Exhibit 4.1


Non-Qualified
Deferred Compensation Plan


GMH COMMUNITIES TRUST


 


PLAN DOCUMENT


 


EFFECTIVE SEPTEMBER 1, 2007
















TABLE OF
CONTENTS


	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  PURPOSE

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1 DEFINITIONS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2 SELECTION/ENROLLMENT/ELIGIBILITY

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Eligibility

  	
   

  	
  7

  
	
  2.2

  	
   

  	
  Enrollment Requirements

  	
   

  	
  8

  
	
  2.3

  	
   

  	
  Commencement of Participation

  	
   

  	
  8

  
	
  2.4

  	
   

  	
  Termination of Participation and/or Deferrals

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 3 DEFERRAL COMMITMENTS/COMPANY
  CONTRIBUTIONS/CREDITING/TAXES 

  	
   

  	
  8

  
	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Minimum Deferral

  	
   

  	
  8

  
	
  3.2

  	
   

  	
  Maximum Deferral

  	
   

  	
  9

  
	
  3.3

  	
   

  	
  Election to Defer/Effect of Election Form

  	
   

  	
  9

  
	
  3.4

  	
   

  	
  Withholding of Annual Deferral Amounts

  	
   

  	
  11

  
	
  3.5

  	
   

  	
  Annual Company Matching Contribution Amount

  	
   

  	
  11

  
	
  3.6

  	
   

  	
  Annual Company Discretionary Contribution Amount

  	
   

  	
  11

  
	
  3.7

  	
   

  	
  Investment of Trust Assets

  	
   

  	
  12

  
	
  3.8

  	
   

  	
  Vesting

  	
   

  	
  12

  
	
  3.9

  	
   

  	
  Crediting/Debiting of Account Balances

  	
   

  	
  12

  
	
  3.10

  	
   

  	
  Payroll Reductions and Taxes

  	
   

  	
  15

  
	
  3.11

  	
   

  	
  Distributions

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 4 SHORT-TERM PAYOUT/UNFORESEEABLE FINANCIAL
  EMERGENCIES

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Short-Term Payout of Annual Deferral Amounts

  	
   

  	
  16

  
	
  4.2

  	
   

  	
  Short-Term Payout Deferral Elections

  	
   

  	
  17

  
	
  4.3

  	
   

  	
  Other Benefits Take Precedence Over Short-Term
  Payout

  	
   

  	
  18

  
	
  4.4

  	
   

  	
  Withdrawal Payout/Termination of Deferral
  Election for Unforeseeable Financial Emergencies

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 5 TERMINATION BENEFIT

  	
   

  	
  18

  
	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Termination Benefit

  	
   

  	
  18

  
	
  5.2

  	
   

  	
  Payment of Termination Benefit

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 6 SURVIVOR BENEFIT

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Pre-Termination Survivor Benefit

  	
   

  	
  20

  
	
  6.2

  	
   

  	
  Payment of Pre-Termination Survivor Benefit

  	
   

  	
  20

  



 



 i
 









 


	
  6.3

  	
   

  	
  Death Prior to Completion of Short-Term Payout,
  Termination Benefit or Disability Benefit

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 7 DISABILITY BENEFIT

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Disability Benefit

  	
   

  	
  21

  
	
  7.2

  	
   

  	
  Payment of Disability Benefit

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 8 BENEFICIARY DESIGNATION

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Beneficiary

  	
   

  	
  21

  
	
  8.2

  	
   

  	
  Beneficiary Designation/Change

  	
   

  	
  21

  
	
  8.3

  	
   

  	
  Acknowledgment

  	
   

  	
  21

  
	
  8.4

  	
   

  	
  No Beneficiary Designation

  	
   

  	
  22

  
	
  8.5

  	
   

  	
  Doubt as to Beneficiary

  	
   

  	
  22

  
	
  8.6

  	
   

  	
  Discharge of Obligations

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 9 TERMINATION/AMENDMENT/MODIFICATION

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
  9.1

  	
   

  	
  Termination

  	
   

  	
  23

  
	
  9.2

  	
   

  	
  Amendment

  	
   

  	
  23

  
	
  9.3

  	
   

  	
  Plan Agreement

  	
   

  	
  24

  
	
  9.4

  	
   

  	
  Effect of Payment

  	
   

  	
  24

  
	
  9.5

  	
   

  	
  Amendment to Ensure Proper Characterization of
  the Plan

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 10 ADMINISTRATION

  	
   

  	
  25

  
	
   

  	
   

  	
   

  
	
  10.1

  	
   

  	
  Establishment of Committee

  	
   

  	
  25

  
	
  10.2

  	
   

  	
  Agents

  	
   

  	
  25

  
	
  10.3

  	
   

  	
  Binding Effect of Decisions

  	
   

  	
  26

  
	
  10.4

  	
   

  	
  Indemnity of Committee

  	
   

  	
  26

  
	
  10.5

  	
   

  	
  Employer Information

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 11 OTHER BENEFITS AND AGREEMENTS

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  11.1

  	
   

  	
  Coordination with Other Benefits

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 12 CLAIMS PROCEDURES

  	
   

  	
  26

  
	
   

  	
   

  	
   

  
	
  12.1

  	
   

  	
  Presentation of Claim

  	
   

  	
  26

  
	
  12.2

  	
   

  	
  Notification of Decision

  	
   

  	
  27

  
	
  12.3

  	
   

  	
  Review of a Denied Claim

  	
   

  	
  27

  
	
  12.4

  	
   

  	
  Decision on Review

  	
   

  	
  27

  
	
  12.5

  	
   

  	
  Claims and Review Procedure for Disability
  Claims Filed under the Plan

  	
   

  	
  28

  
	
  12.6

  	
   

  	
  Legal Action

  	
   

  	
  33

  



 



 ii
 









 


	
  ARTICLE 13 TRUST

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.1

  	
   

  	
  Establishment of the Trust

  	
   

  	
  33

  
	
  13.2

  	
   

  	
  Interrelationship of the Plan and the Trust

  	
   

  	
  33

  
	
  13.3

  	
   

  	
  Distributions from the Trust

  	
   

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE 14 MISCELLANEOUS

  	
   

  	
  33

  
	
   

  	
   

  	
   

  
	
  14.1

  	
   

  	
  Status of Plan

  	
   

  	
  33

  
	
  14.2

  	
   

  	
  Unsecured General Creditor

  	
   

  	
  33

  
	
  14.3

  	
   

  	
  Employer’s Liability

  	
   

  	
  34

  
	
  14.4

  	
   

  	
  Nonassignability

  	
   

  	
  34

  
	
  14.5

  	
   

  	
  Not a Contract of Employment

  	
   

  	
  34

  
	
  14.6

  	
   

  	
  Furnishing Information

  	
   

  	
  34

  
	
  14.7

  	
   

  	
  Terms

  	
   

  	
  34

  
	
  14.8

  	
   

  	
  Captions

  	
   

  	
  35

  
	
  14.9

  	
   

  	
  Governing Law

  	
   

  	
  35

  
	
  14.10

  	
   

  	
  Notice

  	
   

  	
  35

  
	
  14.11

  	
   

  	
  Successors

  	
   

  	
  35

  
	
  14.12

  	
   

  	
  Spouse’s Interest

  	
   

  	
  35

  
	
  14.13

  	
   

  	
  Validity

  	
   

  	
  35

  
	
  14.14

  	
   

  	
  Incompetent

  	
   

  	
  36

  
	
  14.15

  	
   

  	
  Court Order

  	
   

  	
  36

  
	
  14.16

  	
   

  	
  Acceleration of Distribution

  	
   

  	
  36

  
	
  14.17

  	
   

  	
  Delay in Payment

  	
   

  	
  37

  
	
  14.18

  	
   

  	
  Prohibited Acceleration/Distribution Timing

  	
   

  	
  37

  
	
  14.19

  	
   

  	
  Insurance

  	
   

  	
  37

  
	
  14.20

  	
   

  	
  Aggregation of Employers

  	
   

  	
  37

  
	
  14.21

  	
   

  	
  Aggregation of Plans

  	
   

  	
  38

  
	
  14.22

  	
   

  	
  USERRA

  	
   

  	
  38

  



 



 iii















GMH COMMUNITIES TRUST


NON-QUALIFIED DEFERRED COMPENSATION PLAN


Effective September 1, 2007


Purpose


The purpose of this Plan is to provide specified
benefits to a select group of management or highly compensated Employees who
contribute materially to the continued growth, development and future business
success of GMH Communities Trust and its affiliates, if any, that participate
in this Plan.  This Plan shall be
unfunded for tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended.  This Plan is intended to comply with the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended,
as added by the American Jobs Creation Act of 2004 and the final Treasury
regulations or any other authoritative guidance issued thereunder.


ARTICLE 1

Definitions


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


1.1                                 “Account Balance” shall
mean, with respect to a Participant, a credit on the records of the Company
equal to the sum of (i) the Deferral Account balance, (ii) the Company
Matching Contribution Account balance and (iii) the Company Discretionary
Contribution Account balance.  The
Account Balance, and each other specified account balance, shall be a
bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or
his or her designated Beneficiary, pursuant to this Plan.


1.2                                 “Annual Company
Discretionary Contribution Amount” shall mean, for the Plan Year of reference,
the amount determined in accordance with Section 3.6.


1.3                                 “Annual Company Matching
Contribution Amount” shall mean, for the Plan Year of reference, the amount
determined in accordance with Section 3.5.


