Exhibit 10.8   CENTENNIAL BANK HOLDINGS, INC. DEFERRED COMPENSATION PLAN  Amended and Restated, Effective January 1, 2009


Centennial Bank Holdings, Inc. Deferred Compensation Plan  ARTICLE
  IEstablishment
  and Purpose
  3ARTICLE
  IIDefinitions
  3ARTICLE
  IIIEligibility
  and Participation
  9ARTICLE
  IVDeferrals
  10ARTICLE
  VCompany
  Contributions
  13ARTICLE
  VIBenefits
  14ARTICLE
  VIIModifications
  to Payment Schedules
  17ARTICLE
  VIIIValuation
  of Account Balances; Investments
  18ARTICLE
  IXAdministration
  19ARTICLE
  XAmendment
  and Termination
  21ARTICLE
  XIInformal
  Funding
  21ARTICLE
  XIIClaims
  22ARTICLE
  XIIIGeneral
  Provisions
  28


ARTICLE
I Establishment
and Purpose  Centennial
Bank Holdings, Inc. (the Company) hereby amends and restates the
Centennial Bank Holdings, Inc. Deferred Compensation Plan (the Plan),
effective January 1, 2009. This amendment and restatement applies to all
amounts previously or hereafter deferred under the Plan.  The
purpose of the Plan is to attract and retain key employees or Directors by
providing each Participant with an opportunity to defer receipt of a portion of
their salary, bonus, and other specified compensation. The Plan is not intended
to meet the qualification requirements of Code Section 401(a), but is
intended to meet the requirements of Code Section 409A, and shall be
operated and interpreted consistent with that intent.  The
Plan constitutes an unsecured promise by a Participating Employer to pay
benefits in the future. Participants in the Plan shall have the status of
general unsecured creditors of the Company or the Adopting Employer, as
applicable. Each Participating Employer shall be solely responsible for payment
of the benefits of its employees and their beneficiaries. The Plan is unfunded
for Federal tax purposes and is intended to be an unfunded arrangement for
eligible employees who are part of a select group of management or highly
compensated employees of the Employer within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA. Any amounts set aside to defray the
liabilities assumed by the Company or an Adopting Employer will remain the
general assets of the Company or the Adopting Employer and shall remain subject
to the claims of the Companys or the Adopting Employers creditors until such
amounts are distributed to the Participants.  ARTICLE
II Definitions  2.1Account.Account means
a bookkeeping account maintained by the Committee to record the payment
obligation of a Participating Employer to a Participant as determined under the
terms of the Plan. The Committee may maintain an Account to record the total
obligation to a Participant and component Accounts to reflect amounts payable
at different times and in different forms. Reference to an Account means any
such Account established by the Committee, as the context requires. Accounts
are intended to constitute unfunded obligations within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA.  2.2Account Balance.Account
Balance means, with respect to any Account, the total payment obligation owed
to a Participant from such Account as of the most recent Valuation Date.  2.3Adopting Employer.Adopting
Employer means an Affiliate who, with the consent of the Company, has adopted
the Plan for the benefit of its eligible employees.  3


2.4Affiliate.Affiliate
means a corporation, trade or business that, together with the Company, is
treated as a single employer under Code Section 414(b) or (c).  2.5Beneficiary.Beneficiary
means a natural person, estate, or trust designated by a Participant to receive
payments to which a Beneficiary is entitled in accordance with provisions of
the Plan. The Participants spouse, if living, otherwise the Participants
estate, shall be the Beneficiary if: (i) the
Participant has failed to properly designate a Beneficiary, or (ii) all
designated Beneficiaries have predeceased the Participant.  A
former spouse shall have no interest under the Plan, as Beneficiary or
otherwise, unless the Participant designates such person as a Beneficiary after
dissolution of the marriage, except to the extent provided under the terms of a
domestic relations order as described in 
Code Section 414(p)(1)(B).  2.6Business Day.A Business Day
is each day on which the New York Stock Exchange is open for business.  2.7Change in Control.Change in
Control, with respect to a Participating Employer that is organized as a corporation,
occurs on the date on which any of the following events occur (i) a change
in the ownership of the Participating Employer; (ii) a change in the
effective control of the Participating Employer; (iii) a change in the
ownership of a substantial portion of the assets of the Participating Employer.  For
purposes of this Section, a change in the ownership of the Participating
Employer occurs on the date on which any one person, or more than one person
acting as a group, acquires ownership of stock of the Participating Employer
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 the
Participating Employer. A change in the effective control of the Participating
Employer occurs on the date on which either (i) a person, or more than one
person acting as a group, acquires ownership of stock of the Participating
Employer possessing 30% or more of the total voting power of the stock of the
Participating Employer, taking into account all such stock acquired during the
12-month period ending on the date of the most recent acquisition, or (ii) a
majority of the members of the Participating Employer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 Board of Directors prior
to the date of the appointment or election, but only if no other corporation is
a majority shareholder of the Participating Employer. A change in the ownership
of a substantial portion of assets occurs on the date on which any one person,
or more than one person acting as a group, other than a person or group of
persons that is related to the Participating Employer, acquires assets from the
Participating Employer 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
Participating Employer immediately prior to such acquisition or acquisitions,
taking into account all such assets acquired during the 12-month period ending
on the date of the most recent acquisition.  4


An
event constitutes a Change in Control with respect to a Participant only if the
Participant performs services for the Participating Employer that has
experienced the Change in Control, or the Participants relationship to the
affected Participating Employer otherwise satisfies the requirements of
Treasury Regulation Section 1.409A-3(i)(5)(ii).  The
determination as to the occurrence of a Change in Control shall be based on
objective facts and in accordance with the requirements of Code Section 409A.  2.8Claimant.Claimant means
a Participant or Beneficiary filing a claim under Article XII of this
Plan.  2.9Code.Code means the
Internal Revenue Code of 1986, as amended from time to time.  2.10Code Section 409A.Code Section 409A
means section 409A of the Code, and regulations and other guidance issued by
the Treasury Department and Internal Revenue Service thereunder.  2.11Committee.Committee
means the Compensation, Nominating, and Governance Committee of the Board of
Directors of the Company.  2.12Company.Company means
Centennial Bank Holdings, Inc.  2.13Company Contribution.Company
Contribution means a credit by a Participating Employer to a Participants
Account(s) in accordance with the provisions of Article V of the
Plan. Company Contributions are credited at the sole discretion of the
Participating Employer and the fact that a Company Contribution is credited in
one year shall not obligate the Participating Employer to continue to make such
Company Contribution in subsequent years. Unless the context clearly indicates
otherwise, a reference to Company Contribution shall include Earnings
attributable to such contribution.  2.14Company Stock.Company Stock
means phantom shares of common stock issued by Centennial Bank Holdings, Inc.  2.15Compensation.Compensation
means a Participants base salary, bonus, commission, Directors fees, and such
other cash or equity-based compensation (if any) approved by the Committee as
Compensation that may be deferred under this Plan. Compensation shall not
include any compensation that has been previously deferred under this Plan or
any other arrangement subject to Code Section 409A.  2.16Compensation Deferral
Agreement.Compensation Deferral Agreement means an agreement
between a Participant and a Participating Employer that specifies (i) the
amount of each component of Compensation that the Participant has elected to
defer to the Plan in accordance with the provisions of Article IV, and (ii) the
Payment Schedule applicable to one or more Accounts. The Committee may permit
different deferral amounts for each component of Compensation and may establish
a minimum or maximum deferral amount for each such component. Unless otherwise
specified by the  5


