exv10w32



 



EXHIBIT 10.32


CASH AMERICA INTERNATIONAL, INC.



SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



AMENDED AND RESTATED

EFFECTIVE JANUARY 1, 2003



 






 





CASH AMERICA INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



     Effective as of the 1st day of January, 2003, Cash America International,
Inc. (the “Controlling Company”), hereby amends and restates the Cash America
International, Inc. Supplemental Executive Retirement Plan as set forth herein
(the “Plan”).


BACKGROUND AND PURPOSE



     A.     Goal. The Controlling Company desires to provide certain of its
designated key management employees (and those of its affiliated companies that
participate in the Plan) with such amounts of deferred compensation as the
terms of the Plan may permit and as the Controlling Company may determine.


     B.     Purpose. The purpose of the Plan document is to set forth the terms
and conditions pursuant to which these awards of deferred compensation may be
made and to describe the nature and extent of the employees’ rights to such
amounts.


     C.     Type of Plan. The Plan constitutes an unfunded, nonqualified deferred
compensation plan that benefits certain designated employees who are within a
select group of key management or highly compensated employees.


STATEMENT OF AGREEMENT



     To amend and restate the Plan with the purposes and goals as hereinabove
described, the Controlling Company hereby sets forth the terms and provisions
of the Plan as follows:


 






 


CASH AMERICA INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



Table of Contents




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	Page
	Article I DEFINITIONS	 	 	3	 
	 	 	 	 	 	1.1	 	 	Account
	 	 	3	 
	 	 	 	 	 	1.2	 	 	Active Participant
	 	 	2	 
	 	 	 	 	 	1.3	 	 	Administrative Committee
	 	 	2	 
	 	 	 	 	 	1.4	 	 	Affiliate
	 	 	2	 
	 	 	 	 	 	1.5	 	 	Beneficiary
	 	 	2	 
	 	 	 	 	 	1.6	 	 	Board
	 	 	2	 
	 	 	 	 	 	1.7	 	 	Change in Control
	 	 	2	 
	 	 	 	 	 	1.8	 	 	Code
	 	 	2	 
	 	 	 	 	 	1.9	 	 	Company
	 	 	2	 
	 	 	 	 	 	1.10	 	 	Compensation
	 	 	3	 
	 	 	 	 	 	1.11	 	 	Compensation Committee
	 	 	3	 
	 	 	 	 	 	1.12	 	 	Controlling Company
	 	 	3	 
	 	 	 	 	 	1.13	 	 	Discretionary Contributions
	 	 	3	 
	 	 	 	 	 	1.14	 	 	Effective Date
	 	 	3	 
	 	 	 	 	 	1.15	 	 	Eligible Employee
	 	 	3	 
	 	 	 	 	 	1.16	 	 	Eligible Participant
	 	 	3	 
	 	 	 	 	 	1.17	 	 	ERISA
	 	 	3	 
	 	 	 	 	 	1.18	 	 	Financial Hardship
	 	 	3	 
	 	 	 	 	 	1.19	 	 	Investment Election
	 	 	4	 
	 	 	 	 	 	1.20	 	 	Investment Funds
	 	 	4	 
	 	 	 	 	 	1.21	 	 	Participant
	 	 	4	 
	 	 	 	 	 	1.22	 	 	Plan
	 	 	4	 
	 	 	 	 	 	1.23	 	 	Plan Year
	 	 	4	 
	 	 	 	 	 	1.24	 	 	Savings Plan
	 	 	4	 
	 	 	 	 	 	1.25	 	 	Supplemental Contributions
	 	 	4	 
	 	 	 	 	 	1.26	 	 	Surviving Spouse
	 	 	4	 
	 	 	 	 	 	1.27	 	 	Trust or Trust Agreement
	 	 	4	 
	 	 	 	 	 	1.28	 	 	Trust Fund
	 	 	5	 
	 	 	 	 	 	1.29	 	 	Trustee
	 	 	5	 
	 	 	 	 	 	1.30	 	 	Valuation Date
	 	 	5	 
	 	 	 	 	 	1.31	 	 	Years of Service
	 	 	5	 
	Article II ELIGIBILITY AND PARTICIPATION	 	 	6	 
	 	 	 	 	 	2.1	 	 	Initial Eligibility Requirements
	 	 	6	 
	 	 	 	 	 	(a	)	 	 	    Supplemental Contributions
	 	 	6	 
	 	 	 	 	 	(b	)	 	 	    Discretionary Contributions
	 	 	6	 
	 	 	 	 	 	2.2	 	 	Procedure for Admission
	 	 	6	 
	 	 	 	 	 	2.3	 	 	Cessation of Eligibility
	 	 	6	 



