FIRSTENERGY
        CORP.
 
 EXECUTIVE
        DEFERRED
        COMPENSATION PLAN
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Effective
        September
        28, 1985
 
 
 Amended
        and Restated
        as of January 1, 2005
 
  
  
 **TABLE
        OF
        CONTENTS**
 
 
 
 PageARTICLE
                  1 –
                  PURPOSE
              
              11.1
              Purpose
              
              1ARTICLE
                  2 –
                  DEFINITIONS
              
              12.1
              Account
              
              12.2
              Administrative
                  Committee
              
              12.3
              Beneficiary
              
              12.4
              Board
              
              12.5
              Change
                  in
                  Control
              
              22.6
              Code
              
              22.7
              Company
              
              22.8
              Compensation
                  Committee
              
              22.9
              Deferral
                  Election
              
              22.10
              Deferral
                  Period
              
              22.11
              Disability
              
              22.12
              Effective
                  Date
              
              32.13
              Elected
                  Deferred Compensation
              
              32.14
              ERISA
              
              32.15
              Employer
              
              32.16
              Initial
                  Eligible Payment Date
              
              32.17
              Interest
                  Rate
              
              32.18
              Long-Term
                  Incentive Award
              
              42.19
              Participant
              
              42.20
              Participation
                  Agreement
              
              42.21
              Pension
                  Plan
              
              42.22
              Plan
              
              42.23
              Retirement
              
              42.24
              Retirement
                  Account
              
              42.25
              Retirement
                  Stock Account
              
              42.26
              Separation
                  from Service
              
              52.27
              Short-Term
                  Incentive Award
              
              52.28
              Stock
                  Account
              
              52.29
              Unforeseeable
                  Emergency
              
              5ARTICLE
                  3 –
                  PARTICIPATION AND DEFERRAL COMMITMENTS
              53.1
              Eligibility
                  and Participation
              
              53.2
              Deferral
                  Elections
              
              63.3
              Commencement,
                  Duration and Modification of Deferral Election
              6
 
  i
  
 ARTICLE
                  4 –
                  ACCOUNTS
              
              74.1
              Elected
                  Deferred Compensation
              
              74.2
              Retirement
                  Account
              
              74.3
              Stock
                  Account
              
              84.4
              Retirement
                  Stock Account
              
              84.5
              Deferred
                  Compensation Benefit
              
              94.6
              Amounts
                  Transferred from the GPU Companies Deferred Compensation
                  Planand
                  Nonqualified Pension Plan
              
              94.7
              Vesting
                  of
                  Accounts
              
              94.8
              Statement
                  of
                  Accounts
              
              10ARTICLE
                  5 –
                  DISTRIBUTION OF DEFERRED COMPENSATION BENEFITS
              105.1
              Retirement
                  Benefit
              
              105.2
              Death
                  Benefit
              
              115.3
              Disability
                  Benefit
              
              125.4
              Separation
                  from Service Benefit for Reasons Other Than Retirement
                  Disabilityor
                  Death –
                  Retirement Account
              
              135.5
              Stock
                  Account
                  Distributions
              
              145.6
              Accelerated
                  Distribution
              
              145.7
              Financial
                  Hardship Distributions
              
              155.8
              Withholding;
                  Payroll Taxes
              
              165.9
              Commencement
                  of Payments
              
              165.10
              Payment
                  to
                  Guardian
              
              175.11
              Small
                  Accounts
              
              17ARTICLE
                  6 –
                  SUPPLEMENTAL PENSION BENEFIT
              176.1
              Eligibility
                  and Participation
              
              176.2
              Retirement
                  Benefit
              
              176.3
              Death
                  Benefit
              
              19ARTICLE
                  7 –
                  BENEFICIARY DESIGNATION
              207.1
              Beneficiary
                  Designation
              
              207.2
              Amendments
              
              207.3
              No
                  Beneficiary
                  Designation or Death of Beneficiary
              207.4
              Effect
                  of
                  Payment
              
              20ARTICLE
                  8 –
                  ADMINISTRATION
              
              218.1
              Administrative
                  Committee; Duties
              218.2
              Agents
              
              228.3
              Indemnity
                  of
                  Committees
              
              228.4
              Participating
                  Employers
              
              22
 
  ii
  
 ARTICLE
                  9 –
                  CLAIMS PROCEDURE
              
              239.1
              Claim
              
              239.2
              Initial
                  Claim
                  Review
              
              239.3
              Review
                  of
                  Claim
              
              249.4
              Review
                  of
                  Claims on and after a Change in Control
              26ARTICLE
                  10 –
                  AMENDMENT AND TERMINATION OF PLAN
              2610.1
              Right
                  to
                  Amend
              
              2610.2
              Right
                  to
                  Terminate
              
              2710.3
              Distribution
                  of Benefits on Plan Termination
              27ARTICLE
                  11 –
                  MISCELLANEOUS
              
              2811.1
              Unfunded
                  Plan
              
              2811.2
              Liability
                  for
                  Benefits
              
              2811.3
              Unsecured
                  General Creditor
              
              2811.4
              Obligations
                  to
                  Employer
              
              2911.5
              Nonassignability
              
              2911.6
              Not
                  a Contract
                  of Employment
              
              2911.7
              Protective
                  Provisions
              
              2911.8
              Captions
              
              2911.9
              Governing
                  Law
              
              2911.10
              Validity
              
              3011.11
              Notice
              
              3011.12
              Successors
              
              3011.13
              Code
                  Section
                  409A
              
              30APPENDIX
                  A
              
              31APPENDIX
                  B
              
              32
 
 
   iii
   FIRSTENERGY
        CORP.
 EXECUTIVE
          DEFERRED
          COMPENSATION PLAN
 
 
 
 ARTICLE
          1—PURPOSE
  
 1.1      Purpose
 The
          purpose of this Executive Deferred Compensation Plan (the “Plan”) is to provide
          current tax planning opportunities as well as supplemental funds for retirement,
          death, disability or other separation of employment for key executives.
          The Plan
          is part of an integrated executive compensation program that is intended
          to
          attract, retain, and motivate certain key executives who are in positions
          to
          make significant contributions to the operation and profitability of Employers
          for the benefit of stockholders and customers.
 
 This
          Plan is hereby amended and restated effective as of January 1, 2005 in
          order to
          comply with Code Section 409A and supersedes all prior versions of the
          Plan.
 
 
 ARTICLE
          2—DEFINITIONS
  
 For
          the purposes of this Plan, the following terms shall have the meanings
          indicated, unless the content clearly indicates otherwise:
 
 2.1     Account
 “Account”
          means the interest of a Participant in the Plan as represented by the
          hypothetical bookkeeping entries kept by Employer. A separate Account shall
          be
          established for each Participant and as may otherwise be required.
 
 2.2     Administrative
          Committee
 “Administrative
          Committee” means the committee appointed to administer the Plan pursuant to
          Article 8.
 
 2.3     Beneficiary
 “Beneficiary”
          means the person, persons or entity (including, without limitation any
          trustee)
          last designated by a Participant to receive the benefits specified in this
          Plan
          in the event of the Participant’s death.
 
 2.4     Board
 “Board”
          means the Board of Directors of the Company.
  1
  
 2.5     Change
          in Control
 “Change
          in Control” is defined in Appendix B of the Plan.
 
 2.6     Code
 “Code”
          means the Internal Revenue Code of 1986, as amended together with all rules
          and
          regulations promulgated thereunder.
 
 2.7     Company
 “Company”
          means FirstEnergy Corp., an Ohio corporation, or any successor to the business
          thereto.
 
 2.8     Compensation
          Committee
 “Compensation
          Committee” means the Compensation Committee of the Board of Directors of the
          Company.
 
 2.9     Deferral
          Election
 “Deferral
          Election” means a commitment by a Participant to defer a portion of his or her
          base salary, Short-Term Incentive Award and/or Long-Term Incentive Award
          pursuant to this Plan.
 
 2.10   Deferral
          Period
 “Deferral
          Period” means the twelve (12) consecutive month period commencing January 1 of
          each year, except that the Deferral Period with respect to the initial
          year of
          eligibility pursuant to Section 3.1(c) of the Plan shall mean the period
          commencing on the later of the first (1st) day
          of the second
          (2nd) month
          following date of employment of an eligible employee or the date on which
          the
          eligible employee’s election to participate becomes irrevocable under Section
          3.1(c), and ending on the next following December 31.
 
 2.11   Disability
 “Disability”
          means:
 
 (a)           Solely
          with respect to Account balances that were accrued and vested as of December
          31,
          2004 and earnings, gains, and losses credited thereto after that date,
          a
          physical or mental condition such that a Participant is entitled to receive
          a
          monthly disability pension payment under the Pension Plan, except that
          a
          Participant need not have completed ten (10) years of Eligibility Service,
          as
          defined by the Pension Plan; and
 
 (b)           Solely
          with respect to Account balances that accrue and/or vest after December
          31, 2004
          and earnings, gains and losses credited thereto after that date, a physical
          or
          mental condition in which the Participant:
  2
  (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; or
  (ii)            Is
          by reason of any medically determinable physical or mental impairment which
          can
          be expected to result in death or an 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 Company, or
  (iii)            Is
          determined to be totally disabled by the Social Security Administration
          or the
          Railroad Retirement Board.
 
 2.12   Effective
          Date
 This
          Plan is effective as of September 28, 1985, amended and restated as of
          May 17,
          2004 and it is amended and restated as of January 1, 2005 unless specifically
          stated otherwise herein.
 
 2.13   Elected
          Deferred Compensation
 “Elected
          Deferred Compensation” means the amount of base salary, Short-Term Incentive
          Award and Long-Term Incentive Award that a Participant elects to defer
          pursuant
          to a Deferral Election.
 
 2.14   ERISA
 “ERISA”
          means the Employee Retirement Income Security Act of 1974, as
          amended.
 
 2.15   Employer
 “Employer”
          means the Company and any affiliated or subsidiary entity as defined in
          Code
          Section 414(b) and (c) except that in applying Code Section 1563 “50 percent”
shall be substituted for “80 percent.”
 