Committee
in the Compensation Deferral Agreement, Participants may defer up to 80% of
their base salary and up to 100% of other types of Compensation for a Plan
Year. A Compensation Deferral Agreement may also specify the investment
allocation described in Section 8.4.  2.17Death Benefit.Death Benefit
means the benefit payable under the Plan to a Participants Beneficiary(ies)
upon the Participants death as provided in Section 6.1 of the Plan.  2.18Deferral.Deferral means
a credit to a Participants Account(s) that records that portion of the
Participants Compensation that the Participant has elected to defer to the
Plan in accordance with the provisions of Article IV. Unless the context
of the Plan clearly indicates otherwise, a reference to Deferrals includes
Earnings attributable to such Deferrals.  Deferrals
shall be calculated with respect to the gross cash Compensation payable to the
Participant prior to any deductions or withholdings, but shall be reduced by
the Committee as necessary so that it does not exceed 100% of the cash
Compensation of the Participant remaining after deduction of all required
income and employment taxes, 401(k) and other employee benefit deductions,
and other deductions required by law. Changes to payroll withholdings that
affect the amount of Compensation being deferred to the Plan shall be allowed
only to the extent permissible under Code Section 409A.  2.19         Director.  Director means a member of the Board of
Directors of the Company.  2.20Disabled.Disabled means
that a Participant is, by reason of any medically-determinable physical or
mental impairment which can be expected to result in death or can be expected
to last for a continuous period of not less than twelve months, (i) unable
to engage in any substantial gainful activity, or (ii) receiving income
replacement benefits for a period of not less than three months under an
accident and health plan covering employees of the Participants employer. The
Committee shall determine whether a Participant is Disabled in accordance with
Code Section 409A provided, however, that a Participant shall be deemed to
be Disabled if determined to be totally disabled by the Social Security
Administration or the Railroad Retirement Board.  2.21Earnings.Earnings mean
an adjustment to the value of an Account in accordance with Article VIII.  2.22Effective Date.Effective Date
means January 1, 2009. Prior to the Effective Date, the prior Plan
document will control, subject to the requirement that the Plan be administered
in accordance with Code Section 409A.  2.23Eligible Employee.Eligible
Employee means a member of a select group of management or highly compensated
employees of a Participating Employer within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA, as determined by the Committee from
time to time in its sole discretion.  6


2.24Employee.Employee means
a common-law employee of an Employer.  2.25Employer.Employer
means, with respect to Employees it employs, the Company and each Affiliate.  2.26ERISA.ERISA means
the Employee Retirement Income Security Act of 1974, as amended from time to
time.  2.27Fiscal Year Compensation.Fiscal Year
Compensation means Compensation earned during one or more consecutive fiscal
years of a Participating Employer, all of which is paid after the last day of
such fiscal year or years.  2.28Participant.Participant
means an Eligible Employee or a Director who has received notification of his
or her eligibility to defer Compensation under the Plan under Section 3.1
and any other person with an Account Balance greater than zero, regardless of
whether such individual continues to be an Eligible Employee or a Director. A
Participants continued participation in the Plan shall be governed by Section 3.2
of the Plan.  2.29Participating Employer.Participating
Employer means the Company and each Adopting Employer.  2.30Payment Schedule.Payment
Schedule means the date as of which payment of an Account under the Plan will
commence and the form in which payment of such Account will be made.  2.31Performance-Based
Compensation.Performance-Based Compensation means Compensation
where the amount of, or entitlement to, the Compensation is contingent on the
satisfaction of pre-established organizational or individual performance
criteria relating to a performance period of at least twelve consecutive
months. Organizational or individual performance criteria are considered
pre-established if established in writing by not later than ninety (90) days
after the commencement of the period of service to which the criteria relate,
provided that the outcome is substantially uncertain at the time the criteria
are established. The determination of whether Compensation qualifies as Performance-Based
Compensation will be made in accordance with Treas. Reg. Section 1.409A-1(e) and
subsequent guidance.  2.32Plan.Generally, the
term Plan means the Centennial Bank Holdings, Inc. Deferred Compensation
Plan as documented herein and as may be amended from time to time hereafter.
However, to the extent permitted or required under Code Section 409A, the
term Plan may in the appropriate context also mean a portion of the Plan that
is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the
Plan or portion of the Plan and any other nonqualified deferred compensation
plan or portion thereof that is treated as a single plan under such section.  2.33Plan Year.Plan Year
means January 1 through December 31.  7


2.34Retirement.Retirement
means a voluntary Separation from Service on or after attaining age 55.  2.35Retirement Benefit.Retirement
Benefit means the benefit payable to a Participant under the Plan following the
Retirement of the Participant.   2.36Retirement/Termination
Account.Retirement/Termination Account means an Account
established by the Committee to record the amounts payable to a Participant
upon Separation from Service. Unless the Participant has established a
Specified Date Account, all Deferrals and Company Contributions shall be
allocated to a Retirement/Termination Account on behalf of the Participant.  2.37Separation from Service.An Employee
incurs a Separation from Service upon termination of employment with the
Employer. A Director incurs a Separation from Service upon termination of his
or her service as a Director.  Whether a
Separation from Service has occurred shall be determined by the Committee in
accordance with Code Section 409A.  Except
in the case of an Employee on a bona fide leave of absence as provided below,
an Employee is deemed to have incurred a Separation from Service if the
Employer and the Employee reasonably anticipated that the level of services to
be performed by the Employee after a date certain would be reduced to 20% or
less of the average services rendered by the Employee during the immediately
preceding 36-month period (or the total period of employment, if less than 36
months), disregarding periods during which the Employee was on a bona fide
leave of absence.  An
Employee who is absent from work due to military leave, sick leave, or other
bona fide leave of absence shall incur a Separation from Service on the first
date immediately following the later of (i) the six-month anniversary of
the commencement of the leave or (ii) the expiration of the Employees
right, if any, to reemployment under statute or contract. Notwithstanding the
preceding, however, an Employee who is absent from work due to a physical or
mental impairment that is expected to result in death or last for a continuous
period of at least six months and that prevents the Employee from performing
the duties of his position of employment or a similar position shall incur a
Separation from Service on the first date immediately following the 29-month
anniversary of the commencement of the leave.  If
a Participant is both a Director and an Employee, Separation from Service under
this Plan will occur upon an individuals separation in both capacities. For
purposes of determining whether a Separation from Service has occurred, the
Employer means the Employer as defined in Section 2.26 of the Plan, except
that for purposes of determining whether another organization is an Affiliate
of the Company, common ownership of at least 50% shall be determinative.  8


The
Committee specifically reserves the right to determine whether a sale or other
disposition of substantial assets to an unrelated party constitutes a
Separation from Service with respect to a Participant providing services to the
seller immediately prior to the transaction and providing services to the buyer
after the transaction. Such determination shall be made in accordance with the
requirements of Code Section 409A.  2.38Specified Date Account.A Specified
Date Account means an Account established pursuant to Section 4.3 that
will be paid (or that will commence to be paid) at a future date as specified
in the Participants Compensation Deferral Agreement. Unless otherwise
determined by the Committee, a Participant may maintain no more than five
Specified Date Accounts. A Specified Date Account may be identified in enrollment
materials as an In-Service Account.  2.39Specified Date Benefit.Specified Date
Benefit means the benefit payable to a Participant under the Plan in accordance
with Section 6.1(c).  2.40Substantial Risk of
Forfeiture.Substantial Risk of Forfeiture shall have the
meaning specified in Treas. Reg. Section 1.409A-1(d).  2.41Termination Benefit.Termination
Benefit means the benefit payable to a Participant under the Plan following the
Participants Separation from Service prior to Retirement.  2.42Unforeseeable Emergency.An
Unforeseeable Emergency means a severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participants
spouse, the Participants dependent (as defined in Code section 152, without regard
to section 152(b)(1), (b)(2), and (d)(1)(B)), or a Beneficiary; loss of the
Participants property due to casualty (including the need to rebuild a home
following damage to a home not otherwise covered by insurance, for
example,  as a result of a natural
disaster); or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant. The types
of events which may qualify as an Unforeseeable Emergency may be limited by the
Committee.  2.43Valuation Date.Valuation Date
shall mean each Business Day.  ARTICLE
III Eligibility
and Participation  3.1Eligibility and
Participation.An Eligible Employee or a Director becomes a
Participant upon the earlier to occur of (i) a credit of Company Contributions
under Article V or (ii) receipt of notification of eligibility to
participate.  3.2Duration.A Participant
shall be eligible to defer Compensation and receive allocations of Company
Contributions, subject to the terms of the Plan, for as long as such
Participant remains an Eligible Employee or a Director. A Participant who is no
longer an Eligible Employee or a Director but has not Separated from Service
may not defer Compensation  9


