<PAGE>

                                                                   EXHIBIT 10.50


[EXCESS                           THE EXECUTIVE                            [EBS
LOGO]                                                                     LOGO]
                         NONQUALIFIED "EXCESS" PLAN(TM)

                               ADOPTION AGREEMENT

         THIS AGREEMENT is made the 1st day of December, 2002, by INTEGRITY
MEDIA, INC. (the "Employer"), having its principal office at 1000 CODY ROAD
SOUTH, MOBILE, AL 36695 and EXECUTIVE BENEFIT SERVICES, INC. (the "Sponsor"),
having its principal office at 434 Fayetteville Street, Suite 1160, Raleigh,
North Carolina 27601.

                                   WITNESSETH:

         WHEREAS, the Sponsor has established The Executive Nonqualified Excess
Plan(TM) (the "Plan"); and

         WHEREAS, the Employer desires to adopt the Plan as an unfunded,
nonqualified deferred compensation plan, for the benefit of the Employer's [x]
Employees and/or [ ] Independent Contractors;

         NOW, THEREFORE, the Employer hereby adopts the Plan in accordance with
the terms and conditions set forth in this Adoption Agreement:

                                    ARTICLE I

         Terms used in this Adoption Agreement shall have the same meaning as in
the Plan, unless some other meaning is expressly herein set forth. The Employer
hereby represents and warrants that the Plan has been adopted by the Employer
upon proper authorization and the Employer hereby elects to adopt the Plan for
the benefit of its Participants as referred to in the Plan. By the execution of
this Adoption Agreement, the Employer hereby agrees to be bound by the terms of
the Plan.

         This Adoption Agreement may only be used in connection with The
Executive Nonqualified Excess Plan. The Sponsor will inform the Employer of any
amendments to the Plan or of the discontinuance or abandonment of the Plan. For
questions concerning the Plan, the Employer may call the Sponsor at (919)
833-1042.

                                   ARTICLE II

         The Employer hereby makes the following designations or elections for
the purpose of the Plan [Section references below correspond to Section
references in the Plan]:

                                       (c) 2000 Executive Benefit Services, Inc.


                                       1
<PAGE>

         2.4      ADJUSTMENT DATE: The Deferred Compensation Account of
Participants shall be adjusted for the amount of any Salary Deferral Credits,
Employer Matching Credits and Employer Performance Incentive Credits to such
account on the last business day of each Plan Year and such other times as may
be designated below [check any additional desired Adjustment Dates]:

         ___      (a)      The last business day of each calendar quarter during
                           the Plan Year.

         ___      (b)      The last business day of each month during the Plan
                           Year.

         ___      (c)      The last business day of each payroll period during
                           the Plan Year.

         [XX]     (d)      Each day securities are traded on a national stock
                           exchange [WHEN RECEIVED BY EBS].

         ___      (e)      Other [specify]_____________________________________

                           ____________________________________________________

         2.9      COMPENSATION: The "Compensation" of a Participant shall mean
all of each Participant's [check desired option(s)]:

         [XX]     (a)      Compensation received as an Employee reportable in
                           box 1, Wages, Tips and other Compensation, on Form
                           W-2.

         ___      (b)      Annual base salary.

         ___      (c)      Annual bonus.

         ___      (d)      Long term incentive plan compensation.

         ___      (e)      Compensation received as an Independent Contractor
                           reportable on Form 1099.

         ___      (f)      Other [specify]:____________________________________

                           ____________________________________________________

Notwithstanding the foregoing, Compensation [X] SHALL [ ] SHALL NOT include
Salary Deferral Credits under this Plan and amounts contributed by the
Participant pursuant to a Salary Deferral Agreement to another employee benefit
plan of the Employer which are not includible in the gross income of the
Employee under Section 125, 402(e)(3), 402(h) or 403(b) of the Code.


                                       2
<PAGE>

         2.13     EFFECTIVE DATE: [check desired option]:

        [XX]      (a)      This is a newly-established Plan, and the Effective
                           Date of the Plan is DECEMBER 1, 2002.

         ___      (b)      This is an amendment and restatement of the Plan with
                           an original effective date of ________, and the
                           effective date of this amended and restated Plan is
                           ________________. This is amendment number _________.

         2.20     NORMAL RETIREMENT AGE: The Normal Retirement Age of a
Participant shall be [check desired option]:

        [XX]      (a)      Age 65.

         ___      (b)      The later of age ____ or the _________ anniversary of
                           the participation commencement date. The
                           participation commencement date is the first day of
                           the first Plan Year in which the Participant
                           commenced participation in the Plan.

         2.22     PARTICIPATING EMPLOYER(S): As of the Effective Date, the
following Participating Employer(s) are parties to the Plan [list all
employer-parties, including the Employer]:

<TABLE>
<CAPTION>
  NAME OF EMPLOYER                           ADDRESS                          TELEPHONE NO.                            EIN
---------------------                 --------------------                    --------------                         ----------
<S>                                   <C>                                     <C>                                   <C>
Integrity Media, Inc.                 1000 Cody Road South                    (251) 633-9000                         63-0952549
---------------------                 --------------------                    --------------                         ----------
                                        Mobile, AL 36695
                                      --------------------

---------------------                 --------------------                    --------------                         ----------

                                      --------------------

---------------------                 --------------------                    --------------                         ----------

                                      --------------------
</TABLE>

         2.23     PLAN: The name of the Plan as applied to the Employer is: THE
EXECUTIVE NONQUALIFIED EXCESS PLAN OF INTEGRITY MEDIA, INC.


                                       3
<PAGE>

         2.24     PLAN ADMINISTRATOR: The Plan Administrator shall be [check
desired option]:

         [XX]     (a)      Committee.

         ___      (b)      Employer.

         ___      (c)      Other (specify):__________________________________.


         2.25     PLAN YEAR: The Plan Year shall be the 12 consecutive calendar
month period ending on the last day of the month of December ___, and each
anniversary thereof.

         2.34     TRUST: [check desired option]:

         ___      (a)      The Employer DOES desire to establish a "rabbi" trust
                           for the purpose of setting aside assets of the
                           Employer contributed thereto for the payment of
                           benefits under the Plan.

                           If a trust is established and the value of the assets
                           of the trust exceed ____________% (INSERT DESIRED
                           PERCENTAGE GREATER THAN 100%) of the amount required
                           to pay benefits under the Plan, then the Trustee is
                           authorized to return such excess assets to the
                           Employer.

         [XX]     (b)      The Employer DOES NOT desire to establish a "rabbi"
                           trust for the purpose of setting aside assets of the
                           Employer contributed thereto for the payment of
                           benefits under the Plan.

         2.36     YEARS OF SERVICE: For vesting purposes, Years of Service of a
Participant shall be calculated from the date designated below [check desired
option]:

         [XX]     (a)      First Day of Service.

         ___      (b)      Effective Date of Plan Entry.

         ___      (c)      Each Contribution Date. Under this option (iii), each
                           Employer Matching Credit or Performance Incentive
                           Credit shall vest in accordance with the applicable
                           schedule selected in Section 7 of this Adoption
                           Agreement based on the Years of Service of a
                           Participant from the Adjustment Date on which each
                           Employer Matching Credit or Performance Incentive
                           Credit is credited to his or her Deferred
                           Compensation Account.


                                       4
<PAGE>

         3.1      SALARY DEFERRAL CREDITS: A Participant may elect to have his
Compensation (as selected in Section 2.9 of this Adoption Agreement) reduced by
the following percentage or amount per pay period, or for a specified pay period
or periods, as designated in writing to the Committee [check the applicable
options]:

         [XX]     (a)      Annual base salary:

                           [COMPLETE THE FOLLOWING BLANKS ONLY IF A MINIMUM OR
                           MAXIMUM DEFERRAL IS DESIRED]:

                           minimum deferral: $2,000.00 or ____________________%

                           maximum deferral: $____________ or 20%

         [XX]     (b)      Annual bonus:

                           [COMPLETE THE FOLLOWING BLANKS ONLY IF A MINIMUM OR
                           MAXIMUM DEFERRAL IS DESIRED]:

                           minimum deferral: $____________ or ________________%

                           maximum deferral: $____________ or 50%

         [XX]     (c)      Other [please specify type, as selected in Section
                           2.9 of this Adoption Agreement]: LONG-TERM INCENTIVE
                           BONUS

                           [COMPLETE THE FOLLOWING BLANKS ONLY IF A MINIMUM OR
                           MAXIMUM DEFERRAL IS DESIRED]:

                           minimum deferral: $____________ or ________________%

                           maximum deferral: $____________ or 50%

         ___      (d)      No Salary Deferral provision.

         3.1.3    TERMINATION OF SALARY DEFERRALS: A Participant may terminate
his Salary Deferral Agreement effective as of [check desired option]:

         ___      (a)      The first full payroll period commencing after the
                           date written notice of the termination is received by
                           the Committee.