 2.16   Initial
          Eligible Payment Date
 “Initial
          Eligible Payment Date” means the third (3rd) anniversary
          of the
          date Elected Deferred Compensation for a Deferral Period is first credited
          to
          the Stock Account.
 
 2.17   Interest
          Rate
 “Interest
          Rate” means the annual equivalent of the average of the Moody’s Average
          Long-Term Corporate Bond Yield Index for the twelve (12) consecutive month
          period ending on October 31 of the calendar year immediately preceding
          the
          Deferral Period to which the Interest Rate applies, as published by Moody’s
          Investors Service, Inc., or any successor thereto, or a substantially similar
          index if such index is no longer published.
  3
  
 2.18   Long-Term
          Incentive Award
 “Long-Term
          Incentive Award” means those vested Performance Share awards, otherwise payable
          in cash but for the deferral hereunder, permitted under Article 9 of the
          Executive and Director Incentive Compensation Plan and earned under the
          FirstEnergy Executive Compensation Plan, as amended and revised.
 
 2.19   Participant
 “Participant”
          means any key executive who is an employee of any Employer and who has
          been
          designated by the Chief Executive Officer of the Company as eligible to
          participate in this Plan pursuant to either Article 3 or Article 6 of this
          Plan.
          For purposes of the Deferred Compensation Benefit portion of this Plan,
          such an
          employee is a Participant only if he or she files a Participation Agreement
          with
          the Administrative Committee. Any employee who had amounts transferred
          from the
          GPU Companies Compensation Plan in accordance with Section 4.6 shall be
          a
          Participant as of the date of such transfer.
 
 2.20   Participation
          Agreement
 “Participation
          Agreement” means the agreement, whether written or provided through electronic
          means, in which a Participant makes a Deferral Election and makes elections
          regarding the time and/or manner in which amounts shall be distributed
          from the
          Plan. In order for a Deferral Election to be effective for a Deferral Period,
          the Participation Agreement must be submitted by a Participant to the
          Administrative Committee or its delegates prior to the commencement of
          the
          Deferral Period in which the Elected Deferred Compensation is
          earned.
 
 2.21   Pension
          Plan
 “Pension
          Plan” means the FirstEnergy Corp. Pension Plan as amended.
 
 2.22   Plan
 “Plan”
          means this FirstEnergy Corp. Executive Deferred Compensation Plan as set
          forth
          in this document and as the same may be amended from time to time.
 
 2.23           Retirement
 “Retirement”
          means Separation from Service on or after age fifty-five (55) except due
          to
          death and entitled to receive a benefit under the Pension Plan.
 
 2.24   Retirement
          Account
 “Retirement
          Account” means the Account established pursuant to Section 4.2 of this
          Plan.
 
 2.25   Retirement
          Stock Account
 “Retirement
          Stock Account” means the Account established pursuant to Section 4.4 of this
          Plan.
  4
  
 2.26   Separation
          from Service
 “Separation
          from Service” means an employee’s “termination of employment” with all
          Employers. Whether a “termination of employment” has occurred is determined
          based on whether the facts and circumstances indicate that the Employers
          and the
          employee reasonably anticipate that no further services will be performed
          after
          a certain date or that the level of bona fide services the employee will
          perform
          after such date (whether as an employee or as an independent contractor)
          will
          permanently decrease to no more than twenty (20) percent of the average
          level of
          bona fide services performed (whether as an employee or independent contractor)
          over the immediately preceding thirty-six (36) months (or the full period
          of
          services to the Employers if the employee has been providing services to
          the
          Employers for less than thirty-six (36) months).
 
 2.27   Short-Term
          Incentive Award
 “Short-Term
          Incentive Award” means those vested awards earned under the FirstEnergy
          Executive Incentive Compensation Plan, as amended and revised.
 
 2.28   Stock
          Account
 “Stock
          Account” means the Account established pursuant to Section 4.3 of this
          Plan.
 
 2.29   Unforeseeable
          Emergency
 “Unforeseeable
          Emergency” means a severe financial hardship to the Participant resulting from
          an illness or accident of the Participant, the Participant’s spouse or the
          Participant’s Beneficiary or dependent (as defined in Code Section 152 without
          regard to sections 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s
          property due to casualty, or other similar extraordinary and unforeseeable
          circumstances arising as a result of events beyond the control of the
          Participant.
 
 
 ARTICLE
          3—PARTICIPATION AND DEFERRAL COMMITMENTS
  
 3.1     Eligibility
          and Participation
 (a)           Eligibility.  The
          Chief Executive Officer of the Company may designate any key executive
          who is an
          employee of any Employer as eligible to make a Deferral Election and to
          receive
          Stock Premiums as of the first (1st) day
          of any month
          following the employee’s date of hire.
  (b)           Participation.  An
          eligible employee may elect to participate in the Plan by filing with the
          Administrative Committee a Participation Agreement prior to the Deferral
          Period
          in which the employee is eligible to participate, except as set forth in
          subsection (c) below. The Participation Agreement shall be irrevocable
          as of the
          December 31 immediately preceding the Deferral Period.
   5
  
 (c)           Initial
          Year of Eligibility.  An eligible employee may elect to participate in
          the Plan by filing with the Administrative Committee a Participation Agreement
          within thirty (30) days of the date such employee first becomes eligible
          to
          participate in the Plan. In the event an employee previously participated
          in
          this Plan, such employee may not elect to participate under this subsection
          unless he or she has not been eligible to participate for at least the
          twenty-four (24) month period immediately preceding the most recent date
          of
          eligibility. The Participation Agreement shall be irrevocable as of the
          thirtieth (30th)
          day following the employee’s eligibility date.
  (d)           A
          Participation Agreement shall not be considered to be revocable merely
          because
          the employee or his or her Employer may make an election to change the
          time and
          form of payment or the employee may accelerate the time of payment of a
          Deferred
          Compensation Benefit but only to the extent such a change is permitted
          by this
          Plan.
  3.2     Deferral
          Elections
 A
          Participant may elect in the Participation Agreement to defer any or all
          of the
          following:
  (a)           Salary
          Deferral.  A Participant may elect to defer a percentage of base
          salary earned and otherwise payable for the Deferral Period. The amount
          to be
          deferred shall be stated as a whole percentage and, effective January 1,
          2002,
          shall not be more than fifty percent (50%) of base salary.
  (b)           Short-Term
          Incentive Award and/or Long-Term Incentive Award Deferral.  A
          Participant may elect to defer a percentage of his or her Short-Term Incentive
          Award and/or Long-Term Incentive Award that is earned during the Deferral
          Period
          and otherwise payable in the year following the Deferral Period. The amount
          to
          be deferred must be stated as a whole percentage and shall not be more
          than one
          hundred percent (100%) of such Award, less any taxes or other amounts that
          may
          be required to be withheld.
  3.3     Commencement,
          Duration and Modification of Deferral Election
 (a)           Commencement.  A
          Deferral Election shall become effective on the first (1st) day
          of the
          Deferral Period immediately following the date a Participation Agreement
          for
          such Deferral Election is filed with the Administrative
          Committee.
  (b)           Duration of
          Deferral Election.  A Deferral Election shall remain in effect for one
          (1) Deferral Period only.
  (c)           Modification
          Due to Unforeseeable Emergency or Hardship Distribution.  A Deferral
          Election shall be irrevocable, except that the Administrative Committee
          may
          permit a Participant to cancel the remainder of the Deferral Election for
          a
          Deferral Period upon a finding, based upon uniform standards established
          by the
          Administrative Committee, that the Participant has suffered an Unforeseeable
          Emergency or is qualified to receive a hardship distribution pursuant to
          Code
          Section 1.401(k)-1(d)(3). If the Administrative Committee grants a waiver,
          the
          Participant shall not be permitted to make a Deferral Election in the same
          Deferral Period.
   6
  
  ARTICLE
          4—ACCOUNTS
  
 4.1     Elected
          Deferred Compensation
 A
          Participant’s Elected Deferred Compensation shall be credited to the
          Participant’s Account as of the date such amount would have otherwise been paid
          to such Participant.
 
 4.2     
          Retirement Account
 (a)           Establishing
          a Retirement Account.  A Participant may establish an annual
          Retirement Account on and after January 1, 2005 which shall be maintained
          solely
          for recordkeeping purposes, by making a Deferral Election.
  (b)           Maximum
          Deferral.  A Participant may elect to defer up to fifty percent (50%)
          of base salary and up to one hundred percent (100%) of the Short-Term Incentive
          Award into the Retirement Account.
  (c)           Earnings
  (i)             Prior to
          January 1, 2008, the Retirement Account shall be credited with earnings
          equal to
          the Interest Rate plus three (3) percentage points. The maximum Interest
          Rate
          shall be twelve percent (12%).
  (ii)     
      Commencing January 1, 2008, a Participant
          may elect from among a series of hypothetical investment options, including
          the
          option described in paragraph (i) above, which are selected by the
          Administrative Committee and to which the Participant’s Elected Deferred
          Compensation shall be credited. The Participant’s Accounts shall be credited
          daily with earnings, gains and losses as if such Accounts were invested
          in one
          (1) or more Plan investment options, as selected by the Participant. Investment
          options may be changed from time to time by the Administrative Committee
          in its
          sole discretion.
  (iii)           Participants
          may change the options into which Elected Deferred Compensation is credited
          and
          may change the allocation of existing Account balances which elections
          shall
          become effective as of the first (1st) day
          of the month
          following the date such election is submitted to the Administrative
          Committee.
  (d)           Earnings
          for Senior Management Retirees.  The Retirement Account of any Member
          of senior management who retired before July 1, 1998 shall be credited
          with the
          greater of:
  (i)            The
          Interest Rate plus four (4) percentage points, or
  (ii)           The
          equivalent of a twelve percent (12%) annual yield.
   7
  