under
the Plan but may otherwise exercise all of the rights of a Participant under
the Plan with respect to his or her Account(s). On and after a Separation from
Service, a Participant shall remain a Participant as long as his or her Account
Balance is greater than zero and during such time may continue to make
allocation elections as provided in Section 8.4. An individual shall cease
being a Participant in the Plan when all benefits under the Plan to which he or
she is entitled have been paid  ARTICLE IV Deferrals  4.1Deferral
Elections, Generally.  (a)A Participant may elect to
defer Compensation during the enrollment periods established by the Committee
and in the manner specified by the Committee, but in any event, in accordance
with Section 4.2. A Compensation Deferral Agreement that is not timely
filed with respect to a service period or component of Compensation shall be
considered void and shall have no effect with respect to such service period or
Compensation. The Committee may modify any Compensation Deferral Agreement
prior to the date the election becomes irrevocable under the rules of Section 4.2.  (b)The Participant shall
specify on his or her Compensation Deferral Agreement whether to allocate
Deferrals to a Retirement/Termination Account or to a Specified Date Account.
If no designation is made, all Deferrals shall be allocated to the
Retirement/Termination Account. A Participant may also specify in his or her
Compensation Deferral Agreement the Payment Schedule applicable to his or her
Plan Accounts. If the Payment Schedule is not specified in a Compensation
Deferral Agreement, the Payment Schedule shall be the Payment Schedule
specified in Section 6.2.  4.2           Timing Requirements for
Compensation Deferral Agreements.  (a)First
Year of Eligibility.In the case of the first year in which an Eligible
Employee or a Director becomes eligible to participate in the Plan, he has up
to 30 days following his initial eligibility to submit a Compensation Deferral
Agreement with respect to Compensation to be earned during such year. The
Compensation Deferral Agreement described in this paragraph becomes irrevocable
upon the end of such 30-day period. The determination of whether an Eligible
Employee or a Director may file a Compensation Deferral Agreement under this
paragraph shall be determined in accordance with the rules of Code Section 409A,
including the provisions of Treas. Reg. Section 1.409A-2(a)(7).  A Compensation
Deferral Agreement filed under this paragraph applies to Compensation earned on
and after the date the Compensation Deferral Agreement becomes irrevocable.  10


(b)Prior
Year Election.Except as otherwise provided in this Section 4.2,
Participants may defer Compensation by filing a Compensation Deferral Agreement
no later than December 31 of the year prior to the year in which the
Compensation to be deferred is earned. A Compensation Deferral Agreement
described in this paragraph shall become irrevocable with respect to such
Compensation as of January 1 of the year in which such Compensation is
earned.  (c)Performance-Based
Compensation.Participants may file a Compensation Deferral
Agreement with respect to Performance-Based Compensation no later than the date
that is six months before the end of the performance period, provided that:  (i)the Participant performs
services continuously from the later of the beginning of the performance period
or the date the criteria are established through the date the Compensation
Deferral Agreement is submitted; and  (ii)the Compensation is not
readily ascertainable as of the date the Compensation Deferral Agreement is
filed.  A
Compensation Deferral Agreement becomes irrevocable with respect to
Performance-Based Compensation as of the day immediately following the latest
date for filing such election. Any election to defer Performance-Based
Compensation that is made in accordance with this paragraph and that becomes
payable as a result of the Participants death or disability (as defined in
Treas. Reg. Section 1.409A-1(e)) or upon a Change in Control (as defined
in Treas. Reg. Section 1.409A-3(i)(5)) prior to the satisfaction of the
performance criteria, will be void.  (d)Sales
Commissions.Sales commissions (as defined in Treas. Reg. Section 1.409A-2(a)(12)(i))
are considered to be earned in the taxable year of the Participant in which the
sale occurs. The Compensation Deferral Agreement must be filed before the last
day of the year preceding the year in which the sales commissions are earned
and becomes irrevocable after that date.  (e)Fiscal
Year Compensation.A Participant may defer Fiscal Year Compensation by
filing a Compensation Deferral Agreement prior to the first day of the fiscal
year or years in which such Fiscal Year Compensation is earned. The
Compensation Deferral Agreement described in this paragraph becomes irrevocable
on the first day of the fiscal year or years to which it applies.  (f)Short-Term
Deferrals.Compensation that meets the definition of a short-term
deferral described in Treas. Reg. Section 1.409A-1(b)(4) may be
deferred in accordance with the rules of Article VII, applied as if
the date the Substantial Risk of Forfeiture lapses is the date payments were
originally scheduled to commence, provided, however, that the provisions of Section 7.3
shall not apply to payments  11


attributable to a Change in Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)).  (g)Certain
Forfeitable Rights.With respect to a legally binding right to a payment
in a subsequent year that is subject to a forfeiture condition requiring the
Participants continued services for a period of at least twelve months from
the date the Participant obtains the legally binding right, an election to
defer such Compensation may be made on or before the 30th day after the
Participant obtains the legally binding right to the Compensation, provided
that the election is made at least twelve months in advance of the earliest
date at which the forfeiture condition could lapse. The Compensation Deferral
Agreement described in this paragraph becomes irrevocable after such 30th day.
If the forfeiture condition applicable to the payment lapses before the end of
the required service period as a result of the Participants death or disability
(as defined in Treas. Reg. Section 1.409A-3(i)(4)) or upon a Change in
Control (as defined in Treas. Reg. Section 1.409A-3(i)(5)), the
Compensation Deferral Agreement will be void unless it would be considered
timely under another rule described in this Section.  (h)Company
Awards.Participating Employers may unilaterally provide for deferrals of
Company awards prior to the date of such awards. Deferrals of Company awards
(such as sign-on, retention, or severance pay) may be negotiated with a
Participant or prospective Employee prior to the date such individual has a
legally binding right to such Compensation.  (i)Evergreen
Deferral Elections.The Committee, in its discretion, may provide in
the Compensation Deferral Agreement that such Compensation Deferral Agreement
will continue in effect for each subsequent year or performance period. Such evergreen
Compensation Deferral Agreements will become effective with respect to an item
of Compensation on the date such election becomes irrevocable under this Section 4.2.
An evergreen Compensation Deferral Agreement may be terminated or modified
prospectively with respect to Compensation for which such election remains
revocable under this Section 4.2. A Participant whose Compensation
Deferral Agreement is cancelled in accordance with Section 4.6 will be
required to file a new Compensation Deferral Agreement under this Article IV
in order to recommence Deferrals under the Plan.  4.3Allocation of Deferrals.A Compensation
Deferral Agreement may allocate Deferrals to one or more Specified Date
Accounts and/or to the Retirement/Termination Account. The Committee may, in
its discretion, establish a minimum deferral period for Specified Date Accounts
(for example, the third Plan Year following the year Compensation subject to
the Compensation Deferral Agreement is earned).  4.4Deductions from Pay.The Committee
has the authority to determine the payroll practices under which any component
of Compensation subject to a Compensation Deferral Agreement will be deducted
from a Participants Compensation.  12