         [XX]     (b)      The January 1 occurring after the date written notice
                           of the termination is received by the Committee.


                                       5
<PAGE>

         3.2      EMPLOYER MATCHING CREDITS: The Employer may make Matching
Credits to the Deferred Compensation Account of each Participant in an amount
determined as follows [check desired option(s)]:

         ___      (a)      _________% of the Participant's Salary Deferral
                           Credits.

         ___      (b)      _________% of the first _________% of the
                           Participant's Compensation which is elected as a
                           Salary Deferral Credit.

         ___      (c)      An amount determined each Plan Year by the Employer.

        [XX]      (d)      The Employer shall decide from year to year whether
                           Matching Credits will be made and shall notify
                           Participants annually of the manner in which Matching
                           Credits will be calculated for the subsequent year.

         ___      (e)      The Employer shall not match amounts provided above
                           in excess of $_____________________, or in excess of
                           ____________% of the Participant's Compensation per
                           Plan Year.

         ___      (f)      No Employer Matching Credits provision.

         3.3      EMPLOYER PERFORMANCE INCENTIVE CREDITS: The Employer may make
Performance Incentive Credits to the Deferred Compensation Account of each
Active Participant in an amount determined as follows:

         ___      (a)      Such amount out of the current or accumulated net
                           profit of the Employer for such year as the Employer
                           in its sole discretion shall determine.

         ___      (b)      Such amount as the Employer in its sole discretion
                           shall determine without regard to current or
                           accumulated net profit.

         ___      (c)      The Employer shall not make Performance Incentive
                           Credits in excess of $_____________, or in excess of
                           _________% of the Participant's Compensation per Plan
                           Year.

        [XX]      (d)      No Employer Performance Incentive Credits provision.


                                       6
<PAGE>

         4.1      DEATH OF A PARTICIPANT: If the Participant dies while in
Service, the Employer shall pay a benefit to the Beneficiary in an amount equal
to the accrued benefit of the Participant determined as of the date payments to
the Beneficiary commence, plus [check desired option]:

        [XX]      (a)      An amount to be determined by the Committee.

         ___      (b)      A lump sum of $_______________.

         ___      (c)      ______ times the annual base salary of the
                           Participant at his date of death.

         ___      (d)      Other [specify]:
                           __________________________________________.

         ___      (e)      No additional benefits.

         4.4.2    EARLY RETIREMENT: The Employer may elect to provide for Early
Retirement. If Early Retirement is permitted, it shall be subject to the
following eligibility requirements [check desired option]:

         ___      (a)      Completion of _______ Years of Service.

        [XX]      (b)      Attainment of age 55.

         ___      (c)      Completion of ______ Years of Service and attainment
                           of age _____.

         ___      (d)      No Early Retirement provisions.


                                       7
<PAGE>

         5.1      REGULAR IN-SERVICE WITHDRAWALS: [check desired option]:

         [XX]     (a)      The Employer DOES elect to permit regular in-service
                           withdrawals by a Participant from his Deferred
                           Compensation Account.

         ___      (b)      The Employer DOES NOT elect to permit regular
                           in-service withdrawals by a Participant from his
                           Deferred Compensation Account.

         5.3      "HAIRCUT" WITHDRAWALS: [check desired option]:

         ___      (a)      The Employer DOES elect to permit "haircut"
                           withdrawals by a Participant from his Deferred
                           Compensation Account.

                           Specify percentage (not less than 10%) of amount
                           withdrawn that shall be forfeited:________%

         [XX]     (b)      The Employer DOES NOT elect to permit "haircut"
                           withdrawals by a Participant from his Deferred
                           Compensation Account.

         5.4      COLLEGE EDUCATION WITHDRAWALS: [check desired option]:

         ___      (a)      The Employer DOES elect to permit college education
                           withdrawals by a Participant from his Deferred
                           Compensation Account.

         [XX]     (b)      The Employer DOES NOT elect to permit college
                           education withdrawals by a Participant from his
                           Deferred Compensation Account.


                                       8
<PAGE>

         6.1      PAYMENT OPTIONS: Any benefit payable under the Plan may be
made to the Participant or his Beneficiary (as applicable) in any of the
following payment forms, as selected by the Participant upon his entry into the
Plan [check desired option(s)]:

        [XX]      (a)      A lump sum in cash as soon as feasible following the
                           date Participant's service with the Employer
                           terminates for any reason (including Retirement,
                           Disability or death).

        [XX]      (b)      Approximately equal annual installments over a term
                           no longer than 20 years as elected by the Participant
                           upon his entry into the Plan.

                           Payment of the benefit shall commence as of the
                           following date [select desired option]:

                           ___      (i)      The first business day of the
                                             calendar year following the date
                                             Participant's service with the
                                             Employer terminates for any reason
                                             (including Retirement, Disability
                                             or death).

                          [XX]      (ii)     The first business day of the
                                             calendar quarter following the date
                                             Participant's service with the
                                             Employer terminates for any reason
                                             (including Retirement, Disability
                                             or death).

                           ___      (iii)    The first business day of the
                                             calendar month following the date
                                             Participant's service with the
                                             Employer terminates for any reason
                                             (including Retirement, Disability
                                             or death).

                           The payment of each annual installment shall be made
                           on the anniversary of the date selected for the
                           commencement of the installment payments in this
                           subsection (ii). The amount of the annual installment
                           shall be adjusted on each anniversary date of the
                           commencement of the installment payments for credits
                           or debits to the Participant's account pursuant to
                           Section 8 of the Plan. Such adjustment shall be made
                           by dividing the balance in the Deferred Compensation
                           Account on each such date (following adjustment on
                           such date) by the number of annual installments
                           remaining to be paid hereunder; provided that the
                           last annual installment due under the Plan shall be
                           the entire amount credited to the Participant's
                           account on the date of payment.

         ___      (c)      Other [specify]:____________________________________


                                       9
<PAGE>

         7.       VESTING:

         (a)      VESTING OF EMPLOYER MATCHING CREDITS: The nonforfeitable
                  percentage of each Participant in his Accrued Benefit
                  attributable to any applicable Employer Matching Credits shall
                  be as follows [check one]:

                           ___      (i)      Immediate 100% vesting.

                           ___      (ii)     100% vesting after ______ Years of
                                             Service.

                           ___      (iii)    100% vesting at age ______.

                          [XX]      (iv)     Number of Years         Vested
                                               of Service          Percentage
                                             ---------------       ----------
                                             Less than 1                 0%
                                                       1                20%
                                                       2                40%
                                                       3                60%
                                                       4                80%
                                                       5 or more        100%

                           ___      (v)      Number of Years         Vested
                                               of Service          Percentage
                                             ---------------       ----------
                                             Less than 3                 0%
                                                       3                20%
                                                       4                40%
                                                       5                60%
                                                       6                80%
                                                       7 or more        100%

                           ___      (vi)     Number of Years         Vested
                                               of Service          Percentage
                                             ---------------       ----------
                                             Less than 1                ___%
                                                       1                ___%
                                                       2                ___%
                                                       3                ___%
                                                       4                ___%
                                                       5                ___%
                                                       6                ___%
                                                       7                ___%
                                                       8                ___%
                                                       9                ___%
                                                       10 or more       ___%




                           ___      (vii)    Not applicable

In addition, the forfeitable percentage of each Participant in his Accrued
Benefit attributable to any applicable Employer Matching Credits [ x ] SHALL
[ ] SHALL NOT become 100% vested at the Death or Disability of the Participant.




                                       10
<PAGE>


         (b)      VESTING OF EMPLOYER PERFORMANCE INCENTIVE CREDITS: The
                  nonforfeitable percentage of each Participant in his Accrued
                  Benefit attributable to any applicable Employer Performance
                  Incentive Credits shall be as follows [check one]:




                           ___      (i)      Immediate 100% vesting.

                           ___      (ii)     100% vesting after ___ Years of
                                             Service.

                           ___      (iii)    100% vesting at age ___.

                           ___      (iv)     Number of Years         Vested
                                               of Service          Percentage
                                             ---------------       ----------
                                             Less than 1                 0%
                                                       1                20%
                                                       2                40%
                                                       3                60%
                                                       4                80%
                                                       5 or more        100%

                           ___      (v)      Number of Years         Vested
                                               of Service          Percentage
                                             ---------------       ----------
                                             Less than 3                 0%
                                                       3                20%
                                                       4                40%
                                                       5                60%
                                                       6                80%
                                                       7 or more       100%

                           ___      (vi)     Number of Years         Vested
                                               of Service          Percentage
                                             ---------------       ----------
                                             Less than 1                ___%
                                                       1                ___%
                                                       2                ___%
                                                       3                ___%
                                                       4                ___%
                                                       5                ___%
                                                       6                ___%
                                                       7                ___%
                                                       8                ___%
                                                       9                ___%
                                                       10 or more       ___%

                           XX       (vii)    Not applicable



In addition, the forfeitable percentage of each Participant in his Accrued
Benefit attributable to any applicable Employer Performance Incentive Credits
[ ] SHALL [ ] SHALL NOT become 100% vested at the Death or Disability of the
Participant.