1.4                                 “Annual Deferral Amount”
shall mean that portion of a Participant’s Base Salary and/or Incentive
Payments that a Participant elects (subject to Section 3.10) to have, and is, 



 1
 









deferred (in accordance
with Article 3) for any one Plan Year. 
Base Salary and/or Incentive Payments shall be considered as part of the
Annual Deferral Amount for the Plan Year in which such amounts would have been
payable in the absence of the Participant’s deferral election (e.g., an
election to defer any Incentive Payments otherwise payable early in 2009 for
services performed from January 1, 2008 through December 31, 2008 shall be
considered as part of the Participant’s 2009 Annual Deferral Amount).  In the event of a Participant’s Termination,
death or other event described herein (including in Section 3.3(c)) pursuant to
which a deferral election may be cancelled prior to the end of a Plan Year,
such year’s Annual Deferral Amount shall be the actual amount withheld prior to
such event.


1.5                                 “Base Salary” shall mean
the annual cash compensation relating to services performed during any calendar
year, whether or not paid in such calendar year or included on the Federal
Income Tax Form W-2 for such calendar year, excluding bonuses, commissions,
overtime, fringe benefits, stock options, relocation expenses, Incentive
Payments, non-monetary awards, automobile and other allowances paid to a
Participant for employment services rendered (whether or not such allowances
are included in the Employee’s gross income). 
Base Salary shall be calculated without regard to any reductions for
compensation voluntarily deferred or contributed by the Participant pursuant to
all qualified or non-qualified plans of the Employer, and therefore shall
be calculated to include amounts not otherwise included in the Participant’s
gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to
plans established by the Employer.


1.6                                 “Beneficiary” shall mean
one or more persons, trusts, estates or other entities, designated in
accordance with Article 8, that are entitled to receive benefits under this
Plan upon the death of a Participant.


1.7                                 “Beneficiary Designation
Form” shall mean the form established from time to time by the Committee that a
Participant completes, signs and returns to the Committee to designate one or
more Beneficiaries (which form may take the form of an electronic transmission, if
required or permitted by the Committee).


1.8                                 “Board” shall mean the
Board of Trustees of the Company.


1.9                                 “Claimant”
shall have the meaning set forth in Section 12.1.


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


1.11                           “Committee” or “Plan
Committee” shall mean an Administrative Committee established pursuant to this
Article 10 of this Plan or its delegate.



 2
 









1.12                           “Company” shall mean GMH
Communities Trust, and any successor thereto.


1.13                           “Company Discretionary
Contribution Account” shall mean (i) the sum of all of the Participant’s Annual
Company Discretionary Contribution Amounts, plus (ii) amounts credited or
debited in accordance with all the applicable crediting provisions of this Plan
that relate to the Participant’s Company Discretionary Contribution Account,
less (iii) all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to the Participant’s Company Discretionary
Contribution Account.


1.14                           “Company Matching
Contribution Account” shall mean (i) the sum of all of the Participant’s Annual
Company Matching Contribution Amounts, plus (ii) amounts credited or debited in
accordance with all the applicable crediting provisions of this Plan that
relate to the Participant’s Company Matching Contribution Account, less (iii)
all distributions made to the Participant or his or her Beneficiary pursuant to
this Plan that relate to the Participant’s Company Matching Contribution
Account.


1.15                           “Deduction Limitation”
shall mean the following described limitation on a benefit that may otherwise
be distributable pursuant to the provisions of this Plan.  Except as otherwise provided, this limitation
shall be applied to all distributions that are “subject to the Deduction
Limitation” under this Plan.  If the
Committee reasonably anticipates that, if any distribution hereunder were made
as scheduled, the Company’s deduction with respect to that distribution would
not be permitted by reason of the limitation under Code Section 162(m), then
the Committee may defer that distribution, provided that all distributions that
could be deferred in accordance with this Section 1.15 are so deferred, and
provided further that the Committee treats payments to all similarly situated
Participants on a reasonably consistent basis. 
Any amounts deferred pursuant to this limitation shall continue to be
credited or debited with additional amounts in accordance with Section 3.9
below, even if such amount is being paid out in installments.  The amounts so deferred and amounts credited
or debited thereon shall be distributed to the Participant or his or her Beneficiary
(in the event of the Participant’s death) during the Participant’s first taxable
year in which the Committee reasonably anticipates, or reasonably should
anticipate, that if the distribution is made its deductibility will not be
limited by Code Section 162(m).


1.16                           “Deferral Account” shall
mean (i) the sum of all of a Participant’s Annual Deferral Amounts, plus (ii)
amounts credited or debited in accordance with all the applicable crediting
provisions of this Plan that relate to the Participant’s Deferral Account, less
(iii) all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to his or her Deferral Account.



 3
 









1.17                           “Disability” or “Disabled”
shall mean a period of disability during which a Participant (i) 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 twelve (12) months, (ii) is, by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than twelve (12) months, receiving income replacement benefits for
a period of not less than three (3) months under an accident and health plan
covering employees of the Employer or (iii) is determined to be totally
disabled by the Social Security Administration.


1.18                           “Disability Benefit”
shall mean the benefit set forth in Article 7.


1.19                           “Effective Date” shall
mean the effective date of this Plan, which is September 1, 2007.


1.20                           “Election Form” shall
mean the form or forms established from time to time by the Committee that a
Participant completes, signs and returns to the Committee to make an election
under the Plan (which form or forms may take the form of an electronic transmission,
if required or permitted by the Committee).


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


1.22                           “Employer” shall mean the
Company, any directly or indirectly affiliated subsidiary corporation and any
other affiliate of the Company designated by the Board to participate in the
Plan (now in existence or hereafter formed or acquired).


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


1.24                           “401(k) Plan” shall mean
the Employer’s tax-qualified 401(k) plan, as it may be amended from time to
time.


1.25                           “Incentive Payments”
shall mean any
compensation paid to a Participant under any incentive plans or bonus
arrangements of the Employer with respect to which the Committee in its
discretion permits deferrals to be made hereunder, relating to services
performed during any calendar year, whether or not paid in such calendar year or
included on the Federal Income Tax Form W-2 for such calendar year.


1.26                           “Measurement Funds” shall have the meaning set forth in Section 3.9(d).



 4
 









1.27                           “Participant” shall mean
any Employee who is selected by the Committee to participate in the Plan, provided
such Employee (i) elects to participate in the Plan, (ii) signs a Plan
Agreement, an Election Form(s) and a Beneficiary Designation Form, (iii) has
his or her signed Plan Agreement, Election Form(s) and Beneficiary Designation
Form accepted by the Committee, (iv) commences participation in the Plan, and
(v) has not had his or her Plan Agreement terminated.  A spouse or former spouse of a Participant
shall not be treated as a Participant in the Plan or have an Account Balance
under the Plan under any circumstance.


1.28                           “Performance-Based
Compensation” shall mean that portion of a Participant’s Incentive Payments the
amount of which, or the entitlement to which, is contingent on the satisfaction
of pre-established organizational or individual performance criteria relating
to a performance period of at least twelve (12) consecutive months, and which
satisfies the requirements for “performance-based compensation” under Section
409A including the requirement that the performance criteria be established in
writing by not later than (i) ninety (90) days after the commencement of the
period of service to which the criteria relates and (ii) the date the outcome
ceases to be substantially uncertain.


1.29                           “Plan” shall mean this
Non-Qualified Deferred Compensation Plan, as evidenced by this instrument and
by each Plan Agreement, as they may be amended from time to time.


1.30                           “Plan Agreement” shall mean a written
agreement (which may take the form of an electronic transmission, if required
or permitted by the Committee), as may be amended from time to time, which is
entered into by and between the Employer and a Participant.  Each Plan Agreement executed by a Participant
and the Employer shall provide for the entire benefit to which such Participant
is entitled under the Plan; should there be more than one Plan Agreement, the
Plan Agreement bearing the latest date of acceptance by the Employer shall
supersede all previous Plan Agreements in their entirety and shall govern such
entitlement.  The terms of any Plan
Agreement may be different for any Participant, and any Plan Agreement may
provide additional benefits not set forth in the Plan or limit the benefits
otherwise provided under the Plan; provided, however, that any such additional
benefits or benefit limitations must be agreed to by both the Employer and the
Participant.  In the Plan Agreement, each
Participant shall acknowledge that he or she accepts all of the terms of the
Plan including the discretionary authority of the Committee as set forth in
Article 11.


1.31                           “Plan Year” shall mean a
period beginning on January 1 of each calendar year and continuing through
December 31 of such calendar year during which this Plan is in effect 



 5
 









(provided that the Plan’s
initial Plan Year shall be a short plan year beginning on the Effective Date
and ending on December 31, 2007).


1.32                           “Pre-Termination
Survivor Benefit” shall mean the benefit set forth in Article 6.


1.33                           “Section 409A” shall
mean Code Section 409A and the Treasury regulations or other authoritative
guidance issued thereunder.


1.34                           “Separation from
Service” shall mean the Participant’s separation from service, within the
meaning of Section 409A, treating as a Separation from Service an anticipated
permanent reduction in the level of bona fide services to twenty percent (20%)
or less of the average level of bona fide services performed over the
immediately preceding thirty-six (36) month period (or the full period during
which the Participant performed services for the Employer, if that is less than
thirty-six (36) months.  For this
purpose, upon a sale or other disposition of the assets of the Employer to an
unrelated purchaser, the Employer reserves the right to the extent permitted by
Section 409A to determine whether Participants providing services to the
purchaser after and in connection with the purchase transaction have
experienced a Separation from Service.


1.35                           “Short-Term Payout”
shall mean the payout set forth in Section 4.1.


1.36                           “Termination” “Terminate(s)”
or “Terminated” shall mean Separation from Service, voluntarily or involun­tarily,
for any reason other than Disability or death.


1.37                           “Termination Benefit”
shall mean the benefit set forth in Article 5.


1.38                           “Trust” shall mean the
trust established pursuant to this Plan, as amended from time to time.  The assets of the Trust shall be the property
of the Employer.


