Exhibit
10.22


THE EXECUTIVE NONQUALIFIED EXCESS
PLANSM


PLAN DOCUMENT
















TABLE OF
CONTENTS


THE
EXECUTIVE NONQUALIFIED EXCESS PLANSM




	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.

  	
   

  	
    Purpose:

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.

  	
   

  	
    Definitions:

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
   

  	
  “Active Participant”

  	
   

  	
  1

  
	
   

  	
  2.2

  	
   

  	
  “Adoption Agreement”

  	
   

  	
  2

  
	
   

  	
  2.3

  	
   

  	
  “Beneficiary”

  	
   

  	
  2

  
	
   

  	
  2.4

  	
   

  	
  “Board”

  	
   

  	
  2

  
	
   

  	
  2.5

  	
   

  	
  “Change in Control”

  	
   

  	
  2

  
	
   

  	
  2.6

  	
   

  	
  “Committee”

  	
   

  	
  3

  
	
   

  	
  2.7

  	
   

  	
  “Compensation”

  	
   

  	
  3

  
	
   

  	
  2.8

  	
   

  	
  “Crediting Date”

  	
   

  	
  4

  
	
   

  	
  2.9

  	
   

  	
  “Deferred Compensation Account”

  	
   

  	
  4

  
	
   

  	
  2.10

  	
   

  	
  “Disabled”

  	
   

  	
  4

  
	
   

  	
  2.11

  	
   

  	
  “Education Account”

  	
   

  	
  4

  
	
   

  	
  2.12

  	
   

  	
  “Effective Date”

  	
   

  	
  4

  
	
   

  	
  2.13

  	
   

  	
  “Employee”

  	
   

  	
  5

  
	
   

  	
  2.14

  	
   

  	
  “Employer”

  	
   

  	
  5

  
	
   

  	
  2.15

  	
   

  	
  “Employer Credits”

  	
   

  	
  5

  
	
   

  	
  2.16

  	
   

  	
  “Independent Contractor”

  	
   

  	
  5

  
	
   

  	
  2.17

  	
   

  	
  “In-Service Account”

  	
   

  	
  5

  
	
   

  	
  2.18

  	
   

  	
  “Normal Retirement Age”

  	
   

  	
  6

  
	
   

  	
  2.19

  	
   

  	
  “Participant”

  	
   

  	
  6

  
	
   

  	
  2.20

  	
   

  	
  “Participant Deferral Agreement”

  	
   

  	
  6

  
	
   

  	
  2.21

  	
   

  	
  “Participant Deferral Credits”

  	
   

  	
  6

  
	
   

  	
  2.22

  	
   

  	
  "Participating Employer"

  	
   

  	
  6

  
	
   

  	
  2.23

  	
   

  	
  “Performance-Based Compensation”

  	
   

  	
  6

  
	
   

  	
  2.24

  	
   

  	
  “Plan”

  	
   

  	
  7

  
	
   

  	
  2.25

  	
   

  	
  “Plan Administrator”

  	
   

  	
  7

  
	
   

  	
  2.26

  	
   

  	
  “Plan-Approved Domestic Relations Order”

  	
   

  	
  7

  
	
   

  	
  2.27

  	
   

  	
  “Plan Year”

  	
   

  	
  9

  
	
   

  	
  2.28

  	
   

  	
  “Qualifying Distribution Event”

  	
   

  	
  9

  
	
   

  	
  2.29

  	
   

  	
  “Retirement Account”

  	
   

  	
  9

  
	
   

  	
  2.30

  	
   

  	
  “Service”

  	
   

  	
  9

  
	
   

  	
  2.31

  	
   

  	
  “Service Bonus”

  	
   

  	
  9

  
	
   

  	
  2.32

  	
   

  	
  “Specified Employee”

  	
   

  	
  10

  
	
   

  	
  2.33

  	
   

  	
  “Spouse” or “Surviving Spouse”

  	
   

  	
  10

  
	
   

  	
  2.34

  	
   

  	
  “Student”

  	
   

  	
  10

  
	
   

  	
  2.35

  	
   

  	
  “Trust”

  	
   

  	
  10

  
	
   

  	
  2.36

  	
   

  	
  “Trustee”

  	
   

  	
  10

  
	
   

  	
  2.37

  	
   

  	
  “Unforeseeable Emergency”

  	
   

  	
  10

  
	
   

  	
  2.38

  	
   

  	
  “Years of Service”

  	
   

  	
  11

  






 













 


	
  Section 3.

  	
   

  	
    Participation:

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.

  	
   

  	
    Credits to Deferred Compensation
  Account:

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
   

  	
  Participant Deferral Credits

  	
   

  	
  11

  
	
   

  	
  4.2

  	
   

  	
  Employer Credits

  	
   

  	
  13

  
	
   

  	
  4.3

  	
   

  	
  Deferred Compensation Account

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.

  	
   

  	
    Qualifying
  Distribution Events:

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
   

  	
  Separation from Service

  	
   

  	
  14

  
	
   

  	
  5.2

  	
   

  	
  Disability

  	
   

  	
  14

  
	
   

  	
  5.3

  	
   

  	
  Death

  	
   

  	
  14

  
	
   

  	
  5.4

  	
   

  	
  In-Service Distributions

  	
   

  	
  14

  
	
   

  	
  5.5

  	
   

  	
  Education Distributions

  	
   

  	
  15

  
	
   

  	
  5.6

  	
   

  	
  Change in Control

  	
   

  	
  16

  
	
   

  	
  5.7

  	
   

  	
  Unforeseeable Emergency

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.