                                       11
<PAGE>


         14.      AMENDMENT OR TERMINATION OF PLAN: [check or complete all that
                  apply]:

         ___      (a)      Notwithstanding any provision in this Adoption
                           Agreement or the Plan to the contrary, Section _____
                           of the Plan shall be amended to read as follows:

                           See attached Exhibit ______.

         XX       (b)      The Plan shall be terminated upon the occurrence of
                           one or more of the following events [check if
                           desired]:

                           ___      (i)        The amount of shareholders equity
                                               shown on the financial statements
                                               of the Employer for each of the
                                               two most recent fiscal years is
                                               less than $________.

                           ___      (ii)       The aggregate net loss (after
                                               tax) as reported on the financial
                                               statements of the Employer for
                                               the two most recent fiscal years
                                               is greater than $________.

                           XX       (iii)      There is a change of control of
                                               the Employer. For this purpose, a
                                               "change of control" shall be
                                               deemed to have occurred if: (A)
                                               any person other than an officer
                                               who is an employee of the
                                               Employer for at least one year
                                               preceding the change of control,
                                               acquires or becomes the
                                               beneficial owner, directly or
                                               indirectly, of securities of the
                                               Employer representing 30% or more
                                               of the combined voting power of
                                               the Employer's then outstanding
                                               securities and thereafter, the
                                               membership of the Board becomes
                                               such that a majority are persons
                                               who were not members of the Board
                                               at the time of the acquisition of
                                               securities; or (B) the Employer,
                                               or its assets, are acquired by or
                                               combined with another entity and
                                               less than a majority of the
                                               outstanding voting shares of such
                                               entity after the acquisition or
                                               combination are owned,
                                               immediately after the acquisition
                                               or combination, by the owners of
                                               voting shares of the Employer
                                               immediately prior to the
                                               acquisition or combination.

                           ___      (iv)       Other [specify]:

                           -----------------------------------------------------
                           -----------------------------------------------------
                           -----------------------------------------------------


         17.9     CONSTRUCTION: The provisions of the Plan and Trust (if any)
shall be construed and enforced according to the laws of the State of ALABAMA,
except to the extent that such laws are superseded by ERISA.



                                       12
<PAGE>


         IN WITNESS WHEREOF, this Agreement has been executed as of the day and
year first above stated.


                                        INTEGRITY MEDIA, INC.
                                        ----------------------------------------
                                        Name of Employer


                                        By:   /s/ Donald S. Ellington
                                        ----------------------------------------
                                              Authorized Person



NOTE: EXECUTION OF THIS ADOPTION AGREEMENT CREATES A LEGAL LIABILITY OF THE
EMPLOYER WITH SIGNIFICANT TAX CONSEQUENCES TO THE EMPLOYER AND PARTICIPANTS. THE
EMPLOYER SHOULD OBTAIN LEGAL AND TAX ADVICE FROM ITS PROFESSIONAL ADVISORS
BEFORE ADOPTING THE PLAN. THE SPONSOR DISCLAIMS ALL LIABILITY FOR THE LEGAL AND
TAX CONSEQUENCES WHICH RESULT FROM THE ELECTIONS MADE BY THE EMPLOYER IN THIS
ADOPTION AGREEMENT.



                                       13
<PAGE>


[EXCESS LOGO]



                                  THE EXECUTIVE

                         NONQUALIFIED "EXCESS" PLAN(TM)

                                  Plan Document





                                                                      [EBS LOGO]


<PAGE>


                                TABLE OF CONTENTS

                     THE EXECUTIVE NONQUALIFIED EXCESS PLAN

                                                                  Page
                                                                  ----
Section 1.  Purpose ..........................................      1

Section 2.  Definitions ......................................      1
    2.1   "Accrued Benefit" ..................................      1
    2.2   "Active Participant" ...............................      1
    2.3   "Adoption Agreement" ...............................      1
    2.4   "Adjustment Date" ..................................      1
    2.5   "Beneficiary" ......................................      2
    2.6   "Board" ............................................      2
    2.7   "College Education Account" ........................      2
    2.8   "Committee" ........................................      2
    2.9   "Compensation" .....................................      2
    2.10  "Deferred Compensation Account" ....................      2
    2.11  "Dependent Subaccount" .............................      2
    2.12  "Disability" .......................................      2
    2.13  "Effective Date" ...................................      3
    2.14  "Eligible Dependent" ...............................      3
    2.15  "Employee" .........................................      3
    2.16  "Employer" .........................................      3
    2.17  "Employer Matching Credits" ........................      3
    2.18  "Employer Performance Incentive Credits" ...........      3
    2.19  "Independent Contractor" ...........................      3
    2.20  "Normal Retirement Age" ............................      4
    2.21  "Participant" ......................................      4
    2.22  "Participating Employer" ...........................      4
    2.23  "Plan" .............................................      4
    2.24  "Plan Administrator" ...............................      4
    2.25  "Plan Year" ........................................      4
    2.26  "Qualified Distribution Event" .....................      5
    2.27  "Regular In-Service Withdrawals Account" ...........      5
    2.28  "Retire" of "Retirement" ...........................      5
    2.29  "Salary Deferral Agreement" ........................      5
    2.30  "Salary Deferral Credits" ..........................      5
    2.31  "Service" ..........................................      5
    2.32  "Sponsor" ..........................................      5
    2.33  "Spouse" or "Surviving Spouse" .....................      5
    2.34  "Trust" ............................................      5
    2.35  "Trustee" ..........................................      5
    2.36  "Years of Service" .................................      5



Section 3.  Credits to Deferred Compensation Account .........      6



<PAGE>


    3.1   Salary Deferral Credits ............................      6
    3.2   Employer Matching Credits ..........................      7
    3.3   Employer Performance Incentive Credits .............      7

Section 4.  Qualifying Distribution Events ...................      7
    4.1   Death of a Participant .............................      7
    4.2   Disability .........................................      7
    4.3   Termination of Service .............................      7
    4.4   Retirement .........................................      8

Section 5.  In-Service Withdrawals ...........................      8
    5.1   Regular In-Service Withdrawals .....................      8
    5.2   Financial Hardship Withdrawals .....................      9
    5.3   "Haircut" Withdrawals ..............................     10
    5.4   College Education Withdrawals ......................     10

Section 6.  Qualified Distribution Events Payment Options ....     11
    6.1   Payment Options ....................................     12
    6.2   Prepayment .........................................     12
    6.3   Benefit Exchange ...................................     12

Section 7.  Vesting ..........................................     13

Section 8.  Account; Deemed Investment; Adjustment of Accounts     13
    8.1   Account ............................................     13
    8.2   Deemed Investments .................................     13
    8.3   Adjustments to Deferred Compensation Accounts ......     13

Section 9.  Administration by Committee ......................     14
    9.1   Membership of Committee ............................     14
    9.2   Committee officers; Subcommittee ...................     14
    9.3   Committee meetings .................................     14
    9.4   Transaction of business ............................     15
    9.5   Committee records ..................................     15
    9.6   Establishment of rules .............................     15
    9.7   Conflicts of interest ..............................     15
    9.8   Correction of errors ...............................     15
    9.9   Authority to interpret Plan ........................     15
    9.10  Third party advisors ...............................     16
    9.11  Compensation of members ............................     16
    9.12  Expense reimbursement ..............................     16
    9.13  Indemnification ....................................     16

Section 10.  Contractual Liability; Trust ....................     17
   10.1   Contractual Liability ..............................     17
   10.2   Trust ..............................................     17

Section 11.  Allocation of Responsibilities ..................     17


<PAGE>



   11.1   Board ..............................................     17
   11.2   Committee ..........................................     17
   11.3   Plan Administrator .................................     18

Section 12.  Benefits Not Assignable; Facility of Payments ...     18
   12.1   Benefits not assignable ............................     18
   12.2   Payments to minors and others ......................     18

