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                                                                   Exhibit 10.16

                             THE TIMBERLAND COMPANY
                           DEFERRED COMPENSATION PLAN

                                    ARTICLE I
                                   DEFINITIONS

      1.1. DEFINITIONS. Whenever the following words and phrases are used in
this Plan, with the first letter capitalized, they shall have the meanings
specified below.

      (a) "Account" or "Accounts": one or more memorandum (bookkeeping) accounts
reflecting compensation deferred under the Plan and adjustments for notional
investment experience with respect thereto.

      (b) "Base Salary": a Participant's annual base salary, excluding bonuses,
commissions, incentive and all other remuneration for services rendered to
Company.

      (c) "Beneficiary" or "Beneficiaries": the person or persons, including a
trustee, personal representative or other fiduciary, last designated in writing
by a Participant in accordance with procedures established by the Committee to
receive the benefits specified hereunder in the event of the Participant's
death. The Committee may require, in the case of a married Participant, the
consent of the Participant's spouse to the designation of any non-spouse
Beneficiary. No beneficiary designation shall become effective until it is filed
with the Committee. In the absence of a valid beneficiary designation, the
beneficiary of a deceased Participant shall be deemed to be the Participant's
surviving spouse or, if there is no surviving spouse, the Participant's estate.

      (d) "Board": the Board of Directors of the Company.

      (e) "Bonus": any annual or other bonus that is designated by the Committee
as a "Bonus" for purposes of this Plan.

      (f) "Code": the Internal Revenue Code of 1986, as amended.

      (g) "Commissions": remuneration, subject to such limitations as the
Committee may prescribe, that (i) is payable to an Eligible Employee for
services consisting of the direct sale of a product or service; (ii) includes
either a portion of the purchase price for the product or service or an amount
calculated solely by reference to the volume of sales; and (iii) is contingent
upon the Company receiving payment for the product or service from an "unrelated
customer" within the meaning of Treasury Regulation Section 1.409A-2(a)(10).

      (h) "Committee": the individual or individuals appointed to administer the
Plan in accordance with Article VII.

      (i) "Company": The Timberland Company.

      (j) "Company Account": any Account other than a Deferral Account.

      (k) "Compensation": Base Salary, Bonuses, Commissions (or any combination
of the foregoing), Board fees, in each case determined prior to deferrals under
this Plan or otherwise, and Refund of 401(k) Contributions.

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      (l) "Deferral Account": an Account reflecting deferrals by a Participant
of his or her Compensation and adjustments for notional investment experience
with respect thereto.

      (m) "Disability": an inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, or such other permissible
definition of "disability" as set forth in final regulations under Code Section
409A, as determined by the Committee.

      (n) "Distributable Amount": the vested balance in a Participant's Account
or Accounts.

      (o) "Early Distribution": a distribution pursuant to an election under
Section 6.2.

      (p) "Effective Date": January 1, 2007, for this amendment and restatement
of the original plan document (adopted December 7, 2000, and effective January
1, 2001).

      (q) "Eligible Employee": Any individual employed by the Company or a
participating subsidiary of the Company who is selected by the Committee to be
eligible to participate in the Plan. Except to the extent the context indicates
otherwise, the term "Eligible Employee" shall include a member of the Board. The
Committee may require, as a condition to eligibility under the Plan, that an
employee complete such enrollment information, including without limitation
insurance forms for insurance on the employee's life to be owned by the Company,
as the Committee may determine.

      (r) "Fund" or "Funds": one or more of the investment funds selected by the
Committee pursuant to Section 3.2(b) to measure notional investment returns
under the Plan. The Committee may at any time and from time to time add or
subtract Funds.

      (s) "Hardship": a severe financial hardship to the Participant resulting
from a sudden and unexpected illness or accident; loss of property due to
casualty; or other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Participant, all as determined
by the Committee in accordance with Code Section 409A and related regulations.

