISA regulations)
                to
                the Claimant’s claim for benefits;
                and

            


    

     

    
      	
               

            	
              (d)

            	
              a
                statement of the Claimant’s right to bring a civil action under ERISA
                Section 502(a).

            


    

     

    
      	
              15.5

            	
              Legal
                Action.  A Claimant's compliance with the foregoing
                provisions of this Article 15 is a mandatory prerequisite to a
                Claimant's right to commence any legal action with respect to any
                claim
                for benefits under this Plan.

            


    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      16

    Trust

     

    
      	
              16.1

            	
              Establishment
                of the Trust.  In order to provide assets from
                which to fulfill its obligations to the Participants and their
                Beneficiaries under the Plan, the Company may establish a trust by
                a trust
                agreement with a third party, the trustee, to which each Employer
                may, in
                its discretion, contribute cash or other property, including securities
                issued by the Company, to provide for the benefit payments under
                the Plan
                (the “Trust”).  

            


    

     

    
      	
              16.2

            	
              Interrelationship
                of the Plan and the Trust.  The provisions of the
                Plan and the Plan Agreement shall govern the rights of a Participant
                to
                receive distributions pursuant to the Plan.  The provisions of
                the Trust shall govern the rights of the Employers, Participants
                and the
                creditors of the Employers to the assets transferred to the
                Trust.  Each Employer shall at all times remain liable to carry
                out its obligations under the Plan.

            


    

     

    
      	
              16.3

            	
              Distributions
                From the Trust.  Each Employer's obligations under
                the Plan may be satisfied with Trust assets distributed pursuant
                to the
                terms of the Trust, and any such distribution shall reduce the Employer's
                obligations under this Plan.

            


    

     

    ARTICLE
      17

    Miscellaneous

     

    
      	
              17.1

            	
              Status
                of Plan.  The Plan is intended to be a plan that is
                not qualified within the meaning of Code Section 401(a) and that
“is
                unfunded and is maintained by an employer primarily for the purpose
                of
                providing deferred compensation for a select group of management
                or highly
                compensated employees” within the meaning of ERISA Sections 201(2),
                301(a)(3) and 401(a)(1).  The Plan shall be administered and
                interpreted (a) to the extent possible in a manner consistent with
                the
                intent described in the preceding sentence, and (b) in accordance
                with
                Code Section 409A and related Treasury guidance and
                Regulations.

            


    

     

    
      	
              17.2

            	
              Unsecured
                General Creditor.  Participants and their
                Bene­ficiaries, heirs, successors and assigns shall have no legal or
                equitable rights, interests or claims in any property or assets of
                an
                Employer.  For purposes of the payment of benefits under this
                Plan, any and all of an Employer's assets shall be, and remain, the
                general, unpledged unrestricted assets of the Employer.  An
                Employer's obligation under the Plan shall be merely that of an unfunded
                and unsecured promise to pay money in the
                future.

            


    

     

    
      	
              17.3

            	
              Employer's
                Liability.  An Employer's liability for the payment
                of benefits shall be defined only by the Plan and the Plan Agreement,
                as
                entered into between the Employer and a Participant.  An
                Employer shall have no obliga­tion to a Participant under the Plan
                except as expressly provided in the Plan and his or her Plan
                Agreement.

            


    

     

    
      	
              17.4

            	
              Nonassignability.  Neither
                a Participant nor any other person shall have any right to commute,
                sell,
                assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
                transfer, hypothecate, alienate or convey in advance of actual receipt,
                the amounts, if any, payable hereunder, or any part thereof, which
                are,
                and all rights to which are expressly declared to be, unassignable
                and
                non-transfer­able.  No part of the amounts payable shall,
                prior to actual payment, be subject to seizure, attachment, garnishment
                or
                sequestration for the payment of any debts, judgments, alimony or
                separate
                maintenance owed by a Participant or any other person, be transferable
                by
                operation of law in the event of a Participant's or any other person's
                bankruptcy or insolvency or be transferable to a spouse as a result
                of a
                property settlement or otherwise.

