<PAGE>

                                                                   EXHIBIT 10.51

1.01 PREAMBLE

     By the execution of this Adoption Agreement the Plan Sponsor hereby
     (complete a. or b.)

     a. [ ] adopts a new plan as of __ ____________ [month, day, year]

     b. [X] amends and restates its existing plan as of April 1, 2006  [month,
            day, year] which is the Amendment Restatement Date.

            Original Effective Date: September 1, 2005 [month, day, year]

            Pre-409A Grandfathering: [ ] Yes [ ] No (If yes, complete
            Appendix B, "Summary of Grandfathered Provisions")

1.02 PLAN

     Plan Name: CA, Inc. Executive Deferred Compensation Plan

     Plan Year: April 1 - March 31

1.03 PLAN SPONSOR

     Name:           CA, Inc.
     Address:        One CA Plaza, Islandia, NY 11749
     Phone # :       631-342-6000
     EIN:            13 2847434
     Fiscal Yr:      March 31 - April 1
     Form of Entity: Corporation

     If Plan Sponsor is a Corporation is stock publicly traded?

     [X] Yes   [ ] No

1.04 EMPLOYER

     The following entities have been authorized by the Plan Sponsor to
     participate in and have adopted the Plan:

<TABLE>
<CAPTION>
                Publicly Traded Corporation
                ---------------------------
Entity                 Yes        No
------                 ---       ---
<S>             <C>              <C>
CA Think               [ ]       [X]
CA, Inc.               [ ]       [X]
_______________        [ ]       [ ]
_______________        [ ]       [ ]
_______________        [ ]       [ ]
_______________        [ ]       [ ]
</TABLE>

<PAGE>

1.05 ADMINISTRATOR

     The Employer has designated the following to be responsible for the
     Administration of the Plan:

     VP, Compensation, Benefits & HRIS (Lisa Chekimoglou)
     ____________________________________________________

     Note: The Administrator is the person or persons designated by the Employer
           to be responsible for the administration of the Plan. This is not
           Fidelity Investments Institutional Operations Company, Inc. nor any
           other Fidelity affiliate.

<PAGE>

2.01 PARTICIPATION

     a. [X] Employees

         i. [X] Eligible Employees are selected by the Employer as identified in
                Appendix C which may be periodically updated by the Employer.

        ii. [ ] Eligible Employees are those employees of the Employer who
                satisfy the following criteria:

                ________________________________________________________________

                ________________________________________________________________

                ________________________________________________________________

                ________________________________________________________________

                ________________________________________________________________

     b. [ ] Directors

         i. [ ] All Directors are eligible to participate.

        ii. [ ] Only Directors selected by the Employer and identified in
                Appendix C are eligible to participate.

<PAGE>

3.01 COMPENSATION

     For purposes of determining Participant contributions under Article 4 and
     Employer contributions under Article 5, Compensation shall be defined in
     the following manner [complete a. or b. and c., if applicable]:

     a. [X]

            Compensation, for purposes of the April 1, 2006-March 31, 2007
            deferral period, shall mean only an employee's Annual Performance
            Bonus (paid in cash) for fiscal 2007, under the Plan Sponsor's 2002
            Incentive Plan, as amended.

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

     b. [ ] Compensation as defined in _________________________________________
            ________________________________ [insert name of qualified plan]
            without regard to the limitation captured in Section 401(a)(17) of
            the Code for such Plan Year:

     c. [ ] Director Compensation shall have the meaning specified in Section
            2.9 except that:

            ____________________________________________________________________

            ____________________________________________________________________

            ____________________________________________________________________

     d. [ ] Compensation shall, for all Plan purposes, be limited to $_________.

3.02 BONUSES

     Compensation, as defined in Section 3.01 of the Adoption Agreement,
     includes the following type of bonuses:

<TABLE>
<CAPTION>
                                           Will be treated as Performance
                                                 Based Compensation
                                           ------------------------------
Type                                               Yes        No
----                                               ---        --
<S>                                        <C>                <C>
Annual Performance Bonus for fiscal 2007            [X]       [ ]
under the Plan Sponsor's 2002 Incentive
Plan, as amended
________________________________________            [ ]       [ ]
________________________________________            [ ]       [ ]
</TABLE>

<PAGE>

<TABLE>
<S>                                        <C>                <C>
________________________________________            [ ]       [ ]
________________________________________            [ ]       [ ]
</TABLE>

<PAGE>

4.01 PARTICIPANT CONTRIBUTIONS

     A.   AMOUNT OF DEFERRALS

          A Participant may elect within the period specified in Section 4.01b
          of the Adoption Agreement to defer the following amounts of
          Compensation (select i. and ii. or iii.):

          i.   Compensation Other than Bonuses (for each type of remuneration
               listed, complete "dollar amount" or "percentage amount," but not
               both)

<TABLE>
<CAPTION>
               Dollar Amount    % Amount
   Type of     -------------   ---------
Remuneration     Min   Max     Min   Max   Increment
------------     ---   ---     ---   ---   ---------
<S>            <C>     <C>     <C>   <C>   <C>
a.
b.
c.
</TABLE>

               Note: The increment is required to determine the permissible
               deferral amounts. For example, a minimum of 0% and maximum of 20%
               with a 5% increment would allow an individual to defer 0%, 5%,
               10%, 15% or 20%.

          ii.  Bonuses (choose one)

<TABLE>
<CAPTION>
                    Dollar Amount    % Amount
                    -------------   ---------
Type of Bonus         Min   Min     Min   Max   Increment
-------------         ---   ---     ---   ---   ---------
<S>                 <C>     <C>     <C>   <C>   <C>
a. Annual
Performance Bonus                    1%   90%
b.
c.
</TABLE>

          iii. Compensation (do not complete if you completed i. and ii.)

<TABLE>
<CAPTION>
Dollar Amount    % Amount
-------------   ---------
  Min   Max     Min   Max   Increment
  ---   ---     ---   ---   ---------
<S>     <C>     <C>   <C>   <C>

</TABLE>

          iv.  Director Compensation

<TABLE>
<CAPTION>
                       Dollar Amount    % Amount
                       -------------   ---------
Type of Compensation     Min   Min     Min   Max   Increment
--------------------     ---   ---     ---   ---   ---------
<S>                    <C>     <C>     <C>   <C>   <C>
Annual Retainer
Meeting Fees
Other:
Other:
</TABLE>

<PAGE>

     B.   ELECTION PERIOD

          i.   Performance Based Compensation

               A special election period

               a.   [X] Does   b. [ ] Does Not

               apply to each eligible type of performance based compensation
               referenced in Section 3.02 of the Adoption Agreement.

               The special election period, if applicable, will be determined by
               the Employer.

          ii.  Newly Eligible Participants

               An employee who is classified or designated as an Eligible
               Employee during a Plan Year

               a.   [X] May    b. [ ] May Not

               elect to defer Compensation otherwise payable during the
               remainder of the Plan Year by completing a deferral agreement
               within the 30 day period beginning on the date he is eligible to
               participate in the Plan.

<PAGE>

5.01 EMPLOYER CONTRIBUTIONS

     A.   MATCHING CONTRIBUTIONS

          i.   Amount

               For each Plan Year, the Employer shall make a Matching
               Contribution on behalf of each Participant who defers
               Compensation for the Plan Year and satisfies the requirements of
               Section 5.01(a)(ii) of the Adoption Agreement equal to (Complete
               one):

               (A) [ ] _____________ [insert percentage] of the Compensation
                       the Participant has elected to defer for the Plan Year

               (B) [ ] An amount determined by the Employer in its sole
                       discretion

               (C) [ ] Matching Contributions for each Participant shall be
                       limited to $__________ and/or _________% of Compensation.