      (t) "Participant": an Eligible Employee or a member of the Board who is
participating in the Plan or a former Eligible Employee or member of the Board
with an Account that has not been distributed.

      (u) "Payment Date": the date specified in accordance with the Plan for the
payment or commencement of payment of a Participant's Account.

      (v) "Plan": The Timberland Company Deferred Compensation Plan set forth
herein and as from time to time amended.

      (w) "Plan Year": the calendar year.

      (x) "Refund of 401(k) Contributions": amounts refunded under the
Timberland Retirement Earnings 401(k) Plan as a result of the average deferral
percentage test or the average contribution percentage test.


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      (aa) "Scheduled Withdrawal Date": A Payment Date elected by a Participant
for an in-service withdrawal of amounts attributable to a given Plan Year's
deferral.

      (bb) "Specified Employee": generally a key employee within the meaning of
Code Section 409A and related regulations.

      (cc) "Trust": the so-called "rabbi trust" maintained in connection with
the Plan.

      (dd) "Trustee": the trustee of the Trust.

                                   ARTICLE II
                                  PARTICIPATION

      Each Eligible Employee who elects a deferral pursuant to Article III, and
each other Eligible Employee for whom an Account is maintained under the Plan,
shall be a Participant. An individual shall not cease to be a Participant until
his or her Accounts have been distributed or withdrawn in full, but no
Participant who is not an Eligible Employee shall be entitled to defer
additional amounts of Compensation under the Plan.

                                  ARTICLE III
                               DEFERRAL ELECTIONS

      3.1. ELECTIONS TO DEFER COMPENSATION.

      (a) ELECTION UPON FIRST ELIGIBILITY. Within 30 days after becoming an
Eligible Employee, an individual may make an initial election to defer
Compensation for services to be performed subsequent to the election during the
current Plan Year. If the Committee permits an initial election to defer
Compensation that includes a performance-based Bonus where the election is made
after the performance period begins, the election will apply only to the Bonus
paid for services performed subsequent to the election, determined by
multiplying the total Bonus by the ratio of the number of days in the
performance period after the election over the total number of days in the
performance period.

      (b) GENERAL RULE. As long as an individual is an Eligible Employee, he or
she may elect to defer Compensation for services to be performed in each
subsequent Plan Year by making an annual election not later than 15 days prior
to the beginning of such subsequent Plan Year. In the case of Commissions,
services are deemed performed in the year in which the customer pays the
Company. Except as otherwise determined by the Committee, any election to defer
a Bonus pursuant to this Section 3.1(b) must be made prior to the beginning of
the Plan Year or other period to which the Bonus relates. The Committee may
permit an election to defer a performance-based Bonus to be made after the
beginning of the Plan Year and not later than six months before the end of the
performance period, provided that (i) the Eligible Employee making such election
has performed services continuously from the date the performance criteria are
established through the date such employee makes an initial deferral election;
(ii) the performance period is at least twelve months, and (iii) the Bonus is
not both substantially certain to be paid and readily ascertainable when the
election to defer the Bonus is made.

      (c) IRREVOCABILITY AND DURATION OF DEFERRAL ELECTION. An election under
Section 3.1(b) shall continue in effect only for the next Plan Year and shall be


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irrevocable during such year unless the Participant ceases to be an Eligible
Employee.

      Notwithstanding the foregoing to the contrary, the deferral election of an
Eligible Employee who receives a Hardship distribution pursuant to Section 6.3
shall be cancelled upon payment of such distribution.

      (d) FORM OF ELECTION. An election to defer any Compensation under this
Article III shall be expressed either as a percentage of the Compensation or as
a dollar amount and shall be made on such form and in such manner as prescribed
by or acceptable to the Committee.

