Exhibit 10.15 
 THE
EXECUTIVE NONQUALIFIED EXCESS PLAN
  Section 1.Purpose:
  By
execution of the Adoption Agreement, the Employer has adopted the Plan set forth
herein, and in the Adoption Agreement, to provide a means by which certain
management Employees or Independent Contractors of the Employer may elect to
defer receipt of current Compensation from the Employer in order to provide
retirement and other benefits on behalf of such Employees or Independent
Contractors of the Employer, as selected in the Adoption Agreement. The Plan is
intended to be a nonqualified deferred compensation plan that complies with the
provisions of Section 409A of the Internal Revenue Code (the "Code"). The Plan
is also intended to be an unfunded plan maintained primarily for the purpose of
providing deferred compensation benefits for a select group of management or
highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(l) of
the Employee Retirement Income Security Act of 1974 (“ERISA”) and independent
contractors. Notwithstanding any other provision of this Plan,
this Plan shall be interpreted, operated and administered in a manner consistent
with these intentions.
  Section 2.Definitions:
  As used
in the Plan, including this Section 2, references to one gender shall include
the other, unless otherwise indicated by the context:
  2.1"Active Participant"means, with respect to any day or date, a
  Participant
who is in Service on such day or date; provided, that a Participant shall cease
to be an Active Participant (i) immediately upon a determination by the
Committee that the Participant has ceased to be an Employee or Independent
Contractor, or (ii) at the end of the
Plan Year that the Committee determines the Participant no longer meets the
eligibility requirements of the Plan.
  2.2"Adoption Agreement"means the
written agreement pursuant to which the Employer adopts the Plan. The Adoption
Agreement is a part of the Plan as applied to the Employer.
  2.3"Beneficiary"means the person, persons, entity or entities designated or determined
pursuant to the provisions of Section 13 of the Plan.
  2.4"Board"means the Board of Directors of the Company, if the Company is a
corporation. If the Company is not a corporation, "Board" shall mean the
Company.
  2.5     
"Change in Control Event"means
an event described in Section 409A(a)(2)(A)(v) of the Code (or any successor
provision thereto) and the regulations thereunder.
  2.6"Committee"means
the persons or entity designated in the Adoption Agreement to administer the
Plan. If the Committee designated in the Adoption Agreement is unable to serve,
the Employer shall satisfy the duties of the Committee provided for in Section
9.
  2.7"Company"means
the company designated in the Adoption Agreement as such.
  2.8"Compensation"shall have the meaning designated in the Adoption Agreement.
  2.9"Crediting Date"means the date designated in the Adoption Agreement for crediting the
amount of any Participant Deferral Credits or Employer Credits to the Deferred
Compensation Account of a Participant.
 
 2.10"Deferred Compensation Account"means the account maintained with respect to each Participant under the
Plan. The Deferred Compensation Account shall be credited with Participant
Deferral Credits and Employer Credits, credited or debited for deemed investment
gains or losses, and adjusted for payments in accordance with the rules and
elections in effect under Section 8. The Deferred Compensation Account of a
Participant shall include any In-Service or Education Account of the
Participant, if applicable.
  2.11"Disabled"means Disabled
within the meaning of Section 409A of the Code and the regulations thereunder.
Generally, this means that the Participant is unable to engage in any
substantial gainful activity 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 12 months, or 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 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering Employees of the
Employer.
  2.12   
"Education Account”is an In-Service Account which will be used by the Participant for
educational purposes.
  2.13"Effective Date"shall be the
date designated in the Adoption Agreement.
  2.14"Employee"means an individual
in the Service of the Employer if the relationship between the individual and
the Employer is the legal relationship of employer and employee. An individual
shall cease to be an Employee upon the Employee's separation from
Service.
  2.15"Employer"means the Company,
as identified in the Adoption Agreement, and any Participating Employer which
adopts this Plan. An Employer may be a corporation, a limited liability company,
a partnership or sole proprietorship.
  2.16"Employer Credits"means the
amounts credited to the Participant's Deferred Compensation Account by the
Employer pursuant to the provisions of Section 4.2.
  2.17"Grandfathered Amounts"means,
if applicable, the amounts that were deferred under the Plan and were earned and
vested within the meaning of Section 409A of the Code and regulations thereunder
as of December 31, 2004. Grandfathered Amounts shall be subject to the terms
designated in the Adoption Agreement.
  2.18"Independent Contractor"means
an individual in the Service of the Employer if the relationship between the
individual and the Employer is not the legal relationship of employer and
employee. An individual shall cease to be an Independent Contractor upon the
termination of the Independent Contractor's Service. An Independent Contractor
shall include a director of the Employer who is not an Employee.
  2.19"In-Service Account"means a
separate account to be kept for each Participant that has elected to take
in-service distributions as described in Section 5.4. The In-Service Account
shall be adjusted in the same manner and at the same time as the Deferred
Compensation Account under Section 8 and in accordance with the rules and
elections in effect under Section 8.
  2.20"Normal Retirement Age"of a
Participant means the age designated in the Adoption Agreement.
  2.21"Participant"means with
respect to any Plan Year an Employee or Independent Contractor who has been
designated by the Committee as a Participant and who has entered the Plan or who
has a Deferred Compensation Account under the Plan; provided that if the
Participant is an Employee, the individual must be a highly compensated or
management employee of the Employer within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA.