               (D) [ ] Other: __________________________________________________

                              __________________________________________________

                              __________________________________________________

          ii.  Eligibility for Matching Contribution

               A Participant who defers Compensation for the Plan Year shall
               receive an allocation of Matching Contributions determined in
               accordance with Section 5.01(a)(i) provided he satisfies the
               following requirements (complete the ones that are applicable):

               (A) [ ] Is employed on the last day of the Plan Year

               (B) [ ] Completes ________ [insert number] of hours of service
                       during the Plan Year

               (C) [ ] Is selected by the Employer in its sole discretion to
                       receive an allocation of Matching Contributions

               (D) [ ] No requirements

               (E) [ ] Other

                            ____________________________________________________

                            ____________________________________________________

<PAGE>

          iii. Time of Allocation

               Matching Contributions, if made, shall be treated as allocated
               [select one]:

               (A) [ ] As of the last day of the Plan Year

               (B) [ ] At such times as the Employer shall determine in its sole
                       discretion

               (C) [ ] At the time the Compensation on account of which the
                       Matching Contribution is being made would otherwise have
                       been paid to the Participant

               (D) [ ] Other:

                            ____________________________________________________

                            ____________________________________________________

                            ____________________________________________________

     B.   OTHER CONTRIBUTIONS

          i.   Amount

               The Employer shall make a contribution on behalf of each
               Participant who satisfies the requirements of Section 5.01(b)(ii)
               equal to [check one]:

               (A) [ ] An amount equal to ____________ [insert number] % of the
                       Participant's Compensation

               (B) [ ] An amount determined by the Employer in its sole
                       discretion

               (C) [ ] Contributions for each Participant shall be limited to
                       $__________

               (D) [ ] Other:

                            ____________________________________________________

                            ____________________________________________________

                            ____________________________________________________

<PAGE>

          ii.  Eligibility for Other Contributions

               A Participant shall receive an allocation of other Employer
               contributions for the Plan Year if he satisfies the following
               requirements:

               (A) [ ] Describe requirements:_______________________
                       _____________________________________________
                       _____________________________________________
                       _____________________________________________

               (B) [ ] Is selected by the Employer in its sole discretion to
                       receive an allocation of other Employer contributions

               (C) [ ] No requirements

          iii. Time of Allocation

               Employer contributions, if made, will be allocated:

               (A) [ ] As of the last day of the Plan Year

               (B) [ ] At such time or times as the Employer shall determine in
                       its sole discretion

               (C) [ ] Other:

                            ____________________________________________________

                            ____________________________________________________

                            ____________________________________________________

<PAGE>

6.01 DISTRIBUTIONS

     The timing and form of payment of distributions made from the Participant's
     vested Account shall be made in accordance with the elections made in this
     Section 6.01 of the Adoption Agreement.

     a.   Timing of Distributions

          All distributions shall commence in accordance with the following
          (choose one):

          (i)   [X] As soon as administratively practicable

          (ii)  [ ] Monthly on specified day ____________________ (insert day)

          (iii) [ ] Annually on specified month and day _________________
                    (insert month and day)

          (iv)  [ ] Calendar quarter on specified day _______________ (insert
                    day)

          Note: A six month delay for certain distributions to Key Employees of
                publicly traded companies will apply.

     b.   In addition to the distributions that will occur under the terms of
          the Plan (e.g., upon death or disability or six months from a
          separation from service), distributions can occur upon the following
          Distribution Events (If multiple events are chosen, the earliest to
          occur will trigger payment.)

<TABLE>
<CAPTION>
                                                    Lump Sum        Installments
                                                    --------        ------------
<S>    <C>                                          <C>        <C>
(i)    [X] Specified Date [5 years, 10 years or         X      ___ years to ___ years
           15 years from end of deferral period]

(ii)   [ ] Specified Age                            ________   ___ years to ___ years

(iii)  [ ] Separation from Service                  ________   ___ years to ___ years

(iv)   [ ] Separation from Service plus 6 months    ________   ___ years to ___ years

(v)    [ ] Separation from Service plus ___months   ________   ___ years to ___ years
           (not to exceed ___months)

(vi)   [ ] Retirement                               ________   ___ years to ___ years

(vii)  [ ] Retirement plus 6 months                 ________   ___ years to ___ years

(viii) [ ] Retirement plus ___months (not to        ________   ___ years to ___ years
           exceed ___months)

(ix)   [ ] Later of Separation from Service or      ________   ___ years to ___ years
           Specified Age

(x)    [ ] Later of Separation from Service or      ________   ___ years to ___ years
           Specified Date

(xi)   [ ] Later of Retirement or Specified Age     ________   ___ years to ___ years

(xii)  [ ] Later of Retirement or Specified Date    ________   ___ years to ___ years

(xiii) [ ] Disability                               ________   ___ years to ___ years

(xiv)  [ ] Death                                    ________   ___ years to ___ years
</TABLE>

<PAGE>

<TABLE>
<S>    <C>                                          <C>        <C>
(xv)   [ ] Change in Control                        ________   ___ years to ___ years
</TABLE>

     c.   Specified Date and Specified Age elections may not commence beyond age
          _____.

     d.   Separation from Service (if this is elected, do not select "Separation
          from Service" under b. above)

          A Separation from Service override

          [X] Shall apply.

          A Separation from Service override provides that a Participant, whose
          Separation from Service occurs before or after Retirement, shall
          receive the vested amount credited to his Account as a lump sum
          payment.

     e.   Involuntary Cashouts (Leave blank if not applicable)

          (i) [ ] If the Participant's vested Account at the time of his
                  Separation from Service does not exceed $_______________
                  (insert dollar amount) distribution of the vested Account
                  shall automatically be made in the form of a single lump sum
                  as soon as administratively practicable but in no event later
                  than 60 days after the Separation of Service.

     f.   Retirement

          Retirement shall be defined as a Separation from Service that occurs
          on or after the Participant __________________________________________
          ______________________________________________________________________
          ________________________________ (insert description of requirements)

     g.   Redeferrals

          A Participant

          (i)  [X] Shall
          (ii) [ ] Shall Not

          be permitted to modify a scheduled distribution date in accordance
          with Section 9.2 of the Plan.

          A Participant shall generally be permitted to elect such modification
          one(1) number of times.

          Administratively, allowable distribution events will be modified to
          reflect all options necessary to fulfill the redeferrals provision.

<PAGE>

7.01 VESTING

     a.   Matching Contributions

          The Participant's vested interest in the amount credited to his
          Account attributable to Matching Contributions shall be based on the
          following schedule:

<TABLE>
<CAPTION>
Years of Service   Vesting %
----------------   ---------
<S>                <C>
        0          _________
        1          _________
        2          _________
        3          _________
        4          _________
        5          _________
        6          _________
        7          _________
        8          _________
        9          _________
</TABLE>

     b.   Other Employer Contributions

          The Participant's vested interest in the amount credited to his
          Account attributable to Employer contributions other than Matching
          Contributions shall be based on the following schedule:

<TABLE>
<CAPTION>
Years of Service   Vesting %
----------------   ---------
<S>                <C>
        0          _________
        1          _________
        2          _________
        3          _________
        4          _________
        5          _________
        6          _________
        7          _________
        8          _________
        9          _________
</TABLE>

     c.   Acceleration of Vesting

          A Participant's vested interest in his Account will automatically be
          100% upon the occurrence of the following events: (select the ones
          that are applicable)

          (i)   [ ] Death

          (ii)  [ ] Disability

          (iii) [ ] Change in Control

          (iv)  [ ] Eligibility for Retirement

          (v)   [ ] Other:
                           _____________________________________________________