  	
   

  	
    Qualifying Distribution Events Payment
  Options:

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
   

  	
  Payment Options

  	
   

  	
  17

  
	
   

  	
  6.2

  	
   

  	
  De Minimis Amounts

  	
   

  	
  18

  
	
   

  	
  6.3

  	
   

  	
  Subsequent Elections

  	
   

  	
  19

  
	
   

  	
  6.4

  	
   

  	
  Acceleration Prohibited

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.

  	
   

  	
    Vesting:

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.

  	
   

  	
    Accounts; Deemed Investment; Adjustments
  to Account:

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8.1

  	
   

  	
  Accounts

  	
   

  	
  20

  
	
   

  	
  8.2

  	
   

  	
  Deemed Investments

  	
   

  	
  20

  
	
   

  	
  8.3

  	
   

  	
  Adjustments to Deferred Compensation Account

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.

  	
   

  	
    Administration by Committee:

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  9.1

  	
   

  	
  Membership of Committee

  	
   

  	
  21

  
	
   

  	
  9.2

  	
   

  	
  Committee Officers; Subcommittee

  	
   

  	
  21

  
	
   

  	
  9.3

  	
   

  	
  Committee Meetings

  	
   

  	
  22

  
	
   

  	
  9.4

  	
   

  	
  Transaction of Business

  	
   

  	
  22

  
	
   

  	
  9.5

  	
   

  	
  Committee Records

  	
   

  	
  22

  
	
   

  	
  9.6

  	
   

  	
  Establishment of Rules

  	
   

  	
  22

  
	
   

  	
  9.7

  	
   

  	
  Conflicts of Interest

  	
   

  	
  22

  
	
   

  	
  9.8

  	
   

  	
  Correction of Errors

  	
   

  	
  23

  
	
   

  	
  9.9

  	
   

  	
  Authority to Interpret Plan

  	
   

  	
  23

  
	
   

  	
  9.10

  	
   

  	
  Third Party Advisors

  	
   

  	
  23

  
	
   

  	
  9.11

  	
   

  	
  Compensation of Members

  	
   

  	
  23

  
	
   

  	
  9.12

  	
   

  	
  Expense Reimbursement

  	
   

  	
  24

  
	
   

  	
  9.13

  	
   

  	
  Indemnification

  	
   

  	
  24

  



 



 ii
 









 


	
  Section 10.

  	
   

  	
    Contractual Liability; Trust:

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  10.1

  	
   

  	
  Contractual Liability

  	
   

  	
  24

  
	
   

  	
  10.2

  	
   

  	
  Trust

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 11.

  	
   

  	
    Allocation of Responsibilities:

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  11.1

  	
   

  	
  Board

  	
   

  	
  25

  
	
   

  	
  11.2

  	
   

  	
  Committee

  	
   

  	
  25

  
	
   

  	
  11.3

  	
   

  	
  Plan Administrator

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 12.

  	
   

  	
    Benefits Not Assignable; Facility of
  Payments:

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  12.1

  	
   

  	
  Benefits Not Assignable

  	
   

  	
  26

  
	
   

  	
  12.2

  	
   

  	
  Plan-Approved Domestic Relations Orders

  	
   

  	
  26

  
	
   

  	
  12.3

  	
   

  	
  Payments to Minors and Others

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 13.

  	
   

  	
    Beneficiary:

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 14.

  	
   

  	
    Amendment and Termination of Plan:

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  14.1

  	
   

  	
  Termination in the Discretion of the Employer

  	
   

  	
  28

  
	
   

  	
  14.2

  	
   

  	
  Termination Upon Change in Control

  	
   

  	
  29

  
	
   

  	
  14.3

  	
   

  	
  Termination On or Before December 31, 2005

  	
   

  	
  29

  
	
   

  	
  14.4

  	
   

  	
  No Financial Triggers

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 15.

  	
   

  	
    Communication to Participants:

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 16.

  	
   

  	
    Claims Procedure:

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  16.1

  	
   

  	
  Filing of a Claim for Benefits

  	
   

  	
  29

  
	
   

  	
  16.2

  	
   

  	
  Notification to Claimant of Decision

  	
   

  	
  30

  
	
   

  	
  16.3

  	
   

  	
  Procedure for Review

  	
   

  	
  30

  
	
   

  	
  16.4

  	
   

  	
  Decision on Review

  	
   

  	
  31

  
	
   

  	
  16.5

  	
   

  	
  Action by Authorized Representative of Claimant

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 17.

  	
   

  	
    Miscellaneous Provisions:

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  17.1

  	
   

  	
  Set off

  	
   

  	
  31

  
	
   

  	
  17.2

  	
   

  	
  Notices

  	
   

  	
  31

  
	
   

  	
  17.3

  	
   

  	
  Lost Distributees

  	
   

  	
  32

  
	
   

  	
  17.4

  	
   

  	
  Reliance on Data

  	
   

  	
  32

  
	
   

  	
  17.5

  	
   

  	
  Receipt and Release for Payments

  	
   

  	
  32

  
	
   

  	
  17.6

  	
   

  	
  Headings

  	
   

  	
  33

  
	
   

  	
  17.7

  	
   

  	
  Continuation of Employment

  	
   

  	
  33

  
	
   

  	
  17.8

  	
   

  	
  Merger or Consolidation; Assumption of Plan

  	
   

  	
  33

  
	
   

  	
  17.9

  	
   

  	
  Construction

  	
   

  	
  33

  



 



 iii















THE
EXECUTIVE NONQUALIFIED EXCESS PLANSM


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 or 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
or Independent Contractors of the Employer, as selected in the Adoption
Agreement. The Plan is intended to be a nonqualified deferred compensation plan
that complies with the provisions of Section 409A 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)(1) of the Employee Retirement Income Security Act of 1974 and independent
contractors.