  2.22"Participant Deferral Credits"means the amounts credited to the Participant's Deferred Compensation
Account by the Employer pursuant to the provisions of
Section 4.1.
  2.23"Participating Employer"means
any trade or business (whether or not incorporated) which adopts this Plan with
the consent of the Company identified in the Adoption Agreement.
  2.24"Participation Agreement"means a written agreement entered into between a Participant and the
Employer pursuant to the provisions of Section 4.1
  2.25   "Performance-Based Compensation"means compensation where the amount of, or entitlement to, the
compensation is contingent on the satisfaction of preestablished organizational
or individual performance criteria relating to a performance period of at least
twelve months. Organizational or individual performance criteria are considered
preestablished if established in writing within 90 days after the commencement
of the period of service to which the criteria relates, provided that the
outcome is substantially uncertain at the time the criteria are established.
Performance-based compensation may include payments based upon subjective
performance criteria as provided in regulations and administrative guidance
promulgated under Section 409A of the Code.
  2.26"Plan"means The Executive
Nonqualified Excess Plan, as herein set out and as set out in the Adoption
Agreement, or as duly amended. The name of the Plan as applied to the Employer
shall be designated in the Adoption Agreement.
  2.27"Plan-Approved Domestic Relations
Order"shall mean a judgment, decree, or order (including the approval of
a settlement agreement) which is:
  2.27.1
 Issued pursuant to a State's domestic relations law;
  2.27.2
 Relates to the provision of child support, alimony payments or marital
property rights to a Spouse, former Spouse, child or other dependent of the
Participant;
  2.27.3
 Creates or recognizes the right of a Spouse, former Spouse, child or other
dependent of the Participant to receive all or a portion of the Participant's
benefits under the Plan;
  2.27.4
 Requires payment to such person of their interest in the Participant's
benefits in a lump sum payment at a specific time; and
  2.27.5
 Meets such other requirements established by the Committee.
  2.28"Plan Year"means the
twelve-month period ending on the last day of the month designated in the
Adoption Agreement; provided that the initial Plan Year may have fewer than
twelve months.
  2.29"Qualifying Distribution Event"means (i) the Separation from Service of the Participant, (ii) the date
the Participant becomes Disabled, (iii) the death of the Participant, (iv) the
time specified by the Participant for an In-Service or Education Distribution,
(v) a Change in Control Event, or (vi) an Unforeseeable Emergency, each to the
extent provided in Section 5.
 2.30"Seniority Date"shall have
the meaning designated in the Adoption Agreement.
  2.31"Separation from Service"or
"Separates from Service"means a "separation from service" within the meaning of Section 409A of
the Code.
  2.32"Service"means employment by
the Employer as an Employee. For purposes of the Plan, the employment
relationship is treated as continuing intact while the Employee is on military
leave, sick leave, or other bona fide leave of absence if the period of such
leave does not exceed six months, or if longer, so long as the Employee's right
to reemployment is provided either by statute or contract. If the Participant is
an Independent Contractor, "Service" shall mean the period during which the
contractual relationship exists between the Employer and the Participant. The
contractual relationship is not terminated if the Participant anticipates a
renewal of the contract or becomes an Employee.
  2.33"Service Bonus"means any
bonus paid to a Participant by the Employer which is not Performance-Based
Compensation.
  2.34"Specified Employee"means an
employee who meets the requirements for key employee treatment under Section
416(i)(l)(A)(i), (ii) or (iii) of the Code (applied in accordance with the
regulations thereunder and without regard to Section 416(i)(5) of the Code) at
any time during the twelve month period ending on December 31 of each year (the
"identification date"). Unless binding corporate action is taken to establish
different rules for determining Specified Employees for all plans of the Company
and its controlled group members that are subject to Section 409A of the Code,
the foregoing rules and the other default rules under the regulations of Section
409A of the Code shall apply. If the person is a key employee as of any
identification date, the person is treated as a Specified Employee for the
twelve-month period beginning on the first day of the fourth month following the
identification date.
  2.35"Spouse"or ''Surviving Spouse"means,
except as otherwise provided in the Plan, a person who is the legally married
spouse or surviving spouse of a Participant.
  2.36"Unforeseeable Emergency"means an "unforeseeable emergency" within the meaning of Section 409A of
the Code.
  2.37"Years of Service"means each
Plan Year of Service completed by the Participant. For vesting purposes, Years
of Service shall be calculated from the date designated in the Adoption
Agreement and Service shall be based on service with the Company and all
Participating Employers.
  Section 3.Participation:
  The
Committee in its discretion shall designate each Employee or Independent
Contractor who is eligible to participate in the Plan. A Participant who
separates from Service with the Employer and who later returns to Service will
not be an Active Participant under the Plan except upon satisfaction of such
terms and conditions as the Committee shall establish upon the Participant's
return to Service, whether or not the Participant shall have a balance remaining
in the Deferred Compensation Account under the Plan on the date of the return to
Service.
  Section 4.Credits to Deferred
Compensation Account:
 
 4.1Participant Deferral Credits. To the extent provided in the Adoption
Agreement, each Active Participant may elect, by entering into a Participation
Agreement with the Employer, to defer the receipt of Compensation from the
Employer by a dollar amount or percentage specified in the Participation
Agreement. The amount of Compensation the Participant elects to defer, the
Participant Deferral Credit, shall be credited by the Employer to the Deferred
Compensation Account maintained for the Participant pursuant to Section 8.