i






 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	Page
	Article III PARTICIPANTS’ ACCOUNTS AND CREDITING	 	 	7	 
	 	 	 	 	 	3.1	 	 	Participants’ Accounts
	 	 	7	 
	 	 	 	 	 	(a	)	 	 	    Establishment of Accounts
	 	 	7	 
	 	 	 	 	 	(b	)	 	 	    Nature of Contributions and Accounts
	 	 	7	 
	 	 	 	 	 	(c	)	 	 	    Several Liabilities
	 	 	7	 
	 	 	 	 	 	(d	)	 	 	    General Creditors
	 	 	7	 
	 	 	 	 	 	3.2	 	 	Supplemental Contributions
	 	 	7	 
	 	 	 	 	 	(a	)	 	 	    Crediting of Supplemental Contributions
	 	 	7	 
	 	 	 	 	 	(b	)	 	 	    Amount of Supplemental Contributions
	 	 	7	 
	 	 	 	 	 	3.3	 	 	Discretionary Contributions
	 	 	8	 
	 	 	 	 	 	3.4	 	 	Debiting of Distributions
	 	 	8	 
	 	 	 	 	 	3.5	 	 	Crediting of Earnings
	 	 	8	 
	 	 	 	 	 	(a	)	 	 	    Rate of Return
	 	 	8	 
	 	 	 	 	 	(b	)	 	 	    Amount Invested
	 	 	8	 
	 	 	 	 	 	(c	)	 	 	    Determination of Amount
	 	 	8	 
	 	 	 	 	 	3.6	 	 	Value of Account
	 	 	9	 
	 	 	 	 	 	3.7	 	 	Vesting
	 	 	9	 
	 	 	 	 	 	(a	)	 	 	    Time of Vesting
	 	 	9	 
	 	 	 	 	 	(b	)	 	 	    Change in Control
	 	 	9	 
	 	 	 	 	 	(c	)	 	 	    Job Abolishment
	 	 	9	 
	 	 	 	 	 	(d	)	 	 	    Forfeiture
	 	 	9	 
	 	 	 	 	 	3.8	 	 	Notice to Participants of Account Balances
	 	 	9	 
	 	 	 	 	 	3.9	 	 	Good Faith Valuation Binding
	 	 	10	 
	 	 	 	 	 	3.10	 	 	Errors and Omissions in Accounts
	 	 	10	 
	Article IV INVESTMENT FUNDS	 	 	11	 
	 	 	 	 	 	4.1	 	 	Selection by Administrative Committee
	 	 	11	 
	 	 	 	 	 	4.2	 	 	Participant Direction of Deemed Investments
	 	 	11	 
	 	 	 	 	 	(a	)	 	 	    Nature of Participant Direction
	 	 	11	 
	 	 	 	 	 	(b	)	 	 	    Investment of Contributions
	 	 	11	 
	 	 	 	 	 	(c	)	 	 	    Investment of Existing Account Balances
	 	 	11	 
	 	 	 	 	 	(d	)	 	 	    Administrative Committee Discretion
	 	 	11	 
	Article V PAYMENT OF ACCOUNT BALANCES	 	 	13	 
	 	 	 	 	 	5.1	 	 	Benefit Payments Upon Termination of Service for Reasons Other Than Death
	 	 	13	 
	 	 	 	 	 	5.2	 	 	Timing of Distribution
	 	 	13	 
	 	 	 	 	 	(a	)	 	 	    General Rule
	 	 	13	 
	 	 	 	 	 	(b	)	 	 	    Election to Delay Benefit Commencement Date
	 	 	13	 
	 	 	 	 	 	5.3	 	 	Form of Distribution
	 	 	13	 
	 	 	 	 	 	(a	)	 	 	    Single-Sum Payment
	 	 	13	 
	 	 	 	 	 	(b	)	 	 	    Annual Installments
	 	 	13	 
	 	 	 	 	 	5.4	 	 	Form of Assets
	 	 	14	 
	 	 	 	 	 	5.5	 	 	Death Benefits
	 	 	14	 
	 	 	 	 	 	5.6	 	 	Withdrawals
	 	 	14	 
	 	 	 	 	 	(a	)	 	 	    Hardship Withdrawals
	 	 	14	 
	 	 	 	 	 	(b	)	 	 	    Withdrawals with Forfeiture
	 	 	14	 



ii






 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	Page
	 	 	 	 	 	5.7	 	 	Beneficiary Designation
	 	 	15	 
	 	 	 	 	 	(a	)	 	 	    General
	 	 	15	 
	 	 	 	 	 	(b	)	 	 	    No Designation or Designee Dead or Missing
	 	 	15	 
	 	 	 	 	 	5.8	 	 	Taxes
	 	 	15	 
	 	 	 	 	 	5.9	 	 	Offset of Benefit by Amounts Owed to the Company
	 	 	15	 
	Article VI CLAIMS	 	 	16	 
	 	 	 	 	 	6.1	 	 	Initial Claim
	 	 	16	 
	 	 	 	 	 	(a	)	 	 	    Rights
	 	 	16	 
	 	 	 	 	 	(b	)	 	 	    Procedure
	 	 	16	 
	 	 	 	 	 	6.2	 	 	Appeal
	 	 	16	 
	 	 	 	 	 	6.3	 	 	Satisfaction of Claims
	 	 	17	 
	Article VII SOURCE OF FUNDS; TRUST	 	 	18	 
	 	 	 	 	 	7.1	 	 	Source of Funds
	 	 	18	 
	 	 	 	 	 	7.2	 	 	Trust
	 	 	18	 
	Article VIII RIGHTS AND DUTIES UNDER THE PLAN	 	 	19	 
	 	 	 	 	 	8.1	 	 	Controlling Company Action
	 	 	19	 
	 	 	 	 	 	8.2	 	 	Administrative Committee Organization and Action
	 	 	19	 
	 	 	 	 	 	8.3	 	 	Rights and Duties
	 	 	19	 
	 	 	 	 	 	8.4	 	 	Compensation, Indemnity and Liability
	 	 	20	 
	Article IX AMENDMENT AND TERMINATION	 	 	21	 
	 	 	 	 	 	9.1	 	 	Amendments
	 	 	21	 
	 	 	 	 	 	9.2	 	 	Termination of Plan
	 	 	21	 
	Article X MISCELLANEOUS	 	 	22	 
	 	 	 	 	 	10.1	 	 	Taxation
	 	 	22	 
	 	 	 	 	 	10.2	 	 	No Employment Contract
	 	 	22	 
	 	 	 	 	 	10.3	 	 	Headings
	 	 	22	 
	 	 	 	 	 	10.4	 	 	Gender and Number
	 	 	22	 
	 	 	 	 	 	10.5	 	 	Assignment of Benefits
	 	 	22	 
	 	 	 	 	 	10.6	 	 	Legally Incompetent
	 	 	22	 
	 	 	 	 	 	10.7	 	 	Governing Law
	 	 	23	 
	 	 	 	 	 	10.8	 	 	Exclusive Benefit
	 	 	23	 



ARTICLE I

DEFINITIONS



     For purposes of the Plan, the following terms, when used with an initial
capital letter, shall have he meaning set forth below unless a different
meaning plainly is required by the context.


     1.1 Account means, with respect to a Participant or Beneficiary, the total
dollar amount or value evidenced by the last balance posted and actually
credited in accordance with the terms of the Plan to the account record
established for such Participant or Beneficiary. As determined by the
Administrative Committee, an Account may be subdivided into separate
subaccounts.




iii






 





     1.2 Active Participant means any Eligible Employee or Eligible Participant, as
applicable, who has become a Participant and who has not been removed from
active participation in the Plan as described in Section 2.3.


     1.3 Administrative Committee means the administrative committee of the Savings
Plan, or such other committee as shall be appointed by the Board, which shall
act on behalf of the Controlling Company to administer the Plan, as provided
for in Section 8.3.


     1.4 Affiliate means (i) any corporation or other entity that is required to be
aggregated with the Controlling Company under Code Sections 414(b), (c), (m) or
(o), and (ii) any other entity in which the Controlling Company has an
ownership interest and which the Controlling Company designates as an Affiliate
for purposes of the Plan.