      (e) MAXIMUM AND MINIMUM DEFERRALS. An election under Section 3.1(b) shall
not be given effect to the extent it (together with other deferrals or
withholdings with respect to the Participant) would reduce the amount otherwise
payable on a current basis to the Participant below the amount needed to satisfy
FICA (including Medicare), income taxes and employee benefit plan withholding
requirements. If an Eligible Employee elects a deferral under Section 3.1(b) for
any Plan Year, the minimum deferral amount shall be $5,000, except in the case
of a Refund of 401(k) Contributions.


      3.2. NOTIONAL OR HYPOTHETICAL INVESTMENT ELECTIONS.

      (a) Each Participant shall designate, in such manner as the Committee may
determine, the Funds in which his or her Accounts are to be deemed invested for
purposes of measuring the notional (hypothetical) investment return on such
Accounts. In designating one or more Funds pursuant to this Section 3.2, the
Participant may allocate the notional investment of his or her Accounts in whole
percentage increments, subject to such other or additional allocation methods as
may be determined by the Committee. A Participant may reallocate his or her
Accounts among the notional investment alternatives represented by available
Funds at such time and in such manner as prescribed by or acceptable to the
Committee. If a Participant fails to allocate any portion of his or her
Accounts, he or she shall be deemed to have designated as the measure of
notional investment return for such portion (i) if the Committee has selected a
money market Fund, such Fund, or (ii) if the Committee has not selected a
money-market Fund, a hypothetical savings account bearing a market rate of
interest, as determined by the Committee.

      (b) The Committee shall establish such reasonable rules as it deems
appropriate to adjust Accounts for notional investment experience.

                                   ARTICLE IV
                       DEFERRAL ACCOUNTS AND TRUST FUNDING

      4.1. DEFERRAL ACCOUNTS.

      The Committee shall establish and maintain a Deferral Account for each
Participant under the Plan and shall establish and maintain such subaccounts as
it deems necessary or appropriate to track the notional investment selections or
other elections applicable to the Deferral Account, and to separately track
amounts deferred (and notional investment experience on such amounts) before
January 1, 2005. A Participant's Deferral Account shall be credited as follows:

      (a) As soon as practicable after amounts are withheld and deferred from a
Participant's Compensation pursuant to an election under Section 3.1, the


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Committee shall credit the Participant's Deferral Account with an amount equal
to Compensation deferred by the Participant and shall allocate such amount among
the notional investment selections made by the Participant pursuant to Section
3.2(a). A credit made within five business days following the date of a
Participant's deferral shall automatically be deemed to satisfy the "as soon as
practicable" standard of the preceding sentence.

      (b) Each Deferral Account shall periodically be adjusted to reflect
notional investment experience in accordance with Section 3.2(b).

      (c) In the event that a Participant elects for a given Plan Year's
deferral of Compensation to have a Scheduled Withdrawal Date, all amounts
attributed to the deferral of Compensation for such Plan Year shall be accounted
for in a manner which allows separate accounting for the deferral of
Compensation and notional investment experience with respect thereto.

      4.2. COMPANY ACCOUNT.

      If the Company has determined to credit additional amounts (that is,
amounts other than Participant deferrals and notional investment experience with
respect thereto) under the Plan, the Committee shall establish and maintain a
Company Account for each affected Participant and shall establish and maintain
such subaccounts as it deems necessary or appropriate to track the notional
investment selections or other elections applicable to the Company Account, and
to separately track amounts credited (and notional investment experience on such
amounts) before January 1, 2005. A Participant's Company Account shall be
credited as follows:

      (a) On the date specified by the Committee in accordance with any decision
by the Company to credit additional amounts under this Section 4.2, the
Committee shall credit each affected Participant's Company Account with an
amount specified for such Participant and shall allocate such amount among the
notional investment selections made by the Participant pursuant to Section
3.2(a).

      (b) Each Company Account shall periodically be adjusted to reflect
notional investment experience in accordance with Section 3.2(b).