The following special provisions shall apply with respect to the Participant
Deferral Credits of a Participant.
  4.1.1    The
Employer shall credit to the Participant's Deferred Compensation Account on each
Crediting Date an amount equal to the total Participant Deferral Credit for the
period ending on such Crediting Date.
  4.1.2An election
pursuant to this Section 4.1 shall be made by the Participant by executing and
delivering a Participation Agreement to the Committee. Except as otherwise
provided in this Section 4.1, the Participation Agreement shall become effective
with respect to such Participant as of the first day of January following the
date such Participation Agreement is received by the Committee. A Participant's
election may be changed at any time prior to the last permissible date for
making the election as permitted in this Section 4.1, and shall thereafter be
irrevocable. The election of a Participant shall continue in effect for
subsequent years until modified by the Participant as permitted in this
Section 4.1.
  4.1.3    A
Participant may execute and deliver a Participation Agreement to the Committee
within 30 days after the date the Participant first becomes eligible to
participate in the Plan to be effective as of the first payroll period next
following the date the Participation Agreement is fully executed by the
Participant. Whether a Participant is treated as newly eligible for
participation under this Section shall be determined in accordance with Section
409A of the Code and the regulations thereunder, including (i) rules that treat
all elective deferral account balance plans as one plan, and (ii) rules that
treat a previously eligible employee as newly eligible if his benefits had been
previously distributed or if he has been ineligible for 24 months. For
Compensation that is earned based upon a specified performance period (for
example, an annual bonus), where a deferral election is made under this Section
but after the beginning of the performance period, the election will only apply
to the portion of the Compensation equal to the total amount of the Compensation
for the service period multiplied by the ratio of the number of days remaining
in the performance period after the election over the total number of days in
the performance period.
  4.1.4    A
Participant may unilaterally modify a Participation Agreement (either to
terminate, increase or decrease the portion of his future Compensation which is
subject to deferral within the percentage limits set forth in Section 4.1 of the
Adoption Agreement) by providing a written modification of the Participation
Agreement to the Committee. The modification shall become effective as of the
first day of January following the date such written modification is received by
the Committee.
 
 4.1.5    If
the Participant performed services continuously from the later of the beginning
of the performance period or the date upon which the performance criteria are
established through the date upon which the Participant makes an initial
deferral election, a Participation Agreement relating to the deferral of
Performance-Based Compensation may be executed and delivered to the Committee no
later than the date which is 6 months prior to the end of the performance
period, provided that in no event may an election to defer Performance-Based
Compensation be made after such Compensation has become readily
ascertainable.
  4.1.6    If
the Employer has a fiscal year other than the calendar year, Compensation
relating to Service in the fiscal year of the Employer (such as a bonus based on
the fiscal year of the Employer), of which no amount is paid or payable during
the fiscal year, may be deferred at the Participant's election if the election
to defer is made not later than the close of the Employer's fiscal year next
preceding the first fiscal year in which the Participant performs any services
for which such Compensation is payable.
  4.1.7    Compensation
payable after the last day of the Participant's taxable year solely for services
provided during the final payroll period containing the last day of the
Participant's taxable year (i.e., December 31) is treated for purposes of this
Section 4.1 as Compensation for services performed in the subsequent taxable
year.
  4.1.8    The
Committee may from time to time establish policies or rules consistent with the
requirements of Section 409A of the Code to govern the manner in which
Participant Deferral Credits may be made.
  4.1.9    If
a Participant becomes Disabled, or applies for and is eligible for a
distribution on account of an Unforeseeable Emergency during a Plan Year or as
required due to a hardship distribution under Section 1.401(k)-1(d)(3) of the
Code, his deferral election for such Plan Year shall be cancelled.
  4.2Employer Credits.If designated by the Employer in the Adoption Agreement, the Employer
shall cause the Committee to credit to the Deferred Compensation Account of each
Active Participant an Employer Credit as determined in accordance with the
Adoption Agreement. A Participant must make distribution elections with respect
to any Employer Credits credited to his Deferred Compensation Account by the
deadline that would apply under Section 4.1 for distribution elections with
respect to Participant Deferral Credits credited at the same time, on a
Participation Agreement that is timely executed and delivered to the Committee
pursuant to Section 4.1.
  4.3Deferred Compensation
Account.All Participant Deferral Credits and Employer Credits shall be
credited to the Deferred Compensation Account of the Participant as provided in
Section 8.
  Section 5.Qualifying Distribution
Events:
  5.1Separation from Service.If the Participant Separates from Service with the Employer, the vested
balance in the Deferred Compensation Account shall be paid to the Participant by
the Employer as provided in Section 7. Notwithstanding the foregoing, no
distribution shall be made earlier than six months after the date of Separation
from Service (or, if earlier, the date of death) with respect to a Participant
who as of the date of Separation from Service is a Specified Employee of a
corporation the stock in which is traded on an established securities market or
otherwise. Any payments to which such Specified Employee would be entitled
during the first six months following the date of Separation from Service shall
be accumulated and paid on the first day of the seventh month following the date
of Separation from Service.