                           _____________________________________________________

<PAGE>

     d.   Years of Service

          i.   A Participant's Years of Service shall include all service
               performed for the Employer and

               (A)  [ ] Shall

               (B)  [ ] Shall Not

               include service performed for the Related Employer.

          ii.  Years of Service shall also include service performed for the
               following entities:

               ________________________________________________________________

               ________________________________________________________________

               ________________________________________________________________

               ________________________________________________________________

               ________________________________________________________________

               ________________________________________________________________

          iii. Years of Service shall be determined in accordance with: (select
               one)

               (A)  [ ] The elapsed time method in Treas. Reg. Sec. 1.410(a)(7)

               (B)  [ ] The general method in DOL Reg. Sec. 2530.200b-1 through
                        b-4

               (C)  [ ] The Participant's Years of Service credited under
                        ________________________________________________________
                        (insert name of plan)

               (D)  [ ] Other:
                               _________________________________________________

                               _________________________________________________

                               _________________________________________________

<PAGE>

8.01 UNFORESEEABLE EMERGENCY

     A withdrawal due to an Unforeseeable Emergency as defined in Section 2.2:

          a.   [X] Will

          b.   [ ] Will Not

     be allowed.

<PAGE>

9.01 INVESTMENT DECISIONS

     Investment decisions regarding the hypothetical amounts credited to a
     Participant's Account shall be made by: (select one)

     a.   [X] The Participant (or his Beneficiary)

     b.   [ ] The Employer

     Investment options are set forth in Appendix A.

<PAGE>

10.01 GRANTOR TRUST

     The Employer: (select one)

     a.   [ ] Does

     b.   [X] Does Not

     intend to establish a grantor trust in connection with the Plan, however it
     reserves the right to do so in its discretion.

<PAGE>

11.01 TERMINATION UPON CHANGE IN CONTROL

     The Plan Sponsor

     a.   [X] Reserves

     b.   [ ] Does Not Reserve

     the right to terminate the Plan and distribute all vested amounts credited
     to Participant Accounts upon a Change in Control as described in Section
     9.7.

11.02 CHANGE IN CONTROL

     A Change in Control for Plan purposes includes the following:

     [X]  A change in the ownership of the Employer

     [X]  A change in the effective control of the Employer

     [X]  A change in the ownership of a substantial portion of the assets of
          the Employer

<PAGE>

12.01 GOVERNING STATE LAW

     The laws of New York (insert name of state) shall apply in the
     administration of the Plan to the extent not preempted by ERISA.

<PAGE>

                                   APPENDIX A

                               INVESTMENT OPTIONS

INVESTMENT OPTIONS ARE THOSE THAT ARE AVAILABLE UNDER COMPANY'S 401(K) PLAN (THE
CA SAVINGS HARVEST PLAN, AS AMENDED FROM TIME TO TIME (THE "401(K) PLAN")),
EXCEPT FOR CA STOCK FUND. AS OF THE DATE HEREOF, THE INVESTMENT OPTIONS ARE
LISTED BELOW BUT WILL BE UPDATED FROM TIME TO TIME AS AND WHEN UPDATED FOR THE
401(K) PLAN.

<TABLE>
<CAPTION>
                  Fund Name                                   Fund Number
                  ---------                                   -----------
<S>                                            <C>
- Fidelity Puritan                             - Dodge & Cox Stock Fund
- Fidelity Magellan Fund                       - American Funds Growth Fund of America
- Fidelity Growth and Income Fund              - Hotchkis & Wiley Mid Cap Value-Class I
- Fidelity Intermediate Bond Fund              - Artisan Mid Cap Fund
- Fidelity Diversified International Fund      - American Beacon Small Cap Value- PA
- Fidelity Retirement Money Market Portfolio   - Fidelity Small Cap Stock
- Spartan US Equity Index Portfolio            -
                                               -
-                                              -
</TABLE>

Note: The Plan may not select a common/collective trust fund or a self-directed
      brokerage option as an investment option.

                                                                       June 2005
<PAGE>

                     COMPUTER ASSOCIATES INTERNATIONAL, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                                                       June 2005

<PAGE>

                                TABLE OF CONTENTS

PREAMBLE

<TABLE>
<S>                                                               <C>
ARTICLE 1 - GENERAL
1.1  Plan
1.2  Effective Dates
1.3  Grandfathering of Amounts Not Subject to Code Section 409A

ARTICLE 2 - DEFINITIONS
2.1  Account
2.2  Administrator
2.3  Adoption Agreement
2.4  Beneficiary
2.5  Board or Board of Directors
2.6  Bonus
2.7  Change in Control
2.8  Code
2.9  Compensation
2.10 Disabled
2.11 Eligible Employee
2.12 Employer
2.13 ERISA
2.14 Key Employee
2.15 Participant
2.16 Plan
2.17 Plan Sponsor
2.18 Plan Year
2.19 Related Employer
2.20 Retirement
2.21 Separation from Service
2.22 Unforeseeable Emergency
2.23 Valuation Date
2.24 Years of Service

ARTICLE 3 - PARTICIPATION
3.1  Participation
3.2  Termination of Participation
</TABLE>


                                       i
<PAGE>

<TABLE>
<S>                                                               <C>
ARTICLE 4 - PARTICIPANT CONTRIBUTIONS
4.1  Deferral Agreement
4.2  Amount of Deferral
4.3  Timing of Election to Defer
4.4  Election of Payment Schedule and Form of Payment

ARTICLE 5 - EMPLOYER CONTRIBUTIONS
5.1  Matching Contributions
5.2  Other Contributions

ARTICLE 6 - ACCOUNTS AND CREDITS
6.1  Establishment of Account
6.2  Credits to Account

ARTICLE 7 - INVESTMENT OF CONTRIBUTIONS
7.1  Investment Options
7.2  Adjustment of Accounts

ARTICLE 8 - RIGHT TO BENEFITS
8.1  Vesting
8.2  Death
8.3  Disability

ARTICLE 9 - DISTRIBUTION OF BENEFITS
9.1  Amount of Benefits
9.2  Method and Timing of Distributions
9.3  Unforeseeable Emergency
9.4  Termination Before Retirement
9.5  Cashouts of Amounts Not Exceeding Stated Limit
9.6  Key Employees
9.7  Change in Control
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                               <C>
ARTICLE 10 - AMENDMENT AND TERMINATION
10.1 Amendment by Employer
10.2 Retroactive Amendments
10.3 Plan Termination
10.4 Distribution Upon Termination of the Plan

ARTICLE 11 - THE TRUST
11.1 Establishment of Trust
11.2 Grantor Trust
11.3 Investment of Trust Funds

ARTICLE 12 - PLAN ADMINISTRATION
12.1 Powers and Responsibilities of the Administrator
12.2 Claims and Review Procedures
12.3 Plan Administrative Costs

ARTICLE 13 - MISCELLANEOUS
13.1 Unsecured General Creditor of the Employer
13.2 Employer's Liability
13.3 Limitation of Rights
13.4 Acceleration of Benefits
13.5 Facility of Payment
13.6 Notices
13.7 Tax Withholding
13.8 Indemnification
13.9 Governing Law
</TABLE>


                                      iii
<PAGE>

                                    PREAMBLE

The Computer Associates International, Inc. Executive Deferred Compensation Plan
is intended to promote the interests of the Plan Sponsor and its shareholders by
encouraging certain Eligible Employees to remain in the employ of the Plan
Sponsor and its subsidiaries by providing them with a means by which they may
request to defer receipt of a portion of their compensation.

<PAGE>

                               ARTICLE 1 - GENERAL

1.1  PLAN. The Plan will be referred to by the name specified in the Adoption
     Agreement.

1.2  EFFECTIVE DATES.

     (a)  Original Effective Date. The Original Effective Date is the date as of
          which the Plan was initially adopted.