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          “Active Participant”
means, with respect to any day or date, a Participant who is in Service on such
day or date; provided, that a Participant 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, or that the Participant no
longer meets the eligibility requirements of the Plan.



 1
 









2.2          “Adoption
Agreement” means 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.


2.3          “Beneficiary” means
the person, persons, entity or entities designated or determined pursuant to
the provisions of Section 13 of the Plan.


2.4          “Board” means 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.


2.5          “Change in Control”
of a corporation (or, to the extent permitted in this Section 2.5, a
partnership or other entity) shall occur on the earliest of the following
events:


2.5.1        Change in Ownership: A change in ownership of a
corporation occurs on the date that any one person, or more than one person
acting as a group, acquires ownership of stock of the corporation that,
together with stock held by such person or group, constitutes more than 50% of
the total fair market value or total voting power of the stock of the
corporation, excluding the acquisition of additional stock by a person or more
than one person acting as a group who is considered to own more than 50% of the
total fair market value or total voting power of the stock of the corporation.


2.5.2        Change in Effective Control: A change in
effective control of a corporation occurs on the date that either:


(i) Any one person, or more than one person acting as
a group, acquires (or has acquired during the 12-month period ending on the date
of the most recent acquisition by such person or persons) ownership of stock of
the corporation possessing 35% or more of the total voting power of the stock
of the corporation; or


(ii) A majority of the members of the board of
directors of the corporation is replaced during any 12-month period by directors
whose appointment or election is not endorsed by a majority of the members of the
board of directors prior to the date of the appointment or election; provided,
that this paragraph (ii) shall apply only to a corporation for which no other
corporation is a majority shareholder.


2.5.3        Change in Ownership of Substantial Assets: A
change in the ownership of a substantial portion of a corporation’s assets
occurs on the date that any one person, or more than one person acting as a
group, acquires (or has acquired during the 12-month period ending on the date
of the most recent



 2
 









acquisition by such person or persons) assets from the corporation that
have a total gross fair market value equal to or more than 40% of the total
gross fair market value of the assets of the corporation immediately prior to
such acquisition or acquisitions. For this purpose, gross fair market value
means the value of the assets of the corporation, or the value of the assets
being disposed of, determined without regard to any liabilities associated with
such assets.


For this purpose, the
Change in Control must relate to (i) a corporation that is the Employer of the
Participant; (ii) a corporation that is liable for the payment of benefits
under this Plan; (iii) a corporation that is a majority shareholder of the
corporation described in (i) or (ii); or (iv) any corporation in a chain of
corporations in which each corporation is a majority shareholder of another
corporation in the chain, ending with the corporation described in (i) or (ii).
To the extent provided in regulations and administrative guidance promulgated
under Section 409A of the Code, the provisions of this Section 2.5 may be
applied to changes in the ownership of a partnership and changes in the
ownership of a substantial portion of the assets of a partnership. A Change in
Control shall not be deemed to have occurred until a majority of the members of
the Board receive written certification from the Committee that one of the
events set forth in this Section 2.5 has occurred. The occurrence of an event
described in this Section 2.5 must be objectively determinable by the Committee
and, if made in good faith on the basis of information available at the time,
such determination shall be conclusive and binding on the Committee, the Employer,
the Participants and their Beneficiaries for all purposes of the Plan.


2.6          “Committee” means
the person designated in the Adoption Agreement. If the Committee designated in
the Adoption Agreement is unable to serve, the Employer shall satisfy the
duties of the Committee provided for in Section 9.


2.7          “Compensation” shall
have the meaning designated in the Adoption Agreement.



 3
 









2.8          “Crediting Date”
means the date designated in the Adoption Agreement for crediting the amount of
any Participant Deferral Credits to the Deferred Compensation Account of a
Participant. Employer Credits may be credited to the Deferred Compensation Account
of a Participant on any day that securities are traded on a national securities
exchange.


2.9          “Deferred Compensation
Account” means the account maintained with respect to each Participant
under the Plan. The Deferred Compensation Account shall be credited with
Participant Deferral Credits and Employer Credits, credited or debited for
deemed investment gains or losses, and adjusted for payments in accordance with
the rules and elections in effect under Section 8. The Deferred Compensation
Account of a Participant shall include any In-Service Account or Education
Account of the Participant, if applicable.


2.10        “Disabled” means a
Participant who is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, or is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of not less than 12 months,
receiving income replacement benefits for a period of not less than three
months under an accident and health plan covering Employees of the Employer.


2.11        “Education Account”
means a separate account to be kept for each Participant that has elected to
take education distributions as described in Section 5.5. The Education Account
shall be adjusted in the same manner and at the same time as the Deferred
Compensation Account under Section 8 and in accordance with the rules and
elections in effect under Section 8.


2.12        “Effective Date” shall
be the date designated in the Adoption Agreement as of which the Plan first
becomes effective. Notwithstanding the foregoing, any amounts



 4
 









credited to the account
of a Participant pursuant to the terms of a predecessor plan of the Employer
which are not earned and vested before January 1, 2005, shall be subject to the
terms of this Plan.


2.13        “Employee” means 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 Employee’s
termination of Service.


2.14        “Employer” means the
Employer identified in the Adoption Agreement, and any Participating Employer
which adopts this Plan. The Employer may be a corporation, a limited liability
company, a partnership or sole proprietorship. All references herein to the
Employer shall include each trade or business (whether or not incorporated)
that is required to be aggregated with the Employer under rules similar to
subsections (b) and (c) of Section 414 of the Code.