  5.2Disability.If
the Employer designates in the Adoption Agreement that distributions are
permitted under the Plan when a Participant becomes Disabled, and the
Participant becomes Disabled while in Service, the vested balance in the
Deferred Compensation Account shall be paid to the Participant by the Employer
as provided in Section 7.
  5.3Death.If the
Participant dies while in Service, the Employer shall pay a benefit to the
Participant's Beneficiary in the amount designated in the Adoption Agreement.
Payment of such benefit shall be made by the Employer as provided in Section
7.
  5.4In-Service or Education
Distributions.If the Employer designates in the Adoption Agreement that
in-service or education distributions are permitted under the Plan, a
Participant may designate in the Participation Agreement to have a specified
amount credited to the Participant's In-Service or Education Account for
in-service or education distributions at the date specified by the Participant.
In no event may an in-service or education distribution of an amount be made
before the date that is two years after the first day of the year in which such
amount was credited to the In-Service or Education Account. Notwithstanding the
foregoing, if a Participant incurs a Qualifying Distribution Event prior to the
date on which the entire balance in the In-Service or Education Account has been
distributed, then the balance in the In-Service or Education Account on the date
of the Qualifying Distribution Event shall be paid as provided under Section 7.1
for payments on such Qualifying Distribution Event.
  5.5Change in Control Event.If the Employer designates in the Adoption Agreement that distributions
are permitted under the Plan upon the occurrence of a Change in Control Event,
the Participant may designate in the Participation Agreement to have the vested
balance in the Deferred Compensation Account paid to the Participant upon a
Change in Control Event by the Employer as provided in Section 7.
  5.6Unforeseeable Emergency.If the Employer designates in the Adoption Agreement that distributions
are permitted under the Plan upon the occurrence of an Unforeseeable Emergency
event, a distribution from the Deferred Compensation Account may be made to a
Participant in the event of an Unforeseeable Emergency, subject to the following
provisions:
  5.6.1    A
Participant may, at any time prior to his Separation from Service for any
reason, make application to the Committee to receive a distribution in a lump
sum of all or a portion of the vested balance in the Deferred Compensation
Account (determined as of the date the distribution, if any, is made under this
Section 5.6) because of an Unforeseeable Emergency. A distribution because of an
Unforeseeable Emergency shall not exceed the amount required to satisfy the
Unforeseeable Emergency plus amounts necessary to pay taxes reasonably
anticipated as a result of such distribution, after taking into account the
extent to which the Unforeseeable Emergency may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
Participant's assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship) or by stopping current deferrals under
the Plan pursuant to Section 4.1.9.
  5.6.2    The
Participant's request for a distribution on account of Unforeseeable Emergency
must be made in writing to the Committee. The request must specify the nature of
the financial hardship, the total amount requested to be distributed from the
Deferred Compensation Account, and the total amount of the actual expense
incurred or to be incurred on account of the Unforeseeable
Emergency.
  5.6.3    If
a distribution under this Section 5.6 is approved by the Committee, such
distribution will be made as soon as practicable following the date it is
approved. The processing of the request shall be completed as soon as
practicable from the date on which the Committee receives the properly completed
written request for a distribution on account of an Unforeseeable Emergency. If
a Participant's Separation from Service occurs after a request is approved in
accordance with this Section 5.6.3, but prior to distribution of the full amount
approved, the approval of the request shall be automatically null and void and
the benefits which the Participant is entitled to receive under the Plan shall
be distributed in accordance with the applicable distribution provisions of the
Plan.
  5.6.4    The
Committee may from time to time adopt additional policies or rules consistent
with the requirements of Section 409A of the Code to govern the manner in which
such distributions may be made so that the Plan may be conveniently
administered.
  Section 6.Vesting:
  6.1       A
Participant shall be fully vested in the portion of his Deferred Compensation
Account attributable to Participant Deferral Credits, and all income, gains and
losses attributable thereto. A Participant shall become fully vested in the
portion of his Deferred Compensation Account attributable to Employer Credits,
and income, gains and losses attributable thereto, in accordance with the
vesting schedule and provisions designated by the Employer in the Adoption
Agreement. If a Participant's Deferred Compensation Account is not fully vested
upon Separation from Service, the portion of the Deferred Compensation Account
that is not fully vested shall thereupon be forfeited.
  Section 7.Distribution
Rules:
 
 7.1Payment Options
 
 Notwithstanding the foregoing, if certain Qualifying Distribution Events occur
prior to the date on which the vested balance of a Participant's Deferred
Compensation Account is completely paid pursuant to this Section 7.1 following
the occurrence of certain initial Qualifying Distribution Events, the following
rules apply:
  7.1.1  
If the initial Qualifying Distribution Event is a Separation from Service or
Disability, and the Participant subsequently dies, the remaining unpaid vested
balance of a Participant's Deferred Compensation Account shall be paid as a lump
sum.
  7.1.2   
If the initial Qualifying Distribution Event is a Change in Control Event, and
any subsequent Qualifying Distribution Event occurs (except an In-Service or
Education Distribution described in Section 2.29(iv)), the remaining unpaid
vested balance of a Participant's Deferred Compensation Account shall be paid as
provided under Section 7.1 for payments on such subsequent Qualifying
Distribution Event.