     (b)  Amendment Effective Date. The Amendment Effective Date is the date
          specified in the Adoption Agreement as of which the Plan is amended
          and restated.

     (c)  Special Effective Date. A Special Effective Date may apply to any
          given provision if so specified in Appendix D. A Special Effective
          Date will control over the Original Effective Date or Amendment
          Effective Date, whichever is applicable, with respect to such
          provision of the Plan.

1.3  GRANDFATHERING OF AMOUNTS NOT SUBJECT TO CODE SECTION 409A

     If the Plan Sponsor has elected to treat amounts deferred before January 1,
     2005 that are earned and vested on December 31, 2004 as subject to the
     provisions of the Plan as in effect on December 31, 2004, such
     grandfathered amounts will be separately accounted for and administered in
     accordance with the terms of the Plan as in effect on such date, except as
     otherwise provided in this Plan document. A summary of the grandfathered
     provisions is set forth in Appendix B.


                                   Article 1-1

<PAGE>

                             ARTICLE 2 - DEFINITIONS

Pronouns used in the Plan are in the masculine gender but include the feminine
gender unless the context clearly indicates otherwise. Wherever used herein, the
following terms have the meanings set forth below, unless a different meaning is
clearly required by the context:

2.1  "ACCOUNT" means an account established for the purpose of recording amounts
     credited on behalf of a Participant and any income, expenses, gains, losses
     or distributions included thereon. The Account shall be a bookkeeping entry
     only and shall be utilized solely as a device for the measurement and
     determination of the amounts to be paid to a Participant pursuant to the
     Plan.

2.2  "ADMINISTRATOR" means the person or persons designated by the Employer in
     Section 1.05 of the Adoption Agreement to be responsible for the
     administration of the Plan. If no Administrator is designated in the
     Adoption Agreement, the Administrator is the Employer.

2.3  "ADOPTION AGREEMENT" means the agreement adopted by the Plan Sponsor that
     establishes the Plan.

2.4  "BENEFICIARY" means the persons, trusts, estates or other entitities
     entitled under Section 8.2 to receive benefits under the Plan upon the
     death of a Participant.

2.5  "BOARD" OR "BOARD OF DIRECTORS" means the Board of Directors of the Plan
     Sponsor.

2.6  "BONUS" means an amount of incentive remuneration payable by the Employer
     to a Participant.

2.7  "CHANGE IN CONTROL" means the occurrence of an event involving the Employer
     that is described in Section 9.7.

2.8  "CODE" means the Internal Revenue Code of 1986, as amended.

2.9  "COMPENSATION" means the total cash and non-cash remuneration provided to a
     Participant by the Employer for services rendered in respect of a Plan
     Year, whether or not includible in the gross income of the Participant for
     Federal income tax purposes, including bonuses but excluding reimbursements
     or other expense allowances, fringe benefits (cash and non-cash), moving
     expenses, deferred compensation and welfare benefits.


                                   Article 2-1

<PAGE>

2.10 "DISABLED" means a determination by the Administrator that the Participant
     is either (1) unable to engage in any substantial gainful activity by
     reason of any medically determinable physical or mental impairment which
     can be expected to result in death or can be expected to last for a
     continuous period of not less than 12 months, or (2) is, by reason of any
     medically determinable physical or mental impairment which can be expected
     to last for a continuous period of not less than twelve months, receiving
     income replacement benefits for a period of not less than three months
     under an accident and health plan covering employees of the Employer.

2.11 "ELIGIBLE EMPLOYEE" means an employee of the Employer who is determined by
     the Administrator to be a member of a select group of management or highly
     compensated employees within the meaning of Sections 201(2), 301(a)(3) and
     401(a)(1) of ERISA and who satisfies the requirements in Section 2.01 of
     the Adoption Agreement.

2.12 "EMPLOYER" means the Plan Sponsor and any other entity which is authorized
     by the Plan Sponsor to participate in and, in fact, does adopt the Plan.

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

2.14 "KEY EMPLOYEE" means a "specified employee" within the meaning of Section
     409A(a)(2)(B)(i) of the Code.

2.15 "PARTICIPANT" means an Eligible Employee who commences participation in the
     Plan in accordance with Article 3.

2.16 "PLAN" means the unfunded plan of deferred compensation set forth herein,
     including the Adoption Agreement and any trust agreement, as adopted by the
     Employer and as amended from time to time.

2.17 "PLAN SPONSOR" means the entity specified in the Adoption Agreement.

2.18 "PLAN YEAR" means the period specified in the Adoption Agreement.

2.19 "RELATED EMPLOYER" means the Employer and (a) any corporation that is a
     member of a controlled group of corporations as defined in Section 414(b)
     of the Code that includes the Employer, (b) any trade or business that is
     under common control as defined in Section 414(c) of the Code that includes
     the Employer, (c) any member of an affiliated service group as defined in
     Section 414(m) of the Code that includes the Employer, and (d) any entity
     required to be aggregated with the Employer by Section 414(o) of the Code.


                                   Article 2-2

<PAGE>

2.20 "RETIREMENT" has the meaning specified in 6.01f of the Adoption Agreement.

2.21 "SEPARATION FROM SERVICE" is a "separation of service" within the meaning
     of Section 409A of the Code.

2.22 "UNFORESEEABLE EMERGENCY" means a severe financial hardship of the
     Participant resulting from an illness or accident of the Participant, the
     Participant's spouse, or the Participant's dependent (as defined in Code
     Section 152(a)); loss of the Participant's property due to casualty; or
     other similar extraordinary and unforeseeable circumstances arising as a
     result of events beyond the control of the Participant.

2.23 "VALUATION DATE" means each business day of the Plan Year and such other
     date(s) as designated by the Plan Sponsor.

2.24 "YEARS OF SERVICE" means a one year period for which the Participant
     receives service credit in accordance with the provisions of Section 7.01d
     of the Adoption Agreement.


                                   Article 2-3

<PAGE>

                            ARTICLE 3 - PARTICIPATION

3.1  PARTICIPATION. The Participants in the Plan shall be those "management" or
     "highly compensated" employees of the Employer within the meaning of
     Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA who satisfy the
     requirements of Section 2.01 of the Adoption Agreement.

3.2  TERMINATION OF PARTICIPATION. A Participant's participation in the Plan
     shall cease upon the distribution to him of his vested Account or upon his
     death prior to such distribution. In addition, the Administrator may
     terminate a Participant's eligibility to participate in the Plan but any
     such termination at the direction of the Administrator shall not take
     effect until the first day of the next Plan Year.


                                   Article 3-1

<PAGE>

                      ARTICLE 4 - PARTICIPANT CONTRIBUTIONS

4.1  DEFERRAL AGREEMENT. Each Eligible Employee may elect to defer his
     Compensation within the meaning of Section 3.01 of the Adoption Agreement
     by executing in writing or electronically, a deferral agreement in
     accordance with rules and procedures established by the Administrator and
     the provisions of this Article 4.

     A new deferral agreement must be timely executed for each Plan Year for
     which the Eligible Employee desires to defer Compensation. An Eligible
     Employee who does not timely execute a deferral agreement shall be deemed
     to have elected zero deferrals of Compensation for such Plan Year.

     A deferral agreement may be changed or revoked during the period specified
     by the Administrator. A deferral agreement becomes irrevocable at the close
     of the specified period.

     An Eligible Employee must have an executed deferral agreement in effect for
     each year during which an Employer contribution pursuant to Article 5, if
     any, may be made on his behalf.

4.2  AMOUNT OF DEFERRAL. An Eligible Employee may elect to defer Compensation in
     any amount permitted by Section 4.01a of the Adoption Agreement.