1.39                           “Unforeseeable Financial
Emergency” shall
mean a severe financial hardship to the Participant resulting from (i) an
illness or accident of the Participant, the Participant’s spouse, the Participant’s
Beneficiary or the Participant’s dependent (as defined in Code Section 152(a),
without regard to Code Section 152(b)(1), (b)(2) or (d)(1)(B)), (ii) a loss of
the Participant’s property due to
casualty (including the need to rebuild a home following damage not otherwise
covered by insurance, for example, the need to rebuild following damage caused
by an event other than a natural disaster), or (iii) such other similar
extraordinary and unforeseeable circumstances arising as a result of events beyond
the control of the Participant (e.g., imminent foreclosure of or eviction from
the Participant’s primary residence, the need to pay for medical expenses,
including non-refundable deductibles and prescription drugs, the need to 



 6
 









pay funeral expenses
of a spouse, Beneficiary or dependent), all as determined in the sole
discretion of the Committee (which discretion the Committee is bound to
exercise, however, within the limitations of Section 409A).


1.40                           “Yearly Installment
Method” shall be a yearly installment payment over one of the installment
payout alternatives selected by the Participant in accordance with this Plan,
calculated as follows (subject to Section 3.10): The Account Balance of the
Participant shall be calculated as of the close of business on the date of
reference (or, if the date of reference is not a business day, on the
immediately following business day), and shall be paid as soon as practicable
thereafter.  The date of reference with
respect to the first yearly installment payment shall be as provided in Section 4.1, 4.2,
5.2, 6.2, 6.3 or 7.2, as applicable, and the date of reference with respect to
subsequent yearly installment payments shall be the anniversary of the first (1st) installment
payment.


The installment payout
alternative available for election by the Participant is substantially equal
annual installments of between two (2) and fifteen (15) years.


The yearly installment
shall be calculated by multiplying the Account Balance (or applicable portion
thereof) by a fraction, the numerator of which is one (1), and the denominator
of which is the remaining number of yearly payments due the Participant.  By way of example, if the Participant elects
a five (5) year Yearly Installment Method, the first payment shall be one-fifth
(1/5) of the Account Balance (or applicable portion thereof), calculated as
described in this definition.  The
following year, the payment shall be one-fourth (1/4) of the Account Balance
(or applicable portion thereof), calculated as described in this definition.


1.41                           “Years of Service” shall
mean the total number of full years in which a Participant has been employed by
one or more Employers.  For purposes of
this definition, a year of employment shall be a three hundred sixty-five (365)
day period (or three hundred sixty-six (366) day period in the case of a leap
year) that, for the first year of employment, commences on the Employee’s date
of hiring and that, for any subsequent year, commences on an anniversary of
that hiring date.  Any partial year of
employment shall not be counted.


ARTICLE 2

Selection/Enrollment/Eligibility


2.1                                 Eligibility.  Participation in the Plan shall be limited to
Employees whom the Plan Committee designates, in its sole discretion, for
participation, provided that Employees may not participate in the Plan unless they are
members of a select group of 



 7
 









management
or highly compensated employees of the Employer, as membership in such group is
determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA
(which determination shall be made by the Plan Committee in its sole
discretion).


2.2                                 Enrollment Requirements.  As a condition to participation, each
selected Employee who is eligible for participation shall complete, execute and
return to the Committee a Plan Agreement, an Election Form(s) and a Beneficiary
Designation Form, all within thirty (30) days after he or she first becomes
eligible for participation in the Plan. 
In addition, the Committee shall establish from time to time such other
enrollment requirements as it determines in its sole discretion are necessary.


2.3                                 Commencement of Participation.  Provided a selected Employee who is eligible
for participation has met all enrollment requirements set forth in this Plan
and required by the Committee, that Employee shall commence participation in
the Plan immediately following the Employee’s timely completion of all
enrollment requirements (or as soon as practicable thereafter as the Committee
may determine).  If a selected Employee
fails to meet all such requirements within the specified period required, in
accordance with Section 2.2, that Employee shall not be eligible to participate
in the Plan until the first day of the following Plan Year, again subject to
timely delivery to and acceptance by the Committee of the required documents.


2.4                                 Termination of Participation and/or Deferrals.  If the Committee determines in good faith
that an Employee no longer qualifies as a member of a select group of
management or highly compensated employees of the Employer, the Committee shall
have the right, in its sole discretion, to prevent the Participant from making
future deferral elections and/or from being credited with any further Annual
Company Matching Contribution Amounts or Annual Company Discretionary
Contribution Amounts.


ARTICLE 3

Deferral Commitments/Company Contributions/Crediting/Taxes


3.1                                 Minimum Deferral.  For each Plan Year, a Participant may elect
to defer, as his or her Annual Deferral Amount, Base Salary and/or Incentive
Payments in the minimum amount of two thousand dollars ($2,000) of each such
item of compensation.


Notwithstanding
the foregoing, the Committee may, in its sole discretion, establish for any
Plan Year different minimum amount(s). 
If an election is made for less than the stated minimum amount, or if no
election is made, the amount deferred shall be zero (0).



 8
 









3.2                                 Maximum Deferral.


(a)                                  For each Plan Year, a
Participant may elect to defer, as his or her Annual Deferral Amount, Base
Salary and/or Incentive Payments up to the following maximum percentages for
each deferral elected:


	
  Deferral

  	
   

  	
  Maximum

  Amount

  	
   

  
	
  Base Salary

  	
   

  	
  15

  	
  %

  
	
  Incentive Payments

  	
   

  	
  50

  	
  %

  



(b)                                 Committee’s
Discretion.  Notwithstanding the foregoing,
(i) the Committee may, in its sole discretion, establish for any Plan Year
maximum percentages which differ from those set forth above, and (ii) if a
Participant first becomes a Participant after the first day of a Plan Year, the
maximum Annual Deferral Amount with respect to Annual Base Salary and/or
Incentive Payments shall be limited to the percentage of such compensation not
yet earned by the Participant as of the date the Participant submits a Plan
Agreement and Election Form(s) to the Committee for acceptance.


3.3                                 Election to Defer/Effect of Election Form.


(a)                                  Timing of
Election.  Except as provided below, a
Participant shall make a deferral election with respect to Base Salary and/or
Incentive Payments, as applicable, to be earned for services performed during
an upcoming twelve (12) month Plan Year. 
Such election must be made during such period as shall be established by
the Committee which ends no later than the last day of the Plan Year preceding
the Plan Year in which the services giving rise to the Base Salary and/or
Incentive Payments, as applicable, to be deferred are to be performed.  For these purposes, Base Salary payable after
the last day of the Plan Year for services performed during the final payroll
period containing the last day of the Plan Year shall be treated as Base Salary
for services performed in the subsequent Plan Year.


Notwithstanding the
preceding, if and to the extent permitted by the Committee, the Participant may
make an election to defer that portion of his or her Incentive Payments which
constitutes Performance-Based Compensation no later than six (6) months prior
to the last day of the period over which the services giving rise to the
Incentive Payments are performed, provided that the Participant performs
services continuously from the later of 



 9
 









the beginning of the
performance period or the date the performance criteria are established through
the date of the deferral election, and provided further that in no event may
such deferral election be made pursuant to this paragraph with respect to any
portion of the Performance-Based Compensation that has become reasonably
ascertainable prior to the making of the deferral election, within the meaning
of Section 409A.


In
addition, notwithstanding the preceding, but subject to Section 14.21, in the
case of the first Plan Year in which an Employee first becomes eligible to
become a Participant (or again becomes eligible after having been ineligible
for at least twenty four (24) months), if and to the extent permitted by the
Committee, the individual may make an election no later than thirty (30) days
after the date he or she becomes eligible to become a Participant to defer Base
Salary and/or Incentive Payments (as applicable) for services to be performed
after the election.  For this purpose, an
election will be deemed to apply to Incentive Payments for services performed
after the election if the election applies to no more than an amount equal to
the total Incentive Payments for the performance period multiplied by the ratio
of the number of days remaining in the performance period after the election
over the total number of days in the performance period.


(b)                                 Manner of
Election.  For any Plan Year (or portion
thereof), a deferral election for amount(s) earned during that Plan Year (or
portion thereof), and such other elections as the Committee deems necessary or
desirable under the Plan, shall be made by timely delivering to the Committee,
in accordance with its rules and procedures, by the deadline(s) set forth
above, an Election Form, along with such other elections as the Committee deems
necessary or desirable under the Plan. 
Deferral elections shall be in whole percentage amounts.  For these elections to be valid, the Election
Form(s) must be completed and signed by the Participant, timely delivered to
the Committee (in accordance with Section 2.2 above) and accepted by the
Committee.  If no such Election Form(s)
is timely delivered for a Plan Year (or portion thereof), the Annual Deferral
Amount shall be zero (0) for that Plan Year (or portion thereof).


(c)                                  Change in
Election.  Once a Plan Year has
commenced, a Participant may not elect to change his or her deferral election
that is in effect for that Plan Year, except if and to the extent permitted by
the Committee and made in accordance with the provisions of Section 409A
specifically relating to a 



 10
 









change and/or
revocation of deferral elections (such as, for example, to cancel a deferral
election upon the Participant’s disability (as defined in Section
1.409A-3(j)(4)(xii) of the Treasury Regulations), or, as provided in Section 1.409A-3(j)(4) of
the Treasury regulations, following an Unforeseeable Financial Emergency or a
hardship distribution pursuant to Section 1.401(k)-1(d)(3) of the Treasury
regulations).


3.4                                 Withholding of Annual Deferral Amounts.  For each Plan Year, the Base Salary portion
of the Annual Deferral Amount shall be withheld from each regularly scheduled
Base Salary payroll in equal amounts, as adjusted from time to time for
increases and decreases in Base Salary. 
The Incentive Payments portion of the Annual Deferral Amount shall be
withheld at the time the Incentive Payments are or otherwise would be paid to
the Participant, whether or not this occurs during the Plan Year itself.