            


    

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    
      	
              17.5

            	
              Not
                a Contract of Employment.  The terms and conditions
                of this Plan shall not be deemed to constitute a contract of employment
                between any Employer and the Participant.  Such employment is
                hereby acknowledged to be an “at will” employment relationship that can be
                terminated at any time for any reason, or no reason, with or without
                cause, and with or without notice, unless expressly provided in a
                written
                employment agreement.  Nothing in this Plan shall be deemed to
                give a Participant the right to be retained in the service of any
                Employer, either as an Employee or a Director, or to inter­fere with
                the right of any Employer to discipline or discharge the Participant
                at
                any time.

            


    

     

    
      	
              17.6

            	
              Furnishing
                Information.  A Participant or his or her
                Beneficiary will cooperate with the Committee by furnishing any and
                all
                information requested by the Committee and take such other actions
                as may
                be requested in order to facilitate the administra­tion of the Plan
                and the payments of benefits hereunder, including but not limited
                to
                taking such physical examinations as the Committee may deem
                necessary.

            


    

     

    
      	
              17.7

            	
              Terms.  Whenever
                any words are used herein in the masculine, they shall be construed
                as
                though they were in the feminine in all cases where they would so
                apply;
                and whenever any words are used herein in the singular or in the
                plural,
                they shall be construed as though they were used in the plural or
                the
                singular, as the case may be, in all cases where they would so
                apply.

            


    

     

    
      	
              17.8

            	
              Captions.  The
                captions of the articles, sections and paragraphs of this Plan are
                for
                convenience only and shall not control or affect the meaning or
                construction of any of its
                provisions.

            


    

     

    
      	
              17.9

            	
              Governing
                Law.  Subject to ERISA, the provisions of this Plan
                shall be construed and interpreted according to the internal laws
                of the
                State of California without regard to its conflicts of laws
                principles.

            


    

     

    
      	
              17.10

            	
              Notice.  Any
                notice or filing required or permitted to be given to the Committee
                under
                this Plan shall be sufficient if in writing and hand-delivered, or
                sent by
                registered or certified mail, to the address
                below:

            


    

     

    
      	
              Trimble
                Navigation Limited

            	 
	
              Attn:
                General Counsel – Urgent Notice

            	 
	
              935
                Stewart Drive

            	 
	
              Sunnyvale,
                California 94085

            	 


    

     

    Such
      notice shall be deemed given as of the date of delivery or, if delivery is
      made
      by mail, as of the date shown on the postmark on the receipt for registration
      or
      certification.

     

    Any
      notice or filing required or permitted to be given to a Participant under this
      Plan shall be sufficient if in writing and hand-delivered, or sent by mail,
      to
      the last known address of the Participant.

     

    
      	
              17.11

            	
              Successors.  The
                provisions of this Plan shall bind and inure to the benefit of the
                Participant's Employer and its successors and assigns and the Participant
                and the Participant's designated
                Beneficiaries.

            


    

     

    
      	
              17.12

            	
              Spouse's
                Interest.  The interest in the benefits hereunder
                of a spouse of a Participant who has predeceased the Participant
                shall
                automatically pass to the Participant and shall not be transferable
                by
                such spouse in any manner, including but not limited to such spouse's
                will, nor shall such interest pass under the laws of intestate
                succession.

            


    

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    
      	
              17.13

            	
              Validity.  In
                case any provision of this Plan shall be illegal or invalid for any
                reason, said illegality or invalidity shall not affect the remaining
                parts
                hereof, but this Plan shall be construed and enforced as if such
                illegal
                or invalid provision had never been inserted
                herein.

            


    

     

    
      	
              17.14

            	
              Incompetent.  If
                the Committee determines in its discretion that a benefit under this
                Plan
                is to be paid to a minor, a person declared incompetent or to a person
                incapable of handling the disposition of that person's property,
                the
                Committee may direct payment of such benefit to the guardian, legal
                representative or person having the care and custody of such minor,
                incompetent or incapable person.  The Committee may require
                proof of minority, incompetence, incapacity or guardianship, as it
                may
                deem appropriate prior to distribution of the benefit.  Any
                payment of a benefit shall be a payment for the account of the Participant
                and the Participant's Beneficiary, as the case may be, and shall
                be a
                complete discharge of any liability under the Plan for such payment
                amount.

            


    

     

    
      	
              17.15

            	
              Domestic
                Relations Orders.  If necessary to comply with a
                domestic relations order, as defined in Code Section 414(p)(1)(B),
                pursuant to which a court has determined that a spouse or former
                spouse of
                a Participant has an interest in the Participant’s benefits under the
                Plan, the Committee shall have the right to immediately distribute
                the
                spouse’s or former spouse’s interest in the Participant’s benefits under
                the Plan to such spouse or former spouse.


