Exhibit 10.1

THE EXECUTIVE NONQUALIFIED EXCESS PLAN  PLAN DOCUMENT

---





THE EXECUTIVE NONQUALIFIED EXCESS PLAN



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.



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 to the Deferred Compensation Account of a Participant. Employer Credits may be credited to the Deferred Compensation Account of a Participant on any day that securities are traded on a
national securities exchange.

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

1

---



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

---



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:



2.28    "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

3

---



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.



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.



4.1    Participant 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

---





4.2    Employer 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

5

---



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.

4.3    Deferred 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.



5.1    Separation 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.

5.2    Disability.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.

5.3    Death.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.

5.4    In-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.

5.5    Change 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.

5.6    Unforeseeable Emergency.If the Employer designates in the Adoption Agreement that distributions are
permitted under the Plan upon the occurrence of an Unforeseeable Emergency event,

6

---



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:



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.



7.1    Payment Options.The Employer shall designate in the Adoption Agreement the payment options which may be
elected by the Participant (lump sum, annual installments, or a combination of both). Different payment options may be made available for each Qualifying Distribution Event, and different payment
options may be available for different types of Separations from Service, all as designated in the Adoption Agreement. The Participant shall elect in the Participation Agreement the method under which
the vested balance in the Deferred Compensation Account will be distributed

7

---



from
among the designated payment options. The Participant may at such time elect a different method of payment for each Qualifying Distribution Event as specified in the Adoption Agreement. If the
Participant is permitted by the Employer in the Adoption Agreement to elect different payment options and does not make a valid election, the vested balance in the Deferred Compensation Account will
be distributed as a lump sum.

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:



7.2    Timing of Payments.Payment shall be made in the manner elected by the 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.Notwithstanding any payment election made by the Participant, if the Employer designates
a pre-determined de minimis amount in the Adoption Agreement, the vested balance in the Deferred Compensation Account of the Participant will be distributed in a single lump sum payment if
at the time of a permitted Qualifying Distribution Event the vested balance does not exceed such pre-determined de minimis amount; provided, however, that such distribution will be made
only where the Qualifying Distribution Event is a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable). Such payment shall be made on or before the
later of (i) December 31 of the calendar year in which the Qualifying Distribution Event occurs, or (ii) the date that is 21/2 months after the Qualifying
Distribution Event occurs. In addition, the Employer may distribute a Participant's vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and
results in the termination of the Participant's entire interest in the Plan as provided under Section 409A of the Code.

8

---



7.5    Subsequent Elections.With the consent of the Committee, a Participant may delay or change the method
 of
payment of the Deferred Compensation Account subject to the following requirements:



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.



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.The Deferred Compensation Account of a Participant shall be credited with an investment
return determined as if the account were invested in one or more investment funds made available by the Committee. The Participant shall elect the investment funds in which his Deferred Compensation
Account shall be deemed to be invested. Such election shall be made in the manner prescribed by the Committee and shall take effect upon the entry of the Participant into the Plan. The investment
election of the Participant shall remain in effect until a new election is made by the Participant. In the event the Participant fails for any reason to make an effective election of the investment
return to be credited to his account, the investment return shall be determined by the Committee.

8.3    Adjustments to Deferred Compensation Account.With respect to each Participant who has a Deferred
Compensation Account under the Plan, the amount credited to such account shall be adjusted by the following debits and credits, at the times and in the order stated:



9

---





9.1    Membership of Committee.If the Committee consists of individuals appointed by the Board, they will serve at
the pleasure of the 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.    To the extent not covered by insurance, the Employer shall indemnify the Committee, each
employee, officer, director, and agent of the Employer, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto,
arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Employer shall not indemnify any person for liabilities or expenses due
to that person's own gross negligence or willful misconduct



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.

10

---





The persons responsible for the Plan and the duties and responsibilities allocated to each are as follows:

11.1    Board.



11.2    Committee.





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.

11

---





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.



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:



14.2    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.



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.

12

---





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:



13

---





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.



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

14

---



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.



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.

15

---



QuickLinks