4.3  TIMING OF ELECTION TO DEFER. Each Eligible Employee who desires to defer
     Compensation otherwise payable in respect of a Plan Year must execute a
     deferral agreement within the period preceding the Plan Year specified by
     the Administrator. Each Eligible Employee who desires to defer Compensation
     that is a Bonus must execute a deferral agreement within the period
     preceding the Plan Year during which the Bonus is earned that is specified
     by the Administrator, except that if the Bonus can be treated as
     performance based compensation as described in Code Section
     409A(a)(4)(B)(iii), the deferral agreement may be executed within the
     period specified by the Administrator, which period, in no event, shall end
     after the date which is six months prior to the end of the period during
     which the Bonus is earned.

     An employee who is classified or designated as an Eligible Employee during
     a Plan Year who is designated as eligible to participate during a Plan Year
     may elect to defer Compensation (as specified in Section 3.01 of the
     Adoption Agreement) otherwise earned in respect of the remainder of such
     Plan Year in accordance with the rules of this Section 4.3 by


                                   Article 4-1

<PAGE>

     executing a deferral agreement within the thirty (30) day period beginning
     on the date the employee is classified or designated as an Eligible
     Employee, if permitted by Section 2.01 of the Adoption Agreement.

4.4  ELECTION OF PAYMENT SCHEDULE AND FORM OF PAYMENT.

     At the time an Eligible Employee completes a deferral agreement, the
     Eligible Employee must elect a time and a form of payment for the
     Compensation subject to the deferral agreement from among the options the
     Administrator has made available for this purpose and which are specified
     in 6.01b of the Adoption Agreement.


                                   Article 4-2

<PAGE>

                       ARTICLE 5 - EMPLOYER CONTRIBUTIONS

5.1  MATCHING CONTRIBUTIONS. If specified in Section 5.01a of the Adoption
     Agreement, the Employer will credit the Participant's Account with a
     matching contribution determined in accordance with the formula specified
     therein. The matching contribution will be credited to the Participant's
     Account at the time specified therein.

5.2  OTHER CONTRIBUTIONS. If specified in Section 5.01b of the Adoption
     Agreement, the Employer will credit the Participant's Account with a
     contribution determined in accordance with the formula or method specified
     in Section 5.01b of the Adoption Agreement. The contribution will be
     credited to the Participant's Account at the time specified in Section
     5.01b(iii) of the Adoption Agreement.


                                   Article 5-1

<PAGE>

                        ARTICLE 6 - ACCOUNTS AND CREDITS

6.1  ESTABLISHMENT OF ACCOUNT. For accounting and computational purposes only,
     the Administrator will establish and maintain an Account for each
     Participant which will reflect the credits made pursuant to Section 6.2
     along with the earnings, expenses, gains and losses allocated thereto,
     attributable to the hypothetical investments made with the amounts in the
     Participant's Account as provided in Article 7. The Administrator will
     establish and maintain such other records and accounts, as it decides in
     its discretion to be reasonably required or appropriate to discharge its
     duties under the Plan.

6.2  CREDITS TO ACCOUNT. A Participant's Account will be credited for each Plan
     Year with the amount of his elective deferrals under Section 4.1 at the
     time the amount subject to the deferral election would otherwise have been
     payable to the Participant and the amount of Employer contributions made on
     his behalf under Article 5. Such amounts will be credited to the
     Participant's Account at the times specified, respectively, in Sections
     5.01a(iii) and 5.01b(iii) of the Adoption Agreement.


                                   Article 6-1

<PAGE>

                     ARTICLE 7 - INVESTMENT OF CONTRIBUTIONS

7.1  INVESTMENT OPTIONS. The amount in a Participant's Account shall be treated
     as invested in the investment options designated for this purpose by the
     Administrator and set forth in Appendix A to the Adoption Agreement.

7.2  ADJUSTMENT OF ACCOUNTS. The amount in a Participant's Account shall be
     adjusted for hypothetical investment earnings, expenses, gains or losses in
     an amount equal to the earnings, expenses, gains or losses attributable to
     the investment options selected by the party designated in Section 9.01 of
     the Adoption Agreement from among the investment options provided in
     Section 7.1. If permitted by Section 9.01 of the Adoption Agreement, a
     Participant may, in accordance with rules and procedures established by the
     Administrator, select the investments from among the options provided in
     Section 7.1 to be used for the purpose of calculating future hypothetical
     investment adjustments to the Participant's Account or to future credits to
     the Account under Section 6.2 effective as the Valuation Date coincident
     with or next following notice to the Administrator. The Account of each
     Participant shall be adjusted as of each Valuation Date to reflect: (a) the
     hypothetical earnings, expenses, gains and losses described above; (b)
     amounts credited pursuant to Section 6.2; and (c) payments. In addition,
     the Account of each Participant may be adjusted for its allocable share of
     the hypothetical costs and expenses associated with the maintenance of the
     hypothetical investments provided in Section 7.1.


                                   Article 7-1

<PAGE>

                          ARTICLE 8 - RIGHT TO BENEFITS

8.1  VESTING. A Participant, at all times, has a 100% nonforfeitable interest in
     the amounts credited to his Account attributable to his elective deferrals
     made in accordance with Section 4.1.

     A Participant's right to the amounts credited to his Account attributable
     to Employer contributions made in accordance with Article 5 shall be
     determined in accordance with the relevant schedule specified in Section
     7.01 of the Adoption Agreement.

8.2  DEATH. The balance or remaining balance credited to a Participant's vested
     Account shall be paid to his estate in a single lump sum payment as soon as
     practicable following the Participant's date of death.

8.3  DISABILITY. The balance or remaining balance credited to a Participant's
     vested Account shall be paid to the Participant in a single lump sum cash
     payment as soon as practicable following the date a Participant incurs a
     Disability as defined in Section 2.11, unless additional forms of payment
     have been made available for this purpose in Section 6.01b of the Adoption
     Agreement. If additional forms have been made available, payment shall be
     made at the time and in the form elected by the Participant in accordance
     with the provisions of articles 4 and 6. The Administrator, in its sole
     discretion, shall determine whether a Participant has experienced a
     disability for purposes of this Section 8.3.


                                   Article 8-1

<PAGE>

                      ARTICLE 9 - DISTRIBUTION OF BENEFITS

9.1  AMOUNT OF BENEFITS. The vested amount credited to a Participant's Account
     as determined under Articles 6, 7 and 8 shall determine and constitute the
     basis for the value of benefits payable to the Participant under the Plan.

9.2  METHOD AND TIMING OF DISTRIBUTIONS. Except as otherwise provided in this
     Article 9, distributions under the Plan shall be made at the time and in
     the manner specified by the Participant in accordance with the provisions
     of Article 4. If permitted by Section 6.01g of the Adoption Agreement, a
     Participant may elect, at least twelve months before a scheduled date of
     distribution, to delay the payment date for a minimum period of sixty
     months from the originally scheduled date of payment and such election may
     not take effect until at least 12 months after the date on which the
     election is made. The re-deferral election must be made in accordance with
     procedures and rules established by the Administrator. The Participant may,
     at the same time the date of payment is deferred, change the form of
     payment but such change in the form of payment may not affect an
     acceleration of payment.