4.5Vesting.Participant
Deferrals shall be 100% vested at all times.  4.6Cancellation of Deferrals.The Committee
may cancel a Participants Deferrals (i) for the balance of the Plan Year
in which an Unforeseeable Emergency occurs, (ii) if the Participant
receives a hardship distribution under the Employers qualified 401(k) plan,
through the end of the Plan Year in which the six-month anniversary of the
hardship distribution falls, and (iii) during periods in which the
Participant is unable to perform the duties of his or her position or any
substantially similar position due to a mental or physical impairment that can
be expected to result in death or last for a continuous period of at least six
months, provided cancellation occurs by the later of the end of the taxable
year of the Participant or the 15th day of the third month following
the date the Participant incurs the disability (as defined in this paragraph
(iii)).  ARTICLE
V Company
Contributions  5.1401(k) Plan
Excess and/or Make-Up Contribution. The Company may, in its
sole discretion, make a Company Contribution at the end of each Plan Year in an
amount (if any) to restore lost company matching contributions to the Companys
401(k) plan that would have been made by the Company during the 401(k) plan
year that corresponds to this Plan Year because of deferrals into this Plan (a Make-Up
Company Contribution) or because of limitations imposed by Code Section 401(a)(17)
on the amount of Compensation that can be considered to determine 401(k) plan
matching company contributions (an Excess Company Contribution), or
both.  The amount of such Company
Contribution shall equal the difference between the amount of company matching
contribution that would have been made to the Participants account in the
Company 401(k) plan had Deferrals into this Plan not occurred and/or had
Code Section 401(a)(17) limits applied; and (ii) the actual amount of
the Company matching contribution to the 401(k) plan for such Participant
during such plan year.  Make-Up Company
Contributions will be credited to a Participants Retirement/Termination
Account.  5.2Discretionary
Company Contributions.The Participating Employer may, from time to
time in its sole and absolute discretion, credit Company Contributions to any
Participant in any amount determined by the Participating Employer. Such
contributions will be credited to a Participants Retirement/Termination
Account.  5.3Vesting.  The Make-Up and/or Excess Company
Contribution described in Section 5.1 above, and the Earnings thereon,
shall vest in accordance with the same vesting schedule as is utilized in the
401(k) plan for Company matching contributions to that plan.  Company Contributions described in Section 5.2,
above, and the Earnings thereon, shall vest in accordance with the vesting
schedule(s) established by the Committee at the time that the Company
Contribution is made.  The foregoing
provisions concerning vesting of Company Contributions notwithstanding, and
subject to the requirements of  13


Treasury Department regulations promulgated under Code Section 409A,
all Company Contributions shall become 100% vested upon the occurrence of the
earliest of: (i) the death of the Participant; (ii) the Disability of
the Participant, (iii) Retirement of the Participant, (iv) a Change
in Control, or (v) a Change of Control, as defined in the Companys 2005
Stock Incentive Plan.  The Company may,
at any time, in its sole discretion, increase a Participants vested interest
in a Company Contribution.  The portion
of a Participants Accounts that remains unvested upon his or her Separation
from Service after the application of the terms of this Section 5.3 shall
be forfeited.  ARTICLE
VI Benefits  6.1Benefits, Generally.A Participant
shall be entitled to the following benefits under the Plan:  (a)Retirement
Benefit.Upon the Participants Separation from Service due
to Retirement, he or she shall be entitled to a Retirement Benefit. The
Retirement Benefit shall be equal to the vested portion of the
Retirement/Termination Account and the vested portion of any Specified Date
Accounts that are not yet in pay status. Notwithstanding the preceding
sentence, a Participant may elect, upon the establishment of a Specified Date Account,
to have such Account paid solely as a Specified Date Benefit. Any such Account
will be excluded from the Retirement Benefit.
The Retirement Benefit shall be based on the value of that Account as of the
end of the sixth month after the month in which Separation from Service occurs.
Payment of the Retirement Benefit will be made or begin on or after the first
day of the seventh month following the month in which Separation from Service
occurs  (b)Termination
Benefit.Upon the Participants Separation from Service for
reasons other than death, Disability or Retirement, he or she shall be entitled
to a Termination Benefit. The Termination Benefit shall be equal to the vested
portion of the Retirement/Termination Account and the vested portion of any unpaid
balances in any Specified Date Accounts. Notwithstanding the preceding
sentence, a Participant may elect, upon the establishment of a Specified Date
Account, to have such Account paid solely as a Specified Date Benefit. Any such
Account will be excluded from the Termination Benefit.
The Termination Benefit shall be based on the value of the
Retirement/Termination Account as of the end of the sixth month after the month
in which Separation from Service occurs. Payment of the Termination Benefit
will be made or begin on or after the first day of the seventh month following
the month in which Separation from Service occurs.  14


(c)Specified
Date Benefit.If the Participant has established one or more Specified
Date Accounts, he or she shall be entitled to a Specified Date Benefit with
respect to each such Specified Date Account. The Specified Date Benefit shall
be equal to the vested portion of the Specified Date Account, based on the
value of that Account as of the end of the month designated by the Participant
at the time the Account was established. Payment of the Specified Date Benefit
will be made or begin on or after the first day of the month following the
designated month.  (d)Death
Benefit.In the event of the Participants death, his or her
designated Beneficiary(ies) shall be entitled to a Death Benefit. The Death
Benefit shall be equal to the vested portion of the Retirement/Termination
Account and the vested portion of any unpaid balances in any Specified Date
Accounts. The Death Benefit shall be based on the value of the Accounts as of
the end of the month in which death occurred, with payment made on or after the
first day of the following month.  (e)Unforeseeable
Emergency Payments.A Participant who experiences an Unforeseeable
Emergency may submit a written request to the Committee to receive payment of
all or any portion of his or her vested Accounts. Whether a Participant or
Beneficiary is faced with an Unforeseeable Emergency permitting an emergency
payment shall be determined by the Committee based on the relevant facts and
circumstances of each case, but, in any case, a distribution on account of
Unforeseeable Emergency may not be made to the extent that such emergency is or
may be reimbursed through insurance or otherwise, by liquidation of the
Participants assets, to the extent the liquidation of such assets would not
cause severe financial hardship, or by cessation of Deferrals under this Plan.
If an emergency payment is approved by the Committee, the amount of the payment
shall not exceed the amount reasonably necessary to satisfy the need, taking
into account the additional compensation that is available to the Participant
as the result of cancellation of deferrals to the Plan, including amounts
necessary to pay any taxes or penalties that the Participant reasonably
anticipates will result from the payment. The amount of the emergency payment
shall be subtracted first from the vested portion of the Participants
Retirement/Termination Account until depleted and then from the vested
Specified Date Accounts, beginning with the Specified Date Account with the
latest payment commencement date. Emergency payments shall be paid in a single
lump sum within the 90-day period following the date the payment is approved by
the Committee.  6.2Form of Payment.  (a)Retirement
Benefit.A Participant who is entitled to receive a
Retirement Benefit shall receive payment of such benefit in a single lump sum,
unless the Participant elects on his or her initial Compensation Deferral
Agreement to have such benefit paid in one of the following alternative forms
of payment (i) substantially equal annual installments over a period of
two to fifteen years, as elected by the Participant; or (ii) a lump sum
payment of a percentage of the balance in the  15