  7.2      Timing of
Payments. Participant
and shall commence as soon as practicable after (but no later than 60 days
after) the distribution date elected for the Qualifying Distribution Event. In
the event the Participant fails to make a valid election of the payment method,
the distribution will be made in a single lump sum payment as soon as
practicable after (but no later than 60 days after) the Qualifying Distribution
Event. A payment may be further delayed to the extent permitted in accordance
with regulations and guidance under Section 409A of the Code.
  7.3      Installment Payments.If the
Participant elects to receive installment payments upon a Qualifying
Distribution Event, the payment of each annual installment shall be made on the
anniversary of the date of the first installment payment, and the amount of the
annual installment shall be adjusted on such anniversary for credits or debits
to the Participant's account pursuant to Section 8 of the Plan. Such adjustment
shall be made by dividing the balance in the Deferred Compensation Account on
such date by the number of annual installments remaining to be paid hereunder;
provided that the last annual installment due under the Plan shall be the entire
amount credited to the Participant's account on the date of
payment.
  7.4       De
Minimis Amounts.
  7.5      Subsequent
Elections.
  7.5.1  
The new election may not take effect until at least 12 months after the date on
which the new election is made.
  7.5.2   
If the new election relates to a payment for a Qualifying Distribution Event
other than the death of the Participant, the Participant becoming Disabled, or
an Unforeseeable Emergency, the new election must provide for the deferral of
the payment for a period of at least five years from the date such payment would
otherwise have been made.
  7.5.3  
If the new election relates to a payment from the In-Service or Education
Account, the new election must be made at least 12 months prior to the date of
the first scheduled payment from such account.
 
 For
purposes of this Section 7.5 and Section 7.6, a payment is each separately
identified amount to which the Participant is entitled under the Plan; provided,
that entitlement to a series of installment payments is treated as the
entitlement to a single payment.
  7.6      Acceleration Prohibited.The
acceleration of the time or schedule of any payment due under the Plan is
prohibited except as expressly provided in regulations and administrative
guidance promulgated under Section 409A of the Code (such as accelerations for
domestic relations orders and employment taxes). It is not an acceleration of
the time or schedule of payment if the Employer waives or accelerates the
vesting requirements applicable to a benefit under the Plan.
  Section
8.  Accounts; Deemed Investment; Adjustments to Account:
  8.1      Accounts.The Committee shall
establish a book reserve account, entitled the
"Deferred Compensation Account," on behalf of each Participant. The Committee
shall also establish an In-Service or Education Account as a part of the
Deferred Compensation Account of each Participant, if applicable. The amount
credited to the Deferred Compensation Account shall be adjusted pursuant to the
provisions of Section 8.3.
  8.2 Deemed Investments
  8.3       Adjustments to
Deferred Compensation Account.
  8.3.1   
The Deferred Compensation Account shall be debited each business day with the
total amount of any payments made from such account since the last preceding
business day to him or for his benefit. Unless otherwise specified by the
Employer, each deemed investment fund will be debited pro-rata based on the
value of the investment funds as of the end of the preceding business
day.
  8.3.2  
The Deferred Compensation Account shall be credited on each Crediting Date with
the total amount of any Participant Deferral Credits and Employer Credits to
such account since the last preceding Crediting Date.
  8.3.3  
The Deferred Compensation Account shall be credited or debited on each day
securities are traded on a national stock exchange with the amount of deemed
investment gain or loss resulting from the performance of the investment funds
elected by the Participant in accordance with Section 8.2. The amount of such
deemed investment gain or loss shall be determined by the Committee and such
determination shall be final and conclusive upon all concerned.
  Section 9.  Administration by
Committee:
  9.1 Membership of Committee. If the Committee consists of individuals appointed
by the Board, they will serve at the pleasure of hte Board. Any member of the
Committee may resign, and his successor, if any, shall be appointed by the
Board.
  9.2      General Administration. The
Committee shall be responsible for the operation and administration of the Plan
and for carrying out its provisions. The Committee shall have the full authority
and discretion to make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and decide or resolve any and
all questions, including interpretations of this Plan, as may arise in
connection with this Plan. Any such action taken by the Committee shall be final
and conclusive on any party. To the extent the Committee has been granted
discretionary authority under the Plan, the Committee’s prior exercise of such
authority shall not obligate it to exercise its authority in a like fashion
thereafter. The Committee shall be entitled to rely conclusively upon all
tables, valuations, certificates, opinions and reports furnished by any actuary,
accountant, controller, counsel or other person employed or engaged by the
Employer with respect to the Plan. The Committee may, from time to time, employ
agents and delegate to such agents, including employees of the Employer, such
administrative or other duties as it sees fit.
  9.3      Indemnification
  Section 10. Contractual
Liability, Trust:
  10.1   Contractual
Liability.Unless otherwise elected in the Adoption Agreement, the
Company shall be obligated to make all payments hereunder. This obligation shall
constitute a contractual liability of the Company to the Participants, and such
payments shall be made from the general funds of the Company. The Company shall
not be required to establish or maintain any special or separate fund, or
otherwise to segregate assets to assure that such payments shall be made, and
the Participants shall not have any interest in any particular assets of the
Company by reason of its obligations hereunder. To the extent that any person
acquires a right to receive payment from the Company, such right shall be no
greater than the right of an unsecured creditor of the Company.