Section 13.  Beneficiary .....................................     19
Section 14.  Amendment and Termination of Plan ...............     19
Section 15.  Communication to Participants ...................     20
Section 16.  Claims Procedure ................................     20
   16.1   Filing of a claim for benefits .....................     20
   16.2   Notification to claimant of decision ...............     20
   16.3   Procedure for review ...............................     21
   16.4   Decision on review .................................     21
   16.5   Action by authorized representative of claimant ....     21

Section 17.  Miscellaneous Provisions ........................     22
   17.1   Set off ............................................     22
   17.2   Notices ............................................     22
   17.3   Lost distributees ..................................     22
   17.4   Reliance on data ...................................     22
   17.5   Receipt and release for payments ...................     23
   17.6   Headings ...........................................     23
   17.7   Continuation of employment .........................     23
   17.8   Merger or consolidation ............................     23
   17.9   Construction .......................................     23

<PAGE>
[EXCESS LOGO]


                                 THE EXECUTIVE
                         NONQUALIFIED "EXCESS" PLAN(TM)

         SECTION 1.     PURPOSE:

         By execution of the Adoption Agreement, the Employer has adopted the
Plan set forth herein to provide a means by which certain management Employees
and Independent Contractors of the Employer may elect to defer receipt of
current Compensation from the Employer in order to provide Retirement and other
benefits on behalf of such Employees and Independent Contractors. The Plan is
not intended to be a tax-qualified retirement plan under Section 401(a) of the
Internal Revenue Code (the "Code"). The Plan is intended to be an unfunded plan
maintained primarily for the purpose of providing deferred compensation benefits
for a select group of management or highly compensated Employees under Sections
201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act
of 1974.

         SECTION 2.     DEFINITIONS:

         As used in the Plan, including this Section 2, references to one gender
shall include the other and, unless otherwise indicated by the context:

         2.1      "ACCRUED BENEFIT" shall mean, with respect to each
Participant, the balance credited to his Deferred Compensation Account.

         2.2      "ACTIVE PARTICIPANT" shall mean, with respect to any day or
date, a Participant who is in Service on such day or date; provided, that a
Participant who is in Service shall cease to be an Active Participant
immediately upon a determination by the Committee that the Participant has
ceased to be an Employee or Independent Contractor.

         2.3      "ADOPTION AGREEMENT" shall mean the written agreement pursuant
to which the Employer adopts the Plan. The Adoption Agreement is a part of the
Plan as applied to the Employer.

         2.4      "ADJUSTMENT DATE" shall mean the date designated in the
Adoption Agreement for crediting the amount of any Salary Deferral Credits,
Employer Matching Credits and Employer Performance Incentive Credits to each
Deferred Compensation Account.


                                       1
<PAGE>

         2.5      "BENEFICIARY" shall mean the person, persons, entity or
entities designated or determined pursuant to the provisions of Section 13 of
the Plan.

         2.6      "BOARD" shall mean the Board of Directors of the Employer, if
the Employer is a corporation. If the Employer is not a corporation, "Board"
shall mean the Employer.

         2.7      "COLLEGE EDUCATION ACCOUNT" shall mean the separate account to
be kept for each Participant and to be divided into one or more Dependent
Subaccounts, as described in Section 5.4.

         2.8      "COMMITTEE" shall mean the administrative committee provided
for in Section 9.

         2.9      "COMPENSATION" shall have the meaning designated in the
Adoption Agreement.

         2.10     "DEFERRED COMPENSATION ACCOUNT" shall mean the separate
account to be kept for each Participant, as described in Sections 3 and 8. To
the extent applicable, the Deferred Compensation Account may be credited with
Salary Deferral Credits, Employer Matching Credits and Employer Performance
Incentive Credits.

         2.11     "DEPENDENT SUBACCOUNT" shall mean each separate subaccount to
be kept for each Participant as part of his College Education Account, as
described in Section 5.4. To the extent applicable, each Dependent Subaccount
may be credited with Salary Deferral Credits, Employer Matching Credits, and
Employer Performance Incentive Credits.

         2.12     "DISABILITY" shall mean the inability of a Participant to
perform his regular duties with the Employer or any other duties which the
Employer is willing to assign to him by reason of any medically determinable
physical or mental impairment that can be expected to result in death or to be
of long continued or indefinite duration. The determination of the existence or
nonexistence of Disability shall be made by the Committee in a nondiscriminatory
manner pursuant to an examination by a medical doctor selected or approved by
the Committee.


                                       2

<PAGE>
         2.13     "EFFECTIVE DATE" shall be the date designated in the Adoption
Agreement as of which the Plan first becomes effective.

         2.14     "ELIGIBLE DEPENDENT" shall mean any child (including any
legally adopted child) of a Participant who has not attained age 18 and who the
Participant designates as an Eligible Dependent in his Salary Deferral
Agreement; provided, however, that the Committee in its discretion may approve
the designation of an individual other than the child of a Participant as an
Eligible Dependent.

         2.15     "EMPLOYEE" shall mean an individual in the Service of the
Employer if the relationship between the individual and the Employer is the
legal relationship of employer and employee and if the individual is a highly
compensated or management employee of the Employer. An individual shall cease
to be an Employee upon the first to occur of the following: (i) the Employee's
termination of Service; or (ii) a determination by the Committee that the
Employee no longer meets the eligibility requirements for participation in the
Plan.

         2.16     "EMPLOYER" shall mean the Employer identified in the Adoption
Agreement, and any Participating Employer which adopts this Plan. The Employer
may be a corporation, a partnership or sole proprietorship. All references
herein to the Employer shall be applied separately to each such Employer as if
the Plan were solely the Plan of that Employer.

         2.17     "EMPLOYER MATCHING CREDITS" shall mean the amounts credited
to the Participant's Deferred Compensation Account by the Employer pursuant to
the provisions of Section 3.2.

         2.18     "EMPLOYER PERFORMANCE INCENTIVE CREDITS" shall mean the
amounts credited to the Participant's Deferred Compensation Account by the
Employer pursuant to the provisions of Section 3.3.

         2.19     "INDEPENDENT CONTRACTOR" shall mean an individual in the
Service of the Employer if the relationship between the individual and the
Employer is not the legal relationship of employer and employee. An individual
shall cease to be an Independent


                                       3

<PAGE>

Contractor upon the termination of the Independent Contractor's Service. An
Independent Contractor shall include a director of the Employer who is not an
Employee.

         2.20     "NORMAL RETIREMENT Age" of a Participant shall mean the age
designated in the Adoption Agreement. The "Normal Retirement Date" of a
Participant shall mean the date the Participant attains his Normal Retirement
Age.

         2.21     "PARTICIPANT" shall mean with respect to any Plan Year an
Employee or Independent Contractor who has been designated by the Committee as
a Participant and who has entered the Plan or who has an Accrued Benefit under
the Plan. An Employee or Independent Contractor designated by the Committee as
a Participant who has not otherwise entered the Plan shall enter the Plan and
become a Participant as of the date determined by the Committee. A Participant
who separates from Service with the Employer and who later returns to Service
will not be eligible to defer Compensation under the Plan except upon
satisfaction of such terms and conditions as the Committee shall establish upon
the Participant's return to Service, whether or not the Participant shall have
an Accrued Benefit remaining under the Plan on the date of his return to
Service.

         2.22     "PARTICIPATING EMPLOYER" shall mean any trade or business
(whether or not incorporated) which adopts this Plan with the consent of the
Employer identified in the Adoption Agreement.

         2.23     "PLAN" shall mean The Executive Nonqualified Excess Plan, as
herein set out or as duly amended. The name of the Plan as applied to the
Employer shall be designated in the Adoption Agreement.

         2.24     "PLAN ADMINISTRATOR" shall mean the person designated in the
Adoption Agreement. If the Plan Administrator designated in the Adoption
Agreement is unable to serve, the Employer shall be the Plan Administrator.

         2.25     "PLAN YEAR" shall mean the twelve-month period ending on the
last day of the month designated in the Adoption Agreement.


                                       4
<PAGE>

         2.26     "QUALIFYING DISTRIBUTION EVENT" shall mean the Participant's
Retirement or the termination of Participant's Service with the Employer for
any reason, including as a result of his death or Disability.

         2.27     "REGULAR IN-SERVICE WITHDRAWALS ACCOUNT" shall mean the
separate account to be kept for each Participant, as described in Section 5.1.
To the extent applicable, the Regular In-Service Withdrawals Account may be
credited with Salary Deferral Credits.

         2.28     "RETIRE" OR "RETIREMENT" shall mean Retirement within the
meaning of Section 4.4.

         2.29     "SALARY DEFERRAL AGREEMENT" shall mean a written agreement
entered into between a Participant and the Employer pursuant to the provisions
of Section 3.