3.5                                 Annual Company Matching Contribution Amount.  For
each Plan Year during which a Participant (i) defers into the Company’s 401(k)
Plan the maximum elective deferrals permissible under Section 402(g) of the
Code or the maximum elective deferrals permitted under the terms of the 401(k)
Plan; and (ii) satisfies the following sentence, the Company shall credit such
Participant with an Annual Company Matching Contribution Amount equal to
twenty-five percent (25%) of the first two percent (2%) of the Participant’s
Base Salary and Incentive Payment deferrals for the Plan Year; provided that,
if the Participant’s total Base Salary and Incentive Payments for the Plan Year
exceeds the compensation limit under Code Section 401(a)(17) in effect for the
Plan Year, any deferrals above that excess amount shall not be taken into
account.  The Annual Company Matching
Contribution Amount credit for a given Plan Year, if any, shall be credited as
soon as practicable following the last day of the Plan Year.


3.6                                 Annual Company Discretionary Contribution Amount.  For each Plan Year, the Committee, in its
sole discretion, may, but is not required to, credit any amount it desires to
any Participant’s Company Discretionary Contribution Account under this Plan,
which amount shall be for that Participant the Annual Company Discretionary
Contribution Amount for that Plan Year. 
The amount so credited to a Participant may be smaller or larger than
the amount credited to any other Participant, and the amount credited to any
Participant for a Plan Year may be zero, even though one or more other
Participants receive an Annual Company Discretionary Contribution Amount for
that Plan Year.  The Annual Company
Discretionary Contribution Amount for each Plan Year, if any, shall be credited
at such time(s) as determined by the Committee, in its discretion.



 11
 









3.7                                 Investment of Trust Assets.  The
trustee of the Trust shall be authorized, upon written instructions received
from the Committee or investment manager appointed by the Committee, to invest
and reinvest the assets of the Trust in accordance with the applicable Trust
agreement, including the reinvestment of the proceeds in one or more investment
vehicles designated by the Committee.


3.8                                 Vesting.


(a)                                  Deferral Account and Company
Matching Contribution Account.  A Participant shall at all
times be 100%  vested in his or her Deferral
Account and, subject to Section 3.5, in his or her Company Matching
Contribution Account.


(b)                                 Company Discretionary
Contribution Account.  A
Participant shall become vested in his or her Company Discretionary
Contribution Account pursuant to a vesting schedule, if any, approved and
documented by the Committee at the time the Annual Company Discretionary
Contribution Amount is credited to the Participant’s Company
Discretionary Contribution Account for the Plan Year; provided, however, if a Participant dies or becomes Disabled before
he or she experiences a Termination, his or her Company Discretionary
Contribution Account shall immediately become one hundred percent (100%) vested
(if it is not already vested in accordance with a vesting schedule).


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


(a)                                  Sub-Accounts.  Separate sub-accounts shall be established
and maintained with respect to each Participant’s Account Balance (together,
the “Sub-Accounts”), each attributable to the portion of the Participant’s
Account Balance representing the same type of credited deferral or
contribution.  That is, for each Plan
Year, if
and as applicable, one Sub-Account shall be attributable to the portion of the
Participant’s Account Balance which represents Base Salary deferrals, another
attributable to the portion of the Participant’s Account Balance which
represents Incentive Payment deferrals and another attributable to the portion
of the Participant’s Account Balance which represents Annual Company
Discretionary Contribution Amounts and Annual Company Matching Contribution
Amounts.



 12
 









(b)                                 Election of
Measurement Funds.   A Participant,
in connection with his or her initial deferral election in accordance with
Section 3.3(a) above, shall elect, on the Election Form(s), one or more Measurement
Funds to be used to determine the additional amounts to be credited or debited
to each of his or her Sub-Accounts for the first business day of the Plan Year,
continuing thereafter unless changed in accordance with the next sentence.  Commencing with the first business day of the
Plan Year, and continuing thereafter for the remainder of the Plan Year (unless
the Participant ceases during the Plan Year to participate in the Plan), the
Participant may (but is not required to) elect daily, by submitting an Election
Form(s) to the Committee that is accepted by the Committee (which submission
may take the form of an electronic transmission, if required or permitted by
the Committee), to add or delete one or more Measurement Funds to be used to
determine the additional amounts to be credited or debited to each of his or
her Sub-Accounts, or to change the portion of each of his or her Sub-Accounts
allocated to each previously or newly elected Measurement Funds. If an election
is made in accordance with the previous sentence, it shall apply to the next
business day and continue thereafter for the remainder of the Plan Year (unless
the Participant ceases during the Plan Year to participate in the Plan), unless
changed in accordance with the previous sentence.


(c)                                  Proportionate
Allocation.  In making any election
described in Section 3.9(b) above, the Participant shall specify on the
Election Form(s), in whole percentage points, the percentage of each of his or
her Sub-Account(s) to be allocated to a Measurement Fund (as if the Participant
was making an investment in that Measurement Fund with that portion of his or
her Account Balance).


(d)                                 Measurement
Funds.  The Participant may elect one or more of the
Measurement Funds set forth on Schedule A (the “Measurement Funds”), for
the purpose of crediting or debiting additional amounts to his or her Account
Balance.  The Committee may, in its sole
discretion, discontinue, substitute or add a Measurement Fund.  Each such action will take effect as of the
first business day that follows by thirty (30) days the day on which the
Committee gives Participants advance written notice of such change.  If the Committee receives an initial or
revised Measurement Funds election which it deems to be incomplete, unclear or
improper, the Participant’s Measurement Funds election then in effect shall
remain in effect (or, in the case of a deficiency in an initial Measurement
Funds election, the Participant shall be deemed to have filed no deemed
investment direction).  If the Committee
possesses (or is deemed to possess as provided in the previous sentence) at any
time directions as to Measurement Funds of less than all of the 



 13
 









Participant’s Account
Balance, the Participant shall be deemed to have directed that the undesignated
portion of the Account Balance be deemed to be invested in a money market,
fixed income or similar Measurement Fund made available under the Plan as
determined by the Committee in its discretion. 
Each Participant hereunder, as a condition to his or her participation
hereunder, agrees to indemnify and hold harmless the Committee, the Employer
and the Company, and their agents and representatives, from any losses or
damages of any kind relating to (i) the Measurement Funds made available
hereunder and (ii) any discrepancy between the credits and debits to the
Participant’s Account Balance based on the performance of the Measurement Funds
and what the credits and debits otherwise might be in the case of an actual
investment in the Measurement Funds.


(e)                                  Crediting or
Debiting Method.  The performance
of each elected Measurement Fund (either positive or negative) will be
determined by the Committee, in its sole discretion, based on the performance
of the Measurement Funds themselves.  A
Participant’s Account Balance shall be credited or debited on a daily basis
based on the performance of each Measurement Fund selected by the Participant,
or as  otherwise determined by the Committee
in its sole discretion, as though (i) a Participant’s Account Balance were
invested in the Measurement Funds selected by the Participant, in the
percentages elected by the Participant as of such date, at the closing price on
such date; (ii) the portion of the Annual Deferral Amount that was actually
deferred was invested in the Measurement Funds selected by the Participant, in
the percentages elected by the Participant, no later than the close of business
on the third (3rd) business day after the day on which such amounts are
actually deferred from the Participant’s Base Salary or Incentive Payments, as
applicable, at the closing price on such date; (iii) any Annual Company Matching Contribution
Amounts and/or Annual Company Discretionary Contribution Amounts credited to a
Participant’s Account Balance were invested in the Measurement Fund(s) selected
by the Participant, in the percentages elected by the Participant, as soon as
administratively practicable following the date such amount(s) were credited to
the Participant’s Account Balance; and (iv) any distribution made to a Participant that
decreases such Participant’s Account Balance ceased being invested in the
Measurement Funds, in the percentages applicable to such calendar day, no
earlier than three (3) business days prior to the distribution, at the closing
price on such date.


(f)                                    No Actual
Investment.  Notwithstanding any other
provision of this Plan that may be interpreted to the contrary, the Measurement
Funds are to be used for measurement purposes only, and a Participant’s
election of any such 



 14
 









Measurement Fund, the
allocation of his or her Account Balance thereto, the calculation of additional
amounts and the crediting or debiting of such amounts to a Participant’s
Account Balance shall not be considered or construed in any manner as an actual
investment of his or her Account Balance in any such Measurement Fund.  In the event that the Employer or the trustee
(as that term is defined in the Trust), in its sole discretion, decides to
invest funds in any or all of the Measurement Funds, no Participant shall have
any rights in or to such investments themselves.  Without limiting the foregoing, a Participant’s
Account Balance shall at all times be a bookkeeping entry only and shall not
represent any investment made on his or her behalf by the Employer or the
Trust; the Participant shall at all times remain an unsecured general creditor
of the Employer.


(g)                                 Beneficiary
Elections.  Each reference in this Section
3.9 to a Participant shall be deemed to include, where applicable, a reference
to a Beneficiary.


3.10                           Payroll Reductions and Taxes.


(a)                                  Annual
Deferral Amounts.  For each Plan
Year in which a Participant’s Base Salary and/or Incentive Payments is being
deferred hereunder, the Employer shall withhold from that portion of the
Participant’s Base Salary and/or Incentive Payments that is not being deferred,
in a manner determined by the Employer, the Participant’s share of FICA and
other employment taxes on such Annual Deferral Amount.  If necessary, the Committee may reduce the
Annual Deferral Amount in order to comply with applicable tax withholding
requirements.  In addition, the Committee
may reduce the Annual Deferral Amount as permitted by Section 409A to the
extent necessary to make certain other payroll reductions elected by the
Participant or required under any other benefit plan of the Employer (e.g.,
reductions for contributions to a cafeteria plan (as defined in Code Section
125(d)).