      (c) TRUST FUNDING. The Company has created a Trust to assist in the
payment of benefits under the Plan and shall from time to time contribute such
amounts to the Trust as it deems necessary or appropriate. The Trust is intended
to constitute a so-called "rabbi trust" and is intended not to constitute a
"funding" of the Plan for tax purposes or for purposes of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").

                                    ARTICLE V
                                     VESTING

      A Participant shall be 100% vested in his or her Deferral Account. The
Company may establish a vesting schedule (which may differ from Participant to
Participant) with respect to any Company Account.

                                   ARTICLE VI
                                 DISTRIBUTIONS

         6.1. IN GENERAL.
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      (a) DISTRIBUTION WITHOUT SCHEDULED WITHDRAWAL DATE. In the case of a
Participant whose employment with the Company terminates, the Distributable
Amount shall be paid to the Participant (and after his or her death to his or
her Beneficiary) in substantially equal annual installments over ten (10) years
commencing as soon as practicable following the Participant's termination of
employment date; provided, however, in the case of a "Specified Employee" such
commencement shall be delayed six (6) months (or if earlier until the death or
Disability of the Participant), except to the extent earlier commencement is
permitted under Code Section 409A regulations to comply with a domestic
relations order or a certificate of divestiture, or to pay employment taxes on
compensation deferred under the Plan. An optional form of benefit may be elected
by the Participant, on such form and in such manner as prescribed by or
acceptable to the Committee, at the time of the Participant's annual deferral
under the Plan, from among the following:

            (1)   a lump sum distribution; or

            (2)   substantially equal annual installments over five (5) years;
                  or

            (3)   substantially equal annual installments over fifteen (15)
                  years; and

            (4)   with respect to amounts deferred after December 31, 2006,
                  substantially equal annual installments over any period from
                  two (2) to fifteen (15) years.

      A Participant may not modify the form of benefit that he or she has
elected under this Section 6.1(a).

      The Participant's Accounts shall continue to be adjusted for notional
investment experience until all amounts credited to the Accounts have been
distributed.

      (b) DISTRIBUTION WITH SCHEDULED WITHDRAWAL DATE. In the case of a
Participant who has elected a Scheduled Withdrawal Date with respect to any
portion of his or her Accounts, the Participant shall receive the Distributable
Amount fraction of such portion of such Account commencing at or as soon as
practicable after the Scheduled Withdrawal Date, payable (as the Participant
elects) either in a lump sum or in annual installments over a period of two to
five years. The Scheduled Withdrawal Date for deferrals from, or additional
Company credits for, a given Plan Year can be no earlier than two years from the
last day of such Plan Year. A Participant may extend the Scheduled Withdrawal
Date for any Plan Year, provided such extension occurs at least twelve (12)
months before the Scheduled Withdrawal Date and defers the Payment Date by at
least five (5) years from the Scheduled Withdrawal Date. The Participant shall
have the right to twice modify any Scheduled Withdrawal Date; and with respect
to amounts deferred after December 31, 2006, such right shall be unlimited. In
the event the employment of a Participant terminates prior to (or in the case of
a Specified Employee, six (6) months prior to) a Scheduled Withdrawal Date other
than by reason of death, the vested portion of the Participant's Account
scheduled to be distributed at or as soon as practicable after such Scheduled
Withdrawal Date shall be forthwith distributed in the form elected by the
Participant under subsection (a) above but only to the extent such distribution
would be at least as rapid as under the form of payment in effect for the
Scheduled Withdrawal Date.


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      A Participant whose employment terminates while he or she is receiving
annual installments pursuant to this Section 6.2(b) shall receive a lump sum
distribution of the Distributable Amount as soon as practicable following the
Participant's termination of employment date; provided, however, in the case of
a "Specified Employee" such commencement shall be delayed six (6) months (or if
earlier until the death or Disability of the Participant), except to the extent
earlier commencement is permitted under Code Section 409A regulations to comply
with a domestic relations order or a certificate of divestiture, or to pay
employment taxes on compensation deferred under the Plan.