     1.5 Beneficiary means, with respect to a Participant, the person(s) designated
or identified in accordance with Section 5.6 to receive any death benefits that
may be payable under the Plan upon the death of the Participant.


     1.6 Board means the Board of Directors of the Controlling Company.


     1.7 Change in Control means with respect to the Controlling Company or any of
its Affiliates, one of the following:


               (a) The acquisition by any person (as such term is used in Sections 13(d)
and 14(d)(2) of the Securities Exchange Act of 1934, as amended), together with
affiliates and associates of such person, whether by purchase, tender offer,
exchange, reclassification, recapitalization, merger or otherwise, of a
sufficient number of shares of the voting securities of the Controlling Company
(or any other Affiliate) to first provide such person with 50 percent or more
of the combined voting power of the Controlling Company’s (or any other
Affiliate’s) then outstanding voting securities, which purchase is not approved
by the Board (or the board of directors or other managing body of any other
Affiliate);



               (b) The cessation, for any reason during any period of 24 consecutive
months, of individuals who at the beginning of such period constitute the Board
(or the board of directors or other managing body of any other Affiliate), to
constitute at least a majority thereof, unless the election of each director
who was not a director at the beginning of such period has been approved in
advance by a majority of the continuing directors then in office; or



               (c) The sale by the Controlling Company (or any other Affiliate), in one
transaction or a series of related transactions, whether in liquidation,
dissolution or otherwise, of assets or earning power aggregating more than 50
percent of the assets or earning power of the Controlling Company (or any other
Affiliate) and its subsidiaries (taken as a whole) to any other entity or
entities.



     1.8 Code means the Internal Revenue Code of 1986, as amended.


     1.9 Company means the Controlling Company and any U.S. based Affiliates that
adopt the Plan as a participating company.


 






 


     1.10 Compensation means, for a Participant for any Plan Year, the total of (i)
such Participant’s base salary earned for such Plan Year, plus (ii) the lesser
of (A) the amount of his targeted Short Term Incentive Bonus targeted to be
paid during such Plan Year, or (B) the actual amount of his Short Term
Incentive Bonus paid during such Plan Year; provided, the amount in (ii) shall
be deemed earned during the Plan Year in which paid and prorated over each
payroll period in such Plan Year.


     1.11 Compensation Committee means the Compensation Committee of the Board.


     1.12 Controlling Company means Cash America International, Inc., a corporation
with its principal place of business in Fort Worth, Texas.


     1.13 Discretionary Contributions means the amount (if any) credited to a
Participant’s Account pursuant to Section 3.3.


     1.14 Effective Date means January 1, 2003, the date as of which the Plan
initially was made effective.


     1.15 Eligible Employee means, for a Plan Year, an employee who is a member of a
select group of key management or highly compensated employees, as determined
by the Controlling Company in its sole discretion.


     1.16 Eligible Participant means:


               (a) For purposes of providing Supplemental Contributions under Section 3.2
for the Plan Year beginning January 1, 2003, an individual who (A) was an
employee of the Company on the Effective Date, and (B) at any time during the
Plan Year holds the position of Vice President, Executive Vice President or any
more senior position, with the Controlling Company (and is thereby a member of
a select group of key management or highly compensated employees of the
Controlling Company); provided, such individual shall become an Eligible
Participant on the date both criteria are first satisfied during such Plan
Year; and



               (b) For purposes of providing Supplemental Contributions under Section 3.2
for any Plan Year beginning on or after January 1, 2004, an individual who at
any time during the Plan Year holds the position of Vice President, Executive
Vice President, or any more senior position, with the Company (and thereby is a
member of a select group of key management or highly compensated employees of
the Company); provided, such individual shall be or become an Eligible
Participant on the date such criterion is first satisfied during such Plan
Year.



     1.17 ERISA means the Employee Retirement Income Security Act of 1974, as
amended.


     1.18 Financial Hardship means a severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant
or of the Participant’s dependent [as defined in Code Section 152(a)], loss of
the Participant’s property due to casualty, or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant. Financial Hardship shall be determined by the Administrative
Committee on the basis of the facts of each case, including information
supplied


 






 


by the Participant in accordance with uniform guidelines prescribed
from time to time by the Administrative Committee; provided, the Participant
shall be deemed not to have a Financial Hardship to the extent that such
hardship is or may be relieved:


               (a) Through reimbursement or compensation by insurance or otherwise;



               (b) By liquidation of the Participant’s assets, to the extent the
liquidation of assets would not itself cause severe financial hardship; or



               (c) By cessation of deferrals under the Plan.



Examples of what are not considered to be unforeseeable emergencies include the
need to send a Participant’s child to college or the desire to purchase a home.


     1.19 Investment Election means a written, electronic or other form of election
pursuant to which a Participant may elect the Investment Funds in which the
amounts credited to his Account shall be deemed to be invested.


     1.20 Investment Funds
means the investment funds selected from time to time by the
Administrative Committee for purposes of determining the rate of return on
amounts deemed invested pursuant to Participants’ elections.


     1.21 Participant means any person who has been admitted to, and has not been
removed from, participation in the Plan pursuant to the provisions of Article
II.


     1.22 Plan means the Cash America International, Inc. Supplemental Executive
Retirement Plan, as contained herein and all amendments hereto. For tax
purposes and purposes of Title I of ERISA, the Plan is intended to be an
unfunded, nonqualified deferred compensation plan covering certain designated
employees who are within a select group of key management or highly compensated
employees.


     1.23 Plan Year means the 12-consecutive-month period ending on December 31 of
each year.


     1.24 Savings Plan means the Cash America International, Inc. 401(k) Savings
Plan.


     1.25 Supplemental Contributions means the amount credited to a Participant’s
Account pursuant to Section 3.2.


     1.26 Surviving Spouse means, with respect to a Participant, the person who is
treated as married to such Participant under the laws of the state in which the
Participant resides. The determination of a Participant’s Surviving Spouse
shall be made as of the date of such Participant’s death.


     1.27 Trust or Trust Agreement means the separate agreement or agreements
between the Controlling Company and the Trustee governing the Trust Fund, and
all amendments thereto.


 






 


     1.28 Trust Fund means the total amount of cash and other property held by the
Trustee (or any nominee thereof) at any time under the Trust Agreement.