(b)                                 Annual Company Matching
Contribution Amounts.  When a
Participant is credited with Annual Company Matching Contribution Amounts, the
Employer shall have the discretion to withhold from the Participant’s Base
Salary and/or Incentive Payments that is not deferred (or from any other
compensation payable to the Participant), in a manner determined by the
Employer, the Participant’s share of FICA and other employment taxes.  If necessary, the Committee may reduce the
Participant’s Annual Company Matching Contribution Amounts in order to comply
with this Section 3.10.


(c)                                  Annual
Company Discretionary Contribution Amounts.  When a
Participant becomes vested in his or her Company Discretionary Contribution
Account, the 



 15
 









Employer may withhold from the Participant’s Base Salary
and/or Incentive Payments that is not deferred (or from any other compensation
payable to the Participant), in a manner determined by the Employer, the
Participant’s share of FICA and other employment taxes.  If necessary, the Committee may reduce the
vested portion of the Participant’s Company Discretionary Contribution Account
in order to comply with this Section 3.10.


3.11                           Distributions.  Notwithstanding anything herein to the
contrary, any payments made to a Participant under this Plan shall be in cash
form, and the Employer or the trustee of the Trust shall withhold from any
payments made to a Participant under this Plan all Federal, state and local
income, and other taxes required to be withheld by the Employer or the trustee
of the Trust,  in connection with such
payments, in amounts and in a manner to be determined in the reasonable
discretion of the Employer.  Any payment made to a Participant under this
Plan shall be made on or as soon as practicable after the payment date or event
specified herein; provided, however, such payment shall not be made later than
the later of (i) the last day of the calendar year in which the payment date or
event occurs, or, if later, the fifteenth (15th)
day of the third (3rd) calendar month following the date of the
payment date or event, or (ii) the last day
of such other, extended period as the IRS may prescribe, such as in the case of
disputed payments or refusals to pay, provided the conditions of such extension
have been satisfied.  If a Participant
who experiences a Separation from Service is rehired, his or her distributions
hereunder may not be suspended until his or her subsequent Separation from Service.


ARTICLE 4

Short-Term Payout/Unforeseeable Financial Emergencies


4.1                                 Short-Term Payout of Annual Deferral Amounts.  At the same time that a Participant elects to
defer his or her Base Salary and/or Incentive Payments for a given Plan Year,
the Participant may elect to receive a future “Short-Term Payout” from the Plan
of the portion of the Participant’s Account Balance attributable to that
deferral.  Subject to such requirements
as may be imposed by the Committee, a Participant may make a separate Short-Term
Payout election in respect of each Base Salary and Incentive Payment deferral
election that he or she makes.  The
Participant’s Short-Term Payout election must be made by the deadline(s) set
forth in Section 3.3(a) for making a deferral election in respect of the Base
Salary and/or Incentive Payments to which it relates, and is irrevocable after
that deadline has passed.  Subject to the
Deduction Limitation and to Section 3.11, the Participant may elect to receive
the Short-Term Payout in a lump sum or pursuant to one of the Yearly
Installment Methods, in an amount that is equal to the 



 16
 









applicable
Base Salary or Incentive Payment deferral amount and amounts credited or
debited thereto in the manner provided in Section 3.9 above, determined at the time
that the Short-Term Payout becomes payable.  Subject to the other terms and conditions of
this Plan, each Short-Term Payout elected shall be paid out, or shall
commence if applicable, during the January of any Plan Year designated by the
Participant that is at least two (2) Plan Years after the Plan Year of the Base
Salary and/or Incentive Payment deferrals, as specifically elected by the
Participant.  By way of example, if a two
(2) year Short-Term Payout is elected for Base Salary that is deferred in
the 2008 Plan Year (pursuant to a deferral election made by the Participant in
December 2007), the two (2) year Short-Term Payout would become payable
during January of 2011.  Any amounts
credited to the Participant’s Company Matching Contribution Account or Company
Discretionary Contribution Account shall not be eligible for a Short-Term
Payout under the Plan.


4.2                                 Short-Term Payout Deferral Elections.  Notwithstanding the preceding Section 4.1 or
any other provision of this Plan that may be construed to the contrary, a
Participant who is in active service with the Employer may, with respect to
each Short-Term Payout, on an Election Form, make one (1) or more additional
deferral elections (a “Subsequent Election”) to defer payment of all or a
portion of such Short-Term Payout to a Plan Year subsequent to the Plan Year
originally (or subsequently) elected; provided, however, any such Subsequent
Election will be null and void unless accepted by the Committee no later than
one (1) year prior to the first day of the Plan Year in which, but for the
Subsequent Election, such Short-Term Payout would be paid, and such Subsequent
Election provides for a deferral of at least five (5) Plan Years following the
Plan Year in which the Short-Term Payout, but for the Subsequent Election,
would be paid.


Notwithstanding
anything above or elsewhere in the Plan to the contrary, no change submitted on
an Election Form shall be accepted by the Committee if the change accelerates
the time over which distributions shall be made to the Participant (except as
otherwise permitted under Section 409A) and the Committee shall deny any change
made to an election if the Committee determines that the change violates the
requirement under Section 409A that the first payment with respect to which
such election is made be deferred for a period of not less than five (5) years
from the date such payment would otherwise have been made.  For these purposes, installment payments
shall be treated as a single payment, with the result that an election to change
from installments to a lump sum will require that the lump sum be postponed
until a date which is at least five (5) years from the scheduled payment date
of the first installment.



 17
 









4.3                                 Other Benefits Take Precedence Over Short-Term Payout.  Should an event occur that triggers a benefit
under Article 5, 6, 7, or 9 prior to the commencement of payment of amounts
subject to a Short-Term Payout election under Section 4.1 (as extended pursuant
to Section 4.2), then any amounts that are subject to such Short-Term
Payout election shall not be paid in accordance with Sections 4.1 or 4.2 but
shall be paid in accordance with the other applicable Article.


4.4                                 Withdrawal Payout/Termination of Deferral Election for Unforeseeable
Financial Emergencies.  If a Participant
experiences an Unforeseeable Financial Emergency, the Participant may petition
the Committee to (i) halt any deferrals required to be made by the Participant
and (ii) receive a partial or full payout from the Plan.  The payout shall not exceed the lesser of the
Participant’s vested Account Balance, or the amount reasonably needed to
satisfy the Unforeseeable Financial Emergency plus amounts necessary to pay
taxes reasonably anticipated as a result of the payouts, after taking into
account the extent to which the Unforeseeable Financial Emergency is or may be
relieved through reimbursement or compensation by insurance or otherwise, by
liquidation of the Participant’s assets (to the extent the liquidation of assets
would not itself cause severe financial hardship) or by termination of
deferrals hereunder.  If, subject to the
sole discretion of the Committee (which discretion the Committee is bound to
exercise, however, within the limitations of Section 409A), the petition for a
termination of deferrals and payout is approved, cessation shall take effect
upon the date of approval and any payout shall be made within sixty (60) days
of the date of approval.  The payment of
any amount under this Section 4.4 shall be subject to Section 3.11, but shall
not be subject to the Deduction Limitation.


ARTICLE 5

Termination Benefit


5.1                                 Termination Benefit.  Subject
to the Deduction Limitation and to Section 3.11, a Participant who Terminates
shall receive, as a Termination Benefit, his or her vested Account Balance (or applicable
portion thereof).


5.2                                 Payment of Termination Benefit.  At the same time that a Participant elects to
defer his or her Base Salary and/or Incentive Payments for a given Plan Year,
the Participant may elect to receive, in a lump sum or pursuant to one
of the available Yearly Installment Methods, that portion of his or her
Termination Benefit attributable to that deferral, and at the same time that a
Participant elects to defer his or her Base Salary for a Plan Year, the
Participant may elect to receive that portion of his or 



 18
 









her Termination Benefit
attributable to that Plan Year’s Annual Company Matching Contribution Amount
and Annual Company Discretionary Contribution Amount.  Subject to
such requirements as may be imposed by the Committee, a Participant may make a
separate Termination Benefit distribution election in respect of each Base
Salary deferral election that he or she makes, each Incentive Payment deferral
election that he or she makes and each Plan Year’s combined Annual Company
Matching Contribution Amount and Annual Company Discretionary Contribution
Amount.  The Participant’s Termination
Benefit distribution election must be made by the deadline(s) set forth in
Section 3.3(a) for making a deferral election in respect of the Base Salary
and/or Incentive Payments for the Plan Year, and is irrevocable after that
deadline has passed.  The lump sum
payment shall be made, or installments shall commence, as follows.  If you Terminate during January
through June of any Plan Year, your Termination Benefit will be paid (and/or
will commence) in January of the following Plan Year.  If you Terminate during July through
December, your Termination Benefit will be paid (and/or commence) in July of
the following Plan Year.


The Participant may
change his or her election to an allowable alternative form of payout by
submitting a new Election Form to the Committee, provided that any such
Election Form is submitted at least one (1) year prior to the distribution date
then in effect and provides for a distribution (or commencement of
distributions) date which is at least five (5) years from the distribution date
then in effect.  Subject to the foregoing, the
Election Form most recently accepted by the Committee shall govern the payout
of the Termination Benefit with respect to the portion of the Participant’s Account Balance to
which it pertains.


Notwithstanding
anything above or elsewhere in the Plan to the contrary, no change submitted on
an Election Form shall be accepted by the Committee if the change accelerates
the time over which distributions shall be made to the Participant (except as
otherwise permitted under Section 409A) and the Committee shall deny any change
made to an election if the Committee determines that the change violates the
requirement under Section 409A that the first payment with respect to which
such election is made be deferred for a period of not less than five (5) years
from the date such payment would otherwise have been made.  For these purposes, installment payments
shall be treated as a single payment, with the result that an election to
change from installments to a lump sum will require that the lump sum be
postponed until a date which is at least five (5) years from the scheduled
payment date of the first installment.