9.3  UNFORESEEABLE EMERGENCY. If permitted by Section 8.01 of the Adoption
     Agreement, a Participant may request a distribution due to an Unforeseeable
     Emergency. The request must be in writing and must be submitted to the
     Administrator along with evidence that the circumstances constitute an
     Unforeseeable Emergency. The Administrator has the discretion to require
     whatever evidence it deems necessary to determine whether a distribution is
     warranted. Whether a Participant has incurred an Unforeseeable Emergency
     will be determined by the Administrator on the basis of the relevant facts
     and circumstances in its sole discretion, but, in no event, will an
     Unforeseeable Emergency be deemed to exist if the hardship can be relieved:
     (a) through reimbursement or compensation by insurance or otherwise, (b) by
     liquidation of the Participant's assets to the extent such liquidation
     would not itself cause severe financial hardship, or (c) by cessation of
     deferrals under the Plan. A distribution due to an Unforeseeable Emergency
     must be limited to the amount reasonably necessary to satisfy the emergency
     need and may include any amounts necessary to pay any federal, state or
     local income taxes reasonably anticipated to result from the distribution.
     The distribution will be made in the form of a single lump sum cash
     payment.


                                   Article 9-1

<PAGE>

9.4  TERMINATION BEFORE RETIREMENT. If the Employer has elected a Separation
     from Service override in accordance with Section 6.01d of the Adoption
     Agreement, the following provisions apply. Subject to the provisions in
     Section 9.6, a Participant who experiences a Separation from Service before
     Retirement for any reason other than death shall receive the vested amount
     credited to his Account in a single lump sum payment as soon as practicable
     following such termination or cessation of service regardless of whether
     the Participant had made different elections of time or form of payment as
     to the vested amounts credited to his Account or whether the Participant
     was receiving installment payouts at the time of such termination.

9.5  CASHOUTS OF AMOUNTS NOT EXCEEDING STATED LIMIT. If the vested amount
     credited to the Participant's Account does not exceed the limit established
     for this purpose by the Employer in Section 6.01e of the Adoption Agreement
     at the time he separates from service with the Employer for any reason, the
     Employer shall distribute such amount to the Participant in a single lump
     sum cash payment as soon as practicable following such termination
     regardless of whether the Participant had made different elections of time
     or form of payment as to the vested amount credited to his Account or
     whether the Participant was receiving installments at the time of such
     termination.

9.6  KEY EMPLOYEES. In no event shall a distribution made to a Key Employee from
     his Account by reason of his Separation from Service (other than as a
     result of such Key Employee's death or Disability) occur before the date
     which is six months after the date of such Separation from Service with the
     Employer except in the case of (i) any distribution that occurs in
     connection with a Change in Control pursuant to Section 10.3 of this Plan
     or (ii) a distribution on a "specified date", as elected by a Key Employee
     in accordance with Section 409A of the Code if specified in Section 6.01b
     of the Adoption Agreement.

9.7  CHANGE IN CONTROL. If the Employer has elected to permit distributions upon
     a Change in Control, the following provisions shall apply. A distribution
     made upon a Change in Control will be made in the form elected by the
     Participant in accordance with the procedures described in Article 4. A
     Change in Control will occur upon a change in the ownership of the
     Employer, a change in the effective control of the Employer or a change in
     the ownership of a substantial portion of the assets of the Employer. The
     Employer, for this purpose, includes any corporation identified in this
     Section 9.7.

     If a Participant continues to make deferrals in accordance with Article 4
     after he has received a distribution due to a Change in Control, the
     residual amount payable to the Participant shall be paid at the time and in


                                   Article 9-2

<PAGE>

     the form specified in the elections he makes in accordance with Article 4
     or upon his Death or Disability as provided in Article 8.

     Whether a Change in Control has occurred will be determined by the
     Administrator in accordance with the rules and definitions set forth in
     this Section 9.7. A distribution to the Participant will be treated as
     occurring upon a Change in Control if the Plan Sponsor terminates the Plan
     and distributes the Participant's benefits within twelve months of a Change
     in Control as provided in Section 10.3.

     a)   RELEVANT CORPORATIONS. To constitute a Change in Control for purposes
          of the Plan, the event must relate to (i) the corporation for whom the
          Participant is performing services at the time of the Change in
          Control, (ii) the corporation that is liable for the payment of the
          Participant's benefits under the Plan (or all corporations liable if
          more than one corporation is liable), or (iii) a corporation that is a
          majority shareholder of a corporation identified in (i) or (ii), or
          any corporation in a chain of corporations in which each corporation
          is a majority corporation of another corporation in the chain, ending
          in a corporation identified in (i) or (ii). A majority shareholder is
          defined as a shareholder owning more than fifty percent (50%) of the
          total fair market value and voting power of such corporation.

     b)   STOCK OWNERSHIP. Code Section 318(a) applies for purposes of
          determining stock ownership. Stock underlying a vested option is
          considered owned by the individual who owns the vested option (and the
          stock underlying an unvested option is not considered owned by the
          individual who holds the unvested option). If, however, a vested
          option is exercisable for stock that is not substantially vested (as
          defined by Treasury Regulation Section 1.83-3(b) and (j)) the stock
          underlying the option is not treated as owned by the individual who
          holds the option. Mutual and cooperative corporations are treated as
          having stock for purposes of this Section 9.7.

     c)   CHANGE IN THE OWNERSHIP OF A CORPORATION. A change in the ownership of
          a corporation occurs on the date that any one person or more than one
          person acting as a group, acquires ownership of stock of the
          corporation that, together with stock held by such person or group,
          constitutes more than fifty percent (50%) of the total fair market
          value or total voting power of the stock of such corporation. If any
          one person or more than one person acting as a proxy is considered to
          own more than fifty percent (50%) of the total fair market value or
          total voting power of the stock of a corporation, the acquisition of
          additional stock by the same person or persons is not considered to
          cause a change in the ownership of the corporation (or to cause a
          change in the effective control of the corporation as


                                   Article 9-3

<PAGE>

          discussed below in Section 9.7(d)). An increase in the percentage of
          stock owned by any one person, or persons acting as a group, as a
          result of a transaction in which the corporation acquires its stock in
          exchange for property will be treated as an acquisition of stock.
          Section 9.7(c) applies only when there is a transfer of stock of a
          corporation (or issuance of stock of a corporation) and stock in such
          corporation remains outstanding after the transaction. For purposes of
          this Section 9.7(c), persons will not be considered to be acting as a
          group solely because they purchase or own stock of the same
          corporation at the same time or as a result of a public offering.
          Persons will, however, be considered to be acting as a group if they
          are owners of a corporation that enters into a merger, consolidation,
          purchase or acquisition of stock, or similar business transaction with
          the corporation. If a person, including an entity, owns stock in both
          corporations that enter into a merger, consolidation, purchase or
          acquisition of stock, or similar transaction, such shareholder is
          considered to be acting as a group with other shareholders in a
          corporation prior to the transaction giving rise to the change and not
          with respect to the ownership interest in the other corporation.

     d)   CHANGE IN THE EFFECTIVE CONTROL OF A CORPORATION. A change in the
          effective control of a corporation occurs on the date that either (i)
          any one person, or more than one person acting as a group, acquires
          (or has acquired during the twelve month period ending on the date of
          the most recent acquisition by such person or persons) ownership of
          stock of the corporation possessing thirty-five (35%) or more of the
          total voting power of the stock of such corporation, or (ii) a
          majority of members of the corporation's board of directors is
          replaced during any twelve month period by directors whose appointment
          or election is not endorsed by a majority of the members of the
          corporation's board of directors prior to the date of the appointment
          or election, provided that for purposes of this paragraph (ii), the
          term corporation refers solely to the relevant corporation identified
          in Section 9.7(a) for which no other corporation is a majority
          shareholder for purposes of Section 9.7(a). In the absence of an event
          described in Section 9.7(d)(i) or (ii), a change in the effective
          control of a corporation will not have occurred. A change in effective
          control may also occur in any transaction in which either of the two
          corporations involved in the transaction has a change in the ownership
          of such corporation as described in Section 9.7(c) or a change in the
          ownership of a substantial portion of the assets of such corporation
          as described in Section 9.7(e). If any one person, or more than one
          person acting as a group, is considered to effectively control a
          corporation within the meaning of this Section 9.7(d), the acquisition
          of additional control of the corporation by the same person or persons
          is not considered to cause a change in the effective control of the
          corporation or to cause