     1.29 Trustee means the party or parties so designated from time to time
pursuant to the terms of the Trust Agreement.


     1.30 Valuation Date means each day on which the Trustee operates, and is open
to the public, for its business; provided, the value of an Account on a day
other than a Valuation Date shall be the value determined as of the immediately
preceding Valuation Date.


     1.31 Years of Service means, with respect to a Participant, his total number of
years of vesting service as determined under the terms of the Savings Plan.


 






 


ARTICLE II

ELIGIBILITY AND PARTICIPATION



     2.1 Initial Eligibility Requirements.


               (a) Supplemental Contributions. For the Plan Year beginning January 1, 2003,
each individual who is or at any time during the Plan Year becomes an Eligible
Participant, shall become eligible to receive a Supplemental Contribution as of
the date such individual becomes an Eligible Participant. For any Plan Year
beginning on or after January 1, 2004, each individual who is or at any time
during the Plan Year becomes an Eligible Participant, shall be eligible to
receive a Supplemental Contribution as of the date such individual becomes (or
is hired as) an Eligible Participant.



               (b) Discretionary Contributions. Each individual who is an Eligible Employee
as of the Effective Date shall be eligible to receive Discretionary
Contributions. Each individual who becomes an Eligible Employee after the
Effective Date shall become eligible to receive Discretionary Contributions as
of the date that such individual becomes an Eligible Employee.



     2.2 Procedure for Admission.


               Each Eligible Employee and Eligible Participant shall become a Participant
by completing such forms and providing such data in a timely manner, as are
required by the Administrative Committee as a precondition of participation in
the Plan.


     2.3 Cessation of Eligibility.


               Unless otherwise designated by the Controlling Company, in its sole
discretion, each Participant who ceases to be an active Eligible Employee or
Eligible Participant of the Controlling Company or Company, as applicable,
shall cease to be eligible to receive any Discretionary and/or Supplemental
Contributions, as applicable, under the Plan for any period following such
date. The Controlling Company may, in its sole discretion, remove an employee
from active participation in the Plan as of the first day of the following Plan
Year (or any other date specified by the Controlling Company), if, as of any
day during a Plan Year, he ceases to satisfy the criteria which qualified him
as an Eligible Employee or Eligible Participant, as applicable. Even if his
active participation in the Plan ends, an employee shall remain an inactive
Participant in the Plan until the earlier of (i) the date the full amount of
his vested
Account (if any) is distributed from the Plan, or (ii) the date he again
becomes an Eligible Employee or Eligible Participant and recommences active
participation in the Plan. During the period of time that an employee is an
inactive Participant in the Plan, his vested Account shall continue to be
credited with earnings as provided for in Section 3.5.


 






 


ARTICLE III

PARTICIPANTS’ ACCOUNTS AND CREDITING



     3.1 Participants’ Accounts.


               (a) Establishment of Accounts. The Administrative Committee shall establish
and maintain an Account on behalf of each Participant. To the extent provided
herein, each Account shall be credited with Supplemental and Discretionary
Contributions and earnings attributable to such Account, and shall be debited
by the amount of all distributions. Each Account of a Participant shall be
maintained until the value thereof has been distributed to or on behalf of such
Participant or his Beneficiary.



               (b) Nature of Contributions and Accounts. The amounts credited to a
Participant’s Account shall be represented solely by bookkeeping entries.
Except as provided in Article VII, no monies or other assets shall actually be
set aside for such Participant. All payments to a Participant under the Plan
shall be made from the general assets of the Company.



               (c) Several Liabilities. The Administrative Committee or the Controlling
Company shall allocate the total liability to pay benefits under the Plan among
the Company in such manner and amount as the Administrative Committee or the
Controlling Company (as applicable) in its sole discretion deems appropriate.



               (d) General Creditors. Any assets which may be acquired by the Company in
anticipation of its obligations under the Plan shall be part of the general
assets of the Company. The Company’s obligation to pay benefits under the Plan
constitutes a mere promise of the Company to pay such benefits, and a
Participant or Beneficiary shall be and remain no more than an unsecured,
general creditor of the Company.



     3.2 Supplemental Contributions.


               (a) Crediting of Supplemental Contributions. As soon as administratively
feasible following the last day of each Plan Year (or such other date as
determined by the Controlling Company, in its sole discretion), the Controlling
Company may direct the Administrative Committee to credit a Supplemental
Contribution to the Account
of each Participant who was an Eligible Participant for any period during such
Plan Year and is employed by the Company on the last day of such Plan Year (or
such other period as determined by the Controlling Company).



               (b) Amount of Supplemental Contributions. The Controlling Company shall
determine the amount, if any, of the Supplemental Contribution to be made for
each Plan Year for each Eligible Participant, and may determine different
amounts for specified Eligible Participants or groups of Eligible Participants.
However, the targeted (but non-binding) amount of Supplemental Contribution
for each Plan Year shall be determined as a percentage of each Eligible
Participant’s Compensation earned during such Plan Year (or the portion
thereof) while such Participant was an Eligible Participant, with such targeted
percentage determined by the Compensation Committee from time to time. If an
Eligible Participant was a Vice President for part of the Plan Year and an
Executive Vice President or more senior officer for another part of the Plan
Year, the applicable percentage for each group shall be applied to the portion
of his



 






 





Compensation earned during the portion of the Plan Year he held such
position. If a Participant ceases to be an Eligible Participant during the
Plan Year but remains employed by the Company on the last day of the Plan Year,
the applicable percentage for that person shall be applied to the portion of
his Compensation earned during the portion of the Plan Year during which he was
an Eligible Participant.


     3.3 Discretionary Contributions.


               At such time or times, in such amount and under such terms, as the
Controlling Company, in its sole discretion, may (but is not required to)
determine and direct, the Administrative Committee shall credit to the Account
of any Eligible Employee a Discretionary Contribution. To the extent any
special characteristics are to apply to any Discretionary Contributions, these
shall be specified on an exhibit to the Plan and/or in the recitals of the
Administrative Committee.



     3.4 Debiting of Distributions.


               As of each Valuation Date, the Administrative Committee shall debit each
Participant’s Account for any amount distributed from such Account since the
immediately preceding Valuation Date.