  10.2   Trust.The
Employer may establish a trust to assist it in meeting its obligations under the
Plan. Any such trust shall conform to the requirements of a grantor trust under
Revenue Procedures 92-64 and 92-65 and at all times during the continuance of
the trust the principal and income of the trust shall be subject to claims of
general creditors of the Employer under federal and state law. The establishment
of such a trust would not be intended to cause Participants to realize current
income on amounts contributed thereto, and the trust would be so interpreted and
administered.
  Section 11. Allocation of
Responsibilities:
  The
persons responsible for the Plan and the duties and responsibilities allocated
to each are as follows:
  11.1    
Board.
  (i)
            To
      amend the Plan;  (ii)
              To
      appoint and remove members of the Committee;
  and
 (iii)
              To
      terminate the Plan as permitted in Section 14.
   11.2Committee.
 (i)
              To
      designate Participants;
 (ii)
              To
      interpret the provisions of the Plan and to determine the rights of the
      Participants under the Plan, except to the extent otherwise provided in
      Section 16 relating to claims
procedure;
  (iii)
              To
      administer the Plan in accordance with its terms, except to the extent
      powers to administer the Plan are specifically delegated to another person
      or persons as provided in the
Plan;
  (iv)
              To
      account for the amount credited to the Deferred Compensation Account of a
      Participant;
  (v)
              To
      direct the Employer in the payment of
benefits;
  (vi)
              To
      file such reports as may be required with the United States Department of
      Labor, the Internal Revenue Service and any other government agency to
      which reports may be required to be submitted from time to time;
      and
  (vii)
              To
      administer the claims procedure to the extent provided in Section
      16.
 
 Section 12. Benefits Not Assignable; Facility
of Payments:
  12.1   Benefits Not
Assignable.No portion of any benefit credited or paid under the Plan
with respect to any Participant shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any
attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge the same shall be void, nor shall any portion of such benefit be in any
manner payable to any assignee, receiver or any one trustee, or be liable for
his debts, contracts, liabilities, engagements or torts. Notwithstanding the
foregoing, in the event that all or any portion of the benefit of a Participant
is transferred to the former Spouse of the Participant incident to a divorce,
the Committee shall maintain such amount for the benefit of the former Spouse
until distributed in the manner required by an order of any court having
jurisdiction over the divorce, and the former Spouse shall be entitled to the
same rights as the Participant with respect to such benefit.
  12.2   Plan-Approved
Domestic Relations Orders.The Committee shall establish procedures for
determining whether an order directed to the Plan is a Plan-Approved Domestic
Relations Order. If the Committee determines that an order is a Plan-Approved
Domestic Relations Order, the Committee shall cause the payment of amounts
pursuant to or segregate a separate account as provided by (and to prevent any
payment or act which might be inconsistent with) the Plan-Approved Domestic
Relations Order.
  12.3   Payments to Minors
and Others.If any individual entitled to receive a payment under the
Plan shall be physically, mentally or legally incapable of receiving or
acknowledging receipt of such payment, the Committee, upon the receipt of
satisfactory evidence of his incapacity and satisfactory evidence that another
person or institution is maintaining him and that no guardian or committee has
been appointed for him, may cause any payment otherwise payable to him to be
made to such person or institution so maintaining him. Payment to such person or
institution shall be in full satisfaction of all claims by or through the
Participant to the extent of the amount thereof.
  Section 13.
Beneficiary:
  The
Participant's beneficiary shall be the person, persons, entity or entities
designated by the Participant on the beneficiary designation form provided by
and filed with the Committee or its designee. If the Participant does not
designate a beneficiary, the beneficiary shall be his Surviving Spouse. If the
Participant does not designate a beneficiary and has no Surviving Spouse, the
beneficiary shall be the Participant's estate. The designation of a beneficiary
may be changed or revoked only by filing a new beneficiary designation form with
the Committee or its designee. If a beneficiary (the "primary beneficiary") is
receiving or is entitled to receive payments under the Plan and dies before
receiving all of the payments due him, the balance to which he is entitled shall be
paid to the contingent beneficiary, if any, named in the Participant's current
beneficiary designation form. If there is no contingent beneficiary, the balance
shall be paid to
the estate of the primary beneficiary. Any beneficiary may disclaim all or any
part of any benefit to which such beneficiary shall be entitled hereunder by
filing a written disclaimer with the Committee before payment of such benefit is
to be made. Such a disclaimer shall be made in a form satisfactory to the
Committee and shall be irrevocable when filed. Any benefit disclaimed shall be
payable from the Plan in the same manner as if the beneficiary who filed the
disclaimer had predeceased the Participant.
  Section 14. Amendment and
Termination of Plan:
  The
Company may amend any provision of the Plan or terminate the Plan at any time;
provided, that in no event shall such amendment or termination reduce the
balance in any Participant's Deferred Compensation Account as of the date of
such amendment or termination, nor shall any such amendment affect the terms of
the Plan relating to the payment of such Deferred Compensation Account.
Notwithstanding the foregoing, the following special provisions shall
apply:
  14.1  Termination in the
Discretion of the Employer.Except as otherwise provided in Sections
14.2, the Company in its discretion may terminate the Plan and distribute
benefits to Participants subject to the following requirements and any others
specified under Section 409A of the Code:
  14.1.1
All arrangements sponsored by the Employer that would be aggregated with the
Plan under Section 1.409A-l(c) of the Treasury Regulations are
terminated.