  4.3     Stock
          Account
 (a)           Establishing
          a Stock Account.  A Participant may establish an annual Stock Account,
          which shall be maintained solely for recordkeeping purposes, by making
          a
          Deferral Election.
  (b)           Maximum
          Deferral.  A Participant may elect to defer up to one hundred percent
          (100%) of the Short-Term Incentive Award and Long-Term Incentive Award
          into the
          Stock Account.
  (c)           Stock
          Premium.  Amounts deferred into the Stock Account shall be credited
          with an amount equal to twenty percent (20%) of the amount deferred into
          the
          Stock Account. Such premium shall be credited as of the date the corresponding
          Elected Deferred Compensation is credited to the Stock Account.
  (d)           Stock Units
          and Earnings.  Amounts deferred into the Stock Account shall be
          converted into units of Company common stock. The number of stock units
          credited
          to the Stock Account shall be determined by dividing the amount deferred
          into
          the Stock Account, plus the Stock Premium described in (c) above, by the
          average
          daily closing price of Company common stock during February of the Deferral
          Period in which the Elected Deferred Compensation is credited to the
          Account.
  (e)           Dividends.  Additional
          stock units shall be credited to each Stock Account at the time dividend
          payments are made to Company shareholders. The number of additional units
          credited shall be based on the number of units in the Stock Account and
          the
          market price of Company stock at the close of that business day.
  (f)           Automatic
          Cessation of Stock Premium and Dividends.  Unless the Plan is
          terminated by the Company prior to the following, the crediting of the
          20% stock
          premium and dividends in Company common stock will automatically cease
          on May
          17, 2014 or earlier if the maximum share reserve of 1,000,000 shares is
          reached,
          unless shareholders reapprove these features on the earlier of the prior
          date or
          prior to the depletion of the maximum share reserve.
  4.4     Retirement
          Stock Account
 (a)           Establishing
          a Retirement Stock Account.  Effective January 1, 2002, a Retirement
          Stock Account may be established for a Participant who has elected to defer
          receipt of his or her Stock Account pursuant to Section 5.5(a) of this
          Plan
          solely for recordkeeping purposes and shall be credited with earnings,
          gains,
          losses and dividends in the same manner as the Stock
          Account.
  (b)           Transfer to
          Retirement Account.  Upon Separation from Service or death the value
          of the Participant’s Retirement Stock Account shall be transferred to the
          Participant’s Retirement Account as of the date of Separation from Service or
          death and paid in cash pursuant to Article 5 of this Plan.
   8
  
  4.5     Deferred
          Compensation Benefit
 The
          aggregate balances of a Participant’s Retirement Account, Stock Account and
          Retirement Stock Account shall be the Participant’s “Deferred Compensation
          Benefit.”
 
 4.6     Amounts
          Transferred from the GPU Companies Deferred Compensation Plan and Nonqualified
          Pension Plan
  (a)           Deferred
          Compensation Amounts.  As of November 7, 2001, certain account
          balances from the GPU Companies Deferred Compensation Plan were transferred
          to
          this Plan in conjunction with the merger of GPU, Inc. into the Company.
          As of
          such date, the transferred balances shall be credited in a Retirement Account
          for each such former employee of the GPU Companies and shall be credited
          with
          earnings in the same manner as all other Retirement Accounts.
  (b)           Nonqualified
          Pension Plan Amounts.  As of November 7, 2001, the accrued benefit
          associated with certain GPU nonqualified pension plans were transferred
          to this
          Plan in conjunction with the merger of GPU, Inc. into the Company. Each
          such
          former employee affected by this transfer shall be entitled to receive
          an
          increase in such employee’s benefit equal to ten percent (10%) of the benefit,
          so that, when benefits are paid, they will be ten percent (10%) greater
          than the
          amount that otherwise would have been paid had the benefit been paid under
          the
          GPU Companies nonqualified pension plans.
  4.7     Vesting
          of Accounts
 Each
          Participant shall be vested in the amounts credited to such Participant’s
          Accounts as follows:
  (a)           Elected
          Deferred Compensation.  A Participant shall be one hundred percent
          (100%) vested at all times in his Elected Deferred Compensation and any
          gains or
          losses thereon regardless of the Account to which such amounts are
          credited.
  (b)           Stock
          Premium.  A Stock Premium, and any earnings gains or losses thereon
          shall be one hundred percent (100%) vested on:
  (i)           the Initial
          Eligible Payment Date for the related Elected Deferred Compensation, provided
          the Participant is either:
  a)           Employed by
          an Employer on the Initial Eligible Payment Date, or
  b)           Has a
          Separation from Service on or after reaching age sixty (60);
   9
  
 (ii)           the death
          of the Participant;
  (iii)           a
          Separation from Service of the Participant due to one (1) of the following
          events:
  a)           his or her
          Disability;
  b)           involuntary
          termination under conditions where the Participant becomes eligible for
          and
          elects to accept an Employer severance benefit; or
  (iv)           a
          Change in Control.
  4.8     Statement
          of Accounts
 The
          Administrative Committee shall submit to each Participant, after the close
          of
          each calendar year and at such other times as determined by the Administrative
          Committee, a statement setting forth the balance to the credit of the Accounts
          maintained for a Participant.
 
 
 ARTICLE
          5—DISTRIBUTION OF DEFERRED COMPENSATION BENEFITS
  
 5.1     Retirement
          Benefit
 (a)           Benefit.  Upon
          a Participant’s Retirement, the Participant shall be paid a Deferred
          Compensation Benefit equal to the amount of the Participant’s Retirement Account
          earned by the Participant to the date such amount is distributed, including
          any
          balance transferred from the Participant’s Retirement Stock Accounts and Stock
          Accounts.
  (b)           Form of
          Benefit.  The Participant may make an election in his or her
          Participation Agreement to receive benefits from the Retirement Account
          in the
          following manner:
  (i)            A lump-sum
          payment; and/or
  (ii)            Monthly
          installments over a period of up to three hundred (300) months. The amount
          of
          the installment shall be redetermined January 1 of each year based upon
          the then
          current earnings crediting rate under Section 4.2(c)(i) of the Plan, the
          remaining Retirement Account balance, and the remaining number of payment
          periods.
  (c)           Election
          Regarding Time of Payment.  A Participant may make an election in his
          or her Participation Agreement to defer commencement of payment of the
          Retirement Account to the later of Retirement or a specified date, but
          the
          specified date shall not be later than the first (1st) day
          of the month
          following the Participant’s seventieth (70th) birthday.
  (d)           Default
          Form of Benefit.  If the Participant makes no election as to the
          manner in which benefits shall be distributed prior to the commencement
          of
          Deferral Period, the Employer shall pay benefits in a lump-sum
          payment.
   10
  
 (e)           Grandfathered
          Election Right.  Solely with respect to Account balances accrued and
          vested as of December 31, 2004 and earnings, gains and losses credited
          thereon
          after that date, a Participant may amend his or her elections regarding
          the form
          of benefit and time of payment up to ninety (90) days prior to
          Retirement.
  (f)           Changing
          Date or Form of Payment.  Solely with respect to Account balances that
          accrue and/or vest after December 31, 2004 including deemed earnings, gains
          and
          losses credited thereon after that date, a Participant may amend his or
          her
          elections regarding the form of benefit and time of payment
          provided:
  (i)
                     Such election
          is submitted to the Committee in writing at least twelve (12) months prior
          to
          the date any amount is to be distributed from the Plan;
  (ii)           Such
          election shall not take effect until twelve (12) months after it is submitted
          to
          the Committee in writing; and
  (iii)          The payment of
          any benefits under this Plan shall not commence until at least five (5)
          years
          from the date such payment would otherwise have been made.
  (g)           Transition
          Election Right.  Notwithstanding the above, distribution elections
          made with respect to Deferral Elections made between January 1, 2005 and
          December 31, 2007 may be changed no later than December 31, 2007 in accordance
          with Code Section 409A.
  5.2     Death
          Benefit
 (a)           Benefit.  Upon
          a Participant’s death, the Participant’s Beneficiary shall be paid a Deferred
          Compensation Benefit equal to the amount of the Participant’s Retirement
          Account, Stock Account and Retirement Stock Account earned by the Participant
          to
          the date such amount is distributed to the Participant’s Beneficiary. If a
          Participant dies prior to Separation from Service, such amounts shall be
          paid to
          the Beneficiary in the form elected by the Participant and in accordance
          with
          Section 5.5 of this Plan.
  (b)           Form of
          Payment.  Each Participant may make an election in his or her
          Participation Agreement to have his or her death benefits paid in any manner
          described in Section 5.1(b).
  (c)           Grandfathered
          Election Right.  Solely with respect to Account balances accrued and
          vested as of December 31, 2004 and earnings, gains and losses credited
          thereon
          after that date, the Participant may change such distribution election
          by filing
          a new election with the Administrative Committee at any time prior to such
          Participant’s death.
  (d)           Changing
          Form of Payment.  Solely with respect to Account balances that accrue
          and/or vest after December 31, 2004 including deemed earnings, gains and
          losses
          credited thereon after that date, a Participant may amend his or her elections
          regarding the form of benefit and such election shall take effect twelve
          (12)
          months after it is submitted to the Committee in writing.
   11
  