 19
 









If the Participant does not make any election
with respect to the payment of any portion of the Termination Benefit, then
such portion shall be paid in a lump sum
as follows.  If you
Terminate during January through June of any Plan Year, such portion will be
paid in January of the following Plan Year, and if you Terminate during July
through December, such portion will be paid in July of the following Plan Year.


ARTICLE 6

Survivor Benefit


6.1                                 Pre-Termination Survivor Benefit.  The Participant’s Beneficiary shall receive a
Pre-Termination Survivor Benefit equal to the Participant’s entire Account
Balance if the Participant dies before he or she experiences a Termination or
Disability.


6.2                                 Payment of Pre-Termination Survivor Benefit. The Pre-Termination
Survivor Benefit shall be paid to the Participant’s Beneficiary in a lump sum
and/or in installments in accordance with Section 5.2, provided that payment
shall be made (or shall commence, if appropriate) as soon as practicable
following the date on which the Committee receives proof that is satisfactory to the
Committee of the Participant’s death (rather than during the July or January of
the following Plan Year).  Any payment made
hereunder shall be subject to Section 3.11, but shall not be subject to the Deduction Limitation.


6.3                                 Death Prior to Completion of Short-Term Payout, Termination Benefit or
Disability Benefit.  If a
Participant dies after his or her Termination, Disability or elected Short-Term
Payout date, and after the Termination Benefit, Disability Benefit or
Short-Term Payout has commenced but before it is paid in full, the Participant’s unpaid Termination
Benefit, Disability Benefit or Short-Term Payout shall continue and shall be
paid to the Participant’s Beneficiary over the remaining number of years and in
the same amounts as that benefit would have been paid to the Participant had
the Participant survived.  If the
Termination Benefit, Disability Benefit or Short-Term Payout has not yet
commenced, then the Termination Benefit or Disability Benefit shall be paid in
a lump sum and/or in installments in accordance with Section 5.2, provided that
payment shall be made (or shall commence, if appropriate) as soon as
practicable following the date on which the Committee receives satisfactory
proof of the Participant’s death (rather than during the July or January of the
following Plan Year), and the Short-Term Payout shall be governed by Section
4.3.  Any payment made hereunder shall be
subject to Section 3.11, but shall not be subject to the Deduction Limitation.



 20














ARTICLE 7

Disability Benefit


7.1                                 Disability Benefit.  A Participant shall receive a
Disability Benefit equal to the Participant’s entire Account Balance if the
Participant becomes Disabled prior to his or her Termination or death.


7.2                                 Payment of Disability Benefit.  The Disability Benefit shall be paid in a
lump sum and/or in installments in accordance with Section 5.2, provided that
payment shall be made (or shall commence, if appropriate) as soon as
practicable following the date on which the Participant is determined by the
Committee to be suffering from a Disability (rather than during the July or
January of the following Plan Year).  Any
payment made hereunder shall be subject to Section 3.11, but shall not be subject
to the Deduction Limitation.


ARTICLE 8

Beneficiary Designation


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


8.2                                 Beneficiary Designation/Change.  A Participant shall designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form, and
returning it to the Committee or its designated agent.  A Participant shall have the right to change
a Beneficiary by completing, signing and otherwise complying with the terms of
the Beneficiary Designation Form and the Committee’s rules and procedures, as
in effect from time to time.  Upon the
acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled.  The Committee shall be entitled to rely on the
last Beneficiary Designation Form filed by the Participant and accepted by the
Committee prior to his or her death.


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



 21
 








8.4                                 No Beneficiary Designation.  If a
Participant fails to designate a Beneficiary as provided in Sections 8.1,
8.2 and 8.3 above or, if all designated Beneficia­ries predecease the
Participant or die prior to complete distribution of the Participant’s
benefits, then the Participant’s designated Beneficiary shall be deemed to be
his or her surviving spouse, or, if the Participant has no surviving spouse,
the benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participant’s estate.


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


8.6                                 Discharge of Obligations.  The
payment of benefits under the Plan to a person believed in good faith by the
Committee to be a valid Beneficiary shall fully and completely discharge the
Employer and the Committee from all further obligations under this Plan with
respect to the Participant, and that Participant’s Plan Agreement shall
terminate upon such full payment of benefits. 
Neither the Committee nor the Employer shall be obliged to search for
any Participant or Beneficiary beyond the sending of a registered letter to such
person’s last known address.  If the
Committee notifies any Participant or Beneficiary that he or she is entitled to
an amount under the Plan and the Participant or Beneficiary fails to claim such
amount or make his or her location known to the Committee within three (3)
years thereafter, then, except as otherwise required by law, if the location of
one or more of the next of kin of the Participant is known to the Committee,
the Committee may direct distribution of such amount to any one or more or all
of such next of kin, and in such proportions as the Committee determines.  If the location of none of the foregoing
persons can be determined, the Committee shall have the right to direct that
the amount payable shall be deemed to be a forfeiture, except that the dollar
amount of the forfeiture, unadjusted for deemed gains or losses in the interim,
shall be paid by the Employer if a claim for the benefit subsequently is made
by the Participant or the Beneficiary to whom it was payable.  If a benefit payable to an unlocated
Participant or Beneficiary is subject to escheat and/or unclaimed property laws
pursuant to applicable law, neither the Committee nor the Employer shall be
liable to any person for any payment made in accordance with such law.



 22
 








ARTICLE 9

Termination/Amendment/Modification


9.1                                 Termination.  Although the
Employer anticipates that it will continue the Plan for an indefinite period of
time, there is no guarantee that the Employer will continue the Plan or will
not terminate the Plan at any time in the future.  Accordingly, the Employer reserves the right
to discontinue its sponsorship of the Plan and/or to terminate the Plan at any
time with respect to any or all of its participating Employees, by action of
its board of directors or appropriate committee thereof.  Upon a termination of the Plan in accordance
with the requirements, restrictions and limitations of Section
1.409A-3(j)(4)(ix) of the Treasury regulations, the Plan Agreements of the
affected Participants shall terminate and their vested Account Balances,
determined as if they had experienced a Termination on the date of Plan
termination, and paid to the Participants in accordance with their distribution elections in effect at
the time of the Plan termination (but not to commence before or end after any distribution
period required by Section 409A).  If, due to the
circumstances surrounding the Plan termination, a distribution of a Participant’s Account Balance
upon Plan termination is not permitted by Section 409A, the payment of the
Account Balance shall be made only after Plan benefits otherwise become due
hereunder.  The termination of the Plan
shall not adversely affect any Participant or Beneficiary who has become
entitled to the payment of any benefits under the Plan as of the date of
termination.


Without limiting the generality
of the foregoing, the Employer specifically reserves the right to terminate and
liquidate the Plan with respect to all of its participating Employees, in its
discretion and by action of the its board of directors
or appropriate committee thereof, within the thirty (30) days
preceding or the twelve (12) months following a “change in control event” (as
defined in Section 409A); provided, however, that such termination and
liquidation must be irrevocable and shall be permitted only if all arrangements
sponsored by the Employer that are required to be aggregated with the Plan
pursuant to Section 14.21 are also irrevocably terminated and liquidated with
respect to each Participant therein who is employed by the Employer that has
experienced the change in control event, so that the Employees participating
under the Plan and all Participants under those other arrangements who are
employed by the Employer that have experienced the change in control event are
required to receive all amounts of compensation deferred under the terminated
and liquidated arrangements within twelve (12) months of the date the Employer
takes irrevocable action to terminate and liquidate the arrangements.


9.2                                 Amendment.  The Company may,
at any time, amend or modify the Plan in whole or in part by the action of the
Board or its delegate; provided, however, that no amendment or 



 23
 








modification
shall be effective to decrease or restrict the value of a Participant’s vested
Account Balance in existence at the time the amendment or modification is made,
calculated as if the Participant had experienced a Termination as of the
effective date of the amendment or modification.  The amendment or modification of the Plan
shall not affect any Participant or Beneficiary who has become entitled to the
payment of benefits under the Plan as of the date of the amendment or
modification.


9.3                                 Plan Agreement.  Despite the
provisions of Sections 9.1 and 9.2 above, if a Participant’s Plan
Agreement contains benefits or limitations that are not in this Plan document,
the Company may only amend or terminate such provisions with the consent of the
Participant.


9.4                                 Effect of Payment.  The full
payment of the applicable benefit under Articles 4, 5, 6, 7, or 9 of the
Plan shall completely discharge all obligations to a Participant and his or her
designated Beneficiaries under this Plan and the Participant’s Plan Agreement
shall terminate.


9.5                                 Amendment to Ensure Proper Characterization of the Plan.  Notwithstanding the previous Sections of this
Article, the Plan may be amended at any time, retroactively if required, if
found necessary, in the opinion of the Company, in order to ensure that the
Plan is characterized as a non-tax-qualified “top hat” plan of deferred
compensation maintained for a select group of management or highly compensated
employees, as described under ERISA Sections 201(2), 301(a)(3) and 401(a)(1),
to conform the Plan to the provisions to Section 409A and to ensure that
amounts under the Plan are not considered to be taxed to a Participant under the
Federal income tax laws prior to the Participant’s receipt of the amounts or to
conform the Plan and the Trust to the provisions and requirements of any
applicable law (including ERISA and the Code).



 24
 








ARTICLE 10

Administration


10.1                           Establishment of Committee.  The
Company shall establish an Administrative Committee to administer the Plan in
the manner described below.  The initial
members of the Committee shall be Fern Forman, Rhonda Bienkowski, and Kathy
Grim.  The Board or the Compensation
Committee may fill any vacancies on the Committee at any time.  The Committee may, but need not, adopt its
own rules of operation that are not inconsistent with the provisions of this
Plan.