  14.1.2 No
payments other than payments that would be payable under the terms of the Plan
if the termination had not occurred are made within 12 months of the termination
date.
  14.1.3
All benefits under the Plan are paid within 24 months of the termination date.
  14.1.4
The Employer does not adopt a new arrangement that would be aggregated with the
Plan under Section 1.409A-1(c) of the Treasury Regulations providing for the deferral
of compensation at any time within 3 years following the date of termination of
the Plan.
  14.1.5
The termination does not occur proximate to a downturn in the financial health
of the Employer.
  14.2   Termination Upon
Change in Control Event.If the Company terminates the Plan within thirty
days preceding or twelve months following a Change in Control Event, the
Deferred Compensation Account of each Participant shall become fully vested and
payable to the Participant in a lump sum within twelve months following the date
of termination, subject to the requirements of Section 409A of the
Code.
  Section 15. Communication to
Participants:
  The
Employer shall make a copy of the Plan available for inspection by Participants
and their beneficiaries during reasonable hours at the principal office of the
Employer.
  Section 16. Claims
Procedure:
  The
following claims procedure shall apply with respect to the Plan:
  16.1   Filing of a Claim
for Benefits.If a Participant or Beneficiary (the "claimant") believes
that he is entitled to benefits under the Plan which are not being paid to him
or which are not being accrued for his benefit, he shall file a written claim
therefore with the Committee.
  16.2   Notification to
Claimant of Decision.Within 90 days after receipt of a claim by the
Committee (or within 180 days if special circumstances require an extension of
time), the Committee shall notify the claimant of the decision with regard to
the claim. In the event of such special circumstances requiring an extension of
time, there shall be furnished to the claimant prior to expiration of the
initial 90-day period written notice of the
extension, which notice shall set forth the special circumstances and the date
by which the decision shall be furnished. If such claim shall be wholly or
partially denied, notice thereof shall be in writing and worded in a manner
calculated to be understood by the claimant, and shall set forth: (i) the
specific reason or reasons for the denial; (ii) specific reference to pertinent
provisions of the Plan on which the denial is 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; and
(iv) an explanation of the procedure for review of the denial and the time
limits applicable to such procedures, including a statement of the claimant's
right to bring a civil action under ERISA following an adverse benefit
determination on review. Notwithstanding the foregoing, if the claim relates to
a disability determination, the Committee shall notify the claimant of the
decision within 45 days (which may be extended for an additional 30 days if
required by special circumstances).
  16.3   Procedure for
Review.Within 60 days following receipt by the claimant of notice
denying his claim, in whole or in part, or, if such notice shall not be given,
within 60 days following the latest date on which such notice could have been
timely given, the claimant may appeal denial of the claim by filing a written
application for review with the Committee. Following such request for review,
the Committee shall fully and fairly review the decision denying the claim.
Prior to the decision of the Committee, the claimant shall be given an
opportunity to review pertinent documents and to submit issues and comments in
writing.
  16.4   Decision on Review.The decision on review of a claim denied in whole or in part by the
Committee shall be made in the following manner:
 
 16.4.1
 Within 60 days following receipt by the Committee of the request for
review (or within 120 days if special circumstances require an extension of
time), the Committee shall notify the claimant in writing of its decision with
regard to the claim. In the event of such special circumstances requiring an
extension of time, written notice of the extension shall be furnished to the
claimant prior to the commencement of the extension. Notwithstanding the
foregoing, if the claim relates to a disability determination, the Committee
shall notify the claimant of the decision within 45 days (which may be extended
for an additional 45 days if required by special circumstances).
  16.4.2 
With respect to a claim that is denied in whole or in part, the decision on
review shall set forth specific reasons for the decision, shall be written in a
manner calculated to be understood by the claimant, and shall set
forth:
  (i)
              the
      specific reason or reasons for the adverse determination;
   (ii)
              specific
      reference to pertinent Plan provisions on which the adverse determination
      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,
      and other information relevant to the claimant’s claim for benefits;
      and   (ii)
            a
      statement describing any voluntary appeal procedures offered by the Plan
      and the claimant’s right to obtain the information about such procedures,
      as well as a statement of the claimant’s right to bring an action under
      ERISA section 502(a).  16.4.3 
The decision of the Committee shall be final and conclusive.
  16.5   Action by Authorized
Representative of Claimant.All actions set forth in this Section 16 to
be taken by the claimant may likewise be taken by a representative of the
claimant duly authorized by him to act in his behalf on such matters. The
Committee may require such evidence as either may reasonably deem necessary or
advisable of the authority to act of any such representative.
  Section 17. Miscellaneous
Provisions:
  17.1   Set off.Notwithstanding any other provision of this Plan, the Employer may reduce
the amount of any payment otherwise payable to or on behalf of a Participant hereunder
(net of any required withholdings) at the time payment is due by the amount of
any loan, cash advance, extension of credit or other obligation of the
Participant to the Employer that is then due and payable, and the Participant
shall be deemed to have consented to such reduction. In addition, the Employer
may at any time offset a Participant's Deferral Compensation Account by an
amount up to $5,000 to collect any such amount in accordance with the
requirements of Section 409A of the Code.