  (e)           Transition
          Election Right.  A Participant may change distribution elections made
          with respect to Deferral Elections between January 1, 2005 and December
          31, 2007
          no later than December 31, 2007 in accordance with Code Section 409A. Such
          elections made at any time thereafter shall become effective twelve (12)
          months
          after such election is filed with the Administrative Committee.
  (f)  
         Installment
          Payments.  If a Participant dies after Retirement and while receiving
          installment payments of such benefit, such amounts shall continue to be
          paid to
          the Beneficiary in the same manner.
  (g)           Deferral
          Not Effective.  If the Participant elected to defer commencement of
          Retirement benefits pursuant to Section 5.1(c) and dies prior to the
          commencement thereof, upon the Participant’s death such election to defer
          commencement of Retirement benefit payments shall become null and void
          and
          payments will commence immediately to the Beneficiary in the form elected
          by the
          Participant.
  5.3     Disability
          Benefit
 (a)           Benefit.  Upon
          a Participant’s Separation from Service due to Disability, the Participant shall
          be paid a Deferred Compensation Benefit equal to the amount of the Participant’s
          Retirement Account, Stock Account and any balance transferred from the
          Retirement Stock Account or Stock Accounts earned by the Participant through
          the
          date such amount is distributed to the Participant.
  (b)           Form of
          Payment
  (i)            Retirement
          Account.  A benefit shall be paid as elected by the Participant in the
          Participation Agreement with respect to the Retirement Account.
  (ii)           Stock
          Account.  A benefit shall be paid from the Stock Account pursuant to
          Section 5.5 of the Plan.
  (c)           Grandfathered
          Election Right.  Solely with respect to Account balances accrued and
          vested as of December 31, 2004 and earnings, gains and losses credited
          thereon
          after that date, such election may be changed by the Participant at any
          time
          prior to Disability, and the Participant may choose to receive benefits
          in the
          same manner as described in Section 5.1(b) of the Plan.
  (d)           Changing
          Date or Form of Payment.  Solely with respect to Account balances that
          accrue and/or vest after December 31, 2004 including deemed earnings, gains
          and
          losses credited thereon after that date, a Participant may amend his or
          her
          elections regarding the form of benefit and time of payment
          provided:
  (i)            Such
          election is submitted to the Committee in writing at least twelve
          (12) months prior to the date any amount is to be distributed from the
          Plan;
   12
  
  (ii)           Such
          election shall not take effect until twelve (12) months after it is submitted
          to
          the Committee in writing; and
  (iii)           The
          payment of any benefits under this Plan shall not commence until at least
          five
          (5) years from the date such payment would otherwise have been
          made.
  (e)           Transition
          Election Right.  Notwithstanding the above, distribution elections
          made with respect to Deferral Elections made between January 1, 2005 and
          December 31, 2007 may be changed no later than December 31, 2007 in accordance
          with Code Section 409A.
  5.4     Separation
          from Service Benefit for Reasons Other Than Retirement, Disability or
          Death—Retirement Account
  (a)           Benefit.  Upon
          a Participant’s Separation from Service prior to his or her Retirement,
          Disability or death, the Participant shall be paid a Deferred Compensation
          Benefit equal to the amount of the Participant’s Retirement Account, Stock
          Account and any balance transferred from the Retirement Stock Account or
          Stock
          Accounts earned by the Participant through the date such amount is distributed
          to the Participant.
  (b)           Form of
          Payment.
  (i)            Retirement
          Account.  The benefit under this Section shall be paid to the
          Participant in a lump-sum.
  (ii)           Stock
          Account.  A benefit shall be paid from the Stock Account pursuant to
          Section 5.5 of the Plan.
  (c)           Grandfathered
          Election Right.  Notwithstanding the above, effective January 1, 2002
          and solely with respect to Account balances accrued and vested as of December
          31, 2004 including earnings, gains and losses credited thereon after that
          date,
          any Participant who has been involuntarily terminated under conditions
          where the
          Participant becomes eligible for and elects to accept an Employer severance
          benefit, may irrevocably elect at least thirty (30) days prior to the date
          of
          Separation from Service to receive three (3) installment payments, the
          first to
          be paid as soon as administratively feasible following the Participant’s date of
          Separation from Service and on January 1 of each of the next two (2) years.
          The
          amount of the installment shall be redetermined January 1 of each year
          based
          upon the then current earnings crediting rate under Section 4.2(c) of the
          Plan,
          the remaining Retirement Account balance, and the remaining number of
          payments.
   13
  
  5.5     Stock
          Account Distributions
 (a)           Benefit
          of Participant Employed on Initial Eligible Payment Date or with a Separation
          from Service on or after Age Sixty.  An Employer shall pay a
          Participant who is employed by any Employer on his or her Initial Eligible
          Payment Date or who has a Separation from Service on or after age sixty
          (60) a
          Deferred Compensation Benefit equal to the amount of the Participant’s Stock
          Account earned by the Participant while he or she was employed by such
          Employer,
          including the Stock Premium, in Company common stock. Commencing January
          1,
          2002, a Participant may elect in his or her Participation Agreement to
          defer
          receipt of such payment to the Participant’s date of Separation from Service or
          death. If such an election is made, such Stock Account balance, including
          the
          Stock Premium, shall be transferred to a Retirement Stock Account or held
          in the
          Stock Account until Separation from Service or death and then transferred
          to a
          Retirement Account and paid in cash pursuant to the Participant’s elections or
          Plan provisions, whichever is applicable, under Sections 5.1, 5.2, 5.3,
          or 5.5
          of this Plan.
  (b)           Benefit
          of Participant with Separation from Service prior to Age
          Sixty.  Commencing January 1, 2002, if a Participant with a Stock
          Account balance that has not reached its Initial Eligible Payment Date
          Separates
          from Service for any reason, including death or Disability prior to age
          sixty
          (60), such vested balance shall be transferred to a Retirement Account
          and paid
          in cash pursuant to the Participant’s elections or Plan provisions, whichever is
          applicable, under Article 5 of this Plan.
  (c)           Benefit
          of Participant with Separation from Service on and after Age
          Sixty.  Commencing January 1, 2002, if a Participant with a Stock
          Account balance that has not reached its Initial Eligible Payment Date
          Separates
          from Service for any reason including death or Disability on or after age
          sixty
          (60), such Stock Account, including the Stock Premium, shall be payable
          on the
          earlier of the date the Stock Premium becomes fully vested or the Initial
          Eligible Payment Date. A Participant may make an election each year in
          a
          Participation Agreement to receive the Stock Account, including the Stock
          Premium, either in the form of Company common stock or in cash and paid
          pursuant
          to the Participant’s elections or Plan provisions, whichever is applicable,
          under Article 5 of this Plan. If the Participant does not make an election
          prior
          to the Commencement of the Deferral Period, such Stock Accounts shall be
          paid in
          the form of Company common stock.
  5.6     
          Accelerated Distribution
 Notwithstanding
          anything to the contrary herein and solely with respect to Accounts that
          are
          accrued and vested as of December 31, 2004 including earnings, gains and
          losses
          credited thereon after that date, at any time, a Participant (or the
          Participant’s Beneficiary in case of the death of the Participant) may request a
          distribution of his or her vested Account balance. Each Employer by whom
          the
          Participant was employed shall pay a Plan benefit equal to the amount of
          the
          Participant’s Retirement Account earned by the Participant during the
          Participant’s employment with such Employer. Such vested balance shall be
          reduced by ten percent (10%), which amount shall be forfeited by the
          Participant.
  14
  
 Such
          request must be made in writing in a form and manner specified by the
          Administrative Committee. The distribution to the Participant or Beneficiary
          shall be made as soon as administratively feasible in a lump-sum. The amount
          distributed from the Stock Account and the Retirement Stock Account shall
          be
          paid in Company common stock. Such distribution shall completely discharge
          the
          Administrative Committee and the Employers from all liability with respect
          to
          the Participant’s or Beneficiary’s Accounts.
 
 If
          the Participant is an employee of an Employer when the distribution is
          made, the
          Participant shall not make a Deferral Election until January 1 of the second
          calendar year following the calendar year in which the Participant receives
          such
          distribution.
 
 Notwithstanding
          the foregoing, if a Participant who is required to file reports under Section
          16
          of the Securities Exchange Act of 1934 requests an accelerated distribution
          of
          his Stock Account, and/or the Retirement Stock Account, the request must
          be
          approved by the Compensation Committee.
 
 5.7     Financial
          Hardship Distributions
 (a)           Distribution
          upon an Unforeseeable Emergency.  Notwithstanding any other provision
          of the Plan and solely with respect to Account balances that accrue and
          vest
          after December 31, 2004 including deemed earnings, gains and losses
          credited thereon after that date, payment from the Participant’s Accounts may be
          made to the Participant, in the sole discretion of the Administrative Committee,
          due to an Unforeseeable Emergency.
  (b            Termination
          of Deferral Election.  If such a distribution is made, the
          Participant’s Deferral Election for the Deferral Period in which the
          distribution is made shall be void and such Participant shall not be eligible
          to
          make a Deferral Election until the next Deferral Period.
  (c)           Maximum
          Amount of Distribution.  Such payment shall not exceed the amount
          reasonably necessary to satisfy the Unforeseeable Emergency plus amounts
          necessary to pay taxes reasonably anticipated as a result of the distribution
          after taking into account the extent to which such Unforeseeable Emergency
          is or
          may be relieved through cancellation of the Participant’s Deferral Election,
          reimbursement or compensation by insurance or otherwise or by liquidation
          of the
          Participant’s assets, to the extent such liquidation would not itself cause
          severe financial hardship. However, the determination of amounts necessary
          to
          satisfy the Unforeseeable Emergency is not required to take into account
          an
          available distribution or loan from a qualified plan, any additional
          compensation that is available under another nonqualified deferred compensation
          plan, including a grandfathered nonqualified deferred compensation plan,
          but has
          not actually been paid.
  (d)           Payment
          Form and Source.  Payment shall be made in a single lump-sum within
          thirty (30) days after the date the request for a distribution is approved
          by
          the Administrative Committee. Distributions shall be made first from the
          Retirement Account, then from any Retirement Stock Account and then from
          any
          Stock Account, excluding the Stock Premium.
   15
   5.8     Withholding;
          Payroll Taxes
 An
          Employer paying a benefit shall withhold from payments made hereunder to
          the
          Participant or any Beneficiary, any amounts required to be withheld by
          applicable law. An Employer may withhold from either deferred or nondeferred
          compensation any amounts required to be withheld by the Federal Insurance
          Contributions Act (FICA), the Federal Unemployment Tax Act (FUTA), or any
          state
          income tax provision, or any other applicable law. All Plan administration
          expenses incurred by an Employer or the Administrative Committee shall
          be borne
          by the Company.
 