     3.5 Crediting of Earnings.


               As of each Valuation Date, the Administrative Committee shall credit to
each Participant’s Account the amount of earnings and/or losses applicable
thereto for the period since the immediately preceding Valuation Date. Such
crediting of earnings and/or losses shall be effected as of each Valuation
Date, as follows:



               (a) Rate of Return. The Administrative Committee shall first determine a rate
of return for the period since the immediately preceding Valuation Date for
each of the Investment Funds;



               (b) Amount Invested. The Administrative Committee next shall determine the
amount of (i) each Participant’s Account that was deemed invested in each
Investment Fund as of the immediately preceding Valuation Date; minus (ii) the
amount of any distributions debited from the amount determined in clause (i)
since the immediately preceding Valuation Date;



               (c) Determination of Amount. The Administrative Committee shall then apply the
rate of return for each Investment Fund for such Valuation Date (as determined
in subsection (a) hereof) to the amount of the Participant’s Account deemed
invested in such Investment Fund for such Valuation Date (as determined in
subsection (b) hereof), and the total amount of earnings and/or losses
resulting therefrom shall be credited to such Participant’s Account as of the
applicable Valuation Date.




 






 





     3.6 Value of Account.


               The value of a Participant’s Account as of any date shall be equal to the
aggregate value of all contributions and all investment earnings deemed
credited to his Account as of such date, determined in accordance with this
Article III.



     3.7 Vesting.


               (a) Time of Vesting. A Participant shall become vested in his Account and the
earnings credited with respect thereto in accordance with the following
schedule:




	 	 	 	 	 	 
	Years of Service	 	Vested Percentage
	
	 	

	Less than 1 Year of Service
	 	 	0	%
	1 Year, but less than 2
	 	 	20	%
	2 Years, but less than 3
	 	 	40	%
	3 Years, but less than 4
	 	 	60	%
	4 Years, but less than 5
	 	 	80	%
	5 or more Years of Service
	 	 	100	%



               (b) Change in Control. If a Change in Control occurs with respect to the
Controlling Company or an Affiliate that is an employer of a Participant, the
Participant shall be immediately 100 percent vested in his Account and the
earnings credited with respect thereto as of the date of such Change in
Control. Any Supplemental or Discretionary Contributions credited to the
Participant’s Account and any earnings credited with respect thereto after the
date of a Change in Control shall continue to vest in accordance with the
vesting schedule set forth in subsection (a) hereof.



               (c) Job Abolishment. If a Participant’s employment is terminated as a result
of a job abolishment, the Participant shall be immediately 100 percent vested
in his Account and the earnings credited with respect thereto.



               (d) Forfeiture. For all periods prior to the date a Participant becomes fully
vested in his Account, the nonvested portion of such Account shall remain
forfeitable.



     3.8 Notice to Participants of Account Balances.


               At least once for each Plan Year, the Administrative Committee shall cause
a written statement of a Participant’s Account balance to be distributed to the
Participant.




 






 





     3.9 Good Faith Valuation Binding.


               In determining the value of the Accounts, the Administrative Committee
shall exercise its best judgment, and all such determinations of value (in the
absence of bad faith) shall be binding upon all Participants and their
Beneficiaries.



     3.10 Errors and Omissions in Accounts.


               If an error or omission is discovered in the Account of a Participant, the
Administrative Committee, in its sole discretion, shall cause appropriate,
equitable adjustments to be made as soon as administratively practicable
following the discovery of such error or omission.


 






 


ARTICLE IV

INVESTMENT FUNDS



     4.1 Selection by Administrative Committee.


               From time to time, the Administrative Committee shall select two or more
Investment Funds for purposes of determining the rate of return on amounts
deemed invested in accordance with the terms of the Plan; provided, an
Investment Fund that is deemed invested primarily in equity securities of the
Controlling Company shall not be a permitted investment. The Administrative
Committee may change, add or remove Investment Funds on a prospective basis at
any time and in any manner it deems appropriate.



     4.2 Participant Direction of Deemed Investments.


               Each Participant generally may direct the manner in which his Account
shall be deemed invested in and among the Investment Funds. Any Participant
investment directions permitted hereunder shall be made in accordance with the
following terms:



               (a) Nature of Participant Direction. The selection of Investment Funds by a
Participant shall be for the sole purpose of determining the rate of return to
be credited to his Account, and shall not be treated or interpreted in any
manner whatsoever as a requirement or direction to actually invest assets in
any Investment Fund or any other investment media. The Plan, as an unfunded,
nonqualified deferred compensation plan, at no time shall have any actual
investment of assets relative to the benefits or Accounts hereunder.



               (b) Investment of Contributions. Each Participant may make an Investment
Election prescribing the percentage of the future contributions that shall be
deemed invested in each Investment Fund. An initial Investment Election of a
Participant shall be made as of the date the Participant commences
participation in the Plan and shall apply to all contributions credited to such
Participant’s Account after such date. Such Participant may make subsequent
Investment Elections as of any business day, and each such election shall apply
to all such specified contributions credited to such Participant’s Account
after the Administrative Committee (or its designee) has a reasonable
opportunity to process such election pursuant to such procedures as the
Administrative Committee may determine from time-to-time. Any Investment
Election made pursuant to this subsection with respect to future contributions
shall remain effective until changed by the Participant.



               (c) Investment of Existing Account Balances. Each Participant may make an Investment Election prescribing the percentage
of his existing Account balance that shall be deemed invested in each
Investment Fund. Such Participant may make such Investment Elections as of any
business day, and each such election shall be effective after the
Administrative Committee (or its designee) has a reasonable opportunity to
process such election. Each such election shall remain in effect until changed
by such Participant.



               (d) Administrative Committee Discretion. The Administrative Committee shall
have complete discretion to adopt and revise procedures to be followed in
making such Investment Elections. Such procedures may include, but are not
limited to, the process of making elections, the permitted frequency of making
elections, the incremental size of elections,



 






 





the deadline for making
elections, the effective date of such elections and whether and the extent to
which to charge any Participant’s Account an administrative fee for making such
Investment Elections. Any procedures adopted by the Administrative Committee
that are inconsistent with the deadlines or procedures specified in this
Section shall supersede such provisions of this Section without the necessity
of a Plan amendment.