Retirement/Termination Account, with the balance paid in substantially
equal annual installments over a period of two to fifteen years, as elected by
the Participant.  (b)Termination
Benefit.A Participant who is entitled to receive a
Termination Benefit shall receive payment of such benefit in a single lump sum.  (c)Specified
Date Benefit.The Specified Date Benefit shall be paid in a
single lump sum, unless the Participant elects on the Compensation Deferral
Agreement with which the account was established to have the Specified Date
Account paid in substantially equal annual installments over a period of two to
five years, as elected by the Participant.  Notwithstanding any provision of this Plan to the contrary, a Specified
Date Account not included as a part of the Retirement Benefit or Termination
Benefit will be payable in a single lump sum upon a Participants Separation
from Service if (i) the applicable Retirement Benefit or Termination
Benefit is payable in a lump sum and (ii) the Participant has not made an
election under Sections 6.1(a) and (b) to receive such Account solely
as a Specified Date Benefit.  (d)Death
Benefit.A designated Beneficiary who is entitled to receive
a Death Benefit shall receive payment of such benefit in a single lump sum.  (e)Change
in Control.A Participant will receive his or her Retirement or
Termination Benefit in a single lump sum upon a Separation from Service within
24 months following a Change in Control. In addition to the foregoing, upon a
Change in Control, a Participant who has incurred a Separation from Service
prior to the Change in Control will receive the balance of all unpaid Accounts
in a single lump sum.  Accounts will be
valued as of the last day of the month following the Change in Control and will
be paid within 90 days of said Change in Control or, if later, the date for
payment of such Participants Retirement or Termination Benefit.  (f)Small
Account Balances.The Committee may, in its sole discretion which
shall be evidenced in writing no later than the date of payment, elect to pay
the value of the Participants Accounts upon a Separation from Service in a
single lump sum if the balance of such Accounts is not greater than the
applicable dollar amount under Code Section 402(g)(1)(B), provided the
payment represents the complete liquidation of the Participants interest in
the Plan.  (g)Rules Applicable
to Installment Payments.If a Payment Schedule specifies installment
payments, annual payments will be made beginning as of the payment commencement
date for such installments and shall continue on each anniversary thereof until
the number of installment payments specified in the Payment Schedule has been
paid. The amount of each installment payment shall be  16


determined by dividing (a) by (b), where (a) equals the
Account Balance as of the Valuation Date and (b) equals the remaining
number of installment payments.  For purposes of Article VII, installment payments will be treated
as a single form of payment. If a lump sum equal to less than 100% of the
Retirement/Termination Account is paid, the payment commencement date for the
installment form of payment will be the first anniversary of the payment of the
lump sum.  6.3Acceleration of or Delay in
Payments.The Committee, in its sole and absolute discretion,
may elect to accelerate the time or form of payment of a benefit owed to the
Participant hereunder, provided such acceleration is permitted under Treas.
Reg. Section 1.409A-3(j)(4). The Committee may also, in its sole and
absolute discretion, delay the time for payment of a benefit owed to the
Participant hereunder, to the extent permitted under Treas. Reg. Section 1.409A-2(b)(7).
If the Plan receives a domestic relations order (within the meaning of Code Section 414(p)(1)(B))
directing that all or a portion of a Participants Accounts be paid to an alternate
payee, any amounts to be paid to the alternate payee(s) shall be paid in
a single lump sum.  ARTICLE
VII Modifications
to Payment Schedules  7.1Participants Right to
Modify.A Participant may modify any or
all of the alternative Payment Schedules with respect to an Account, consistent
with the permissible Payment Schedules available under the Plan, provided such
modification complies with the requirements of this Article VII.  7.2Time of Election.The date on
which a modification election is submitted to the Committee must be at least
twelve months prior to the date on which payment is scheduled to commence under
the Payment Schedule in effect prior to the modification.  7.3Date of Payment under
Modified Payment Schedule.Except with respect to
modifications that relate to the payment of a Death Benefit, the date payments
are to commence under the modified Payment Schedule must be no earlier than
five years after the date payment would have commenced under the original
Payment Schedule. Under no circumstances may a modification election result in
an acceleration of payments in violation of Code Section 409A.  7.4Effective Date.A modification
election submitted in accordance with this Article VII is irrevocable upon
receipt by the Committee and becomes effective 12 months after such date.  7.5Effect on Accounts.An election to
modify a Payment Schedule is specific to the Account or payment event to which
it applies, and shall not be construed to affect the Payment Schedules of any
other Accounts.  17


ARTICLE
VIII Valuation
of Account Balances; Investments  8.1Valuation.Deferrals
shall be credited to appropriate Accounts on the date such Compensation would
have been paid to the Participant absent the Compensation Deferral Agreement.
Company Contributions shall be credited to the Retirement/Termination Account
at the times determined by the Committee. Valuation of Accounts shall be
performed under procedures approved by the Committee.  8.2Earnings Credit.Each Account
will be credited with Earnings on each Business Day, based upon the Participants
investment allocation among a menu of investment options selected in advance by
the Committee, in accordance with the provisions of this Article VIII (investment
allocation).  8.3Investment Options. Investment
options will be determined by the Committee. The Committee, in its sole
discretion, shall be permitted to add or remove investment options from the
Plan menu from time to time, provided that any such additions or removals of
investment options shall not be effective with respect to any period prior to
the effective date of such change.  8.4Investment Allocations.A Participants
investment allocation constitutes a deemed, not actual, investment among the
investment options comprising the investment menu. At no time shall a
Participant have any real or beneficial ownership in any investment option
included in the investment menu, nor shall the Participating Employer or any
trustee acting on its behalf have any obligation to purchase actual securities
as a result of a Participants investment allocation. A Participants
investment allocation shall be used solely for purposes of adjusting the value
of a Participants Account Balances.  A
Participant shall specify an investment allocation for each of his Accounts in
accordance with procedures established by the Committee.  Allocation among the investment options must
be designated in increments of 1%. The Participants investment allocation will
become effective on the same Business Day or, in the case of investment
allocations received after a time specified by the Committee, the next Business
Day.  A
Participant may change an investment allocation on any Business Day, both with
respect to future credits to the Plan and with respect to existing Account
Balances, in accordance with procedures adopted by the Committee. Changes shall
become effective on the same Business Day or, in the case of investment
allocations received after a time specified by the Committee, the next Business
Day, and shall be applied prospectively.  8.5Unallocated Deferrals and
Accounts.If the Participant fails to make an investment
allocation with respect to an Account, such Account shall be invested in an
investment option, the primary objective of which is the preservation of capital,
as determined by the Committee.  18


8.6Company Stock.The Committee
may include Company Stock as one of the investment options described in Section 8.3.
The Committee may, in its sole discretion, limit the investment allocation of
Company Contributions to Company Stock. The Committee may also require
Deferrals consisting of equity-based Compensation to be allocated to Company
Stock.  8.7Diversification.A Participant
may not re-allocate an investment in Company Stock into another investment
option. The portion of an Account that is invested in Company Stock will be
paid under Article VI in the form of whole shares of Company Stock.  8.8Effect on Installment
Payments.If an Account is to be paid in installments, the
Committee will determine the portion of each payment that will be paid in the
form of Company Stock.  8.9Dividend Equivalents.Dividend
equivalents with respect to Company Stock will be credited to the applicable
Accounts in the form of additional shares or units of Company Stock.  ARTICLE
IX Administration  9.1Plan Administration. This Plan
shall be administered by the Committee which shall have discretionary authority
to make, amend, interpret and enforce all appropriate rules and regulations
for the administration of this Plan and to utilize its discretion to decide or
resolve any and all questions, including but not limited to eligibility for
benefits and interpretations of this Plan and its terms, as may arise in
connection with the Plan. Claims for benefits shall be filed with the Committee
and resolved in accordance with the claims procedures in Article XII.  9.2Administration Upon Change
in Control.Upon a Change in Control, the Committee, as
constituted immediately prior to such Change in Control, shall continue to act
as the Committee. The individual who was the Chief Executive Officer of the
Company (or if such person is unable or unwilling to act, the next highest
ranking officer) prior to the Change in Control shall have the authority (but
shall not be obligated) to appoint an independent third party to act as the
Committee.  Upon
such Change in Control, the Company may not remove the Committee, unless 2/3rds
of the members of the Board of Directors of the Company and a majority of
Participants and Beneficiaries with Account Balances consent to the removal and
replacement Committee. Notwithstanding the foregoing, neither the Committee nor
the officer described above shall have authority to direct investment of trust
assets under any rabbi trust described in Section 11.2.  The
Participating Employer shall, with respect to the Committee identified under
this Section, (i) pay all reasonable expenses and fees of the Committee, (ii) indemnify
the  19