         2.30     "SALARY DEFERRAL CREDITS" shall mean the amounts credited to
the Participant's Deferred Compensation Account by the Employer pursuant to the
provisions of Section 3.

         2.31     "SERVICE" shall mean employment by the Employer as an
Employee. If the Participant is an Independent Contractor, "Service" shall mean
the period during which the contractual relationship exists between the
Employer and the Participant.

         2.32     "SPONSOR" shall mean Executive Benefit Services, Inc.

         2.33     "SPOUSE" or "SURVIVING SPOUSE" shall mean, except as
otherwise provided in the Plan, the legally married spouse or surviving spouse
of a Participant.

         2.34     "TRUST" shall mean the trust fund established pursuant to
Section 10.2, if designated by the Employer in the Adoption Agreement.

         2.35     "TRUSTEE" shall mean the trustee, if any, named in the
agreement establishing the Trust and such successor or additional trustee as
may be named pursuant to the terms of the agreement establishing the Trust.

         2.36     "YEARS OF SERVICE" shall mean each Plan Year of Service
completed by the Participant. For vesting purposes, Years of Service shall be
calculated from the date designated in the Adoption Agreement.


                                       5
<PAGE>

         SECTION 3.        CREDITS TO DEFERRED COMPENSATION ACCOUNT:

         3.1      SALARY DEFERRAL CREDITS: To the extent provided in the
Adoption Agreement, each Active Participant may elect, by entering into a
Salary Deferral Agreement with the Employer, to reduce his Compensation from
the Employer by a dollar amount or percentage specified in the Salary Deferral
Agreement. The amount of the Participant's Salary Reduction Credit shall be
credited by the Employer to the Deferred Compensation Account maintained for
the Participant pursuant to Section 8. The following special provisions shall
apply with respect to the Salary Deferral Credits of a Participant:

         3.1.1 The Employer shall credit to the Participant's Deferred
    Compensation Account on each Adjustment Date an amount equal to
    the total Salary Reduction Credit for the period ending on such
    Adjustment Date.

         3.1.2 An election pursuant to Section 3.1 shall be made by
    the Participant by executing and delivering a Salary Deferral
    Agreement to the Committee. The Salary Deferral Agreement shall
    become effective with respect to such Participant as of the first
    full payroll period commencing on or immediately following the
    January 1 which occurs after the date such Salary Deferral
    Agreement is received by the Committee; provided, that a
    Participant who first becomes a Participant in the Plan during a
    Plan Year may enter into a Salary Deferral Agreement to be
    effective as of the first payroll period next following the date
    he enters the Plan. A Participant's election shall continue in
    effect, unless earlier modified by the Participant, until the
    Service of the Participant is terminated, or, if earlier, until
    the Participant ceases to be an Active Participant under the
    Plan.

         3.1.3 A Participant may unilaterally modify a Salary Deferral
    Agreement (either to increase or decrease the portion of his
    future Compensation which is subject to salary deferral within
    the percentage limits set forth in Section 3.1) by providing a
    written modification of the Salary Deferral Agreement to the
    Employer. The modification shall become effective as of the first
    full payroll period commencing on or immediately following the
    January 1 which occurs after the date such written modification
    is received by the Committee. The Participant may terminate the
    Salary Deferral Agreement effective as of the date designated in
    the Adoption Agreement.

         3.1.4 The Committee may from time to time establish policies
    or rules governing the manner in which Salary Deferral Credits
    may be made.


                                  6
<PAGE>

         3.2      EMPLOYER MATCHING CREDITS: If designated by the Employer in
the Adoption Agreement, as of each Adjustment Date, the Employer shall cause
the Committee to credit to the Deferred Compensation Account of each
Participant an Employer matching credit in accordance with the Adoption
Agreement.

         3.3      EMPLOYER PERFORMANCE INCENTIVE CREDITS: If designated by the
Employer in the Adoption Agreement, the Employer may credit to the Plan for
such Plan Year any amount as the Board in its discretion shall determine. The
Committee shall have the discretion to credit to the Deferred Compensation
Account of each Active Participant an amount of the Employer Performance
Incentive Credit for the Plan Year as directed by the Employer.

         SECTION 4.        QUALIFYING DISTRIBUTION EVENTS;

         4.1      DEATH OF A PARTICIPANT: If a Participant dies while in
Service, the Employer shall pay a benefit to the Participant's Beneficiary in
the amount designated in the Adoption Agreement. Payment of such benefit shall
be made by the Employer pursuant to Section 6. If a Participant dies following
his Retirement or termination of Service for any reason, including Disability,
and before all payments to him under the Plan have been made, the balance of
the Participant's vested Accrued Benefit shall be paid by the Employer to the
Participant's Beneficiary pursuant to Section 6, and such balance shall be
determined as of the commencement date of the payments.

         4.2      DISABILITY: If a Participant suffers a Disability while in
Service prior to his Normal Retirement Date, he shall terminate Service with
the Employer as of the date of the establishment of his Disability, whereupon
he shall commence receiving payment of his vested Accrued Benefit, determined
as of the commencement date of the payments. Such benefit shall be paid by the
Employer as provided in Section 6.

         4.3      TERMINATION OF SERVICE: If the Service of a Participant with
the Employer shall be terminated for any reason other than Retirement,
Disability or death, his vested Accrued Benefit shall be paid to him by the
Employer as provided in Section 6, and such


                                       7
<PAGE>

Accrued Benefit shall be determined as of the commencement date of the
payments. If a Participant's Accrued Benefit is not fully vested at his
termination of employment, he shall forfeit that portion of his Accrued Benefit
that is not fully vested. If he subsequently returns to Service with the
Employer, he shall be treated as a new Participant for purposes of determining
the vested portion of his Accrued Benefit.

         4.4      RETIREMENT:

         4.4.1 NORMAL RETIREMENT: A Participant who is in Service
    shall be eligible to Retire from Service at his Normal Retirement
    Date and commence receiving payment of his Accrued Benefit,
    determined as of the commencement date of the payments. Payment
    of such benefit shall be made by the Employer pursuant to Section
    6.

         4.4.2 EARLY RETIREMENT: If so designated by the Employer in
    the Adoption Agreement, and subject to the requirements for early
    retirement set forth therein, a Participant may elect early
    retirement effective on any date prior to his Normal Retirement
    Date by filing 30 days' written notice with the Committee before
    such date. The Participant shall commence receiving payment of
    his Accrued Benefit determined as of the commencement date of the
    payments. Such benefit shall be paid by the Employer as provided
    in Section 6.

         4.4.3 DELAYED RETIREMENT: If a Participant shall remain in
    Service following his Normal Retirement Date, his Retirement date
    shall be the date he actually terminates Service for reasons
    other than death or Disability, whereupon he shall commence
    receiving payment of his Accrued Benefit, determined as of the
    commencement date of the payments. Payment of such benefit shall
    be made by the Employer pursuant to Section 6. During the period
    that such Participant remains in Service pursuant to this Section
    4.4.3, he shall continue to be a Participant for each Plan Year
    in which he meets the requirements therefor. If an Employee or
    Independent Contractor not otherwise a Participant becomes
    eligible to enter the Plan following his Normal Retirement Date,
    the provisions of this Section 4.4.3 shall apply in determining
    his Retirement date.

         SECTION 5.        IN-SERVICE WITHDRAWALS;

         5.1      REGULAR IN-SERVICE WITHDRAWALS: If the Employer designates in
the Adoption Agreement that regular in-service withdrawals shall be permitted
under the Plan, a Participant may make an irrevocable election in the Salary
Deferral Agreement to withdraw a


                                       8
<PAGE>

designated amount from his Deferred Compensation Account at the specified time
or times designated by the Participant in the Salary Deferral Agreement, and
the Participant's Regular In-Service Withdrawals Account shall be credited in
an amount equal to the amount so designated for regular in-service withdrawals.
The following special provisions shall apply with respect to the regular
in-service withdrawals:

         5.1.1 The Regular In-Service Withdrawals Account shall be
    established, adjusted for payments, credited with Salary Deferral
    Credits, Employer Matching Credits, and Employer Performance
    Incentive Credits, and credited or debited for deemed investment
    gains or losses in the same manner and at the same time as such
    adjustments are made to the Deferred Compensation Account under
    Section 8 and in accordance with the rules and elections in
    effect under Section 8.

         5.1.2 Notwithstanding any provision in this Section 5 to the
    contrary, if Participant incurs a Qualifying Distribution Event
    prior to the date on which the entire balance of his Regular
    In-Service Withdrawals Account has been distributed to him, then
    the balance in the Regular In-Service Withdrawals Account on the
    date of the Qualifying Distribution Event shall be combined with
    the Participant's Deferred Compensation Account and distributed
    to him in the same manner and at the same time as his Deferred
    Compensation Account is distributed to him under Section 6 and in
    accordance with the rules and elections in effect under Section
    6.