 5.9     Commencement
          of Payments
 (a)           Commencement
          Date.  Except for a distribution upon an Unforeseeable Emergency as
          provided in Section 5.7 and for grandfathered benefits as provided in subsection
          (e) below, payment of benefits shall commence as soon as administratively
          feasible following the event giving rise to a distribution but not later
          than
          ninety (90) days following the date of the event giving rise to the
          distribution. A Participant shall not have a right to designate the taxable
          year
          of payment other than by an election that is otherwise permitted by this
          Plan.
  (b)           Specified
          Employee.  Notwithstanding subsection (a), a Participant who is a
          specified employee as defined in Code Section 409A(a)(2)(B)(i) on his date
          of
          Separation from Service (except due to death) shall not receive a distribution
          of any amount under this Plan, whether a Deferred Compensation Benefit
          or a
          Supplemental Pension Benefit, that is accrued and/or vested after December
          31,
          2004 including earnings, gains and losses credited thereon after that date
          before the date which is six (6) months after the date of Separation from
          Service.
  (c)           Delay in
          Payment.  In the event a distribution must be delayed as required in
          subsection (b):
  (i)           If the
          payment is a lump-sum, such lump-sum shall continue to be credited with
          earnings, gains and losses pursuant to Section 4.2(c) until the actual
          date of
          distribution.
  (ii)           If the
          benefit is to be paid in installments, the first payment shall include
          an amount
          equal to the sum of the monthly payments which would have been paid to
          the
          Participant but for the payment deferral mandated pursuant to subsection
          (b).
  (d)           All
          payments shall be made as of the first (1st) day
          of the
          month.
  (e)           Grandfathered
          Commencement Date.  Solely with respect to benefits under this Plan
          accrued and vested as of December 31,2004 and earnings, gains and losses
          credited thereon after that date, payment of benefits shall commence as
          soon as
          administratively feasible following the event giving rise to a
          distribution.
   16
  
  5.10   Payment
          to Guardian
 If
          a Plan benefit is payable to a minor or a person declared incompetent or
          to a
          person incapable of handling the disposition of property, the Administrative
          Committee may direct payment of such Plan benefit to the guardian, legal
          representative or person having the care and custody of such minor or
          incompetent person. The Administrative Committee may require proof of
          incompetence, minority, incapacity or guardianship as it may deem appropriate
          prior to distribution of the Plan benefit. Such distribution shall completely
          discharge the Administrative Committee and the Employer from all liability
          with
          respect to such benefit.
 
 5.11   Small
          Accounts
 Notwithstanding
          anything herein to the contrary and solely with respect to account balances
          that
          are accrued and vested as of December 31, 2004, including earnings, gains
          and
          losses credited thereon after that date, in the event the Participant’s Account
          balance that will be paid in installments is less than one hundred thousand
          dollars ($100,000) on the date payments commence, and such Participant
          has
          elected to receive installment payments over a period of more than one
          hundred
          eighty (180) months, such election shall become null and void and the
          Participant shall receive such benefit in monthly installments over one
          hundred
          eighty (180) months.
 
 
 ARTICLE
          6—SUPPLEMENTAL PENSION BENEFIT
  
 6.1     Eligibility
          and Participation
 The
          Chief Executive Officer of the Company may designate any key executive
          who is an
          employee of any Employer as eligible to receive the benefit described in
          this
          Article (“Supplemental Pension Benefit”) as of the first (1st) day
          of the month
          following the employee’s date of hire.
 
 6.2     Retirement
          Benefit
 (a)           Benefit.  Each
          Participant or Beneficiary who is entitled to a benefit under the Pension
          Plan
          shall be entitled to a Supplemental Pension Benefit equal to the benefit
          that
          would have been paid under the Pension Plan without regard
          to:
  (i)    
                 Compensation deferred under this
          Plan;
  (ii)           Exclusion
          of Short-Term Incentive Award from the definition of compensation in the
          Pension
          Plan; and
  (iii)           Limitations
          imposed by Code Sections 401(a)(17) and 415 in the Pension Plan.
  (b)           Offset.  The
          benefit described in subsection (a) shall be reduced by the amount payable
          from
          the Pension Plan.
   17
  
 (c)           Form of
          Payment.  Prior to the commencement of payments of the Supplemental
          Pension Benefit, a Participant shall select the form of payment from the
          following:
  (i)           Single life
          annuity;
  (ii)           Joint and
          100%, 75%, 50% or 25% survivor annuity;
  (iii)           Life
          annuity with payments guaranteed for a period of sixty (60), one hundred
          twenty
          (120) or one hundred eighty (180) months.
  (d)           Default
          Form of Payment.  In the absence of an election, the Supplemental
          Pension Benefit shall be paid as a single life annuity if the Participant
          is not
          married at the time payments are to commence, and in the form of a joint
          and 50%
          survivor annuity to a married Participant, with the Participant’s spouse as the
          joint annuitant unless the Participant has designated another joint
          annuitant.
  (e)           Actuarial
          Equivalent.  All forms of payment shall be actuarially equivalent
          based on reasonable actuarial assumptions as of the date benefit payments
          are to
          commence. On such date, the same actuarial assumptions shall be used in
          valuing
          each annuity payment option.
  (f)           Commencement
          of Payments.  Subject to Section 5.9(b), payment of the Supplemental
          Pension Benefit shall commence as follows:
  (i)           If
          Separation from Service occurs prior to Retirement, payment of the Supplemental
          Pension Benefit shall commence on the first (1st) day
          of the month
          following attainment of age sixty (60).
 (ii)           Upon
            Retirement, payment of the benefit shall commence on the first (1st) day
            of the month
            following Retirement.
 (g)           Changing
          Time of Commencement of Payments.  A Participant may make a subsequent
          Deferral Election with respect to the date that payment of a Supplemental
          Pension Benefit commences. Such election must be made not less than twelve
          (12)
          months before the date the benefit payment is scheduled to be paid and
          shall
          become effective twelve (12) months from the date such Deferral Election
          is
          submitted to the Administrative Committee. A subsequent Deferral Election
          becomes irrevocable to the extent required under Treasury Regulation Section
          1.409A-2(b)(1) when it is submitted to the Administrative Committee. In
          the case
          of a benefit payment which is not due to Disability or death, the date
          payments
          may commence under a subsequent Deferral Election must be no earlier than
          five
          (5) years from the date such payment would otherwise have been
          made.
   18
  
  (h)           Grandfathered
          Election Right.  Solely with respect to the Supplemental Pension
          Benefit that was accrued and vested as of December 31, 2004, such Benefit
          shall
          be paid to the Participant at the same time and in the same manner as payments
          from the Pension Plan.
  6.3     Death
          Benefit
 (a)           Benefit.  Each
          Beneficiary entitled to a pre-retirement survivor benefit under the Pension
          Plan
          shall be entitled to a death benefit under this Section 6.3 determined
          in the
          same manner as Retirement benefits under Section 6.2 of this Plan as if
          the
          first (1st) day
          of the month following the Participant’s date of death was the later of (i) the
          Participant’s attainment of age fifty-five (55); or (ii) the date of the
          Participant’s Separation from Service.
  (b)           Form of
          Payment.  The Beneficiary shall receive the death benefit in the form
          of a single life annuity for the Beneficiary’s lifetime pursuant to a joint and
          100% survivor annuity.
  (c)           Commencement
          of Payments.
  (i)            If a
          Participant dies and has less than ten (10) years but at least five (5)
          years of
          Eligibility Service as defined in the Pension Plan on such Participant’s date of
          death, payments shall commence under this Section 6.3 on the later
          of:
  a)           The first
          day (1st) of
          the
          month following the date the Participant would have attained age fifty-five
          (55); or
  b)           Within
          ninety (90) days of the Participant’s date of death.
  (ii)           If a
          Participant dies and has at least ten (10) years of Eligibility Service
          as
          defined in the Pension Plan on such Participant’s date of death, payments shall
          commence no later than the first (1st) day
          of the month
          following the Participant’s date of death.
  (iii)          If a
          Participant dies prior to attaining age fifty-five (55), such Participant
          shall
          be deemed to have died on the day after such Participant would have attained
          age
          fifty-five (55).
  (d)           Pension
          Plan Reduction Factors.  Benefit reduction factors shall be applied in
          the same manner and pursuant to provisions in the Pension Plan.
   19
  
 ARTICLE
          7—BENEFICIARY DESIGNATION
  
 7.1     Beneficiary
          Designation
 Each
          Participant shall have the right, at any time, to designate one (1) or
          more
          persons as the primary or contingent Beneficiary(ies) to whom benefits
          under
          Sections 5.2 and one (1) Beneficiary under Section 6.3 of this Plan shall
          be
          paid in the event of the Participant’s death prior to complete distribution to
          the Participant of the benefits due under the Plan. Unless stated otherwise
          in
          writing in the form provided by the Administrative Committee, payments
          hereunder
          shall be paid in equal shares to surviving Beneficiaries if more than one
          (1)
          Beneficiary has been designated. Each Beneficiary designation shall be
          in a
          written form prescribed by the Administrative Committee and shall be effective
          only when filed with the Administrative Committee during the Participant’s
          lifetime. If a Participant’s compensation is community property, any Beneficiary
          designation shall be valid or effective only as permitted under applicable
          law.
 
 7.2     Amendments
 Any
          Beneficiary designation may be changed by a Participant without the consent
          of
          any Beneficiary by the filing of a new Beneficiary designation with the
          Administrative Committee.
 
 7.3     No
          Beneficiary Designation or Death of Beneficiary
 (a)           Default
          Beneficiary Designation.  In the absence of an effective Beneficiary
          designation, or if all designated Beneficiaries predecease the Participant,
          the
          Participant’s Beneficiary shall be the person in the first (1st) of
          the following
          classes:
  (i)            The
          surviving spouse;
  (ii)           The
          Participant’s estate.
  (b)           Lump-sum
          Distribution.  In the event of the death of a Beneficiary after
          payments commence but prior to the Beneficiary receiving all benefit payments
          under this Plan, in the remaining balance shall be paid in a lump-sum to
          the
          estate of the Beneficiary.
  7.4     Effect
          of Payment
 Payment
          to the Beneficiary or Beneficiaries including a Beneficiary under Section
          7.3
          shall completely discharge the Employers’ obligations under this
          Plan.
 