Committee
(including individuals serving as Committee) against any costs, expenses and
liabilities including, without limitation, attorneys fees and expenses arising
in connection with the performance of the Committee hereunder, except with
respect to matters resulting from the Committees gross negligence or willful
misconduct and (iii) supply full and timely information to the Committee
on all matters related to the Plan, any rabbi trust, Participants,
Beneficiaries and Accounts as the Committee may reasonably require.  9.3Withholding.The
Participating Employer shall have the right to withhold from any payment due
under the Plan (or with respect to any amounts credited to the Plan) any taxes
required by law to be withheld in respect of such payment (or credit).
Withholdings with respect to amounts credited to the Plan shall be deducted
from Compensation that has not been deferred to the Plan.  9.4Indemnification.The
Participating Employers shall indemnify and hold harmless each employee,
officer, director, agent or organization, to whom or to which are delegated
duties, responsibilities, and authority under the Plan or otherwise with
respect to administration of the Plan, including, without limitation, the
Committee and its agents, against all claims, liabilities, fines and penalties,
and all expenses reasonably incurred by or imposed upon him or it (including
but not limited to reasonable attorney fees) which arise as a result of his or
its actions or failure to act in connection with the operation and
administration of the Plan to the extent lawfully allowable and to the extent
that such claim, liability, fine, penalty, or expense is not paid for by
liability insurance purchased or paid for by the Participating Employer.
Notwithstanding the foregoing, the Participating Employer shall not indemnify
any person or organization if his or its actions or failure to act are due to
gross negligence or willful misconduct or for any such amount incurred through
any settlement or compromise of any action unless the Participating Employer
consents in writing to such settlement or compromise.  9.5Delegation of Authority.In the
administration of this Plan, the Committee may, from time to time, employ
agents and delegate to them such administrative duties as it sees fit, and may
from time to time consult with legal counsel who shall be legal counsel to the
Company.  9.6Binding Decisions or
Actions.The decision or action of the Committee in respect
of any question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations
thereunder shall be final and conclusive and binding upon all persons having
any interest in the Plan.  ARTICLE
X Amendment
and Termination  10.1Amendment and Termination.The Company
may at any time and from time to time amend the Plan or may terminate the Plan
as provided in this Article X. Each Participating Employer may also
terminate its participation in the Plan.  20


10.2Amendments.The Company,
by action taken by its Board of Directors, may amend the Plan at any time and
for any reason, provided that any such amendment shall not reduce the vested
Account Balances of any Participant accrued as of the date of any such
amendment or restatement (as if the Participant had incurred a voluntary
Separation from Service on such date) or reduce any rights of a Participant
under the Plan or other Plan features with respect to Deferrals made prior to
the date of any such amendment or restatement without the consent of the
Participant. The Board of Directors of the Company may delegate to the
Committee the authority to amend the Plan without the consent of the Board of
Directors for the purpose of (i) conforming the Plan to the requirements
of law, (ii) facilitating the administration of the Plan, (iii) clarifying
provisions based on the Committees interpretation of the document and (iv) making
such other amendments as the Board of Directors may authorize.  10.3Termination.The Company,
by action taken by its Board of Directors, may terminate the Plan and pay
Participants and Beneficiaries their Account Balances in a single lump sum at
any time, to the extent and in accordance with Treas. Reg. Section 1.409A-3(j)(4)(ix).
If a Participating Employer terminates its participation in the Plan, the
benefits of affected Employees shall be paid at the time provided in Article VI.  10.4Accounts Taxable Under Code Section 409A.The Plan is
intended to constitute a plan of deferred compensation that meets the
requirements for deferral of income taxation under Code Section 409A. The
Committee, pursuant to its authority to interpret the Plan, may sever from the
Plan or any Compensation Deferral Agreement any provision or exercise of a
right that otherwise would result in a violation of Code Section 409A.  ARTICLE
XI Informal
Funding  11.1General Assets.Obligations
established under the terms of the Plan may be satisfied from the general funds
of the Participating Employers, or a trust described in this Article XI.
No Participant, spouse or Beneficiary shall have any right, title or interest
whatever in assets of the Participating Employers. Nothing contained in this
Plan, and no action taken pursuant to its provisions, shall create or be construed
to create a trust of any kind, or a fiduciary relationship, between the
Participating Employers and any Employee, spouse, or Beneficiary. To the extent
that any person acquires a right to receive payments hereunder, such rights are
no greater than the right of an unsecured general creditor of the Participating
Employer.  11.2Rabbi Trust.A
Participating Employer may, in its sole discretion, establish a grantor trust,
commonly known as a rabbi trust, as a vehicle for accumulating assets to pay
benefits under the Plan. Payments under the Plan may be paid from the general
assets of the Participating Employer or from the assets of any such rabbi
trust. Payment from any such source shall reduce the obligation owed to the
Participant or Beneficiary under the Plan.  21


If
a rabbi trust is in existence upon the occurrence of a change in control, as
defined in such trust, the Participating Employer shall, upon such change in
control, and on each anniversary of the change in control, contribute in cash
or liquid securities such amounts as are necessary so that the value of assets
after making the contributions exceed the total value of all Account Balances
by 125%.  ARTICLE
XII Claims  12.1Filing a Claim.Any
controversy or claim arising out of or relating to the Plan shall be filed in
writing with the Committee which shall make all determinations concerning such
claim. Any claim filed with the Committee and any decision by the Committee
denying such claim shall be in writing and shall be delivered to the
Participant or Beneficiary filing the claim (the Claimant).  (a)In General.Notice of a
denial of benefits (other than Disability benefits) will be provided within
ninety (90) days of the Committees receipt of the Claimants claim for
benefits. If the Committee determines that it needs additional time to review
the claim, the Committee will provide the Claimant with a notice of the
extension before the end of the initial ninety (90) day period. The extension
will not be more than ninety (90) days from the end of the initial ninety (90)
day period and the notice of extension will explain the special circumstances
that require the extension and the date by which the Committee expects to make
a decision.  (b)Disability Benefits.Notice of
denial of Disability benefits will be provided within forty-five (45) days of
the Committees receipt of the Claimants claim for Disability benefits. If the
Committee determines that it needs additional time to review the Disability
claim, the Committee will provide the Claimant with a notice of the extension
before the end of the initial forty-five (45) day period. If the Committee
determines that a decision cannot be made within the first extension period due
to matters beyond the control of the Committee, the time period for making a
determination may be further extended for an additional thirty (30) days. If
such an additional extension is necessary, the Committee shall notify the
Claimant prior to the expiration of the initial thirty (30) day extension. Any
notice of extension shall indicate the circumstances necessitating the
extension of time, the date by which the Committee expects to furnish a notice
of decision, the specific standards on which such entitlement to a benefit is
based, the unresolved issues that prevent a decision on the claim and any
additional information needed to resolve those issues. A Claimant will be
provided a minimum of forty-five (45) days to submit any necessary additional
information to the Committee. In the event that a thirty (30) day extension is
necessary due to a Claimants failure to submit information necessary to decide
a claim, the period for furnishing a notice of decision shall be tolled from
the date on which the notice of the extension is  22