2.15        “Employer Credits” means
the amounts credited to the Participant’s Deferred Compensation Account by the
Employer pursuant to the provisions of Section 4.2. 


2.16        “Independent
Contractor” means 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
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.


2.17        “In-Service Account”
means a separate account to be kept for each Participant that has elected to
take in-service distributions as described in Section 5.4. The In- Service
Account shall be adjusted in the same manner and at the same time as the
Deferred



 5
 









Compensation Account
under Section 8 and in accordance with the rules and elections in effect under
Section 8.


2.18        “Normal Retirement Age”
of a Participant means the age designated in the Adoption Agreement.


2.19        “Participant” means
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 a Deferred Compensation Account under the Plan.


2.20        “Participant Deferral
Agreement” means a written agreement entered into between a Participant and
the Employer pursuant to the provisions of Section 4.1


2.21        “Participant Deferral
Credits” means the amounts credited to the Participant’s Deferred
Compensation Account by the Employer pursuant to the provisions of Section 4.1.


2.22        “Participating Employer”
means 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        “Performance-Based
Compensation” means compensation where the amount of, or entitlement to,
the compensation is contingent on the satisfaction of preestablished
organizational or individual performance criteria relating to a performance
period of at least twelve months in which the service provider performs
services. Organizational or individual performance criteria are considered
preestablished if established in writing at least 90 days after the
commencement of the period of service to which the criteria relates, provided
that the outcome is substantially uncertain at the time the criteria are
established. Performance-based compensation may include payments based upon
subjective performance criteria in accordance



 6
 









as provided in
regulations and administrative guidance promulgated under Section 409A of the
Code.


2.24        “Plan” means 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.


2.25        “Plan Administrator”
means 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.


2.26        “Plan-Approved Domestic
Relations Order” shall mean a court order that is lawfully directed to this
Plan and that is served upon the Plan Administrator before the Participant
receives a distribution of his benefit that pursuant to a state domestic
relations law creates or recognizes the existence of the right of an alternate
payee to receive all or a portion of a Participant’s benefit and that meets all
of the following requirements. An order shall not be a Plan-Approved Domestic
Relations Order unless the Plan Administrator determines that the court order
on its face and without reference to any other document states all of the
following:


(a)           The court order
expressly states that it relates to the provision of child support, alimony, or
marital property rights to a spouse, former spouse, or child of a Participant
and is made pursuant to State domestic relations law.


(b)           The court order clearly
and unambiguously specifies that it refers to this Plan.


(c)           The court order clearly
and unambiguously specifies the name of the Participant’s Employer.


(d)           The court order clearly
specifies: the name, mailing address, and social security number of the
Participant; and the name, mailing address, and social security number of each
alternate payee.


(e)           The court order clearly
specifies the amount or percentage, or the manner in which the amount or
percentage is to be determined, of the Participant’s benefit to be paid to or
segregated for the separate account of the alternate payee.



 7
 









(f)            The court order
expressly states that the alternate payee’s segregated account shall bear all
fees and expenses as though the alternate payee were a Participant.


(g)           The court order clearly
specifies that any distribution to the alternate payee becomes payable only
after a Qualifying Distribution Event of the Participant and only upon the
alternate payee’s written claim made to the Administrator.


(h)           The court order clearly
specifies that any distribution to any alternate payee shall be payable only as
a lump sum.


(i)            The court order
expressly states that it does not require this Plan to provide any type or form
of benefit or any option not otherwise provided under this Plan.


(j)            The court order
expressly states that the order does not require this Plan to provide increased
benefits.


(k)           The court order
expressly states that any provision of it that would have the effect of
requiring any distribution to an alternate payee of deferred compensation that
is required to be paid to another person under any court order is void.


(l)            The court order
expressly states that nothing in the order shall have any effect concerning any
party’s tax treatment, and that nothing in the order shall direct any person’s
tax reporting or withholding.


An order shall not be a
Plan-approved Domestic Relations Order if it includes any provision that does
not relate to this Plan. Without limiting the comprehensive effect of the
preceding sentence, an order shall not be a Plan-Approved Domestic Relations Order
if the order includes any provision relating to any pension plan, retirement
plan, deferred compensation plan, health plan, welfare benefit plan, or
employee benefit plan other than this Plan. An order shall not be a
Plan-Approved Domestic Relations Order unless the order provides for only one
alternate payee. An order shall not be a Plan-Approved Domestic Relations Order
if the order includes any provision that would permit the alternate payee to
designate any beneficiary for any purpose. However, an order does not fail to
qualify as a Plan-approved Domestic Relations Order because it provides that
any rights not paid before the alternate payee’s death shall be payable to the
duly appointed and then-currently serving personal representative of the alternate
payee’s estate. The Plan Administrator may assume that the alternate payee
named by the court order is a proper



 8
 









payee and need not
inquire into whether the person named is a spouse or former spouse or child of
the Participant.


2.27        “Plan Year” means the
twelve-month period ending on the last day of the month designated in the
Adoption Agreement; provided, that the initial Plan Year may have fewer than
twelve months.


2.28        “Qualifying Distribution
Event” means (i) the separation from Service of the Participant, (ii) the
date the Participant becomes Disabled, (iii) the death of the Participant, (iv)
the time specified by the Participant for an in-service or education
distribution, (v) a Change in Control, or (vi) an Unforeseeable Emergency, each
to the extent provided in Section 5.


2.29        “Retirement Account”
means the portion of the Deferred Compensation Account of a Participant,
excluding any In-Service Account or any Education Account. The Retirement
Account shall be adjusted in the same manner and at the same time as the
Deferred Compensation Account under Section 8 and in accordance with the rules
and regulations in effect under Section 8.