            


    

     

    
      	
              17.16

            	
              Insurance.  The
                Employers, on their own behalf or on behalf of the trustee of the
                Trust,
                and, in their sole discretion, may apply for and procure insurance
                on the
                life of the Participant, in such amounts and in such forms as the
                Trust
                may choose.  The Employers or the trustee of the Trust, as the
                case may be, shall be the sole owner and beneficiary of any such
                insurance.  The Participant shall have no interest whatsoever in
                any such policy or policies, and at the request of the Employers
                shall
                submit to medical examinations and supply such information and execute
                such documents as may be required by the insurance company or companies
                to
                whom the Employers have applied for
                insurance.

            


    

     

    
      	
              17.17

            	
              Distribution
                in the Event of Income Inclusion Under Code Section
                409A.  If any portion of a
                Participant’s Account Balance under this Plan is required to be included
                in income by the Participant prior to receipt due to a failure of
                this
                Plan to comply with the requirements of Code Section 409A and related
                Treasury Regulations, the Committee may determine that such Participant
                shall receive a distribution from the Plan in an amount equal to
                the
                lesser of (i) the portion of his or her Account Balance required
                to be
                included in income as a result of the failure of the Plan to comply
                with
                the requirements of Code Section 409A and related Treasury Regulations,
                or
                (ii) the unpaid vested Account
                Balance.  

            


    

     

    
      	
              17.18

            	
              Deduction
                Limitation on Benefit
                Payments.  If an Employer
                reasonably anticipates that the Employer’s deduction with respect to any
                distribution from this Plan would be limited or eliminated by application
                of Code Section 162(m), then to the extent permitted by Treas. Reg.
                §1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to
                ensure
                that the entire amount of any distribution from this Plan is
                deductible.  Any amounts for which distribution is delayed
                pursuant to this Section shall continue to be credited/debited with
                additional amounts in accordance with Section 3.7.  The delayed
                amounts (and any amounts credited thereon) shall be distributed to
                the
                Participant (or his or her Beneficiary in the event of the Participant’s
                death) at the earliest date the Employer reasonably anticipates that
                the
                deduction of the payment of the amount will not be limited or eliminated
                by application of Code Section 162(m).  In the event that such
                date is determined to be after a Participant’s Separation from Service,
                then to the extent deemed necessary to comply with Treas. Reg.
                §1.409A-3(i)(2), the delayed payment shall not made before the end
                of the
                six-month period following such Participant’s Separation from
                Service.

            


    

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has signed this Plan document as of
      ___________________, 2007.

     

    
      	 	
              “Company”  

            
	 	
              Trimble
                Navigation Limited,  

            
	 	
              a
                California corporation  

            
	 	 	 	 
	 	 	 	 
	 	
              By:

            	
               

            	 
	 	
              Title:

            	
               

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

     

    LIMITED
      TRANSITION RELIEF FOR DISTRIBUTION ELECTIONS MADE AVAILABLE IN ACCORDANCE WITH
      NOTICE 2006-79

     

    The
      capitalized terms below shall have the same meaning as provided in Article
      1 of
      the Plan.

     

    Opportunity
      to Make New (or Revise Existing) Distribution
      Elections.  Notwithstanding the required
      deadline for the submission of an initial distribution election under Articles
      4, 5 and 6 of the Plan, the Committee may, to the extent permitted by Notice
      2006-79, provide a limited period in which Participants may make new
      distribution elections, or revise existing distribution elections, with respect
      to amounts subject to the terms of the Plan, by submitting an Election Form
      on
      or before the deadline established by the Committee, which in no event shall
      be
      later than December 31, 2007.  Any distribution election(s) made by a
      Participant, and accepted by the Committee, in accordance with this Appendix
      A
      shall not be treated as a change in either the form or timing of a Participant’s
      benefit payment for purposes of Code Section 409A or the Plan.  If any
      distribution election submitted by a Participant in accordance with this
      Appendix A either (a) relates to an amount that would otherwise be paid to
      the
      Participant in 2007, or (b) would cause an amount to be paid to the Participant
      in 2007, such election shall not be effective.