                                   Article 9-4

<PAGE>

          a change in the ownership of the corporation within the meaning of
          Section 9.7(c). For purposes of this Section 9.7(d), persons will or
          will not be considered to be acting as a group in accordance with
          rules similar to those set forth in Section 9.7(c) with the following
          exception. If a person, including an entity, owns stock in both
          corporations that enter into a merger, consolidation, purchase or
          acquisition of stock, or similar transaction, such shareholder is
          considered to be acting as a group with other shareholders in a
          corporation only with respect to the ownership in that corporation
          prior to the transaction giving rise to the change and not with
          respect to the ownership interest in the other corporation.

     e)   CHANGE IN THE OWNERSHIP OF A SUBSTANTIAL PORTION OF A CORPORATION'S
          ASSETS. A change in the ownership of a substantial portion of a
          corporation's assets occurs on the date that any one person, or more
          than one person acting as a group (as determined in accordance with
          rules similar to those set forth in Section 9.7(d)), acquires (or has
          acquired during the twelve month period ending on the date of the most
          recent acquisition by such person or persons) assets from the
          corporation that have a total gross fair market value equal to or more
          than forty percent (40%) of the total gross fair market value of all
          of the assets of the corporation immediately prior to such acquisition
          or acquisitions. For this purpose, gross fair market value means the
          value of the assets of the corporation of the value of the assets
          being disposed of determined without regard to any liabilities
          associated with such assets. There is no Change in Control event under
          this Section 9.7(e) when there is a transfer to an entity that is
          controlled by the shareholders of the transferring corporation
          immediately after the transfer. A transfer of assets by a corporation
          is not treated as a change in ownership of such assets if the assets
          are transferred to (i) a shareholder of the corporation (immediately
          before the asset transfer) in exchange for or with respect to its
          stock, (ii) an entity, fifty percent (50%) or more of the total value
          or voting power of which is owned, directly or indirectly, by the
          corporation, (iii) a person, or more than one person acting as a
          group, that owns, directly or indirectly, fifty percent (50%) or more
          of the total value or voting power of all the outstanding stock of the
          corporation, or (iv) an entity, at least fifty (50%) of the total
          value or voting power of which is owned, directly or indirectly, by a
          person described in Section 9.7(e)(iii). For purposes of the
          foregoing, and except as otherwise provided, a person's status is
          determined immediately after the transfer of assets.


                                   Article 9-5

<PAGE>

                     ARTICLE 10 - AMENDMENT AND TERMINATION

10.1 AMENDMENT BY EMPLOYER. The Plan Sponsor reserves the right to amend the
     Plan (for itself and each Employer) through action of the Compensation and
     Human Resource Committee of the Board of Directors (the "Compensation
     Committee"). Each amendment shall be effective as determined by the
     Compensation Committee in its resolution. No amendment can directly or
     indirectly deprive any current or former Participant or Beneficiary of all
     or any portion of his Account which had accrued prior to the amendment.

10.2 RETROACTIVE AMENDMENTS. An amendment made by the Plan Sponsor in accordance
     with Section 10.1 may be made effective on a date prior to the first day of
     the Plan Year in which it is adopted if such amendment is necessary or
     appropriate to enable the Plan to satisfy the applicable requirements of
     the Code or ERISA or to conform the Plan to any change in federal law or to
     any regulations or ruling thereunder. Any retroactive amendment by the Plan
     Sponsor shall be subject to the provisions of Section 10.1.

10.3 PLAN TERMINATION. If specified in 11.01 of the Adoption Agreement, the Plan
     Sponsor reserves the right to terminate the Plan and distribute all amounts
     credited to all Participant Accounts as soon as administratively feasible,
     but in no event later than twelve months, following a Change in Control as
     determined in accordance with the rules set forth in Section 9.7. In
     addition, the Plan Sponsor reserves the right to terminate the Plan to the
     extent permitted by Code Section 409A, including a termination at any time
     with respect to any deferrals made after the effective date of such
     termination.

10.4 DISTRIBUTION UPON TERMINATION OF THE PLAN. Except as provided in Section
     10.3, the Plan may not be terminated before the date on which all amounts
     credited to all Participant Accounts have been distributed in accordance
     with Articles 8 and 9.


                                  Article 10-1

<PAGE>

                             ARTICLE 11 - THE TRUST

11.1 ESTABLISHMENT OF TRUST. The Plan Sponsor may but is not required to
     establish a trust to hold amounts to which the Employers may contribute
     from time to time to correspond to some or all amounts credited to
     Participants under Section 6.2. If the Plan Sponsor elects to establish a
     trust in accordance with Section 10.01 of the Adoption Agreement, the
     provisions of Sections 11.2 and 11.3 shall become operative.

11.2 GRANTOR TRUST. Any trust established by the Plan Sponsor shall be between
     the Plan Sponsor and a trustee pursuant to a separate written agreement
     under which assets are held, administered and managed, subject to the
     claims of the Employer's creditors in the event of the Employer's
     insolvency, until paid to the Participant and/or his Beneficiaries
     specified in the Plan. The trust is intended to be treated as a grantor
     trust under the Code, and the establishment of the trust shall not cause
     the Participant to realize current income on amounts contributed thereto.
     The Plan Sponsor must notify the trustee in the event of a lawsuit,
     bankruptcy or insolvency.

11.3 INVESTMENT OF TRUST FUNDS. Any amounts contributed to the trust shall be
     invested by the trustee in accordance with the provisions of the trust and
     the instructions of the Administrator. Trust investments need not reflect
     the hypothetical investments selected by Participants under Section 7.1 for
     the purpose of adjusting Accounts and the earnings or investment results of
     the trust shall not affect the hypothetical investment adjustments to
     Participant Accounts under the Plan.


                                  Article 11-1

<PAGE>

                        ARTICLE 12 - PLAN ADMINISTRATION

12.1 POWERS AND RESPONSIBILITIES OF THE ADMINISTRATOR. The Administrator has the
     full power and the full responsibility to administer the Plan in all of its
     details, subject, however, to the applicable requirements of ERISA. The
     Administrator's powers and responsibilities include, but are not limited
     to, the following:

     (a)  To make and enforce such rules and regulations as it deems necessary
          or proper for the efficient administration of the Plan;

     (b)  To interpret the Plan, its interpretation thereof in good faith to be
          final and conclusive on all persons claiming benefits under the Plan;

     (c)  To decide all questions concerning the Plan and the eligibility of any
          person to participate in the Plan;

     (d)  To administer the claims and review procedures specified in Section
          12.2;

     (e)  To compute the amount of benefits which will be payable to any
          Participant, former Participant or Beneficiary in accordance with the
          provisions of the Plan;

     (f)  To determine the person or persons to whom such benefits will be paid;

     (g)  To authorize the payment of benefits;

     (h)  To comply with the reporting and disclosure requirements of Part 1 of
          Subtitle B of Title I of ERISA;

     (i)  To appoint such agents, counsel, accountants, and consultants as may
          be required to assist in administering the Plan;

     (j)  By written instrument, to allocate and delegate its responsibilities,
          including the formation of an Administrative Committee to administer
          the Plan.