This Plan shall be administered by the Committee or its
delegate.  The Committee shall have the
discretion and authority to (i) make, amend, interpret and enforce all
appropriate rules and regulations for the administra­tion of this Plan and (ii)
decide or resolve any and all ques­tions including interpretations of this
Plan, as may arise in connection with the Plan. 
Any individual serving as a member of the Committee who is a Participant
shall not vote or act on any matter relating solely to himself or herself.  When making a determination or calculation,
the Committee shall be entitled to rely on information furnished by a
Participant or the Employer.


Any of the duties and responsibilities of the Committee
under the Plan, including, but not limited to those listed below, may be
performed by appropriate management personnel designated by the Committee to
perform such duties and responsibilities, except that any decision,
interpretation, calculation or other action which would materially increase the
Employer’s liability and/or costs associated with the Plan must be approved by
the Committee:


(a)                                  the appropriate
management personnel may administer the claims procedure requirements of the
Plan set forth in Article 12;


(b)                                 the appropriate
management personnel may change service providers used in connection with the
Plan;


(c)                                  the appropriate
management personnel may allocate expenses associated with the Plan’s
administration among Participants’ Account Balances;


(d)                                 the appropriate
management personnel may change the Measurement Funds available under the Plan.


10.2                           Agents.  In the administration of this Plan, the
Committee may, from time to time, employ agents and delegate to them such
administrative duties as they see fit (including 



 25
 








acting
through a duly appointed representative) and may from time to time consult with
counsel who may be counsel to the Employer.


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


10.4                           Indemnity of Committee.  The Employer shall indemnify and hold
harmless the members of the Committee, and any individuals to whom the duties
of the Committee may be delegated, against any and all claims, losses, damages,
expenses or liabilities arising from any action or failure to act with respect
to this Plan, except in the case of willful misconduct by the Committee or any
of its members or any such individuals. 
This indemnification shall be in addition to, and not in limitation of,
any other indemnification protections of the Committee.


10.5                     Employer Information.  To enable the Committee to perform its
functions, the Employer shall supply full and timely information to the
Committee on all matters relating to the compensation of the Participants, the
date and circum­stances of the Disability, death or Termination of the
Participants, and such other pertinent information as the Committee may
reasonably require.


ARTICLE 11

Other Benefits and Agreements


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


ARTICLE 12

Claims Procedures


12.1                           Presentation of Claim.  Any
Participant or Beneficiary of a deceased Participant (such Participant or
Beneficiary being referred to below as a “Claimant”) may deliver to the
Committee a written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. 
If such a claim relates to the contents of a notice received by the
Claimant, the claim must be made within sixty (60) days after such notice was 



 26
 








received by the Claimant. 
All other claims must be made within one hundred eighty (180) days
of the date on which the event that caused the claim to arise occurred.  The claim must state with particularity the
determination desired by the Claimant.


12.2                           Notification of Decision.  The Committee shall consider a Claimant’s
claim within a reasonable time, and shall notify the Claimant in writing:


(a)                                  that the Claimant’s
requested determination has been made, and that the claim has been allowed in
full; or


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


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


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


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


(iv)                              an explanation of the claim review procedure set
forth in Section 12.3 below.


12.3                           Review of a Denied Claim.  Within sixty (60) days after receiving a
notice from the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant’s duly authorized representative) may file with the
Committee a written request for a review of the denial of the claim.  Thereafter, but not later than thirty
(30) days after the review procedure began, the Claimant (or the Claimant’s
duly authorized representative):


(a)                                  may review pertinent
documents;


(b)                                 may submit written
comments or other documents; and/or


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


12.4                           Decision on Review.  The Committee shall render its deci­sion on
review promptly, and not later than sixty (60) days after the filing of a
written request for review of the denial, unless a hearing is held or other
special circumstances require additional time, in 



 27
 








which
case the Committee’s decision must be rendered within one hundred twenty (120)
days after such date.  Such decision must
be written in a manner calculated to be understood by the Claimant, and it must
contain:


(a)                                  specific reasons for the
decision;


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


(c)                                  such other matters as
the Committee deems relevant.


12.5                           Claims and Review Procedure for Disability Claims Filed under the Plan. 
Notwithstanding the foregoing or anything herein that suggests
otherwise, until modified by the Committee, the claims and review procedure set
forth in this Section shall be the mandatory claims and review procedure for
the resolution of disputes and disposition of claims made by Participants that
require a determination under the Plan of the Participant’s Disability status,
but only if and to the extent that such claims require an independent
determination by the Committee that the Participant is or is not suffering from
a Disability, within the meaning of Section 1.17.  If the Committee’s determination is based
entirely on a Disability determination made by another party, such as the
Social Security Administration, the Participant’s claim shall not be treated as
a Disability claim for purposes of the special provisions of this Article that
apply to claims for which an independent determination of Disability is
required.


(a)                                  Initial Disability Claim.  An individual may, subject to any
applicable deadline, file with the Committee a written claim that requires a
determination by the Committee of a Participant’s Disability in a form and
manner prescribed by the Committee.


(i)                                     If the Disability claim is denied in whole or
in part, the Committee shall notify the Claimant of the adverse benefit
determination within forty-five (45) days after receipt of the Disability
claim.


(ii)                                  The forty-five (45) day period for
making the determination may be extended for thirty (30) days, if the Committee
determines that an extension is necessary due to reasons beyond the control of
the Committee and notifies the Claimant of the extension prior to the
expiration of the initial forty-five (45) day period.  The thirty (30) day extension period can be
further extended by another thirty (30) days 



 28
 








(for
a total of a sixty (60) day extension) if notice is provided to the Claimant
within the first thirty (30) day extension period.


(iii)                              In the event that a period of time is extended due to a Claimant’s
failure to submit information necessary to decide a Disability claim, the
Claimant shall have forty-five (45) days within which to provide the
necessary information and the period for making the claim determination shall
be tolled from the date on which the notification of extension is sent to the
Claimant until the date on which the Claimant responds to the request for
additional information or, if earlier, the expiration of forty-five (45)
days.


(iv)                              Any notice of extension shall specifically
explain:


(A)                              the circumstances requiring the extension of
time;


(B)                                the date by which a claim determination is
expected to be made;


(C)                                the standards on which entitlement to a
benefit is based;


(D)                               the unresolved issues that prevent a decision
on the Disability claim; and


(E)                                 the additional information needed to resolve
those issues.


(b)                                       Notice of Initial Adverse
Determination.  A notice of an adverse determination for a
Disability claim shall set forth in a manner calculated to be understood by the
Claimant:


(i)                                  the specific reasons for the adverse
determination;


(ii)                               references to the specific provisions of the Plan documents (or other
applicable writings) on which the adverse determination is based;


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


(iv)                           a description of the claims review procedure, and the time limits
applicable to such procedures, including a statement of the Claimant’s 



 29
 








right
to bring a civil action under ERISA Section 502(a) following an adverse
benefit determination on review;


(v)                                 if an internal rule, guideline, protocol, or
other similar criterion was relied upon in making the adverse determination,
either the specific rule, guideline, protocol, or other similar criterion; or a
statement that such a rule, guideline, protocol, or other similar criterion was
relied upon in making the adverse determination and that a copy of such rule,
guideline, protocol, or other criterion will be provided free of charge to the
Claimant upon request; and


(vi)                              if the adverse benefit determination is based
on a medical necessity or experimental treatment or similar exclusion or limit,
either an explanation of the scientific or clinical judgment for the
determination applying the terms of the Plan to the Claimant’s medical
circumstances, or a statement that such explanation will be provided free of
charge upon request.


(c)                                  Request for Review. 
Within one-hundred and eighty (180) days after receipt of an
initial adverse benefit determination notice for a Disability claim, the
Claimant may file with the Committee a written request for review of the
adverse determination and may, in connection therewith, submit written
comments, documents, records and other information relating to the claim.  Any request for review not filed within one-hundred
and eighty (180) days after receipt of an initial adverse determination notice
shall be untimely.


(d)                                 Disability Claim on Review.  If
the Disability claim, upon review, is denied in whole or in part, the Committee
shall notify the Claimant of the adverse benefit determination within forty-five
(45) days after receipt of the request for review.


(i)                                     The forty-five (45) day period for
deciding the Disability claim on review may be extended for forty-five
(45) days if the Committee determines that special circumstances require an
extension of time for the Disability claim determination on review, provided
that the Committee notifies the Claimant, prior to the expiration of the
initial forty-five (45) day period, of the special circumstances
requiring an extension and the date by which a Disability claim determination
is expected to be made.



 30
 








(ii)                                  In the event that a period of time is
extended due to a Claimant’s failure to submit information necessary to decide
a Disability claim, the Claimant shall have forty-five (45) days within
which to provide the necessary information and the period for making the
benefit determination shall be tolled from the date on which the notification
of extension is sent to the Claimant until the date on which the Claimant
responds to the request for additional information or, if earlier, the
expiration of forty-five (45) days.


(iii)                               The Committee’s review of a denied Disability
claim shall:


(A)                           take into account all comments, documents,
records, and other information submitted by the Claimant relating to the
Disability claim, without regard to whether such information was submitted or
considered in the initial benefit determination;


(B)                             not afford deference to the initial adverse
benefit determination;


(C)                             be conducted by a decision maker(s) who is
neither the decision maker(s) who made the initial adverse benefit
determination that is the subject of the appeal, nor the subordinate of such
individual(s);


(D)                            if the adverse benefit determination is based
in whole or in part on a medical judgment, consult with a health care
professional who has the appropriate training and experience in the field of
medicine involved in the medical judgment (such health care professional shall
be an individual who is neither an individual who was consulted in connection
with the adverse benefit determination that is subject of the appeal, nor the
subordinate of any such individual); and


(E)                              provide for the identification of the medical
or vocational experts whose advice was obtained on behalf of the Plan in
connection with a Claimant’s adverse benefit determination, without regard to
whether the advice was relied upon in making the benefit determination.



