Exhibit
10.17  DIVERSIFIED INVESTMENT ADVISORS,
INC. NONQUALIFIED DEFERRED
COMPENSATION PLAN DOCUMENT  This Plan is to be used in
conjunction with the Diversified Investment Advisors, Inc. Nonqualified Deferred
Compensation Adoption Agreement   This Plan is an important legal document.  You should consult with your attorney on
whether or not it accommodates your particular situation, and on its tax and
legal implications.  Diversified
Investment Advisors, Inc. does not and cannot provide legal or tax advice.  The Plan Document and Adoption Agreement are
intended purely as specimen documents for use by you and your attorney.  Diversified can give no assurance that any
Employers Nonqualified Deferred Compensation arrangements will meet all
applicable Internal Revenue Service (IRS) and Department of Labor (DOL)
requirements.


TABLE OF CONTENTS  Article 1.
  
  Introduction
  2Article 2.
  
  Definitions
  3Article 3.
  
  Eligibility
  and Participation
  10Article 4.
  
  Elections
  and Contributions
  12Article 5.
  
  Distribution
  of Account Balances
  19Article 6.
  
  Plan
  Investments
  27Article 7.
  
  Beneficiary
  28Article 8.
  
  Vesting
  and Forfeitures
  29Article 9.
  
  Administration
  30Article 10.
  
  Miscellaneous
  34


ARTICLE
1.  INTRODUCTION  Whereas,
the Employer wishes to establish a nonqualified employee retirement plan (the Plan)
solely to provide deferred compensation for a select group of management or
highly compensated employees within the meaning of sections 201(2), 301(a)(3) and
401(a)(1) of the Employee Retirement Income Security Act of 1974,
effective January 1, 2005, and  Whereas,
the Plan is intended to comply with section 409A of the Internal Revenue Code,
as amended (the Code) and regulations thereunder, and  [If this is an amendment, restatement, and continuation of an existing
plan, the following shall apply:  Whereas,
the following provisions constitute an amendment, restatement, and continuation
of the Prior Plan, and  Whereas,
amounts that were Earned and Vested under the Prior Plan as of December 31,
2004, including earnings thereon, shall be considered Grandfathered Amounts,
and thereby, exempt from the requirements under Code section 409A, and amounts
that are earned or vested under this Plan after December 31, 2004,
including earnings thereon, shall be subject to the requirements under Code
section 409A.]  Whereas,
the Employer has determined that pursuant to the laws of the Employers state,
it may establish such a Plan, and  Whereas,
the Employer wishes to provide that the Plan to be established under this
Agreement shall have the name specified in Section 3 of the Adoption
Agreement, and  Whereas,
the Employer wishes to provide under the Plan that the Employer shall pay the
entire cost of vested accrued benefits from its general assets and/or assets
set aside in a grantor trust by the Employer to meet its obligations under the
Plan, and  Whereas,
the Employer intends that the assets of the Plan and, if applicable, the Trust
shall at all times be subject to the claims of the general creditors of the
Employer,  Now
therefore, the Employer does hereby establish the Plan as follows, and does
hereby agree that the Plan shall be structured, held and disposed of as
follows:   2


ARTICLE 2.  DEFINITIONS  2.1401(k) Deferrals
means for purposes of the Adoption Agreement, an election to defer Compensation
under the 401(k) Plan.  2.2401(k) Plan
means the qualified cash or deferred arrangement of the Employer.  2.3Adoption
Agreement means the Adoption Agreement executed by the Employer and submitted
to Diversified Investment Advisors, Inc. 
The Adoption Agreement shall be considered to be a part of this Plan.  2.4           Age means age at
the most recent birthday.  2.5Annual
Sub-Account means a bookkeeping account under a Calendar Year Plan established
and maintained by the Employer to which (1) Salary Reduction
Contributions, (2) Matching Contributions, (3) Nonelective Employer
Contributions, and (4) Performance-Based Compensation for a Plan Year
shall be credited to each respective Annual Sub-Account.  2.6Beneficiary
shall have the meaning set forth in Section 7.1.  2.7           Board means the
Employers Board of Directors.  2.8Calendar Year
Plan means a Plan under which the Employer establishes and maintains a
Participants Account on behalf of each Eligible Employees Annual Sub-Accounts
which include, if applicable, but are not limited to a (1) Salary
Reduction Contribution Account, (2) Performance-Based Compensation
Contribution Account, (3) Matching Contribution Account, and (4) Nonelective
Employer Contribution Account to which (1) Salary Reduction Contributions,
(2) Performance-Based Compensation Contributions, (3) Matching
Contributions, and (4) Nonelective Employer Contributions shall be
credited to each respective Annual Sub-Account.  2.9Claimant
means a Participant (or in the case of the Participants death, the Participants
Beneficiary or Beneficiaries) who makes a written application to the Plan Administrator
for benefits that he or she believes are due under the Plan.  2.10         Code means the
Internal Revenue Code of 1986, as amended.  2.11Compensation
means amounts so elected by the Employer (or if applicable, Company) in the
Adoption Agreement that are payable to an Eligible Employee (of if applicable,
Eligible Director or Independent Contractor) for services rendered to the
Employer (or if applicable, Company), including but not limited to wages,
salary, bonuses, overtime,   3