         5.2      FINANCIAL HARDSHIP WITHDRAWALS: A distribution of the
Deferred Compensation Account may be made to a Participant on account of
financial hardship, subject to the following provisions:

         5.2.1 A Participant may, at any time prior to his Retirement
    or termination of Service for any reason, including Disability,
    make application to the Committee to receive a distribution in a
    lump sum of all or a portion of the total vested amount credited
    to his Deferred Compensation Account (determined as of the date
    the distribution, if any, is made under this Section 5.2) because
    of an unforeseeable emergency that results in severe financial
    hardship to the Participant. A distribution because of an
    unforeseeable emergency shall not exceed the amount required to
    meet the immediate financial need created by the unforeseeable
    emergency and not otherwise reasonably available from other
    resources of the Participant. Examples of an unforeseeable
    emergency shall include but shall not be limited to those
    financial needs arising on account of a sudden or unexpected
    illness or accident of the Participant or of a dependent of the
    Participant, loss of the Participant's property due to casualty,
    or other similar


                                  9
<PAGE>

    extraordinary and unforeseeable circumstances arising as a result
    of events beyond the control of the Participant.

         5.2.2 The Participant's request for a distribution on account
    of financial hardship must be made in writing to the Committee.
    The request must specify the nature of the financial hardship,
    the total amount requested to be distributed from the Deferred
    Compensation Account, and the total amount of the actual expense
    incurred or to be incurred on account of financial hardship.

         5.2.3 If a distribution under this Section 5.2 is approved by
    the Committee, such distribution will be made as soon as
    practicable following the date it is approved. The processing of
    the request shall be completed as soon as practicable from the
    date on which the Committee receives the properly completed
    written request for a distribution on account of a financial
    hardship. If a Participant's termination of Service occurs after
    a request is approved in accordance with this Section 5.2.3, but
    prior to distribution of the full amount approved, the approval
    of the request shall be automatically null and void and the
    benefits which the Participant is entitled to receive under the
    Plan shall be distributed in accordance with the applicable
    distribution provisions of the Plan. Only one financial hardship
    distribution shall be made within any Plan Year.

         5.2.4 The Committee may from time to time adopt additional
    policies or rules governing the manner in which such
    distributions may be made so that the Plan may be conveniently
    administered.

         5.3      "HAIRCUT" WITHDRAWALS: If the Employer designates in the
Adoption Agreement that "haircut" withdrawals shall be permitted under the
Plan, a Participant in Service may at his option make one or more withdrawals
from his Deferred Compensation Account by written request to the Committee;
provided, however, that a Participant who requests a withdrawal under this
Section 5.3 shall incur a penalty (the "haircut") equal to a percentage (not
less than 10%), as designated by the Employer in the Adoption Agreement, of the
amount withdrawn, and this penalty shall be forfeited from the Deferred
Compensation Account of the Participant notwithstanding the provisions of
Section 7.

         5.4      COLLEGE EDUCATION WITHDRAWALS: If the Employer designates in
the Adoption Agreement that college education withdrawals shall be permitted
under the Plan, a Participant may elect in the Salary Deferral Agreement for a
designated percentage or dollar


                                       10
<PAGE>

amount of the Salary Deferral Credits to be credited to a College Education
Account to be used to fund the college education of the Participant's Eligible
Dependent or Eligible Dependents. The College Education Account shall be
divided into Dependent Subaccounts for each of the Participant's Eligible
Dependents, and the Participant may designate in the Salary Deferral Agreement
the percentage or dollar amount of each Salary Deferral Credit to be credited
to each Dependent Subaccount; provided, however, that the minimum credit that a
Participant may elect to make to any Dependent Subaccount is $1,000. In the
absence of a clear designation, all credits made to the College Education
Subaccount shall be equally allocated to each Dependent Subaccount. As soon as
practicable after an Eligible Dependent of the Participant attains age 18, the
Employer shall pay to the Participant the balance in the Dependent Subaccount
with respect to such Eligible Dependent in annual installments over a period of
four, five or six years, as designated by the Participant in the Salary
Deferral Agreement. The following special provisions shall apply with respect
to the Dependent Subaccounts:

             5.4.1 The Dependent Subaccounts shall be established,
        adjusted for payments, credited with Salary Deferral Credits,
        Employer Matching Credits, and Employer Performance Incentive
        Credits, and credited or debited for deemed investment gains
        or losses in the same manner and at the same time as such
        adjustments are made to the Deferred Compensation Account
        under Section 8 and in accordance with the rules and
        elections in effect under Section 8.

             5.4.2 Notwithstanding any provision in this Section 5 to
        the contrary, if Participant incurs a Qualifying Distribution
        Event prior to the date on which the entire balance of his
        College Education Account has been distributed to him, then
        the balance in the College Education Account on the date of
        the Qualifying Distribution Event shall be combined with the
        Participant's Deferred Compensation Account and distributed
        to him in the same manner and at the same time as his
        Deferred Compensation Account is distributed to him under
        Section 6 and in accordance with the rules and elections in
        effect under Section 6.

         SECTION 6.        QUALIFYING DISTRIBUTION EVENTS PAYMENT OPTIONS:


                                       11
<PAGE>

         6.1      PAYMENT OPTIONS: The Employer shall designate in the Adoption
Agreement the payment options available upon a Qualifying Distribution Event.
Upon a Participant's entry into the Plan, the Participant shall elect among
these designated payment options the method under which his vested Accrued
Benefit or, in the event of his death, any benefit payable as a result, will be
distributed; provided, however, that the Participant may change the method of
payment with the consent of the Committee by filing a written election with the
Committee at least one year prior to the commencement date of the payments.

         6.2      PREPAYMENT: Notwithstanding any other provisions of this
Plan, if a Participant or any other person (a "recipient") is entitled to
receive payments under the Plan, the Committee in its sole discretion may
direct the Employer to prepay all or any part of the payments remaining to be
made to or on behalf of the recipient, or to shorten the payment period. The
amount of such prepayment shall be in full satisfaction of the Employer's
obligations hereunder to the recipient and to all persons claiming under or
through the recipient with respect to the payments being prepaid. In the event
of a partial prepayment, the Committee shall designate which installments are
being prepaid and, if applicable, the accounts of the Participant from which
such prepayments shall be debited. The Committee's determinations under this
Section 6.2 shall be final and conclusive upon all parties claiming benefits
under this Plan.

         6.3      BENEFIT EXCHANGE: Notwithstanding any other provisions of
this Plan, the Employer and the Participant may enter into an agreement under
which, in lieu of the payment of the Participant's vested Accrued Benefit upon
a Qualifying Distribution Event, the Participant's vested Accrued Benefit will
be exchanged for another nonqualified benefit in accordance with rules
established by the Committee.


                                       12
<PAGE>

         SECTION 7.   VESTING:

         A Participant shall be fully vested (that is, nonforfeitable) in the
portion of his Deferred Compensation Account attributable to Salary Deferral
Credits, and all income, gains and losses attributable thereto. A Participant
shall become fully vested in the portion of his Deferred Compensation Account
attributable to Employer Matching Credits, Employer Performance Incentive
Credits, and income, gains and losses attributable thereto, on the first to
occur of: (i) normal Retirement; (ii) Early Retirement; (iii) death while in
Service; or (iv) in accordance with the vesting schedule and provisions
designated by the Employer in the Adoption Agreement.

         SECTION 8.   ACCOUNT; DEEMED INVESTMENT; ADJUSTMENT OF ACCOUNTS:

         8.1      ACCOUNT: The Committee shall establish a book reserve
account, entitled the "Deferred Compensation Account," on behalf of each
Participant. Such account shall be adjusted pursuant to the provisions of
Section 8.3.

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

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


                                       13
<PAGE>

         8.3.1 The Deferred Compensation Account shall be debited each
    business day with the total amount of any payments made from such
    account since the last preceding business day to him or for his
    benefit.

         8.3.2 The Deferred Compensation Account shall be credited on
    each Adjustment Date with the total amount of any Salary Deferral
    Credits, Employer Matching Credits and Employer Performance
    Incentive Credits to such account since the last preceding
    Adjustment Date.

         8.3.3 The Deferred Compensation Account shall be credited or
    debited on each day securities are traded on a national stock
    exchange with the amount of deemed investment gain or loss
    resulting from the performance of the investment funds elected by
    the Participant in accordance with Section 8.2. The amount of
    such deemed investment gain or loss shall be determined by the
    Committee and such determination shall be final and conclusive
    upon all concerned.