 






 


ARTICLE V

PAYMENT OF ACCOUNT BALANCES



     5.1 Benefit Payments Upon Termination of Service for Reasons Other Than Death.


               In accordance with the terms of Section 5.2, if a Participant terminates
his employment with the Company and all of its Affiliates for any reason other
than death, he (or his Beneficiary, if he dies after such termination of
employment but before distribution of his Account) shall be entitled to receive
or begin receiving a distribution of the total of (i) the entire vested amount
credited to his Account, determined as of the Valuation Date on which such
distribution is processed; plus (ii) the vested amount of Supplemental and
Discretionary Contributions made since such Valuation Date. For purposes of
this subsection, the “Valuation Date on which such distribution is processed”
refers to the Valuation Date established for such purpose by administrative
practice, even if actual payment is made or commenced at a later date due to
delays in valuation, administration or any other procedure.



     5.2 Timing of Distribution.


               (a) General Rule. Except as provided in subsection (b) hereof, the vested
benefit payable to a Participant under Section 5.1 shall be distributed as soon
as administratively feasible after the date the Participant terminates his
employment with the Company and all of its Affiliates for any reason other than
death.



               (b) Election to Delay Benefit Commencement Date. A Participant may elect to
delay his benefit commencement date for any benefit payable under Section 5.1
until any date occurring on or before the 5-year anniversary of the date his
employment with the Company and all of its Affiliates terminates; provided, the
Participant shall make such election in writing at least 6 months before the
date such Participant’s employment terminates.



     5.3 Form of Distribution.


               (a) Single-Sum Payment. Except as provided in subsection (b) hereof, the
benefit payable to a Participant under Section 5.1 shall be distributed in the
form of a single-sum payment.



               (b) Annual Installments. A Participant may elect in writing, with respect to
the benefit payable under Section 5.1, to have such benefit paid in the form of
annual installment payments; provided, the Participant shall make such election
at least 6 months prior to the date his benefit is scheduled to commence. The
following terms and conditions shall apply to installment payments made under
the Plan:




		
	 	     (1) Length of Installment Payments. The installment payments shall
be made in substantially equal annual installments (adjusted for
investment earnings between payments in the manner described in Section
3.5) over any period not in excess of 10 years. The initial value of the
obligation for the installment payments shall be equal to the amount of
the Participant’s Account balance calculated in accordance with the terms
of Section 5.1.



 






 







		
	 	     (2) Payments Following Death. If a Participant dies after payment
of his benefit from the Plan has begun, but before his entire benefit has
been distributed, the remaining amount of his Account balance shall be
distributed to the Participant’s designated Beneficiary in the form of a
single-sum payment.



     5.4 Form of Assets.


               All distributions shall be made in the form of cash.



     5.5 Death Benefits.


               If a Participant dies before payment of his benefit from the Plan is made
or commenced, the Beneficiary or Beneficiaries designated by such Participant
in his latest beneficiary designation form filed with the Administrative
Committee shall be entitled to receive a distribution of the total of (i) the
entire vested amount credited to such Participant’s Account, determined as of
the Valuation Date on which such distribution is processed; plus (ii) the
vested amount of Supplemental and Discretionary Contributions made since such
Valuation Date. For purposes of this Section, the “Valuation Date on which
such distribution is processed” refers to the Valuation Date established for
such purpose by administrative practice, even if actual payment is made or
commenced at a later date due to delays in valuation, administration or any
other procedure. The benefit shall be distributed to such Beneficiary or
Beneficiaries, as soon as administratively feasible after the date of the
Participant’s death, in the form of a single-sum payment in cash.



     5.6 Withdrawals.


               (a) Hardship Withdrawals. Upon receipt of (i) an application for a hardship withdrawal from a
Participant who has not yet received a distribution of his entire Account and
(ii) the Administrative Committee’s decision, made in its sole discretion, that
a Participant has suffered a Financial Hardship, the Administrative Committee
shall cause the Company to pay a distribution to such Participant. Such
distribution shall be paid in a single-sum payment in cash, as soon as
administratively feasible after the Administrative Committee determines that
the Participant has incurred a Financial Hardship. The amount of such
single-sum payment shall be limited to the vested amount of the Participant’s
Account that is reasonably necessary to meet the Participant’s requirements
resulting from the Financial Hardship. The amount of such distribution shall
reduce the Participant’s Account balance as provided in Section 3.4.



               (b) Withdrawals with Forfeiture. Notwithstanding any other provision of this
Article V to the contrary, a Participant may elect, at any time prior to the
distribution of his entire Account, to withdraw a portion of the total of (i)
the remaining vested amount credited to his Account, determined as of the
Valuation Date on which such distribution is processed; plus (ii) the vested
amount of Supplemental and Discretionary Contributions made since such
Valuation Date. Such distribution shall be made in the form of a single-sum
payment in cash, as soon as administratively feasible after the date of the
Participant’s election under this subsection (b). At the time such
distribution is made, an amount equal to 15% of the amount distributed shall be
permanently and irrevocably forfeited (and, if the distribution request is more
than 85% of such Participant’s Account, the forfeiture amount shall be deducted
from his distribution amount to



 






 





the extent there otherwise shall be an
insufficient remaining Account balance from which to deduct this forfeiture).


     5.7 Beneficiary Designation.


               (a) General. Participants shall designate and from time to time may
redesignate their Beneficiaries in such form and manner as the Administrative
Committee may determine.



               (b) No Designation or Designee Dead or Missing. In the event that:




		
	 	     (1) A Participant dies without designating a Beneficiary;




		
	 	     (2) The Beneficiary designated by a Participant is not surviving
when a payment is to be made to such person under the Plan, and no
contingent Beneficiary has been designated; or




		
	 	     (3) The Beneficiary designated by a Participant cannot be located by
the Administrative Committee within 1 year from the date benefits are to
be paid to such person;



then, in any of such events, the Beneficiary of such Participant with respect
to any benefits that remain payable under the Plan shall be the Participant’s
Surviving Spouse, if any, and if not, the estate of the Participant.


     5.8 Taxes.


               If the whole or any part of any Participant’s or Beneficiary’s benefit
hereunder shall become subject to any estate, inheritance, income, employment
or other tax which the Company shall be required to pay or withhold, the
Company shall have the full power and authority to withhold and pay such tax
out of any monies or other property that the Company holds for the account of
the Participant or Beneficiary whose interests hereunder are so affected
(including, without limitation, by reducing and offsetting the Participant’s or
Beneficiary’s Account balance). Prior to making any payment, the Company may
require such releases or other documents from any lawful taxing authority as it
shall deem necessary.



     5.9 Offset of Benefit by Amounts Owed to the Company.


               Notwithstanding anything in the Plan to the contrary, the Administrative
Committee may, in its sole discretion, offset any payment or payments of
benefits to a Participant under the Plan by any amount owed by such Participant
to the Company or any of its Affiliates.