  20
  
 ARTICLE
          8—ADMINISTRATION
  
 8.1     Administrative
          Committee; Duties
 This
          Plan shall be administered by an Administrative Committee consisting of
          three
          (3) or more members who are appointed by the Chief Executive Officer of
          the
          Company. Members of the Administrative Committee may be Participants in
          this
          Plan. However, no member of the Administrative Committee may participate
          in a
          review of his or her own claim under Article 9. The Administrative Committee
          shall administer the Plan and shall have the power and the duty to take
          all
          action and to make all decisions necessary or proper to carry out the Plan.
          The
          determination of the Administrative Committee as to any question involving
          the
          general administration and interpretation of the Plan shall be final,
          conclusive, and binding except as otherwise provided in Article 9. A majority
          vote of the Administrative Committee members shall control any decision.
          Any
          discretionary actions to be taken under the Plan by the Administrative
          Committee
          with respect to the classification of employees, Participants, contributions
          or
          benefits shall be uniform in nature and applicable to all persons similarly
          situated. Without limiting the generality of the foregoing, the Administrative
          Committee shall have the following discretionary authority, powers and
          duties:
  (a)           To require
          any person to furnish such information as it may request for the purpose
          of the
          proper administration of the Plan as a condition to receiving any benefit
          under
          the Plan;
  (b)           To make and
          enforce such rules and regulations and prescribe the use of such forms
          as it
          deems necessary for the efficient administration of the Plan;
  (c)           To
          interpret the Plan and to resolve ambiguities, inconsistencies and
          omissions;
  (d)           To decide
          all questions concerning the Plan and any questions concerning the eligibility
          of any employee to participate in the Plan; and
  (e)           To
          determine the amount of benefits which will be payable to any person in
          accordance with the provisions of the Plan.
  
 21
 
 Upon
            and after the occurrence of a Change in
            Control, the “Administrative Committee” shall be at least three (3) individuals
            selected by the individual who, immediately prior to the Change in Control,
            was
            the Company’s Chief Executive Officer or, if not so identified, the Company’s
            highest ranking officer (the “Ex-CEO”); provided, however, the Administrative
            Committee, as constituted immediately prior to a Change in Control, shall
            continue to act as the Administrative Committee for this Plan until the
            date on
            which the independent third parties selected by the Ex-CEO accept the
            responsibilities as members of the Administrative Committee under this
            Plan.
            Upon and after a Change in Control, the Administrative Committee shall
            have all
            discretionary authorities and powers granted the Administrative Committee
            under
            this Plan including the discretionary power to determine all questions
            arising
            in connection with the administration of the Plan and the interpretation
            of the
            Plan except benefit entitlement determinations upon appeal. Upon and
            after the
            occurrence of a Change in Control, the Company must: (1) pay all reasonable
            administrative expenses and fees of the Administrator; (2) indemnify
            the
            Administrator against any costs, expenses and liabilities including,
            without
            limitation, attorney’s fees and expenses arising in connection with the
            performance of the Administrator hereunder, except with respect to matters
            resulting from the gross negligence or willful misconduct of the Administrator
            or its employees or agents; and (3) supply full and timely information
            to the
            Administrator on all matters relating to the Plan, the Participants and
            their
            Beneficiaries, the Account balances of the Participants, the date and
            circumstances of the Retirement, Disability, death or Separation from
            Service of
            the Participants, and such other pertinent information as the Administrative
            Committee may reasonably require. Upon and after a Change in Control,
            a member
            of the Administrative Committee may only be removed (and a replacement
            may only
            be appointed) by the Ex-CEO.
 
 8.2     
            Agents
 In
            the administration of this Plan, the Administrative Committee may, from
            time to
            time, employ agents and delegate to them such administrative duties as
            it sees
            fit, and may from time to time consult with counsel, who may be counsel
            to the
            Company.
 
 8.3     Indemnity
            of Committees
 The
            Company shall indemnify and hold harmless the members of the Administrative
            Committee, the Appeals Committee and the Compensation Committee against
            any and
            all claims, loss, damage, expense or liability arising from any action
            or
            failure to act with respect to this Plan, except in the case of intentional
            misconduct.
 
 8.4     Participating
            Employers
 The
            Compensation Committee or the Chief Executive Officer of Company may
            permit
            Employers to participate in this Plan. Any Employer may, upon resolution
            of its
            Board of Directors, withdraw from participating in the Plan and shall
            notify the
            Company of such resolution. An Employer’s withdrawal from the Plan shall not
            adversely affect balances in any Participant’s Accounts which shall continue to
            accrue earnings as set forth herein, shall not adversely affect the accrued
            Supplemental Pension Benefit and shall not change any distribution
            elections.
  22
  
 ARTICLE
            9—CLAIMS
            PROCEDURE
  
 9.1     Claim
 Any
            person claiming a benefit (“Claimant”) under the Plan shall present the request
            in writing to the Administrative Committee.
 
 9.2     Initial
            Claim Review
 In
            the case of a claims regarding Disability, the Administrative Committee
            will
            make a benefit determination within forty-five (45) days of its receipt
            of an
            application for benefits. This period may be extended up to an additional
            thirty
            (30) days, if the Administrative Committee provides the Claimant with
            a written
            notice of the extension within the initial forty-five (45)-day period.
            The
            extension notice will explain the reason for the extension and the date
            by which
            the Administrative Committee expects a decision will be made. The Administrative
            Committee may obtain a second thirty (30)-day extension by providing
            you written
            notice of such second extension within the thirty (30)-day extension.
            The second
            extension notice must include an explanation of the special circumstances
            necessitating the second extension and the date by which the Administrative
            Committee’s decision will be made. If the extension is necessary because
            additional information is needed to decide the claim, the extension notice
            will
            describe the required information. The Claimant will have forty-five
            (45) days
            after receiving the extension notice to provide the required
            information.
 
 In
            the case of all other claims, the Administrative Committee will make
            a benefit
            determination within ninety (90) days of its receipt of an application
            for
            benefits. This period may be extended up to an additional ninety (90)
            days, if
            the Administrative Committee provides the Claimant with a written notice
            of the
            extension within the initial ninety (90)-day period. The extension notice
            will
            explain the reason for the extension and the date by which the Administrative
            Committee expects a decision will be made.
 
 The
            Administrative Committee will notify the Claimant in writing, delivered
            in
            person or mailed by first-class mail to the Claimant’s last known address, if
            any part of a claim for benefits under the Plan has been denied. The
            notice of a
            denial of any claim will include:
  (a)           the
            specific reason for the denial;
  (b)           reference
            to specific provisions of the Plan upon which the denial is based;
  (c)           a
            description of any internal rule, guidelines, protocol or similar criterion
            relied on in making the denial (or a statement that such internal criterion
            will
            be provided free of charge upon request);
  (d)           a
            description of any additional material or information deemed necessary
            by the
            Administrative Committee for the Claimant to perfect the claim, and an
            explanation of why such material or information is necessary; and
  (e)           an
            explanation of the claims review procedure under the Plan.
   23
  
  If
            the notice described above is not furnished and if the claim has not
            been
            granted within the time specified above for payment of the claim, the
            claim will
            be deemed denied and will be subject to review as set forth in
            Section
 
 9.3.    Review
            of Claim
 If
            a claim for benefits is denied, in whole or in part, the Claimant may
            request to
            have the claim reviewed. The Claimant will have one hundred eighty (180)
            days in
            which to request a review of a claim regarding Disability, and will have
            sixty
            (60) days in which to request a review of all other claims. The request
            must be
            in writing and delivered to the Compensation Committee. If no such review
            is
            requested, the initial decision of the Compensation Committee will be
            considered
            final and binding.
 
 The
            request for review must specify the reason the Claimant believes the
            denial
            should be reversed. He or she may submit additional written comments,
            documents,
            records, and other information relating to and in support of the claim;
            all
            information submitted will be reviewed whether or not it was available
            for the
            initial review. The Claimant may request reasonable access to and copies
            of, all
            documents, records, and other information relevant to the Claimant’s claim for
            benefits. A member of the Compensation Committee may not participate
            in the
            review of his or her own claim. In addition, if the Claimant requests
            a review,
            a member who is a subordinate of the original decision maker shall not
            participate in the review of the claim. The review will not defer to
            the initial
            adverse determination. If the denial was based in whole or in part on
            a medical
            judgment, the Compensation Committee will consult with an appropriate
            health
            care professional who was not consulted in the initial determination
            of his or
            her claim and who is not the subordinate of someone consulted in the
            initial
            determination. Names of the health care professionals will be available
            on
            request.
 
 Upon
            receipt of a request for review, the Compensation Committee may schedule
            a
            hearing within thirty (30) days of its receipt of such request, subject
            to
            availability of the Claimant and the availability of the Compensation
            Committee,
            at a time and place convenient for all parties at which time the Claimant
            may
            appear before the person or committee designated by the Compensation
            Committee
            to hear appeals for a full and fair review of the Administrative Committee’s
            initial decision. The Claimant may indicate in writing at the time the
            Compensation Committee attempts to schedule the hearing, that he or she
            wishes
            to waive the right to a hearing. If the Claimant does not waive his or
            her right
            to a hearing, he or she must notify the Compensation Committee in writing,
            at
            least fifteen (15) days in advance of the date established for such hearing,
            of
            his or her intention to appear at the appointed time and place. The Claimant
            must also specify any persons who will accompany him or her to the hearing,
            or
            such other persons will not be admitted to the hearing. If written notice
            is not
            timely provided, the hearing will be automatically canceled. The Claimant
            or the
            Claimant’s duly authorized representative may review all pertinent documents
            relating to the claim in preparation for the hearing and may submit issues,
            documents, affidavits, arguments, and comments in writing prior to or
            during the
            hearing.
  24
  
 The
            Compensation Committee will notify the Claimant of its decision following
            the
            reviews. In the case of a claim regarding Disability, the Compensation
            Committee
            will render its final decision within forty-five (45) days of receipt
            of an
            appeal or such shorter period as may be required by law. If the Compensation
            Committee determines that an extension of the time for processing the
            claim is
            needed, it will notify the Claimant of the reasons for the extension
            and the
            date by which the Compensation Committee expects a decision will by made.
            The
            extended date may not exceed ninety (90) days after the date of the filing
            of
            the appeal.
 