      (c) DISTRIBUTION UPON DEATH. In the case of a Participant who dies while
employed by the Company, the Participant's Account will be paid in a single lump
sum to the Participant's Beneficiary and, in addition, if at the time of the
Participant's death the Company held insurance under the Plan on the life of the
Participant in an amount and subject to such additional conditions as the
Committee may determine, the Company shall pay to the Beneficiary a supplemental
death benefit equal to $100,000.

      (d) POST-TERMINATION DEATH BENEFIT. In the event a Participant dies after
his or her employment has terminated and for whom there still remains an
undistributed vested balance in the Plan, the remaining vested balance shall,
except as otherwise determined by the Committee, be paid in a single lump sum to
the Participant's Beneficiary.

      6.2. EARLY NON-SCHEDULED DISTRIBUTIONS. This Section 6.2 shall apply only
to amounts deferred prior to January 1, 2005, and notional investment experience
on such amounts. A Participant shall be permitted to elect an Early Distribution
from his or her Account prior to the Payment Date, subject to the following
restrictions:

      (a) The election to take an Early Distribution shall be made by filing a
form prescribed by or acceptable to the Committee prior to the end of any
calendar month.

      (b) The amount of the Early Distribution shall equal up to 90% of the
Participant's vested Account balance.

      (c) The amount described in subsection (b) above shall be paid in a single
cash lump sum as soon as practicable after the end of the calendar month in
which the Early Distribution election is made.

      (d) If a Participant requests an Early Distribution of his or her entire
vested Account, the remaining balance of his or her Account (10% of the Account)
shall be permanently forfeited and the Company shall have no obligation to the
Participant or his Beneficiary with respect to such forfeited amount. If a
Participant receives an Early Distribution of less than his or her entire vested
Account, such Participant shall forfeit 10% of the gross amount to be
distributed from the Participant's Account and the Company shall have no
obligation to the Participant or his or her Beneficiary with respect to such
forfeited amount.

      (e) If a Participant receives an Early Distribution of either all or a
part of his or her Account, the Participant will be ineligible to participate in
the Plan for the balance of the Plan Year and the following Plan Year. All
distributions shall be made on a pro rata basis from among a Participant's
Accounts.


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      6.3. HARDSHIP DISTRIBUTION.

      A Participant shall be permitted to elect a distribution on account of
Hardship from his or her vested Accounts prior to the Payment Date, subject to
the following restrictions:

      (a) The election to take a Hardship distribution shall be made on such
form and in such manner as prescribed by or acceptable to Committee prior to the
end of any calendar month.

      (b) The Committee shall have made a determination that the requested
distribution is on account of a Hardship.

      (c) The amount determined by the Committee as a Hardship distribution
shall be paid in a single cash lump sum as soon as practicable after the end of
the calendar month in which the Hardship distribution election is approved by
the Committee.

      (d) If a Participant receives a Hardship distribution, the Participant
will be ineligible to participate in the Plan for the balance of the Plan Year
and the following Plan Year. Whether or not the Participant receives a Hardship
distribution under the Plan, if he or she takes a hardship distribution under
any 401(k) plan of the Company or its subsidiaries, he or she shall be
ineligible to participate in this Plan for the twelve month period beginning
with such hardship distribution.

      (e) The Hardship distribution shall not exceed the amount reasonably
necessary to satisfy the emergency need (which may include amounts necessary to
pay any federal, state or local income taxes or penalties reasonably anticipated
to result from the distribution).

      6.4. INABILITY TO LOCATE PARTICIPANT.

      In the event that the Committee is unable to locate a Participant or
Beneficiary within two years following the required Payment Date, the amount
allocated to the Participant's Deferral Account shall be forfeited. If, after
such forfeiture, the Participant or Beneficiary later claims such benefit, such
benefit shall be reinstated without interest or earnings.