sent
to the Claimant until the earlier of the date the Claimant responds to the
request for additional information or the response deadline.  (c)Contents of Notice.If a claim for
benefits is completely or partially denied, notice of such denial shall be in
writing and shall set forth the reasons for denial in plain language. The
notice shall (i) cite the pertinent provisions of the Plan document and (ii) explain,
where appropriate, how the Claimant can perfect the claim, including a
description of any additional material or information necessary to complete the
claim and why such material or information is necessary. The claim denial also
shall include an explanation of the claims review procedures and the time
limits applicable to such procedures, including a statement of the Claimants
right to bring a civil action under Section 502(a) of ERISA following
an adverse decision on review. In the case of a complete or partial denial of a
Disability benefit claim, the notice shall provide a statement that the
Committee will provide to the Claimant, upon request and free of charge, a copy
of any internal rule, guideline, protocol, or other similar criterion that was
relied upon in making the decision.  12.2Appeal of Denied Claims.A Claimant
whose claim has been completely or partially denied shall be entitled to appeal
the claim denial by filing a written appeal with a committee designated to hear
such appeals (the Appeals Committee). A Claimant who timely requests a review
of the denied claim (or his or her authorized representative) may review, upon
request and free of charge, copies of all documents, records and other
information relevant to the denial and may submit written comments, documents, records
and other information relevant to the claim to the Appeals Committee. All
written comments, documents, records, and other information shall be considered
relevant if the information (i) was relied upon in making a benefits
determination,(ii) was submitted, considered or generated in the course of
making a benefits decision regardless of whether it was relied upon to make the
decision, or (iii) demonstrates compliance with administrative processes
and safeguards established for making benefit decisions. The Appeals Committee
may, in its sole discretion and if it deems appropriate or necessary, decide to
hold a hearing with respect to the claim appeal.  (a)In
General.Appeal of a denied benefits claim (other than a
Disability benefits claim) must be filed in writing with the Appeals Committee
no later than sixty (60) days after receipt of the written notification of such
claim denial. The Appeals Committee shall make its decision regarding the
merits of the denied claim within sixty (60) days following receipt of the
appeal (or within one hundred and twenty (120) days after such receipt, in a
case where there are special circumstances requiring extension of time for
reviewing the appealed claim). If an extension of time for reviewing the appeal
is required because of special circumstances, written notice of the extension
shall be furnished to the Claimant prior to the commencement of the extension.
The notice will indicate the special circumstances requiring the extension of
time and the date by which the Appeals Committee expects to render the
determination on review. The review will take into account comments, documents,
records and other information submitted by  23


the Claimant relating to the claim without regard to whether such
information was submitted or considered in the initial benefit determination.  (b)Disability
Benefits.Appeal of a denied Disability benefits claim must
be filed in writing with the Appeals Committee no later than one hundred eighty
(180) days after receipt of the written notification of such claim denial. The
review shall be conducted by the Appeals Committee (exclusive of the person who
made the initial adverse decision or such persons subordinate). In reviewing
the appeal, the Appeals Committee shall (i) not afford deference to the
initial denial of the claim, (ii) consult a medical professional who has
appropriate training and experience in the field of medicine relating to the
Claimants disability and who was neither consulted as part of the initial
denial nor is the subordinate of such individual and (iii) identify the
medical or vocational experts whose advice was obtained with respect to the
initial benefit denial, without regard to whether the advice was relied upon in
making the decision. The Appeals Committee shall make its decision regarding
the merits of the denied claim within forty-five (45) days following receipt of
the appeal (or within ninety (90) days after such receipt, in a case where
there are special circumstances requiring extension of time for reviewing the
appealed claim). If an extension of time for reviewing the appeal is required
because of special circumstances, written notice of the extension shall be
furnished to the Claimant prior to the commencement of the extension. The
notice will indicate the special circumstances requiring the extension of time
and the date by which the Appeals Committee expects to render the determination
on review. Following its review of any additional information submitted by the
Claimant, the Appeals Committee shall render a decision on its review of the
denied claim.  (c)Contents
of Notice.If a benefits claim is completely or partially
denied on review, notice of such denial shall be in writing and shall set forth
the reasons for denial in plain language.  The
decision on review shall set forth (i) the specific reason or reasons for
the denial, (ii) specific references to the pertinent Plan provisions on
which the denial is based, (iii) a statement that the Claimant is entitled
to receive, upon request and free of charge, reasonable access to and copies of
all documents, records, or other information relevant (as defined above) to the
Claimants claim, and (iv) a statement describing any voluntary appeal
procedures offered by the plan and a statement of the Claimants right to bring
an action under Section 502(a) of ERISA.  (d)For the denial
of a Disability benefit, the notice will also include a statement that the
Appeals Committee will provide, upon request and free of charge, (i) any
internal rule, guideline, protocol or other similar criterion relied upon in
making the decision, (ii) any medical opinion relied upon to make the
decision and (iii) the required statement under Section 2560.503-1(j)(5)(iii) of
the Department of Labor regulations.  24


12.3Claims Appeals Upon Change
in Control.Upon a Change in Control, the Appeals Committee, as
constituted immediately prior to such Change in Control, shall continue to act
as the Appeals Committee. Upon such Change in Control, the Company may not
remove any member of the Appeals Committee, but may replace resigning members
if 2/3rds of the members of the Board of Directors of the Company and a
majority of Participants and Beneficiaries with Account Balances consent to the
replacement.  The
Appeals Committee shall have the exclusive authority at the appeals stage to
interpret the terms of the Plan and resolve appeals under the Claims Procedure.  Each
Participating Employer shall, with respect to the Committee identified under
this Section, (i) pay its proportionate share of all reasonable expenses
and fees of the Appeals Committee, (ii) indemnify the Appeals Committee
(including individual committee members) against any costs, expenses and
liabilities including, without limitation, attorneys fees and expenses arising
in connection with the performance of the Appeals Committee hereunder, except
with respect to matters resulting from the Appeals Committees gross negligence
or willful misconduct and (iii) supply full and timely information to the
Appeals Committee on all matters related to the Plan, any rabbi trust,
Participants, Beneficiaries and Accounts as the Appeals Committee may
reasonably require.  12.4Legal Action.A Claimant may
not bring any legal action, including commencement of any arbitration, relating
to a claim for benefits under the Plan unless and until the Claimant has
followed the claims procedures under the Plan and exhausted his or her
administrative remedies under such claims procedures.  If
a Participant or Beneficiary prevails in a legal proceeding brought under the
Plan to enforce the rights of such Participant or any other similarly situated
Participant or Beneficiary, in whole or in part, the Participating Employer
shall reimburse such Participant or Beneficiary for all legal costs, expenses,
attorneys fees and such other liabilities incurred as a result of such
proceedings. If the legal proceeding is brought in connection with a Change in
Control, or a change in control as defined in a rabbi trust described in Section 11.2,
the Participant or Beneficiary may file a claim directly with the trustee for
reimbursement of such costs, expenses and fees. For purposes of the preceding
sentence, the amount of the claim shall be treated as if it were an addition to
the Participants or Beneficiarys Account Balance and will be included in
determining the Participating Employers trust funding obligation under Section 11.2.  12.5Discretion of Appeals
Committee.All interpretations, determinations and decisions
of the Appeals Committee with respect to any claim shall be made in its sole
discretion, and shall be final and conclusive.  25


12.6Arbitration.  (a)Prior
to Change in Control.If, prior to a Change in Control, any claim
or controversy between a Participating Employer and a Participant or
Beneficiary is not resolved through the claims procedure set forth in Article XII,
such claim shall be submitted to and resolved exclusively by expedited binding
arbitration by a single arbitrator. 
Arbitration shall be conducted in accordance with the following
procedures:  The
complaining party shall promptly send written notice to the other party
identifying the matter in dispute and the proposed remedy. Following the giving
of such notice, the parties shall meet and attempt in good faith to resolve the
matter. In the event the parties are unable to resolve the matter within twenty
one (21) days, the parties shall meet and attempt in good faith to select a
single arbitrator acceptable to both parties. If a single arbitrator is not
selected by mutual consent within ten (10) Business Days following the
giving of the written notice of dispute, an arbitrator shall be selected from a
list of nine persons each of whom shall be an attorney who is either engaged in
the active practice of law or recognized arbitrator and who, in either event,
is experienced in serving as an arbitrator in disputes between employers and
employees, which list shall be provided by the main office of either JAMS, the
American Arbitration Associate (AAA) or the Federal Mediation and
Conciliation Service. If, within three Business Days of the parties receipt of
such list, the parties are unable to agree on an arbitrator from the list, then
the parties shall each strike names alternatively from the list, with the first
to strike being determined by the flip of a coin. After each party has had four
strikes, the remaining name on the list shall be the arbitrator. If such person
is unable to serve for any reason, the parties shall repeat this process until
an arbitrator is selected.  Unless
the parties agree otherwise, within sixty (60) days of the selection of the
arbitrator, a hearing shall be conducted before such arbitrator at a time and a
place agreed upon by the parties. In the event the parties are unable to agree
upon the time or place of the arbitration, the time and place shall be
designated by the arbitrator after consultation with the parties. Within thirty
(30) days of the conclusion of the arbitration hearing, the arbitrator shall
issue an award, accompanied by a written decision explaining the basis for the
arbitrators award.  In
any arbitration hereunder, the Participating Employer shall pay all administrative
fees of the arbitration and all fees of the arbitrator, except that the
Participant or Beneficiary may, if he/she/it wishes, pay up to one-half of
those amounts. Each party shall pay its own attorneys fees, costs, and
expenses, unless the arbitrator orders otherwise. The prevailing party in such
arbitration, as determined by the arbitrator, and in any enforcement or other
court proceedings, shall be entitled, to the extent permitted by law, to
reimbursement from the other party for all of the prevailing partys costs
(including but not limited to the arbitrators compensation), expenses, and
attorneys fees. The arbitrator shall have no authority to add to or to modify
this Plan, shall apply all applicable law, and shall have no lesser and no greater
remedial authority than would a court of  26