 In
            the case of all other claims, the Compensation Committee will render
            its final
            decision within sixty (60) days of receipt of an appeal. If the Compensation
            Committee determines that an extension of the time for processing the
            claim is
            needed, it will notify the Claimant of the reasons for the extension and
            the date by which the Compensation Committee expects a decision will
            be made.
            The extended date may not exceed one hundred twenty (120) days after
            the date of
            the filing of the appeal
 
 If
            after the review the claim continues to be denied, the Claimant will
            be provided
            a notice of the denial of the appeal which will contain the following
            information:
  (a)           The
            specific reasons for the denial of the appeal;
  (b)           A reference
            to the specific provisions of the Plan on which the denial was
            based;
  (c)           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 claim for benefits;
  (d)           A statement
            disclosing any internal rule, guidelines, protocol or similar criterion
            relied
            on in making the denial (or a statement that such information would be
            provided
            free of charge upon request); and
  (e)           A statement
            describing the Claimant’s right to bring a civil suit under Federal law and a
            statement concerning other voluntary alternative dispute resolutions
            options.
   25
  
  9.4     Review
            of Claims on and after a Change in Control
 Upon
            and after the occurrence of a Change in Control, the Compensation Committee,
            as
            constituted immediately prior to a Change in Control, shall be the Appeals
            Committee. In the event any member of the Appeals Committee resigns or
            is unable
            to perform the duties of a member of the Appeals Committee, successors
            to such
            members shall be selected by the Ex-CEO. Upon and after a Change in Control,
            the
            Appeals Committee shall have all discretionary authorities and powers
            granted
            the Compensation Committee under this Plan to review denied claims as
            provided
            in Section 9.3. A member of the Appeals Committee may not participate
            in the
            review of his or her own claim and may not participate in the review
            a claim if
            he or she is a subordinate of the original decision maker. Upon and after
            the
            occurrence of a Change in Control, the Company must: (1) pay all reasonable
            administrative expenses and fees of the Appeals Committee; (2) indemnify
            the
            Appeals Committee against any costs, expenses and liabilities including,
            without
            limitation, attorney’s fees and expenses arising in connection with the
            performance of the Appeals Committee hereunder, except with respect to
            matters
            resulting from the gross negligence or willful misconduct of the Appeals
            Committee or its employees or agents; and (3) supply full and timely
            information
            to the Appeals Committee on all matters relating to the Plan, the Participants
            and their Beneficiaries, the Account balances of the Participants, the date
            and circumstances of the Retirement, Disability, death or Separation
            from
            Service of the Participants, and such other pertinent information as
            the Appeals
            Committee may reasonably require. Upon and after a Change in Control,
            a member
            of the Appeals Committee may only be removed (and a replacement may only
            be
            appointed) by the Ex-CEO.
 
  ARTICLE
            10—AMENDMENT
            AND TERMINATION OF PLAN
  
 10.1   Right
            to Amend
 The
            Plan may be amended any time by action of the Board or the Compensation
            Committee or by a writing executed on behalf of the Board or Compensation
            Committee by the Company’s duly elected officers, except that:
  (a)           No
            amendment shall be effective to decrease or restrict any Participant’s Account
            balance or Supplemental Pension Benefit accrued to that date, and
  (b)           No
            amendment shall be effective to restrict the right of a Participant to
            elect to
            receive a lump-sum form of benefit payment of his or her Account upon
            Retirement, death, Disability or other separation of employment,
            and
  (c)           No
            amendment to the method for calculating earnings on the portion of the
            Retirement Account allocated to the investment option described in Section
            4.2(c)(i) of the Plan shall decrease the interest rate credited to the
            Retirement Account balance of any Participant below the Moody’s Average
            Long-Term Corporate Bond Yield Index less one (1) percentage point; otherwise
            the Retirement Account balance that is accrued and vested as of December
            31,
            2004 including earnings credited thereon after that date shall be paid
            to all
            Participants within sixty (60) days of the effective date of such
            amendment.
   26
  
  Such
            amendment shall
            be effective on the first (1st) day
            of the
            calendar year following the adoption by the Company of such amendment,
            provided
            that all Participants are notified of such amendment no later than November
            15
            of the year in which such amendment is adopted.
  10.2   Right
            to Terminate
 The
            Board or the Compensation Committee may at any time terminate the Plan
            if, in
            its sole judgment, the tax, accounting or other effects of the continuance
            of
            the Plan or potential payments thereunder would not be in the best interests
            of
            the Company. Such termination shall not adversely affect any Plan Participant’s
            Account balance or accrued Supplemental Pension Benefit. Each Employer
            shall pay
            the balances of a Participant’s Accounts that were accrued and vested as of
            December 31, 2004 including earnings, gains and losses credited thereon
            after
            that date, and earned while employed by such Employer within sixty (60)
            days
            after the effective date of the Plan termination.
 
 10.3   Distribution
            of Benefits on Plan Termination
 In
            the event the Corporation elects to amend, modify or terminate the Plan
            as
            provided under Section 10.2 and solely with respect to Account balances
            that
            accrue and/or vest after December 31, 2004, including deemed earnings,
            gains and
            losses credited thereon after that date, no right to the payment of benefits
            shall arise as a result of a Plan Termination;
  (a)           The Company
            may, in its discretion, provide by amendment to the Plan a right to the
            payment
            of all such Account balances as a result of the liquidation and termination
            of
            the Plan where:
  (i)        
               the termination and liquidation does not occur proximate to a
            downturn in the financial health of the Company and the participating
            Employers;
  (ii)           the Plan
            and all arrangements required to be aggregated with the Plan under Code
            Section
            409A are terminated and liquidated;
  (iii)           no
            payments, other than those that would be payable under the terms of the
            Plan and
            the aggregated arrangements if the termination and liquidation had not
            occurred,
            are made within twelve (12) months of the date the Company takes all
            necessary
            action to irrevocably terminate and liquidate the Plan;
  (iv)           all
            payments are made within twenty-four (24) months of the date the Company
            takes
            all necessary action to irrevocably terminate and liquidate the Plan;
            and
  (v)           the Company
            and the Employers do not adopt a new arrangement that would be aggregated
            with
            any terminated arrangement under Code Section 409A, at any time within
            three (3)
            years following the date the Company takes all necessary action to irrevocably
            terminate and liquidate the Plan.
   27
  
  (b)           Similarly,
            the Company may, in its discretion, provide by amendment to liquidate
            and
            terminate the Plan where the termination and liquidation occurs within
            twelve
            (12) months of a corporate dissolution taxed under Code Section 331,
            or with the
            approval of a bankruptcy court pursuant to 11 United States Code § 503(b)(1)(A),
            provided that all amounts deferred under the Plan are included in the
            Participants’ gross incomes in the latest of the following years (or, if
            earlier, the taxable year in which the amount is actually or constructively
            received):
  (i)            the
            calendar year in which the termination occurs;
  (ii)           the
            calendar year in which the amount is no longer subject to a substantial
            risk of
            forfeiture; or
  (iii)           the first
            calendar year in which the payment is administratively practicable.
  
 ARTICLE
            11—MISCELLANEOUS
  
 11.1   Unfunded
            Plan
 This
            Plan is intended to be an unfunded plan for federal income tax purposes
            and for
            purposes of ERISA, maintained primarily to provide deferred compensation
            benefits for a select group of management employees or highly compensated
            employees. This Plan is not intended to create an investment contract,
            but to
            provide tax planning opportunities and retirement benefits to eligible
            individuals who have elected to participate in the Plan. Eligible individuals
            are select members of management who, by virtue of their position with
            an
            Employer, have the ability to materially affect the Employer’s profitability and
            operations.
 
 11.2   Liability
            for Benefits
 Except
            as otherwise agreed in writing, liability for the payment of a Participant’s
            benefit under this Plan shall be borne solely by the participating Employer
            that
            employs the Participant and reports the Participant as being on its payroll
            during the accrual or increase in the benefit. No liability for the payment
            of
            any Deferred Compensation Benefit or any Supplemental Pension Benefit
            shall be
            incurred by reason of Plan sponsorship or participation except for benefits
            of a
            participating Employer’s own employees. Nothing in this Section shall be
            interpreted as prohibiting any participating Employer from expressly
            agreeing in
            writing to the assumption of liability or guarantee of payment of any
            benefit
            under this Plan.
 
 11.3   Unsecured
            General Creditor
 Participants
            and their Beneficiaries, heirs, successors and assigns shall have no
            legal or
            equitable rights, interest or claims in any property or assets of any
            Employer.
            Any and all assets of each Employer shall be, and remain, the general,
            unpledged, unrestricted assets of the Employer. An Employer’s obligations under
            the Plan shall be merely that of an unfunded and unsecured promise of
            the
            Employer to pay money in the future.
  28
  
 11.4   Obligations
            to Employer
 If
            a Participant becomes entitled to the payment of a benefit under the
            Plan and
            the Participant has outstanding any debt, obligation, or other liability
            representing an amount owing to the Employer obligated to pay the benefit
            at the
            time of payment, then the Employer may offset such amount owing to it
            against
            the amount of benefits otherwise distributable to the Participant or
            Beneficiary. Such determination shall be made by the Administrative
            Committee.
 