         SECTION 9.        ADMINISTRATION BY COMMITTEE:

         9.1      MEMBERSHIP OF COMMITTEE: The Committee shall consist of at
least three individuals who shall be appointed by the Board to serve at the
pleasure of the Board. Any member of the Committee may resign, and his
successor, if any, shall be appointed by the Board. The Committee shall be
responsible for the general administration and interpretation of the Plan and
for carrying out its provisions, except to the extent all or any of such
obligations are specifically imposed on the Board.

         9.2      COMMITTEE OFFICERS; SUBCOMMITTEE: The members of the
Committee shall elect a Chairman and may elect an acting Chairman. They shall
also elect a Secretary and may elect an acting Secretary, either of whom may be
but need not be a member of the Committee. The Committee may appoint from its
membership such subcommittees with such powers as the Committee shall
determine, and may authorize one or more of its members or any agent to execute
or deliver any instruments or to make any payment on behalf of the Committee.

         9.3      COMMITTEE MEETINGS: The Committee shall hold such meetings
upon such notice, at such places and at such intervals as it may from time to
time determine. Notice of meetings shall not be required if notice is waived in
writing by all the members of the Committee at the time in office, or if all
such members are present at the meeting.


                                       14
<PAGE>

         9.4      TRANSACTION OF BUSINESS: A majority of the members of the
Committee at the time in office shall constitute a quorum for the transaction
of business. All resolutions or other actions taken by the Committee at any
meeting shall be by vote of a majority of those present at any such meeting and
entitled to vote. Resolutions may be adopted or other action taken without a
meeting upon written consent thereto signed by all of the members of the
Committee.

         9.5      COMMITTEE RECORDS: The Committee shall maintain full and
complete records of its deliberations and decisions. The minutes of its
proceedings shall be conclusive proof of the facts of the operation of the
Plan.

         9.6      ESTABLISHMENT OF RULES: Subject to the limitations of the
Plan, the Committee may from time to time establish rules or by-laws for the
administration of the Plan and the transaction of its business.

         9.7      CONFLICTS OF INTEREST: No individual member of the Committee
shall have any right to vote or decide upon any matter relating solely to
himself or to any of his rights or benefits under the Plan (except that such
member may sign unanimous written consent to resolutions adopted or other
action taken without a meeting), except relating to the terms of his Salary
Deferral Agreement.

         9.8      CORRECTION OF ERRORS: The Committee may correct errors and,
so far as practicable, may adjust any benefit or credit or payment accordingly.
The Committee may in its discretion waive any notice requirements in the Plan;
provided, that a waiver of notice in one or more cases shall not be deemed to
constitute a waiver of notice in any other case. With respect to any power or
authority which the Committee has discretion to exercise under the Plan, such
discretion shall be exercised in a nondiscriminatory manner.

         9.9      AUTHORITY TO INTERPRET PLAN: Subject to the claims procedure
set forth in Section 16, the Plan Administrator and the Committee shall have
the duty and discretionary authority to interpret and construe the provisions
of the Plan and to decide any dispute which may arise regarding the rights of
Participants hereunder, including the discretionary authority to


                                       15
<PAGE>

construe the Plan and to make determinations as to eligibility and benefits
under the Plan. Determinations by the Plan Administrator and the Committee
shall apply uniformly to all persons similarly situated and shall be binding
and conclusive upon all interested persons.

         9.10     THIRD PARTY ADVISORS: The Committee may engage an attorney,
accountant, actuary or any other technical advisor on matters regarding the
operation of the Plan and to perform such other duties as shall be required in
connection therewith, and may employ such clerical and related personnel as the
Committee shall deem requisite or desirable in carrying out the provisions of
the Plan. The Committee shall from time to time, but no less frequently than
annually, review the financial condition of the Plan and determine the
financial and liquidity needs of the Plan. The Committee shall communicate such
needs to the Employer so that its policies may be appropriately coordinated to
meet such needs.

         9.11     COMPENSATION OF MEMBERS: No fee or compensation shall be paid
to any member of the Committee for his Service as such.

         9.12     EXPENSE REIMBURSEMENT: The Committee shall be entitled to
reimbursement by the Employer for its reasonable expenses properly and actually
incurred in the performance of its duties in the administration of the Plan.

         9.13     INDEMNIFICATION: No member of the Committee shall be
personally liable by reason of any contract or other instrument executed by him
or on his behalf as a member of the Committee nor for any mistake of judgment
made in good faith, and the Employer shall indemnify and hold harmless,
directly from its own assets (including the proceeds of any insurance policy
the premiums for which are paid from the Employer's own assets), each member of
the Committee and each other officer, employee, or director of the Employer to
whom any duty or power relating to the administration or interpretation of the
Plan may be delegated or allocated, against any unreimbursed or uninsured cost
or expense (including any sum paid in settlement of a claim with the prior
written approval of the Board) arising out of any act or omission to act in
connection with the Plan unless arising out of such person's own fraud, bad
faith, willful misconduct or gross negligence.


                                       16
<PAGE>

         SECTION 10.       CONTRACTUAL LIABILITY; TRUST:

         10.1     CONTRACTUAL LIABILITY: The obligation of the Employer to make
payments hereunder shall constitute a contractual liability of the Employer to
the Participant. Such payments shall be made from the general funds of the
Employer, and the Employer shall not be required to establish or maintain any
special or separate fund, or otherwise to segregate assets to assure that such
payments shall be made, and the Participant shall not have any interest in any
particular assets of the Employer by reason of its obligations hereunder. To
the extent that any person acquires a right to receive payment from the
Employer, such right shall be no greater than the right of an unsecured
creditor of the Employer.

         10.2     TRUST: If so designated in Section 2.34 of the Adoption
Agreement, the Employer may establish a Trust with the Trustee, pursuant to
such terms and conditions as are set forth in the Trust Agreement. The Trust,
if and when established, is intended to be treated as a grantor trust for
purposes of the Code. The establishment of the Trust is not intended to cause
Participants to realize current income on amounts contributed thereto, and the
Trust shall be so interpreted and administered.

         SECTION 11.       ALLOCATION OF RESPONSIBILITIES:

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

         11.1     BOARD:

                  (i)      To amend the Plan;

                  (ii)     To appoint and remove members of the Committee; and

                  (iii)    To terminate the Plan.

         11.2     COMMITTEE:

                  (i)      To designate Participants;


                                       17
<PAGE>

                  (ii)     To interpret the provisions of the Plan and to
         determine the rights of the Participants under the Plan, except to the
         extent otherwise provided in Section 16 relating to claims procedure;

                  (iii)    To administer the Plan in accordance with its terms,
         except to the extent powers to administer the Plan are specifically
         delegated to another person or persons as provided in the Plan;

                  (iv)     To account for the Accrued Benefits of Participants;
         and

                  (v)      To direct the Employer in the payment of benefits.

         11.3     PLAN ADMINISTRATOR:

                  (i)      To file such reports as may be required with the
         United States Department of Labor, the Internal Revenue Service and
         any other government agency to which reports may be required to be
         submitted from time to time; and

                  (ii)     To administer the claims procedure to the extent
         provided in Section 16.

         SECTION 12.       BENEFITS NOT ASSIGNABLE; FACILITY OF PAYMENTS:

         12.1     BENEFITS NOT ASSIGNABLE: No portion of any benefit credited
or paid under the Plan with respect to any Participant shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt so to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void, nor shall
any portion of such benefit be in any manner payable to any assignee, receiver
or any one trustee, or be liable for his debts, contracts, liabilities,
engagements or torts.

         12.2     PAYMENTS TO MINORS AND OTHERS: If any individual entitled to
receive a payment under the Plan shall be physically, mentally or legally
incapable of receiving or acknowledging receipt of such payment, the Committee,
upon the receipt of satisfactory evidence of his incapacity and satisfactory
evidence that another person or institution is maintaining him and that no
guardian or committee has been appointed for him, may cause any payment
otherwise payable to him to be made to such person or institution so
maintaining him.


                                       18
<PAGE>

Payment to such person or institution shall be in full satisfaction of all
claims by or through the Participant to the extent of the amount thereof.