 






 





ARTICLE VI

CLAIMS



     6.1 Initial Claim.


               (a) Rights. If a Participant or Beneficiary has any grievance, complaint or
claim concerning any aspect of the operation or administration of the Plan,
including but not limited to claims for benefits, the Participant shall submit
the claim in accordance with the procedures set forth in this Section. All
such claims must be submitted within the “applicable limitations period.” The
“applicable limitations period” shall be 2 years, beginning on (i) in the case
of any lump-sum payment, the date on which the payment was made, (ii) in the
case of a periodic payment, the date of the first in the series of payments, or
(iii) for all other claims, the date on which the claim was incurred.



               (b) Procedure. Claims for benefits under the Plan may be filed in writing with
the Administrative Committee on forms or in such other written documents as the
Administrative Committee may prescribe. The Administrative Committee shall
furnish to the claimant written notice of the disposition of a claim within 90
days after the application therefor is filed; provided, if special
circumstances require an extension of time for processing the claim, the
Administrative Committee shall furnish written notice of the extension to the
claimant prior to the end of the initial 90-day period, and such extension
shall not exceed one additional, consecutive 90-day period. In the event the
claim is denied, the notice of the disposition of the claim shall provide the
specific reasons for the denial, citations of the pertinent provisions of the
Plan, an explanation as to how the claimant can perfect the claim and/or submit
the claim for review (where appropriate), and a statement of the claimant’s
right to bring a civil action under ERISA Section 502(a) following an adverse
determination on review.



     6.2 Appeal.


               Any Participant or Beneficiary who has been denied a benefit shall be
entitled, upon request to the Controlling Company, to appeal the denial of his
claim. The claimant (or his duly authorized representative) may review
pertinent documents related to the Plan and in the Controlling Company’s
possession in order to prepare the appeal. The request for review, together
with a written statement of the claimant’s position, must be filed with the
Controlling Company no later than 60 days after receipt of the written
notification of denial of a claim provided for in subsection (b). The
Controlling Company’s decision shall be made within 60 days following the
filing of the request for review and shall be communicated in writing to the
claimant; provided, if special circumstances require an extension of time for
processing the appeal, the Controlling Company shall furnish written notice of
the extension to the claimant
prior to the end of the initial 60-day period, and such extension shall
not exceed one additional 60-day period. If unfavorable, the notice of the
decision shall explain the reasons for denial, indicate the provisions of the
Plan or other documents used to arrive at the decision and state the claimant’s
right to bring a civil action under ERISA Section 502(a). Upon denial of an
appeal pursuant to this subsection, a Participant shall have 90 days within
which to bring suit against the Plan for any claim related to such denied
appeal; any such suit initiated after such 90-day period shall be precluded.




 






 





     6.3 Satisfaction of Claims.


               Any payment to a Participant or Beneficiary shall to the extent thereof be
in full satisfaction of all claims hereunder against the Administrative
Committee and the Company, any of whom may require such Participant or
Beneficiary, as a condition to such payment, to execute a receipt and release
therefor in such form as shall be determined by the Administrative Committee or
the Company. If receipt and release is required but the Participant or
Beneficiary (as applicable) does not provide such receipt and release in a
timely enough manner to permit a timely distribution in accordance with the
general timing of distribution provisions in the Plan, the payment of any
affected distribution may be delayed until the Administrative Committee or the
Company receive a proper receipt and release.




 






 





ARTICLE VII

SOURCE OF FUNDS; TRUST



     7.1 Source of Funds.


               Except as provided in this Section and Section 7.2, the Company shall
provide the benefits described in the Plan from the general assets of the
Company. In any event, the Company ultimately shall have the obligation to pay
all benefits due to Participants and Beneficiaries under the Plan. The Company
may, but shall not be required to, establish a Trust and may pay over funds
from time to time to such Trust (as described in Section 7.2), and, to the
extent that funds in such Trust allocable to the benefits payable under the
Plan are sufficient, the Trust assets shall be used to pay benefits under the
Plan. If such Trust assets are not sufficient to pay all benefits due under
the Plan, then the Company shall have the obligation, and the Participant or
Beneficiary, who is due such benefits, shall look to the Company to provide
such benefits.



     7.2 Trust.


               The Company may transfer all or any portion of the funds necessary to fund
benefits accrued hereunder to the Trustee to be held and administered by the
Trustee pursuant to the terms of the Trust Agreement. To the extent provided
in the Trust Agreement, each transfer into the Trust Fund shall be irrevocable
as long as the Company has any liability or obligations under the Plan to pay
benefits, such that the Trust property is in no way subject to use by the
Company; provided, it is the intent of the Company that the assets held by the
Trust are and shall remain at all times subject to the claims of the general
creditors of the Company. No Participant or Beneficiary shall have any
interest in the assets held by the Trust or in the general assets of the
Company other than as a general, unsecured creditor. Accordingly, the Company
shall not grant a security interest in the assets held by the Trust in favor of
the Participants, Beneficiaries or any creditor.




 






 





ARTICLE VIII

RIGHTS AND DUTIES UNDER THE PLAN



     8.1 Controlling Company Action.


               The Controlling Company, as plan sponsor of the Plan, shall have all the
rights, authority and duties specified hereunder. Unless and until the Board
of Directors of the Controlling Company appoints any other or additional
person(s) to act on behalf of the Controlling Company with regard to any or all
of the items specifically reserved for, or to be directed by, the Controlling
Company under the Plan, the Chief Executive Officer of the Controlling Company
with the approval of the Compensation Committee is hereby authorized and
directed to act on behalf of the Controlling Company or the Company.
Notwithstanding the foregoing, if any decision or action could impact or affect
solely the benefits or rights under the Plan (if any) of the Chief Executive
Officer of the Controlling Company, then the Chief Executive Officer of the
Controlling Company shall not participate in such decision and the Compensation
Committee alone shall make such decision; provided, if a member of the
Compensation Committee is a Participant or Beneficiary, he shall not
participate in any decision which solely affects his own benefit under the
Plan.