2.30        “Service” means
employment by the Employer as an Employee. For purposes of the Plan, the
employment relationship is treated as continuing intact while the Employee is
on military leave, sick leave, or other bona fide leave of absence if the
period of such leave does not exceed six months, or if longer, so long as the
Employee’s right to reemployment is provided either by statue or contract. If
the Participant is an Independent Contractor, “Service” shall mean the period
during which the contractual relationship exists between the Employer and the
Participant. The contractual relationship is not terminated if the Participant
anticipates a renewal of the contract or becomes an Employee.


2.31        “Service Bonus” means
any bonus paid to a Participant by the Employer which is not Performance-Based
Compensation.



 9
 









2.32        “Specified Employee”
means an employee who meets the requirements of Section 416(i)(1)(A)(i), (ii)
or (iii) of the Code (applied in accordance with the regulations thereunder and
without regard to Section 416(i)(5) of the Code) at any time during the twelve-month
period ending on December 31 of each year (the “identification date”). If the
person is a key employee as of any identification date, the person is treated
as a Specified Employee for the twelve-month period beginning on the first day
of the fourth month following the identification date.


2.33        “Spouse” or “Surviving
Spouse” means, except as otherwise provided in the Plan, a person who is
the legally married spouse or surviving spouse of a Participant.


2.34        “Student” means the
individual designated by the Participant in the Participant Deferral Agreement
with respect to whom the Participant will create an Education Account.


2.35        “Trust” means the
trust fund established pursuant to Section 10.2, if designated by the Employer
in the Adoption Agreement.


2.36        “Trustee” means 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.


2.37        “Unforeseeable Emergency”
means a severe financial hardship to the Participant resulting from a sudden or
unexpected illness or accident of the Participant, the Participant’s Spouse or
dependent (as defined in Section 152(a) of the Code), loss of the Participant’s
property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant.



 10
 









2.38        “Years of Service”
means 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.


Section 3.       Participation:


The Committee in
its discretion shall designate each Employee or Independent Contractor who is
eligible to participate in 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 an Active Participant 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 a balance remaining in the Deferred Compensation Account
under the Plan on the date of the return to Service.


Section 4.       Credits to Deferred
Compensation Account:


4.1          Participant Deferral
Credits. To the extent provided in the Adoption Agreement, each Active
Participant may elect, by entering into a Participant Deferral Agreement with
the Employer, to defer the receipt of Compensation from the Employer by a
dollar amount or percentage specified in the Participant Deferral Agreement.
The amount of the Participant Deferral 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
Participant Deferral Credits of a Participant:


4.1.1        The Employer shall credit to the Participant’s
Deferred Compensation Account on each Crediting Date an amount equal to the
total Participant Deferral Credit for the period ending on such Crediting Date.



 11
 









4.1.2        An election pursuant to this Section 4.1 shall
be made by the Participant by executing and delivering a Participant Deferral
Agreement to the Committee. Except as otherwise provided in this Section 4.1,
the Participant Deferral Agreement shall become effective with respect to such
Participant as of the first day of January following the date such Participant
Deferral Agreement is received by the Committee. A Participant’s election may
be changed at any time prior to the last permissible date for making the
election as permitted in this Section 4.1, and shall thereafter be irrevocable.
The election of a Participant shall continue in effect for subsequent years
until modified by the Participant as permitted in this Section 4.1, or until
the earlier of the date the Participant separates from Service or ceases to be
an Active Participant under the Plan.


4.1.3        In the case of the first year in which the
Participant becomes eligible to participate in the Plan, the Participant may
execute and deliver a Participant Deferral Agreement to the Committee within 30
days after the date the Participant enters the Plan to be effective as of the
first payroll period next following the date the Participant Deferral Agreement
is received by the Committee. For Compensation that is earned based upon a
specified performance period (for example, an annual bonus), where a deferral
election is made in the first year of eligibility but after the beginning of
the service period, the election will be deemed to apply to Compensation paid
for services subsequent to the election if the election applies to the portion
of the Compensation equal to the total amount of the Compensation for the
service period multiplied by the ratio of the number of days remaining in the
performance period after the election over the total number of days in the
performance period.


4.1.4        A Participant may unilaterally modify a Participant
Deferral Agreement (either to terminate, increase or decrease the portion of
his future Compensation which is subject to deferral within the percentage
limits set forth in Section 4.1 of the Adoption Agreement) by providing a
written modification of the Participant Deferral Agreement to the Employer. The
modification shall become effective as of the first day of January following
the date such written modification is received by the Committee.
Notwithstanding the foregoing, at any time during the calendar year 2005, a
Participant may terminate a Participant Deferral Agreement, or modify a
Participant Deferral Agreement to reduce the amount of Compensation subject to
the deferral election, so long as the Compensation subject to the terminated or
modified Participant Deferral Agreement is includible in the income of the
Participant in calendar year 2005 or, if later, in the taxable year in which
the amounts are earned and vested.


4.1.5        If the Participant performed services
continuously from a date no later than the date upon which the performance
criteria are established through a date no earlier than the date upon which the
Participant makes an initial deferral election, a Participant Deferral
Agreement relating to the deferral of Performance- Based Compensation may be
executed and delivered to the Committee no later than the date which is 6
months prior to the end of the performance period, provided that in no event
may an election to defer Performance-Based



 12
 









Compensation be made
after such Compensation has become both substantially certain to be paid and
readily ascertainable.