 31
 








(e)                                  Notice of Adverse
Determination for Disability Claim on Review.  A
notice of an adverse determination for a Disability claim on review shall set
forth in a manner calculated to be understood by the Claimant:


(i)                                     the specific reasons for denial of the
Disability claim;


(ii)                                  the specific references to the pertinent
provisions of the Plan document (or other applicable writing) on which the
denial is based;


(iii)                               a statement that the Claimant is entitled to
receive, upon request and free of charge, reasonable access to, and copies of,
all documents, records, and other information relevant to the Claimant’s claim;


(iv)                              a statement describing any voluntary appeal
procedures offered by the Plan and the Claimant’s right to obtain information
about such procedures;


(v)                                 a statement of the Claimant’s right to bring
an action under ERISA Section 502(a);


(vi)                              if an internal rule, guideline, protocol, or
other similar criterion was relied upon in making the adverse determination,
either the specific rule, guideline, protocol, or other similar criterion; or a
statement that such a rule, guideline, protocol, or other similar criterion was
relied upon in making the adverse determination and that a copy of such rule,
guideline, protocol, or other criterion will be provided free of charge to the
Claimant upon request;


(vii)                           if the adverse benefit determination is based
on a medical necessity or experimental treatment or similar exclusion or limit,
either an explanation of the scientific or clinical judgment for the
determination applying the terms of the Plan to the Claimant’s medical
circumstances, or a statement that such explanation will be provided free of
charge upon request; and


(viii)                        the following statement:  “You and your plan may have other voluntary
alternative dispute resolutions options, such as mediation.  One way to find out what may be available is
to contact your local U.S. Department of Labor Office and your State insurance
regulatory agency.”



 32
 








12.6                           Legal Action.  A Claimant’s
compliance with the foregoing provisions of this Article 12 is a mandatory
prerequisite to a Claimant’s right to commence any legal action with respect to
any claim for benefits under this Plan.


ARTICLE 13

Trust


13.1                           Establishment of the Trust.  The
Employer has established the Trust, and the Employer intends, but is not
required, to transfer over to the Trust at least annually such assets as the
Employer determines, in its sole discretion, are necessary to provide for its
respective future liabilities created with respect to the Annual Deferral
Amounts, Annual Company Matching Contribution Amounts and Annual Company
Discretionary Contribution Amounts for the Participants.


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


13.3                           Distributions from the Trust.  The
Employer’s obligations under the Plan may be satisfied with Trust assets
distributed pursuant to the terms of the Trust, and any such distribution shall
satisfy the Employer’s obligations under this Plan.


ARTICLE 14

Miscellaneous


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


14.2                           Unsecured General Creditor.  Participants and their Bene­ficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of the Employer.  For purposes of the payment of benefits under
this Plan, any and all of the Employer’s assets shall be, and remain, the
general, unpledged 



 33
 








unrestricted
assets of the Employer.  The Employer’s
obligation under the Plan shall be merely that of an unfunded and unsecured
promise to pay money in the future.


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


14.4                           Nonassignability.  Subject to Section 3.11, neither a
Participant nor any other person shall have any right to commute, sell, assign,
transfer, pledge, anticipate, mortgage or otherwise encumber, transfer,
hypothecate, alienate or convey in advance of actual receipt, the amounts, if
any, payable hereunder, or any part thereof, which are, and all rights to which
are expressly declared to be, unassignable and non-transfer­able.  Subject to Section 14.15, no part of the
amounts payable shall, prior to actual payment, be subject to seizure, attachment,
garnishment or sequestration for the payment of any debts, judgments, alimony
or separate maintenance owed by a Participant or any other person, be
transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency or be transferable to a spouse as a result of
a property settlement or otherwise.


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


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


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



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though
they were used in the plural or the singular, as the case may be, in all cases
where they would so apply.


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


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


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


Benefits Manager


GMH Communities


10 Campus Boulevard


Newtown Square, PA 19073


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


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


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


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


14.13                     Validity.  In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been inserted
herein; except to the extent that Section 409A requires that this Section 14.13
be 



 35
 








disregarded
because it purports to nullify Plan terms that are not in compliance with
Section 409A.


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


14.15                     Court Order.  The Committee is authorized to make any
payments otherwise distributable hereunder as directed by court order in any
action in which the Plan or the Committee has been named as a party.  In addition, if a court determines that a
spouse or former spouse of a Participant has an interest in the Participant’s
benefits under the Plan in connection with a property settlement or otherwise,
the Committee, in its sole discretion but solely if and to the extent permitted
by Section 409A, shall have the right, notwithstanding any election made by a
Participant, to immediately distribute the spouse’s or former spouse’s interest
in the Participant’s benefits under the Plan to that spouse or former spouse.


14.16                     Acceleration of Distribution. The Employer may, in
its sole discretion (without any direct or indirect election on the part of any
Participant), accelerate the date of distribution or commencement of
distributions hereunder, or accelerate installment payments by paying the
vested Account Balance in a lump sum or pursuant to a Yearly Installment Method
using fewer years, to the extent permitted under Section 409A (such as, for
example, as provided in Section 1.409A-3(j)(4) of the Treasury regulations, to
comply with domestic relations orders or certain conflict of interest rules, to
pay employment taxes, to make a lump sum cashout of certain de minimus amounts
that are less than the applicable dollar amount under Code Section
402(g)(1)(B), or to make payments upon income inclusion under Section 409A).


If the Trust terminates in
accordance with the provisions of the Trust and benefits are distributed from
the Trust to a Participant in accordance with such provisions, the Participant’s
benefits under this Plan shall be reduced to the extent of such distributions.



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14.17                     Delay in Payment.  If the Committee
reasonably anticipates that any payment scheduled to be made hereunder would
violate securities laws (or other applicable laws) or jeopardize the ability of
the Employer to continue as a going concern if paid as scheduled, then the
Committee may defer that payment, provided the Employer treats payments to all similarly
situated Participants on a reasonably consistent basis.  In addition, the Employer may, in its
discretion, delay a payment upon such other events and conditions as the IRS
may prescribe, provided the Employer treats payments to all similarly situated Participants
on a reasonably consistent basis.  Any amounts
deferred pursuant to this Section shall continue to be credited or debited with
additional amounts in accordance with Section 3.9 above, even if such amount is
being paid out in installments.  The amounts
so deferred and amounts credited or debited thereon shall be distributed to the
Participant or his or her Beneficiary (in the event of the Participant’s death)
at the earliest possible date on which the Committee reasonably anticipates
that such violation or material harm would be avoided or as otherwise
prescribed by the IRS.


14.18                     Prohibited Acceleration/Distribution Timing.  This Section shall take precedence over any
other provision of the Plan or this Article 14 to the contrary.  If the timing of any distribution election
would result in any tax or other penalty (other than ordinarily payable
Federal, state or local income or payroll taxes), which tax or penalty can be
avoided by payment of the distribution at a later time, then the distribution shall
be made (or commence, as the case may be) on (or as soon as practicable after)
the first date on which such distributions can be made (or commence) without
such tax or penalty; except to the extent that Section 409A requires that this Section 14.18
be disregarded because it purports to nullify Plan terms that are not in
compliance with Section 409A.


14.19                     Insurance.  The Employer, on its  own behalf or on behalf of the trustee of the Trust, and, in its
sole discretion, may apply for and procure insurance on the life of the
Participant, in such amounts and in such forms as the Employer or the Trust it
may choose.  The Employer or the trustee
of the Trust, as the case may be, shall be the sole owner and beneficiary of
any such insurance.  The Participant shall
have no interest whatsoever in any such policy or policies, and at the request
of the Employer and in order to satisfy the notice and consent requirements of
Code Section 101(j)(4) or any applicable State insurance law requirements,
shall supply such information and execute such documents as may be required by
the Employer or the insurance company or companies to whom the Employer has
applied for insurance.


14.20                     Aggregation of Employers.  If the Employer is a member of a controlled
group of corporations or a group of trades or business under common control (as
described 



 37
 








in
Code Section 414(b) or (c), but substituting a fifty percent (50%) ownership
level for the eighty percent (80%) level set forth in those Code Sections), all
members of the group shall be treated as a single Employer for purposes of
whether there has occurred a Separation from Service and for any other purposes
under the Plan as Section 409A shall require. 
For purposes of Section 9.1, in the case of a change in control event,
the entities to be treated as a single Employer shall be determined immediately
following the change in control event.


14.21                     Aggregation of Plans.  If the Employer
offers other account balance deferred compensation plans in addition to the
Plan, those plans together with the Plan shall be treated as a single plan to
the extent required under Section 409A for purposes of determining whether an
Employee may make a deferral election pursuant to Section 3.3(a) within thirty
(30) days of becoming eligible to participate in the Plan, for purposes of
cashing out de minimus amounts pursuant to Section 14.16 and for any other
purposes under the Plan as Section 409A shall require.


14.22                     USERRA.  Notwithstanding anything herein to the
contrary, any deferral or distribution election provided to a Participant as
necessary to satisfy the requirements of the Uniformed Services Employment and
Reemployment Rights Act of 1994, as amended, shall be permissible hereunder.



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IN WITNESS WHEREOF, the Employer has adopted this Plan document
effective as of August 1, 2007.


	
   

  	
  GMH COMMUNITIES TRUST

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph M. Macchione

  	
   

  	
   

  
	
   

  	
  Print Name:
  Joseph M. Macchione

  
	
   

  	
  Title: EVP,
  General Counsel and Secretary

  
	
   

  	
  Date: August 1,
  2007

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OTHER
  SPONSORING EMPLOYERS (AS APPLICABLE):

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Print Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  	
   

  
									



 



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