law
resolving the same claim or controversy. The arbitrator shall have no authority
to add to or to modify this Plan, shall apply all applicable law, and shall
have no lesser and no greater remedial authority than would a court of law
resolving the same claim or controversy. The arbitrator shall, upon an
appropriate motion, dismiss any claim without an evidentiary hearing if the
party bringing the motion establishes that it would be entitled to summary
judgment if the matter had been pursued in court litigation.  The
parties shall be entitled to discovery as follows: Each party may take no more
than three depositions. The Participating Employer may depose the Participant
or Beneficiary plus two other witnesses, and the Participant or Beneficiary may
depose the Participating Employer, pursuant to Rule 30(b)(6) of the
Federal Rules of Civil Procedure, plus two other witnesses. Each party may
make such reasonable document discovery requests as are allowed in the
discretion of the arbitrator.  The
decision of the arbitrator shall be final, binding, and non-appealable, and may
be enforced as a final judgment in any court of competent jurisdiction.  This
arbitration provision of the Plan shall extend to claims against any parent,
subsidiary, or affiliate of each party, and, when acting within such capacity,
any officer, director, shareholder, Participant, Beneficiary, or agent of any
party, or of any of the above, and shall apply as well to claims arising out of
state and federal statutes and local ordinances as well as to claims arising
under the common law or under this Plan.  Notwithstanding
the foregoing, and unless otherwise agreed between the parties, either party
may apply to a court for provisional relief, including a temporary restraining
order or preliminary injunction, on the ground that the arbitration award to
which the applicant may be entitled may be rendered ineffectual without
provisional relief.  Any
arbitration hereunder shall be conducted in accordance with the Federal
Arbitration Act: provided, however, that, in the event of any inconsistency
between the rules and procedures of the Act and the terms of this Plan,
the terms of this Plan shall prevail.  If
any of the provisions of this Section 12.6(a) are determined to be
unlawful or otherwise unenforceable, in the whole part, such determination
shall not affect the validity of the remainder of this section and this section
shall be reformed to the extent necessary to carry out its provisions to the
greatest extent possible and to insure that the resolution of all conflicts
between the parties, including those arising out of statutory claims, shall be
resolved by neutral, binding arbitration. If a court should find that the
provisions of this Section 12.6(a) are not absolutely binding, then
the parties intend any arbitration decision and award to be fully  27


admissible
in evidence in any subsequent action, given great weight by any finder of fact
and treated as determinative to the maximum extent permitted by law.  The
parties do not agree to arbitrate any putative class action or any other
representative action. The parties agree to arbitrate only the claims(s) of
a single Participant or Beneficiary.  (b)Upon
Change in Control.If, upon the occurrence of a Change in Control, any
dispute, controversy or claim arises between a Participant or Beneficiary and
the Participating Employer out of or relating to or concerning the provisions
of the Plan, such dispute, controversy or claim shall be finally settled by a
court of competent jurisdiction which, notwithstanding any other provision of
the Plan, shall apply a de novo standard of review to any determination made by
the Company or its Board of Directors, a Participating Employer, the Committee,
or the Appeals Committee.  ARTICLE
XIII General
Provisions  13.1Anti-assignment Rule.No interest of
any Participant, spouse or Beneficiary under this Plan and no benefit payable
hereunder shall be assigned as security for a loan, and any such purported
assignment shall be null, void and of no effect, nor shall any such interest or
any such benefit be subject in any manner, either voluntarily or involuntarily,
to anticipation, sale, transfer, assignment or encumbrance by or through any
Participant, spouse or Beneficiary. Notwithstanding anything to the contrary
herein, however, the Committee has the discretion to make payments to an
alternate payee in accordance with the terms of a domestic relations order (as
defined in Code Section 414(p)(1)(B)).  13.2No Legal or Equitable Rights
or Interest.No Participant or other person shall have any legal
or equitable rights or interest in this Plan that are not expressly granted in
this Plan. Participation in this Plan does not give any person any right to be
retained in the service of the Participating Employer. The right and power of a
Participating Employer to dismiss or discharge an Employee is expressly
reserved. The Participating Employers make no representations or warranties as
to the tax consequences to a Participant or a Participants beneficiaries
resulting from a deferral of income pursuant to the Plan.  13.3No Employment Contract.Nothing
contained herein shall be construed to constitute a contract of employment
between an Employee and a Participating Employer.  28


13.4Notice.Any notice or
filing required or permitted to be delivered to the Committee under this Plan
shall be delivered in writing, in person, or through such electronic means as
is established by the Committee. 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. Written transmission shall be
sent by certified mail to:  CENTENNIAL BANK HOLDINGS,
INC. ATTN: DIRECTOR OF HUMAN
RESOURCES 1331 17TH
STREET, SUITE 300 DENVER, CO 80202  Any notice or filing
required or permitted to be given to a Participant under this Plan shall be
sufficient if in writing or hand-delivered, or sent by mail to the last known
address of  the Participant.  13.5Headings.The headings
of Sections are included solely for convenience of reference, and if there is
any conflict between such headings and the text of this Plan, the text shall
control.  13.6Invalid or Unenforceable
Provisions.If any provision of this Plan shall be held invalid
or unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof and the Committee may elect in its sole discretion to
construe such invalid or unenforceable provisions in a manner that conforms to
applicable law or as if such provisions, to the extent invalid or
unenforceable, had not been included.  13.7Lost Participants or
Beneficiaries.Any Participant or Beneficiary who is entitled to a
benefit from the Plan has the duty to keep the Committee advised of his or her
current mailing address. If benefit payments are returned to the Plan or are
not presented for payment after a reasonable amount of time, the Committee
shall presume that the payee is missing. The Committee, after making such
efforts as in its discretion it deems reasonable and appropriate to locate the
payee, shall stop payment on any uncashed checks and may discontinue making
future payments until contact with the payee is restored.  13.8Facility of Payment to a
Minor.If a distribution is to be made
to a minor, or to a person who is otherwise incompetent, then the Committee
may, in its discretion, make such distribution (i) to the legal guardian,
or if none, to a parent of a minor payee with whom the payee maintains his or
her residence, or (ii) to the conservator or committee or, if none, to the
person having custody of an incompetent payee. Any such distribution shall
fully discharge the Committee, the Company, and the Plan from further liability
on account thereof.  13.9Governing Law.To the extent
not preempted by ERISA, the laws of the State of New York shall govern the
construction and administration of the Plan.  29


IN
WITNESS WHEREOF, the undersigned executed this Plan as of the 13th day of
December, 2007, to be effective as of the Effective Date.  Centennial
Bank Holdings, Inc.  By:
  /s/
  Zsolt K. BesskóZsolt
  K. BesskóEVP,
  General Counsel & Secretary  30