                                   ARTICLE VII
                                 ADMINISTRATION

      7.1. COMMITTEE. The Committee shall be appointed by, and serve at the
pleasure of, the Management Development and Compensation Committee of the Board
(MDCC). The number of members comprising the Committee shall be determined by
the MDCC, which may from time to time vary the number of members. A member of
the Committee may resign by delivering a written notice of resignation to the
MDCC. The MDCC may remove any member at any time, with or without prior notice.

      7.2. COMMITTEE ACTION. The Committee shall establish such rules and
procedures, and delegate such ministerial responsibilities, as it deems
appropriate for carrying out its functions under the Plan. No member of the
Committee shall vote or act upon any matter which relates solely to himself or
herself as a Participant.

      7.3. POWERS AND DUTIES OF THE COMMITTEE.


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      (a) The Committee shall have complete discretion, consistent with the
express provisions of the Plan, to determine eligibility for participation in
the Plan and eligibility for, and the amount of, any distribution or withdrawal
under the Plan, and generally to administer and construe the Plan and determine
all matters that may arise under the Plan. The Committee's powers include, but
are not limited to, the following:

            (1) To select the Funds and change such selection from time to time;

            (2) To construe and interpret the terms and provisions of this Plan;

            (3) To compute and certify to the amount and kind of benefits
payable to Participants and their Beneficiaries;

            (4) To maintain all records that may be necessary for the
administration of the Plan;

            (5) To provide for the disclosure of all information and the filing
or provision of all reports and statements to Participants, Beneficiaries or
governmental agencies as shall be required by law;

            (6) To make and publish such rules for the regulation of the Plan
and procedures for the administration of the Plan as are not inconsistent with
the terms hereof;

            (7) To delegate to others such responsibilities, powers and duties
in connection with the administration of the Plan as the Committee deems
appropriate; and

            (8) To take all actions necessary for the administration of the Plan
or the Trust.

      7.4. CONSTRUCTION AND INTERPRETATION. The Committee's interpretation of
the Plan (including any forms or elections under the Plan), whether in general
or as applied to particular Participants or Beneficiaries, shall be final and
binding on all parties.

      7.5. INFORMATION. To enable the Committee to perform its functions, the
Company shall supply such information to the Committee as the Committee may
reasonably request.

      7.6. COMPENSATION, EXPENSES AND INDEMNITY.

      (a) The members of the Committee shall serve without compensation for
their services hereunder.

      (b) The Committee is authorized at the expense of the Company to employ
such legal counsel as it may deem advisable to assist in the performance of its
duties hereunder. Expenses and fees in connection with the administration of the
Plan shall be paid by the Company.

      (c) To the extent permitted by applicable state law, the Company shall
indemnify and hold harmless the Committee and each member thereof, the MDCC, the
Board and any delegate of the Committee who is an employee of the Company
against any and all expenses, liabilities and claims, including legal fees to
defend against such liabilities and claims arising out of their discharge in
good faith of responsibilities under or incident to the Plan, other than


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expenses and liabilities arising out of willful misconduct. This indemnity shall
not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement
or otherwise, as such indemnities are permitted under state law.

      7.7. STATEMENTS. The Committee shall cause periodic statements to be
provided (with such frequency as the Committee determines) to Participants and
Beneficiaries setting forth their Account balances and such other information as
the Committee deems pertinent.

      7.8. DISPUTES. The Committee shall establish a claims and review procedure
consistent with Section 503 of ERISA and shall communicate the procedure to
Participants. The procedure established by the Committee shall control all
proceedings that may arise with respect to disputes under the Plan.

                                  ARTICLE VIII
                                  MISCELLANEOUS

      8.1. UNSECURED GENERAL CREDITOR.

      Participants and their Beneficiaries, heirs, successors, and assigns shall
have no legal or equitable rights, claims, or interest in any specific property
or assets of the Company. No assets of the Company shall be held in any way as
collateral security for the fulfilling of the obligations of the Company under
this Plan. Any and all of the Company's assets shall be, and remain, the general
unpledged, unrestricted assets of the Company. The Company's obligation under
the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors. It
is the intention of the Company that this Plan be unfunded for purposes of the
Code and ERISA.