                                  Article 12-1

<PAGE>

12.2 CLAIMS AND REVIEW PROCEDURES.

     (a)  Claims Procedure. If any person believes he is being denied any rights
          or benefits under the Plan, such person may file a claim in writing
          with the Administrator. If any such claim is wholly or partially
          denied, the Administrator will notify such person of its decision in
          writing. Such notification will contain (i) specific reasons for the
          denial, (ii) specific reference to pertinent Plan provisions, (iii) a
          description of any additional material or information necessary for
          such person to perfect such claim and an explanation of why such
          material or information is necessary, and (iv) information as to the
          steps to be taken if the person wishes to submit a request for review.
          Such notification will be given within 90 days after the claim is
          received by the Administrator (or within 180 days, if special
          circumstances require an extension of time for processing the claim,
          and if written notice of such extension and circumstances is given to
          such person within the initial 90-day period). If such notification is
          not given within such period, the claim will be considered denied as
          of the last day of such period and such person may request a review of
          his claim.

     (b)  Review Procedure. Within 60 days after the date on which a person
          receives a written notification of denial of claim (or, if written
          notification is not provided, within 60 days of the date denial is
          considered to have occurred), such person (or his duly authorized
          representative) may (i) file a written request with the Administrator
          for a review of his denied claim and of pertinent documents and (ii)
          submit written issues and comments to the Administrator. The
          Administrator will notify such person of its decision in writing. Such
          notification will be written in a manner calculated to be understood
          by such person and will contain specific reasons for the decision as
          well as specific references to pertinent Plan provisions. The decision
          on review will be made within 60 days after the request for review is
          received by the Administrator (or within 120 days, if special
          circumstances require an extension of time for processing the request,
          such as an election by the Administrator to hold a hearing, and if
          written notice of such extension and circumstances is given to such
          person within the initial 60-day period). If the decision on review is
          not made within such period, the claim will be considered denied.


                                  Article 12-2

<PAGE>

12.3 PLAN ADMINISTRATIVE COSTS. All reasonable costs and expenses (including
     legal, accounting, and employee communication fees) incurred by the
     Administrator in administering the Plan shall be paid by the Employer.


                                  Article 12-3
<PAGE>


                           ARTICLE 13 - MISCELLANEOUS

13.1 UNSECURED GENERAL CREDITOR OF THE EMPLOYER. Participants and their
     Beneficiaries, heirs, successors and assigns shall have no legal or
     equitable rights, interests or claims in any property or assets of any
     Employer. For purposes of the payment of benefits under the Plan, any and
     all of the Employer's assets shall be, and shall remain, the general,
     unpledged, unrestricted assets of the Employer. Each Employer's obligation
     under the Plan shall be merely that of an unfunded and unsecured promise to
     pay money in the future.

13.2 EMPLOYER'S LIABILITY. Each Employer's liability for the payment of benefits
     under the Plan shall be defined only by the Plan and by the deferral
     agreements entered into between a Participant and the Employer. An Employer
     shall have no obligation or liability to a Participant under the Plan
     except as provided by the Plan and a deferral agreement or agreements. An
     Employer shall have no liability to Participants employed by other
     Employers.

13.3 LIMITATION OF RIGHTS. Neither the establishment of the Plan, nor any
     amendment thereof, nor the creation of any fund or account, nor the payment
     of any benefits, will be construed as giving to the Participant or any
     other person any legal or equitable right against the Employer or
     Administrator, except as provided herein; and in no event will the terms of
     employment or service of the Participant be modified or in any way affected
     hereby.

13.4 ACCELERATION OF BENEFITS. None of the benefits or rights of a Participant
     or any Beneficiary of a Participant shall be subject to the claim of any
     creditor. In particular, to the fullest extent permitted by law, all such
     benefits and rights shall be free from attachment, garnishment, or any
     other legal or equitable process available to any creditor of the
     Participant and his or her Beneficiary. Neither the Participant nor his or
     her Beneficiary shall have the right to alienate, anticipate, commute,
     pledge, encumber, or assign any of the payments which he or she may expect
     to receive, contingently or otherwise, under this Plan, except the right to
     designate a Beneficiary to receive death benefits provided hereunder. A
     distribution made to comply with Federal conflict of interest requirements
     shall be permitted, notwithstanding any elections made by the Participant
     to the contrary.

13.5 FACILITY OF PAYMENT. If the Administrator determines, on the basis of
     medical reports or other evidence satisfactory to the Administrator, that
     the recipient of any benefit payments under the Plan is incapable of
     handling his affairs by reason of minority, illness, infirmity or other
     incapacity, the Administrator may direct the Employer to disburse such
     payments to a person or institution designated by a court which has
     jurisdiction over such recipient or a person or institution otherwise
     having the legal authority under State law for the care and control of such
     recipient. The receipt by such person or institution of any such payments
     therefore, and any such payment to the extent thereof, shall discharge the
     liability of the Employer for the payment of benefits hereunder to such
     recipient.


                                  Article 13-1
<PAGE>

13.6 NOTICES. Any notice or other communication in connection with the Plan
     shall be deemed delivered in writing if addressed as provided below and if
     either actually delivered at said address or, in the case or a letter, 5
     business days shall have elapsed after the same shall have been deposited
     in the United States mails, first-class postage prepaid and registered or
     certified:

     (a)  If it is sent to the Employer or Administrator, it will be at the
          address specified by the Employer; or

     (b)  In each case at such address as the addressee shall have specified by
          written notice delivered in accordance with the foregoing to the
          addressor's then effective notice address.

13.7 TAX WITHHOLDING. The Employer shall have the right to deduct from all
     payments or deferrals made under the Plan any tax required by law to be
     withheld. If the Employer concludes that tax is owing with respect to any
     deferral or payment hereunder, the Employer shall withhold such amounts
     from any payments due the Participant, as permitted by law, or otherwise
     make appropriate arrangements with the Participant or his Beneficiary for
     satisfaction of such obligation. Tax, for purposes of this Section 13.7
     means any federal, state, local or any other governmental income tax,
     employment or payroll tax, excise tax, or any other tax or assessment owing
     with respect to amounts deferred, any earnings thereon, and any payments
     made to Participants under the Plan.

13.8 INDEMNIFICATION. Each Employer shall indemnify, to the full extent
     permitted by law, each employee, officer or director made or threatened to
     be made a party to any civil or criminal action or proceeding by reason of
     the fact that he, or his testator or intestate, is or was delegated duties,
     responsibilities, and authority with respect to the Plan.

13.9 GOVERNING LAW. The Plan shall be construed, administered and governed in
     all respects under and by the laws of the State of New York, without
     reference to the principles of conflicts of law (except if and to the
     extent preempted by applicable Federal law). It is the intent of the Plan
     Sponsor that this Plan be considered and interpreted in all respects as
     part of a bonus plan within the meaning of U. S. Department of Labor
     Regulation Section 2510.3-2(c) and not in any respect as an employee
     pension plan for purposes of ERISA. If and to the extent that any portion
     of this Plan shall be determined to be an employee pension benefit plan
     subject to ERISA, then such portion shall be considered a separate plan
     covering only those Participants as to whom this Plan is determined to be a
     pension plan. Such pension plan shall in all respects be considered and
     interpreted as a plan which is unfunded and maintained primarily for the
     purpose of providing deferred compensation for a select group of management
     or highly compensated employees and exempt from coverage of Parts 1, 2, 3
     and 4 of Subtitle B of Title I of ERISA to the maximum extent permissible
     under the provisions thereof. Further, it is the intent of the Plan Sponsor
     that this Plan be considered and interpreted in all respects as a
     nonqualified deferred compensation plan satisfying the requirements of
     Section 409A of the Code and deferring the recognition of income by
     Participants in respect of amounts credited to


                                  Article 13-2

<PAGE>

Participant Accounts until amounts are actually paid to them pursuant to the
Plan.


                                  Article 13-3