 11.5   Nonassignability
 (a)           Except
            as stated in subsection (b) below, neither a Participant nor any other
            person
            shall have any right to commute, sell, assign, transfer, pledge, anticipate,
            mortgage or otherwise encumber, transfer, hypothecate 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 nontransferable. No part of the amounts payable shall, prior to actual
            payment, be subject to seizure or sequestration for the payment of any
            debts,
            judgments, alimony or separate maintenance owed by a Participant or any
            other
            person, nor be transferable by operation of law in the event of a Participant’s
            or any other person’s bankruptcy or insolvency.
  (b)           Domestic
            Relations Order.  An Employer may pay benefits to an alternate payee
            pursuant to a domestic relations order provided the Administrative Committee
            determines such order meets the requirements of a Qualified Domestic
            Relations
            Order pursuant to Code Section 414(p)(1)(B).
  11.6   Not
            a Contract of Employment
 The
            terms and conditions of this Plan shall not be deemed to constitute a
            contract
            of employment between any Employer and the Participant, and neither the
            Participant nor any Beneficiary shall have any rights against any Employer
            except as may otherwise be specifically provided herein. Moreover, nothing
            in
            this Plan shall be deemed to give a Participant the right to be retained
            in the
            service of any Employer or to interfere with the right of any Employer
            to
            discipline or discharge such Participant at any time.
 
 11.7   Protective
            Provisions
 A
            Participant shall cooperate with each Employer by furnishing any and
            all
            information requested by any Employer in order to facilitate the payment
            of
            benefits under this Plan.
 
 11.8   Captions
 The
            captions of the articles, sections and subsection of this Plan are for
            convenience only and shall not control or affect the meaning or construction
            of
            any of its provisions.
 
 11.9   Governing
            Law
 The
            provisions of this Plan shall be construed, administered, and enforced
            according
            to and governed by the laws (other than conflict of law provisions) of
            the state
            of Ohio, except to the extent such laws are superseded by
            ERISA.
  29
  
 11.10 
            Validity
 In case any provision of this Plan shall be held illegal or
            invalid for any reason, such illegality or invalidity shall not affect
            the
            remaining parts hereof, but this Plan shall be construed and enforced
            as if such
            illegal and invalid provision had never been inserted herein.
 
 11.11 
            Notice
 Any notice or filing required or permitted to be given to the
            Administrative Committee under the Plan shall be sufficient if in writing
            and
            hand delivered, or sent by registered or certified mail to any member
            of the
            Administrative Committee, or to the statutory agent of Company. Notice
            to the
            Administrative Committee may be given to any member of the Administrative
            Committee and if mailed shall be addressed to the principal executive
            offices of
            Company. Notice mailed to the Participant shall be sent to the address
            set out
            in the Participant’s most recent Participation Agreement or such other address
            as is given to the Administrative Committee by notice. Notices 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, or the receipt for registration or
            certification.
 
 11.12 
            Successors
 The provisions of this Plan shall bind and inure to the benefit of each
            Employer
            and its successors and assigns. The term successors as used herein shall
            include
            any corporate or other business entity which shall, whether by merger,
            consolidation, purchase or otherwise acquire all or substantially all
            of the
            business and assets of an Employer, and successors of any such corporation
            or
            other business entity.
 
 11.13 
Code
            Section 409A
 Notwithstanding anything to the contrary in the provisions of this Plan
            regarding the benefits payable hereunder and the time and form thereof,
            this
            Plan is intended to meet any applicable requirements of Code Section
            409A and
            this Plan shall be construed and administered in accordance with Section
            409A of
            the Code, Department of Treasury regulations and other interpretive guidance
            issued thereunder, including without limitation any such regulations
            or other
            guidance that may be issued after the Effective Date. In the event that
            the
            Company determines that any provision of this Plan or the operation thereof
            may
            violate Section 409A of the Code and related Department of Treasury guidance,
            the Company may in its sole discretion adopt such amendments to this
            Plan and
            appropriate policies and procedures, including amendments and policies
            with
            retroactive effect, or take such other actions, as the Company determines
            necessary or appropriate to comply with the requirements of Section 409A
            of the
            Code.
  30
  APPENDIX
            A
 
 
 **1**
                    **Participating
                      Employer**
                  **2**
                    **Adoption
                      Date**
                  **3**
                    **Termination
                      Date**American
                      Transmissions Systems, Inc.
                  January
                      1,
                      2003Cleveland
                      Electric Illuminating Company
                  July
                      1,
                      1998FirstEnergy
                      Corp.
                  January
                      1,
                      1998FirstEnergy
                      Facilities Services Group, Inc.
                  January
                      1,
                      2003FirstEnergy
                      Generation Corp.
                  January
                      1,
                      2003FirstEnergy
                      Nuclear Operating Company
                  January
                      1,
                      1999FirstEnergy
                      Service Company
                  January
                      1,
                      1999FirstEnergy
                      Solutions Corp.
                  January
                      1,
                      2003Jersey
                      Central
                      Power and Light
                  January
                      1,
                      2003Metropolitan
                      Edison
                  January
                      1,
                      2003Ohio
                      Edison
                      Company
                  January
                      1,
                      1983Pennsylvania
                      Electric
                  January
                      1,
                      2003Pennsylvania
                      Power Company
                  January
                      1,
                      1983Toledo
                      Edison
                      Company
                  July
                      1,
                      1998
 
  31
  APPENDIX
            B
 
 Change
            in
            Control
 
 Effective as of the date approved by shareholders and for purposes of
            the Plan,
            a “Change in Control” means:
 
 1.     
                   An acquisition by any individual, entity,
            or group (within the meaning of
 Section
            13(d)(3) or
            14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
            (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
            promulgated under the Exchange Act) of fifty percent (50%) (twenty-five
            percent
            (25%) if such Person proposes any individual for election to the Board
            of
            Directors or any member of the Board is the representative of such Person)
            or
            more of either (i) the then outstanding shares of common stock of the
            Company
            (“Outstanding Company Common Stock”), or (ii) the combined voting power of the
            then outstanding voting securities of the Company entitled to vote generally
            in
            the election of directors (“Outstanding Company Voting Securities”); provided,
            however, that the following acquisitions will not constitute a Change
            in
            Control:
 
 (a)           Any
            acquisition directly from the Company (excluding an acquisition by virtue
            of the
            exercise of a conversion privilege);
 
 (b)           Any
            acquisition by the Company;
 
 (c)           Any
            acquisition by an employee benefit plan (or related trust) sponsored
            or
            maintained by the Company or any corporation controlled by the Company;
            or
 
 (d)           Any
            acquisition by any corporation pursuant to a reorganization, merger,
            or
            consolidation if, following such reorganization, merger, or consolidation,
            the
            conditions described in clauses 3(b), 3(c) and 3(d) of this Appendix
            B are
            satisfied.
 
 2.           
             Individuals who, as of the date hereof, constitute the Board (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the
            Board; provided, however, that any individual becoming a director subsequent
            to
            the date hereof whose election, or nomination for election by the Company’s
            shareholders, was approved by a vote of at least a majority of the directors
            then comprising the Incumbent Board shall be considered as though such
            individual were a member of the Incumbent Board, but excluding, for this
            purpose, any such individual whose initial assumption of office occurs
            as a
            result of either an actual or threatened election contest (as such terms
            are
            used in Rule 14a-11 of Regulation 14A promulgated under the Exchange
            Act) or
            other actual or threatened solicitation of proxies or consents by or
            on behalf
            of a Person other than the Board; or
 
  32
  APPENDIX
            B
 
 Change
            in
            Control
 (Continued)
 
 3.            
            Consummation of a reorganization, merger, or consolidation or sale or
            other
            disposition of all or substantially all of the assets of the Company,
            in each
            case, unless, following such reorganization, merger, or consolidation
            or sale or
            other disposition of assets:
 
 (a)           More
            than seventy-five percent (75%) of, respectively, the then outstanding
            shares of
            common stock of the corporation resulting from such reorganization, merger,
            consolidation, or acquiring such assets and the combined voting power
            of the
            then outstanding voting securities of such corporation entitled to vote
            generally in the election of directors is then beneficially owned, directly
            or
            indirectly, by all or substantially all of the individuals and entities
            who were
            the beneficial owners, respectively, of the Outstanding Company Common
            Stock and
            Outstanding Company Voting Securities immediately prior to such reorganization,
            merger, consolidation, or sale or other disposition of assets in substantially
            the same proportions as their ownership, immediately prior to such
            reorganization, merger, consolidation, or sale or other disposition of assets,
            of the Outstanding Company Common Stock and Outstanding Company Voting
            Securities, as the case may be;
  (b)           No Person
            (excluding the Company, any employee benefit plan (or related trust)
            of the
            Company or such corporation resulting from such reorganization, merger,
            consolidation, or sale or other disposition of assets, and any Person
            beneficially owning, immediately prior to such reorganization, merger,
            consolidation, or sale or other disposition of assets, directly or indirectly,
            twenty-five percent (25%) or more of the Outstanding Company Common Stock
            or
            Outstanding Voting Securities, as the case may be) beneficially owns,
            directly
            or indirectly, twenty-five percent (25%) or more of, respectively, the
            then
            outstanding shares of common stock of the corporation
            resulting from such reorganization, merger, or consolidation or acquiring
            such
            assets or the combined voting power of the then outstanding voting securities
            of
            such corporation entitled to vote generally in the election of directors;
            and
 
 (c)           At
            least a majority of the members of the Board of Directors of the corporation
            resulting from such reorganization, merger, or consolidation or acquiring
            such
            assets were members of the Incumbent Board at the time of the execution
            of the
            initial agreement providing for such reorganization, merger, consolidation
            or
            sale or other disposition of assets; or
 
 (d)           Approval
            by the shareholders of the Company of a complete liquidation or dissolution
            of
            the Company.
  33
  
 However,
            in no event
            will a Change in Control be deemed to have occurred, with respect to
            a
            Participant, if the Participant is part of a purchasing group which consummates
            the Change in Control transaction. The Participant will be deemed “part of a
            purchasing group” for purposes of the preceding sentence if the Participant is
            an equity participant or has agreed to become an equity participant in
            the
            purchasing company or group (excluding passive ownership of less than
            five
            percent (5%) of the voting securities of the purchasing company or ownership
            of
            equity participation in the purchasing company or group which is otherwise
            not
            deemed to be significant, as determined prior to the Change in Control
            by a
            majority of the nonemployee continuing members of the Board of
            Directors).
  34