4.1.6        If the Employer has a fiscal year other than
the calendar year, Compensation relating to service in the fiscal year of the
Employer (such as a bonus based on the fiscal year of the Employer), of which
no amount is paid or payable during the fiscal year, may be deferred at the
Participant’s election only if the election to defer is made not later than the
close of the Employer’s fiscal year next preceding the first fiscal year in
which the Participant performs any services for which such Compensation is
payable.


4.1.7        Compensation payable after the last day of the
Participant’s taxable year solely for services provided during the final
payroll period containing the last day of the Participant’s taxable year (i.e.,
December 31) is treated for purposes of this Section 4.1 as Compensation for
services performed in the subsequent taxable year.


4.1.8        The Committee may from time to time establish
policies or rules consistent with the requirements of Section 409A of the Code
to govern the manner in which Participant Deferral Credits may be made.


4.1.9        The requirements of Section 4.1.2 relating to
the timing of the Participant Deferral Agreement shall not apply to any
deferral elections made on or before March 15, 2005, provided that (a) the
amounts to which the deferral election relate have not been paid or become
payable at the time of the election, (b) the Plan was in existence on or before
December 31, 2004, (c) the election to defer compensation is made in accordance
with the terms of the Plan as in effect on December 31, 2005 (other than a
requirement to make a deferral election after March 15, 2005), (d) the Plan is
otherwise operated in accordance with the requirements of Section 409A of the
Code, and (e) the Plan is amended to comply with Section 409A in accordance
with Q&A 19 of Notice 2005-1.


4.2          Employer Credits. If
designated by the Employer in the Adoption Agreement, the Employer shall cause
the Committee to credit to the Deferred Compensation Account of each Active
Participant an Employer Credit as determined in accordance with the Adoption
Agreement.


4.3          Deferred Compensation
Account. All Participant Deferral Credits and Employer Credits shall be
credited to the Deferred Compensation Account of the Participant.



 13
 









Section 5.       Qualifying Distribution
Events:


5.1          Separation from Service.
If the Participant separates from Service with the Employer, the vested balance
in the Deferred Compensation Account shall be paid to the Participant by the
Employer as provided in Section 6. Notwithstanding the foregoing, no
distribution shall be made earlier than six months after the date of separation
from Service (or, if earlier, the date of death) with respect to a Participant
who is a Specified Employee of a corporation the stock in which is traded on an
established securities market or otherwise. Any payments to which a Specified
Employee would be entitled during the first six months following the date of
separation from Service shall be accumulated and paid on the first day of the
seventh month following the date of separation from service.


5.2          Disability. If the
Participant becomes Disabled while in Service, the vested balance in the
Deferred Compensation Account shall be paid to the Participant by the Employer
as provided in Section 6.


5.3          Death. If the
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 as provided in Section 6.
If a Participant dies following his separation from Service for any reason, and
before all payments under the Plan have been made, the vested balance in the
Deferred Compensation Account shall be paid by the Employer to the
Participant’s Beneficiary in a single lump sum.


5.4          In-Service Distributions.
If the Employer designates in the Adoption Agreement that in-service
distributions are permitted under the Plan, a Participant may designate in the
Participant Deferral Agreement to have a specified amount credited to the
Participant’s In- Service Account for in-service distributions at the later of
the date specified by the Participant or as specified in the Adoption
Agreement. In no event may an in-service distribution be made



 14
 









prior to two years
following the establishment of the In-Service Account of the Participant. If
the Participant elects to receive in-service distributions in annual
installment payments, the payment of each annual installment shall be made on the
anniversary of the date of the first installment payment, and the amount of the
annual installment shall be adjusted on such anniversary 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 In-Service Account 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 In- Service Account on the date of payment.
Notwithstanding the foregoing, if a Participant incurs a Qualifying
Distribution Event prior to the date on which the entire balance in the
In-Service Account has been distributed, then the balance in the In-Service Account
on the date of the Qualifying Distribution Event shall be distributed to the
Participant in the same manner and at the same time as the balance in the
Deferred Compensation Account is distributed under Section 6 and in accordance
with the rules and elections in effect under Section 6.


5.5          Education Distributions.
If the Employer designates in the Adoption Agreement that education
distributions are permitted under the Plan, a Participant may designate in the
Participant Deferral Agreement to have a specified amount credited to the
Participant’s Education Account for education distributions at the later of the
date specified by the Participant or the date specified in the Adoption
Agreement. If the Participant designates more than one Student, the Education
Account will be divided into a separate Education Account for each Student, and
the Participant may designate in the Participant Deferral Agreement the
percentage or dollar amount to be credited to each Education Account. In the
absence of a clear designation, all credits made to the Education Account shall
be equally allocated to each Education Account. The Employer shall pay to the
Participant the balance in the Education Account with respect to



 15
 









the Student at the time
and in the manner designated by the Participant in the Participant Deferral
Agreement. If the Participant elects to receive education distributions in
annual installment payments, the payment of each annual installment shall be
made on the anniversary of the date of the first installment payment, and the
amount of the annual installment shall be adjusted on such anniversary for
credits or debits to the Participant’s Education Account pursuant to Section 8
of the Plan. Such adjustment shall be made by dividing the balance in the
Education Account 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 Education Account
on the date of payment. Notwithstanding the foregoing, if the Participant
incurs a Qualifying Distribution Event prior to the date on which the entire
balance of the Education Account has been distributed, then the balance in the
Education Account on the date of the Qualifying Distribution Event shall be
distributed to the Participant in the same manner and at the same time as the
Deferred Compensation Account is distributed under Section 6 and in accordance
with the rules and elections in effect under Section 6.