     8.2 Administrative Committee Organization and Action.


               Action of the Administrative Committee may be taken with or without a
meeting of committee members; provided, action shall be taken only upon the
vote or other affirmative expression of a majority of the committee members
qualified to vote with respect to such action. If a member of the committee is
a Participant or Beneficiary, he shall not participate in any decision which
solely affects his own benefit under the Plan. For purposes of administering
the Plan, the Administrative Committee shall choose a secretary who shall keep
minutes of the committee’s proceedings and all records and documents pertaining
to the administration of the Plan. The secretary may execute any certificate
or any other written direction on behalf of the Administrative Committee.



     8.3 Rights and Duties.


               The Administrative Committee shall administer the Plan and shall have all
powers necessary to accomplish that purpose, including (but not limited to) the
following:



               (a) To construe, interpret and administer the Plan;



               (b) To make determinations required by the Plan, and to maintain records
regarding Participants’ and Beneficiaries’ benefits hereunder;



               (c) To compute and certify to the Company the amount and kinds of benefits
payable to Participants and Beneficiaries, and to determine the time and manner
in which such benefits are to be paid;



               (d) To authorize all disbursements by the Company pursuant to the Plan;



               (e) To maintain all the necessary records of the administration of the
Plan;




 






 





               (f) To make and publish such rules for the regulation of the Plan as are
not inconsistent with the terms hereof;



               (g) To delegate to other individuals or entities from time to time the
performance of any of its duties or responsibilities hereunder;



               (h) To appoint a Trustee hereunder; and



               (i) To hire agents, accountants, actuaries, consultants and legal counsel
to assist in operating and administering the Plan. The Administrative
Committee shall have the exclusive right to construe and interpret the Plan, to
decide all questions of eligibility for benefits and to determine the amount of
such benefits, and its decisions on such matters shall be final and conclusive
on all parties.



     8.4 Compensation, Indemnity and Liability.


               The Administrative Committee and its members shall serve as such without
bond and without compensation for services hereunder. All expenses of the
Administrative Committee shall be paid by the Company. No member of the
committee shall be liable for any act or omission of any other member of the
committee, or for any act or omission on his own part, excepting his own
willful misconduct. The Company shall indemnify and hold harmless the
Administrative Committee and each member thereof against any and all expenses
and liabilities, including reasonable legal fees and expenses, arising out of
his membership on the committee, excepting only expenses and liabilities
arising out of his own willful misconduct.






 






 





ARTICLE IX

AMENDMENT AND TERMINATION



     9.1 Amendments.


               The Administrative Committee shall have the right, in its sole discretion,
to amend the Plan in whole or in part at any time and from time to time;
provided, any amendment that may result in significantly increased expenses
under the Plan must be approved by the Controlling Company. Any amendment
shall be in writing and executed by a duly authorized officer of the
Controlling Company. An amendment to the Plan may modify its terms in any
respect whatsoever, and may include, without limitation, a permanent or
temporary freezing of the Plan such that the Plan shall remain in effect with
respect to existing Account balances without permitting any new contributions;
provided, no such action may reduce the amount already credited to a
Participant’s Account without the affected Participant’s written consent. All
Participants and Beneficiaries shall be bound by such amendment.



     9.2 Termination of Plan.


               The Controlling Company expects to continue the Plan but reserves the
right to discontinue and terminate the Plan at any time, for any reason. Any
action to terminate the Plan shall be taken by the Board in the form of a
written Plan amendment executed by a duly authorized officer of the Controlling
Company. If the Plan is terminated, each Participant shall become 100 percent
vested in his Account which shall be distributed in a single-sum as soon as
practicable after the date the Plan is terminated. The amount of any such
distribution shall be determined as of the Valuation Date such termination
distribution is to be processed. Such termination shall be binding on all
Participants and Beneficiaries.




 






 





ARTICLE X

MISCELLANEOUS



     10.1 Taxation.


               It is the intention of the Controlling Company that the benefits payable
hereunder shall not be deductible by the Company or taxable for federal income
tax purposes to Participants or Beneficiaries until such benefits are paid by
the Company, or the Trust, as the case may be, to such Participants or
Beneficiaries. For purposes of the Federal Insurance Contributions Act
(“FICA”), each Participant shall be taxed on contributions and investment
earnings attributable thereto based on the year in which occurs the later of
(i) the date that the contributions are credited to the Participant’s Accounts;
and (ii) the date that the contributions become vested. When benefits are paid
hereunder, it is the intention of the Controlling Company that they shall be
deductible by the Company under Code Section 162.



     10.2 No Employment Contract.


               Nothing herein contained is intended to be nor shall be construed as
constituting a contract or other arrangement between the Company and any
Participant to the effect that the Participant shall be employed by the Company
for any specific period of time.



     10.3 Headings.


               The headings of the various articles and sections in the Plan are solely
for convenience and may not be relied upon in construing any provisions hereof.
Any reference to a section refers to a section of the Plan unless specified
otherwise.



     10.4 Gender and Number.


               Use of any gender in the Plan shall be deemed to include all genders when
appropriate, and use of the singular number shall be deemed to include the
plural when appropriate, and vice versa in each instance.



     10.5 Assignment of Benefits.


               The right of a Participant or his Beneficiary to receive payments under
the Plan may not be anticipated, alienated, sold, assigned, transferred,
pledged, encumbered, attached or
garnished by creditors of such Participant or Beneficiary, except by will
or by the laws of descent and distribution and then only to the extent
permitted under the terms of the Plan.



     10.6 Legally Incompetent.


               The Administrative Committee, in its sole discretion, may direct that
payment be made to an incompetent or disabled person, whether because of
minority or mental or physical disability, to the guardian of such person or to
the person having custody of such person, without further liability on the part
of the Company for the amount of such payment to the person on whose account
such payment is made.




 






 





     10.7 Governing Law.


               The Plan shall be construed, administered and governed in all respects in
accordance with applicable federal law (including ERISA) and, to the extent not
preempted by federal law, in accordance with the laws of the State of Texas.
If any provisions of this instrument are held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective.



     10.8 Exclusive Benefit.


               The benefits payable hereunder shall be the exclusive benefit payable to
any Participant under the Plan.



     IN WITNESS WHEREOF, the Controlling Company has caused the Plan to be
executed by its duly authorized officer on the 21st day of January, 2004.



	 	 	 	 	 
	 	 	CASH AMERICA INTERNATIONAL, INC.
	 	 	 	 	 
	 	 	By:	 	/s/ ROBERT D.
BROCKMAN
	 	 	 	 	

	 	 	 	 	Robert D. Brockman
	 	 	 	 	Executive Vice President