      8.2. RESTRICTION AGAINST ASSIGNMENT.

      The Company shall pay all amounts payable hereunder only to the person or
persons designated by the Plan and not to any other person or corporation. No
part of a Participant's Accounts shall be liable for the debts, contracts, or
engagements of any Participant, his or her Beneficiary, or successors in
interest, nor shall a Participant's Accounts be subject to execution by levy,
attachment, or garnishment or by any other legal or equitable proceeding, nor
shall any such person have any right to alienate, anticipate, sell, transfer,
commute, pledge, encumber, or assign any benefits or payments hereunder in any
manner whatsoever. If any Participant, Beneficiary or successor in interest is
adjudicated bankrupt or purports to anticipate, alienate, sell, transfer,
commute, assign, pledge, encumber or charge any distribution or payment from the
Plan, voluntarily or involuntarily, the Committee, in its discretion, may cancel
such distribution or payment (or any part thereof) to or for the benefit of such
Participant, Beneficiary or successor in interest in such manner as the
Committee shall direct.

      8.3. WITHHOLDING.

      There shall be deducted from each payment made under the Plan or any other
Compensation payable to the Participant (or Beneficiary) all taxes which are
required to be withheld by the Company in respect to such payment or this Plan.
The Company shall have the right to reduce any payment (or compensation) by the
amount of cash sufficient to provide the amount of said taxes.


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<PAGE>

      8.4. AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.

      The Management Development and Compensation Committee of the Board may
amend, modify, suspend or terminate the Plan in whole or in part, except that no
amendment, modification, suspension or termination shall have any retroactive
effect to reduce any amounts allocated to a Participant's Accounts. In the event
this Plan is terminated, the amounts allocated to a Participant's Accounts (and
notional investment experience on such amounts) that were deferred prior to
January 1, 2005, shall be distributed to the Participant or, in the event of his
or her death, his or her Beneficiary in a lump sum within thirty (30) days
following the date of termination. All other amounts shall be distributed as
soon as practicable in accordance with Code Section 409A and related
regulations.

      8.5. GOVERNING LAW.

      This Plan shall be construed, governed and administered in accordance with
the laws of New Hampshire except to the extent the same is preempted by ERISA.

      8.6. RECEIPT OR RELEASE.

      Any payment to a Participant or the Participant's Beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be in
full satisfaction of all claims against the Plan, the Committee or the Company.
The Committee may require a Participant or Beneficiary, as a condition precedent
to any payment, to execute a receipt and release to such effect.

      8.7. PAYMENTS ON BEHALF OF PERSONS UNDER INCAPACITY.

      In the event that any amount becomes payable under the Plan to a person
who, in the sole judgment of the Committee, is considered by reason of physical
or mental condition to be unable to give a valid receipt therefore, the
Committee may direct that such payment be made to any person found by the
Committee, in its sole judgment, to have assumed the care of such person. Any
payment made pursuant to such determination shall constitute a full release and
discharge of the Committee and the Company.

      8.8. LIMITATION OF RIGHTS AND EMPLOYMENT RELATIONSHIP.

      Neither the establishment of the Plan and Trust nor any modification
thereof, nor the creating of any fund or account, nor the payment of any
benefits shall be construed as giving to any Participant, or Beneficiary or
other person any legal or equitable right against the Company or the trustee of
the Trust except as provided in the Plan and Trust; and in no event shall the
terms of employment of any Employee or Participant be modified or in any way be
affected by the provisions of the Plan and Trust.

      8.9. HEADINGS.

      Headings and subheadings in this Plan are inserted for convenience of
reference only and are not to be considered in the construction of the
provisions hereof.


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