5.6          Change in Control.
If the Employer designates in the Adoption Agreement that distributions are
permitted under the Plan in the event of a Change in Control, the Participant
may designate in the Participant Deferral Agreement to have the vested balance
in the Deferred Compensation Account paid to the Participant upon a Change in
Control by the Employer as provided in Section 6.


5.7          Unforeseeable Emergency.
A distribution from the Deferred Compensation Account may be made to a
Participant in the event of an Unforeseeable Emergency, subject to the
following provisions:


5.7.1        A Participant may, at any time prior to his
separation from Service for any reason, make application to the Committee to
receive a distribution in a lump sum of all or a portion of the vested balance
in the Deferred Compensation



 16















Account (determined as of the date the distribution, if any, is made
under this Section 5.7) because of an Unforeseeable Emergency. A distribution
because of an Unforeseeable Emergency shall not exceed the amount required to
satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of such distribution, after taking into
account the extent to which the Unforeseeable Emergency may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of
the Participant’s assets (to the extent the liquidation of such assets would
not itself cause severe financial hardship).


5.7.2        The Participant’s request for a distribution on
account of Unforeseeable Emergency 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 the
Unforeseeable Emergency.


5.7.3        If a distribution under this Section 5.7 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 an Unforeseeable Emergency. Any deferral election of the Participant in
effect at the time of a distribution on account of an Unforeseeable Emergency
may be cancelled upon the Participant’s request, and if so cancelled, any
subsequent deferral by the Participant shall be made pursuant to a new
Participant Deferral Agreement which shall become effective as of the first day
of January following the date such Participant Deferral Agreement is received
by the Committee. If a Participant’s separation from Service occurs after a
request is approved in accordance with this Section 5.7.3, 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.


5.7.4        The Committee may from time to time adopt
additional policies or rules consistent with the requirements of Section 409A
of the Code to govern the manner in which such distributions may be made so
that the Plan may be conveniently administered.


Section 6.       Qualifying Distribution
Events Payment Options:


6.1          Payment Options. The
Employer shall designate in the Adoption Agreement the payment options which
may be elected by the Participant. The Participant shall elect in the
Participant Deferral Agreement the method under which the vested balance in the



 17
 









Deferred Compensation
Account will be distributed from among the designated payment options. Payment
shall be made in the manner elected by the Participant and shall commence upon
the date of the Qualifying Distribution Event. A payment shall be treated as
made upon the date of the Qualifying Distribution Event if it is made on such
date or a later date within the same calendar year or, if later, by the 15th
day of the third calendar month following the Qualifying Distribution Event. A
payment may be further delayed to the extent permitted in accordance with
regulations and guidance under Section 409A of the Code. The Participant may
elect a different method of payment for each Qualifying Distribution Event as
specified in the Adoption Agreement. If the Participant elects the installment
payment option, the payment of each annual installment shall be made on the
anniversary of the date of the first installment payment, and the amount of the
annual installment shall be adjusted on such anniversary 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
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. In
the event the Participant fails to make a valid election of the payment method,
the distribution will be made in a single lump sum payment upon the Qualifying
Distribution Event. Notwithstanding the provisions of Sections 6.3 or 6.4 of
the Plan, a Participant may elect on or before December 31, 2006, the method of
payment of amounts subject to Section 409A of the Code provided that such
election applies only to amounts that would not otherwise be payable in 2006
and does not cause an amount to paid in 2006 that would not otherwise be
payable in such year.


6.2          De Minimis Amounts.
Notwithstanding any payment election made by the Participant, the vested
balance in the Deferred Compensation Account of the Participant will



 18
 









be distributed in a
single lump sum payment if the payment accompanies the termination of the
Participant’s entire interest in the Plan and the amount of such payment does
not exceed the amount designated by the Employer in the Adoption Agreement.
Such payment shall be made on or before the later of (i) December 31 of the
calendar year in which the Participant separates from Service from the
Employer, or (ii) the date that is 2-1/2 months after the Participant separates
from Service from the Employer.


6.3          Subsequent Elections.
With the consent of the Committee, a Participant may delay or change the method
of payment of the Deferred Compensation Account subject to the following
requirements:


6.3.1        The new election may not take effect until at
least 12 months after the date on which the new election is made.


6.3.2        If the new election relates to a payment for a
Qualifying Distribution Event other than the death of the Participant, the
Participant becoming Disabled, or an Unforeseeable Emergency, the new election
must provide for the deferral of the first payment for a period of at least
five years from the date such payment would otherwise have been made.


6.3.3        If the new election relates to a payment from
the In-Service Account or Education Account, the new election must be made at
least 12 months prior to the date of the first scheduled payment from such
account.


For purposes of this Section
6.3 and Section 6.4, a payment is each separately identified amount to which
the Participant is entitled under the Plan; provided, that entitlement to a
series of installment payments is treated as the entitlement to a single
payment.


6.4          Acceleration Prohibited.
The acceleration of the time or schedule of any payment due under the Plan is
prohibited except as provided in regulations and administrative guidance
promulgated under Section 409A of the Code. It is not an acceleration of the
time or schedule of payment if the Employer waives or accelerates the vesting
requirements applicable to a benefit under the Plan.



 19
 









Section 7.       Vesting:


A Participant shall be
fully vested in the portion of his Deferred Compensation Account attributable
to Participant 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 Credits, and income, gains and
losses attributable thereto, in accordance with the vesting schedule and
provisions designated by the Employer in the Adoption Agreement. If a
Participant’s Deferred Compensation Account is not fully vested upon separation
from Service, the portion of the Deferred Compensation Account that is not
fully vested shall thereupon be forfeited.