  17.2   Notices.Each Participant who is not in Service and each Beneficiary shall be
responsible for furnishing the Committee or its designee with his current
address for the mailing of notices and benefit payments. Any notice required or
permitted to be given to such Participant or Beneficiary shall be deemed given
if directed to such address and mailed by regular United States mail, first
class, postage prepaid. If any check mailed to such address is returned as
undeliverable to the addressee, mailing of checks will be suspended until the
Participant or Beneficiary furnishes the proper address. This provision shall
not be construed as requiring the mailing of any notice or notification
otherwise permitted to be given by posting or by other publication.
  17.3   Lost
Distributees.A benefit shall be deemed forfeited if the Committee is
unable to locate the Participant or Beneficiary to whom payment is due on or
before the fifth anniversary of the date payment is to be made or commence;
provided, that the deemed investment rate of return pursuant to Section 8.2
shall cease to be applied to the Participant's account following the first
anniversary of such date; provided further, however, that such benefit shall be
reinstated if a valid claim is made by or on behalf of the Participant or
Beneficiary for all or part of the forfeited benefit.
  17.4   Reliance on Data.The Employer and the Committee shall have the right to rely on any data
provided by the Participant or by any Beneficiary. Representations of such data
shall be binding upon any party seeking to claim a benefit through a
Participant, and the Employer and the Committee shall have no obligation to
inquire into the accuracy of any representation made at any time by a
Participant or Beneficiary.
  17.5   Receipt and Release
for Payments.Subject to the provisions of Section 17.1, any payment made
from the Plan to or with respect to any Participant or Beneficiary, or pursuant
to a disclaimer by a Beneficiary, shall, to the extent thereof, be in full
satisfaction of all claims hereunder against the Plan and the Employer with
respect to the Plan. The recipient of any payment from the Plan may be required
by the Committee, as a condition precedent to such payment, to execute a receipt
and release with respect thereto in such form as shall be acceptable to the
Committee.
  17.6   Headings.The
headings and subheadings of the Plan have been inserted for convenience of
reference and are to be ignored in any construction of the provisions
hereof.
  17.7   Continuation of
Employment.The establishment of the Plan shall not be construed as
conferring any legal or other rights upon any Employee or any persons for
continuation of employment, nor shall it interfere with the right of the
Employer to discharge any Employee or to deal with him without regard to the
effect thereof under the Plan.
  17.8   Merger or
Consolidation; Assumption of Plan.No Employer shall consolidate or merge
into or with another corporation or entity, or transfer all or substantially all
of its assets to another corporation, partnership, trust or other entity (a "Successor
Entity") unless such Successor Entity shall assume the rights, obligations and
liabilities of the Employer under the Plan and upon such assumption, the
Successor Entity shall become obligated to perform the terms and conditions of
the Plan. Nothing herein shall prohibit the assumption of the obligations and
liabilities of the Employer under the Plan by any Successor Entity.
  17.9   Construction.The Employer shall designate in the Adoption Agreement the state
according to whose laws the provisions of the Plan shall be construed and
enforced, except to the extent that such laws are superseded by ERISA and the
applicable requirements of the Code.
  17.10 Taxes. The Employer
or other payor may withhold a benefit payment under the Plan or a Participant's
wages, or the Employer may reduce a Participant's Account balance, in order to
meet any federal, state, or local or employment tax withholding obligations with
respect to Plan benefits, as permitted under Section 409A of the Code. The
Employer or other payor shall report Plan payments and other Plan-related
information to the appropriate governmental agencies as required under
applicable laws.
  Section 18. Transition
Rules:
  This
Section 18 does not apply to plans newly established on or after January 1,
2009.
  18.1   2005 Election
Termination.Notwithstanding Section 4.1.4, at any time during 2005, a
Participant may terminate a Participation Agreement, or modify a Participation
Agreement to reduce the amount of Compensation subject to the deferral election,
so long as the Compensation subject to the terminated or modified Participation
Agreement is includible in the income of the Participant in 2005 or, if later,
in the taxable year in which the amounts are earned and vested.
  18.2   2005 Deferral
Election.The requirements of Section 4.1.2 relating to the timing of the
Participation Agreement shall not apply to any deferral elections made on or
before March 15, 2005, provided that (a) the amounts to which the deferral
election relate have not been paid or become payable at the time of the
election, (b) the Plan was in existence on or before December 31, 2004, (c) the
election to defer compensation is made in accordance with the terms of the Plan
as in effect on December 31, 2005 (other than a requirement to make a deferral
election after March 15, 2005), and (d) the Plan is otherwise operated in
accordance with the requirements of Section 409A of the Code.
  18.3   2005 Termination of
Participation; Distribution. Notwithstanding anything in this Plan to the
contrary, at any time during 2005, a Participant may terminate his or her
participation in the Plan and receive a distribution of his Deferred
Compensation Account balance on account of that termination, so long as the full
amount of such distribution is includible in the Participant's income in 2005
or, if later, in the taxable year of the Participant in which the amount is
earned and vested.
  18.4   Payment Elections.Notwithstanding the provisions of Sections 7.1 or 7.5 of the Plan, a
Participant may elect on or before December 31, 2008, the time or form of
payment of amounts subject to Section 409A of the Code provided that such
election applies only to amounts that would not otherwise be payable in the year
of the election and does not cause an amount to paid in the year of the election
that would not otherwise be payable in such
year.