         SECTION 13.       BENEFICIARY:

         The Participant's beneficiary shall be the person or persons
designated by the Participant on the beneficiary designation form provided by
and filed with the Committee or its designee. If the Participant does not
designate a beneficiary, the beneficiary shall be his Surviving Spouse. If the
Participant does not designate a beneficiary and has no Surviving Spouse, the
beneficiary shall be the Participant's estate. The designation of a beneficiary
may be changed or revoked only by filing a new beneficiary designation form
with the Committee or its designee. If a beneficiary (the "primary
beneficiary") is receiving or is entitled to receive payments under the Plan
and dies before receiving all of the payments due him, the balance to which he
is entitled shall be paid to the contingent beneficiary, if any, named in the
Participant's current beneficiary designation form. If there is no contingent
beneficiary, the balance shall be paid to the estate of the primary
beneficiary. Any beneficiary may disclaim all or any part of any benefit to
which such beneficiary shall be entitled hereunder by filing a written
disclaimer with the Committee before payment of such benefit is to be made.
Such a disclaimer shall be made in a form satisfactory to the Committee and
shall be irrevocable when filed. Any benefit disclaimed shall be payable from
the Plan in the same manner as if the beneficiary who filed the disclaimer had
died on the date of such filing.

         SECTION 14.       AMENDMENT AND TERMINATION OF PLAN:

         The Board may amend any provision of the Plan or terminate the Plan at
any time; provided, that in no event shall such amendment or termination reduce
any Participant's Accrued Benefit as of the date of such amendment or
termination, nor shall any such amendment affect the terms of the Plan relating
to the payment of such Accrued Benefit.

         Notwithstanding the foregoing, the Plan shall be terminated upon the
occurrence of one or more of the events designated in the Adoption Agreement.
Upon the occurrence of a


                                       19
<PAGE>

termination event, the Accrued Benefit of each Participant shall become fully
vested and payable to the Participant in a lump sum.

         SECTION 15.       COMMUNICATION TO PARTICIPANTS:

         The Employer shall make a copy of the Plan available for inspection by
Participants and their beneficiaries during reasonable hours at the principal
office of the Employer.

         SECTION 16.       CLAIMS PROCEDURE:

         The following claims procedure shall apply with respect to the Plan:

         16.1     FILING OF A CLAIM FOR BENEFITS: If a Participant or
beneficiary (the "claimant") believes that he is entitled to benefits under the
Plan which are not being paid to him or which are not being accrued for his
benefit, he shall file a written claim therefor with the Plan Administrator. In
the event the Plan Administrator shall be the claimant, all actions which are
required to be taken by the Plan Administrator pursuant to this Section 16
shall be taken instead by another member of the Committee designated by the
Committee.

         16.2     NOTIFICATION TO CLAIMANT OF DECISION: Within 90 days after
receipt of a claim by the Plan Administrator (or within 180 days if special
circumstances require an extension of time), the Plan Administrator shall
notify the claimant of his decision with regard to the claim. In the event of
such special circumstances requiring an extension of time, there shall be
furnished to the claimant prior to expiration of the initial 90-day period
written notice of the extension, which notice shall set forth the special
circumstances and the date by which the decision shall be furnished. If such
claim shall be wholly or partially denied, notice thereof shall be in writing
and worded in a manner calculated to be understood by the claimant, and shall
set forth: (i) the specific reason or reasons for the denial; (ii) specific
reference to pertinent provisions of the Plan on which the denial is based;
(iii) a description of any additional material or information necessary for the
claimant to perfect the claim and an explanation of why such material or
information is necessary; and (iv) an explanation of the procedure for review
of the denial. If the Plan Administrator fails to notify the claimant of the
decision in timely manner, the


                                       20
<PAGE>

claim shall be deemed denied as of the close of the initial 90-day period (or
the close of the extension period, if applicable).

         16.3     PROCEDURE FOR REVIEW: Within 60 days following receipt by the
claimant of notice denying his claim, in whole or in part, or, if such notice
shall not be given, within 60 days following the latest date on which such
notice could have been timely given, the claimant shall appeal denial of the
claim by filing a written application for review with the Committee. Following
such request for review, the Committee shall fully and fairly review the
decision denying the claim. Prior to the decision of the Committee, the
claimant shall be given an opportunity to review pertinent documents and to
submit issues and comments in writing.

         16.4     DECISION ON REVIEW: The decision on review of a claim denied
in whole or in part by the Plan Administrator shall be made in the following
manner:

         16.4.1 Within 60 days following receipt by the Committee of
    the request for review (or within 120 days if special
    circumstances require an extension of time), the Committee shall
    notify the claimant in writing of its decision with regard to the
    claim. In the event of such special circumstances requiring an
    extension of time, written notice of the extension shall be
    furnished to the claimant prior to the commencement of the
    extension. If the decision on review is not furnished in a timely
    manner, the claim shall be deemed denied as of the close of the
    initial 60-day period (or the close of the extension period, if
    applicable).

         16.4.2 With respect to a claim that is denied in whole or in
    part, the decision on review shall set forth specific reasons for
    the decision, shall be written in a manner calculated to be
    understood by the claimant, and shall cite specific references to
    the pertinent Plan provisions on which the decision is based.

         16.4.3 The decision of the Committee shall be final and
    conclusive.

         16.5     ACTION BY AUTHORIZED REPRESENTATIVE OF CLAIMANT: All actions
set forth in this Section 16 to be taken by the claimant may likewise be taken
by a representative of the claimant duly authorized by him to act in his behalf
on such matters. The Plan Administrator and the Committee may require such
evidence as either may reasonably deem necessary or advisable of the authority
to act of any such representative.


                                       21
<PAGE>

         SECTION 17.       MISCELLANEOUS PROVISIONS:

         17.1     SET OFF: Notwithstanding any other provision of this Plan,
the Employer may reduce the amount of any payment otherwise payable to or on
behalf of a Participant hereunder by the amount of any loan, cash advance,
extension of credit or other obligation of the Participant to the Employer that
is then due and payable, and the Participant shall be deemed to have consented
to such reduction.

         17.2     NOTICES: Each Participant who is not in Service and each
beneficiary shall be responsible for furnishing the Committee or its designee
with his current address for the mailing of notices and benefit payments. Any
notice required or permitted to be given to such Participant or beneficiary
shall be deemed given if directed to such address and mailed by regular United
States mail, first class, postage prepaid. If any check mailed to such address
is returned as undeliverable to the addressee, mailing of checks will be
suspended until the Participant or beneficiary furnishes the proper address.
This provision shall not be construed as requiring the mailing of any notice or
notification otherwise permitted to be given by posting or by other
publication.

         17.3     LOST DISTRIBUTEES: A benefit shall be deemed forfeited if the
Plan Administrator is unable to locate the Participant or beneficiary to whom
payment is due on or before the fifth anniversary of the date payment is to be
made or commence; provided, that the deemed investment rate of return pursuant
to Section 8.2 shall cease to be applied to the Participant's account following
the first anniversary of such date; provided further, however, that such
benefit shall be reinstated if a valid claim is made by or on behalf of the
Participant or beneficiary for all or part of the forfeited benefit.

         17.4     RELIANCE ON DATA: The Employer, the Committee and the Plan
Administrator shall have the right to rely on any data provided by the
Participant or by any beneficiary. Representations of such data shall be
binding upon any party seeking to claim a benefit through a Participant, and
the Employer, the Committee and the Plan Administrator shall


                                       22
<PAGE>

have no obligation to inquire into the accuracy of any representation made at
any time by a Participant or beneficiary.

         17.5     RECEIPT AND RELEASE FOR PAYMENTS: Subject to the provisions
of Section 17.1, any payment made from the Plan to or with respect to any
Participant or beneficiary, or pursuant to a disclaimer by a beneficiary,
shall, to the extent thereof, be in full satisfaction of all claims hereunder
against the Plan and the Employer with respect to the Plan. The recipient of
any payment from the Plan may be required by the Committee, as a condition
precedent to such payment, to execute a receipt and release with respect
thereto in such form as shall be acceptable to the Committee.

         17.6     HEADINGS: The headings and subheadings of the Plan have been
inserted for convenience of reference and are to be ignored in any construction
of the provisions hereof.

         17.7     CONTINUATION OF EMPLOYMENT: The establishment of the Plan
shall not be construed as conferring any legal or other rights upon any
Employee or any persons for continuation of employment, nor shall it interfere
with the right of the Employer to discharge any Employee or to deal with him
without regard to the effect thereof under the Plan.

         17.8     MERGER OR CONSOLIDATION: No employer-party to the Plan shall
consolidate or merge into or with another corporation or entity, or transfer
all or substantially all of its assets to another corporation, partnership,
trust or other entity (a "Successor Entity") unless such Successor Entity shall
assume the rights, obligations and liabilities of the employer-party under the
Plan and upon such assumption, the Successor Entity shall become obligated to
perform the terms and conditions of the Plan.

         17.9     CONSTRUCTION: The Employer shall designate in the Adoption
Agreement the state according to whose laws the provisions of the Plan shall be
construed and enforced, except to the extent that such laws are superseded by
ERISA.


                                       23