Section 8.       Accounts; Deemed
Investment; Adjustments to Account:


8.1          Accounts. The
Committee shall establish a book reserve account, entitled the “Deferred
Compensation Account,” on behalf of each Participant. The Committee shall also
establish an In-Service Account and Education Account as a part of the Deferred
Compensation Account of each Participant, if applicable. The amount credited to
the Deferred Compensation 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.



 20
 









8.3          Adjustments to Deferred
Compensation Account. 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:


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 Crediting Date with the total amount of any Participant
Deferral Credits and Employer Credits to such account since the last preceding
Crediting 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.
If elected in the Adoption Agreement, 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 may elect Chairman and may elect an acting
Chairman. They may 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



 21
 









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.


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 Participant Deferral Agreement.



 22
 









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 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.



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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.


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.



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10.2        Trust. If so
designated in 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 and all assets of the Trust shall
be held in the United States. 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 as permitted in Section 14.


11.2        Committee.


(i)            To
designate Participants;


(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 amount credited to the Deferred Compensation Account of a
Participant; 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



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(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. Notwithstanding the
foregoing, in the event that all or any portion of the benefit of a Participant
is transferred to the former spouse of the Participant incident to a divorce,
the Committee shall maintain such amount for the benefit of the former spouse
until distributed in the manner required by an order of any court having
jurisdiction over the divorce, and the former spouse shall be entitled to the
same rights as the Participant with respect to such benefit.


12.2        Plan-Approved Domestic
Relations Orders. The Plan Administrator shall establish written procedures
for determining whether an order directed to the Plan is a Plan- Approved
Domestic Relations Order.


12.2.1      Review by Plan Administrator: The Plan
Administrator shall make a determination on each final court order directed to
the Plan as to whether the order is a Plan-Approved Domestic Relations Order.
The Plan Administrator may delay the commencement of its consideration of any
order until the later of the date that is 30 days after the date of the order
or the date that the Plan Administrator is satisfied that all rehearing and
appeal rights with respect to the order have expired.


12.2.2      Payment to Alternate Payee: If the Plan
Administrator determines that an order is a Plan-approved Domestic Relations
Order, the Plan Administrator shall cause the payment of amounts pursuant to or
segregate a separate account as provided by (and to prevent any payment or act
which might be inconsistent with) the Plan-Approved Domestic Relations Order.



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12.2.3      Expenses: The Employer and the Plan Administrator
shall not be obligated to incur any cost to defend against or set aside any
judgment, decree, or order relating to the division, attachment, garnishment,
or execution of or levy upon the Participant’s account or any distribution,
including (but not limited to) any domestic relations proceeding.
Notwithstanding the foregoing, if any such person is joined in any proceeding,
the party may take such action as it considers necessary or appropriate to
protect any and all of its legal rights, and the Participant (or Beneficiary)
shall reimburse all actual fees of lawyers and legal assistants and expenses
reasonably incurred by such party.


12.3        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. 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



 27
 









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 predeceased the Participant.


Section 14.     Amendment and Termination
of Plan:


The Employer 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 the balance in any
Participant’s Deferred Compensation Account 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 Deferred Compensation Account. Notwithstanding the
foregoing, the following special provisions shall apply:


14.1        Termination
in the Discretion of the Employer. Except as otherwise provided in
Sections 14.2 or 14.3, the Employer in its discretion may terminate the Plan
and distribute benefits to Participants subject to the following requirements:


14.1.1      All arrangements sponsored by the Employer that
would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury
Regulations are terminated.


14.1.2      No payments other than payments that would be
payable under the terms of the Plan if the termination had not occurred are
made within 12 months of the termination date.


14.1.3      All benefits under the Plan are paid within 24
months of the termination date.


14.1.4      The Employer does not adopt a new arrangement
that would be aggregated with the Plan under Section 1.409A-1(c) of the
Treasury Regulations providing for the deferral of compensation at any time
within five years following the date of termination of the Plan.



 28
 









14.2        Termination
Upon Change in Control. If the Employer terminates the Plan within thirty
days preceding or twelve months following a Change in Control, the Deferred Compensation
Account of each Participant shall become fully vested and payable to the
Participant in a lump sum within twelve months following the date of
termination.


14.3        Termination On or Before
December 31, 2005. The Employer may terminate the Plan on or before
December 31, 2005, and distribute the vested balance in the Deferred
Compensation Account to each Participant so long as all amounts deferred under
the Plan are included in the income of the Participant in the taxable year in
which the termination occurs.


14.4        No Financial Triggers.
The Employer may not terminate the Plan and make distributions to a Participant
due solely to a change in the financial health of the Employer. This provision
shall apply to amounts earned and vested before, on or after December 31, 2004.


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 therefore
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.



 29
 









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 the 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 and the time limits applicable to such
procedures, including a statement of the claimant’s right to bring a civil
action under ERISA following an adverse benefit determination on review.
Notwithstanding the forgoing, if the claim relates to a Participant who is
Disabled, the Plan Administrator shall notify the claimant of the decision
within 45 days (which may be extended for an additional 30 days if required by
special circumstances).


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.



 30
 









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.
Notwithstanding the forgoing, if the claim relates to a Participant who is
Disabled, the Committee shall notify the claimant of the decision within 45
days (which may be extended for an additional 45 days if required by special
circumstances).


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.


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 (net of any required withholdings) 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



 31
 









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
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.



 32
 









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;
Assumption of Plan. No Employer 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 under the Plan and upon such assumption, the
Successor Entity shall become obligated to perform the terms and conditions of
the Plan. Nothing herein shall prohibit the assumption of the obligations and
liabilities of the Employer under the Plan by any Successor Entity.


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 and the applicable requirements
of the Code.



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