commissions, and other remuneration that is reportable to the Federal
government, or which would be reportable if it were not deferred under this
Plan.  Compensation shall be based on
amounts paid during that portion of the Plan Year in which the Eligible
Employee (or if applicable, Eligible Director or Independent Contractor) is a
Participant in the Plan.  Compensation
must be earned in the Plan Year in which any amount of such Compensation is
credited to a Participants Account.  2.12Company means
the entity designated as the Employer in Section 1 of the Adoption
Agreement.  For purposes of this Plan,
references to Employer shall mean Company, unless the context clearly indicates
otherwise.  2.13Deferral
Agreement means an election by an Eligible Employee to (1) make a Salary
Reduction Contribution and/or (2) specify a time of distribution for
Salary Reduction Contributions or Employer Contributions made on his or her
behalf, as so elected by the Employer in the Adoption Agreement.  A Deferral Agreement to make a Salary
Reduction Contribution must be made prior to the end of the Election Period
preceding the close of the Taxable Year preceding the Taxable Year in which
Compensation subject to the Salary Reduction Contribution is earned.  A Deferral Agreement must specify the time
and the form of distribution as permitted by the election of the Employer in
the Adoption Agreement.  Changes to a Deferral
Agreement may be made, but only before the Deferral Agreement becomes irrevocable,
which is generally the last day of a Participants Taxable Year.  The Participant must also list his or her
designated Beneficiary or Beneficiaries as described in Article 7.  2.14Deferred
Compensation means the amount of Compensation that the Participant elects to
defer under the Deferral Agreement and that the Participant and the Employer
mutually agree shall be deferred in accordance with the Plan, if any, and the
amount of any Employer Contributions, if any, made on behalf of the Participant.  2.15Disability or
Disabled means:  (a)A Participant (1) is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than
twelve (12) months, or (2) 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 twelve (12)  months, receiving income replacement benefits
for a period of not less than three (3) months under an accident and
health plan covering employees of the Participants Employer.  (b)As specified in
the Adoption Agreement, a Participant shall be deemed Disabled:  4


(1)If determined
to be totally disabled by the Social Security Administration;  (2)Inaccordancewith a disability insurance
program sponsored by the Employer, provided the definition of Disability set
forth in such insurance program satisfies the requirements of Section 2.15(a);
or  (3)In the Plan
Administrators sole discretion, provided that the Participant is disabled
under Section 2.15(a).  (c)In the event
the determination of Disability is made under Section 2.15(b)(2) or Section 2.15(b)(3),
the Plan Administrator shall have the exclusive right of determining, with the
assistance of a competent physician, whether a Participant is Disabled.  A certificate to that effect executed by the
Plan Administrator and supported by the affidavit of an examining physician,
shall be sufficient evidence of such fact and may be so accepted by the Plan
Administrator without further inquiry, provided that all Participants under
similar circumstances shall be treated alike.  2.16Earned and
Vested means amounts deferred under the Prior Plan, if any, to which a
Participant had a nonforfeitable right to receive as of December 31,
2004.  Such amounts are considered
Grandfathered Amounts.  The term Earned
and Vested is only applicable to a plan that is an amendment, restatement, and
continuation of a Prior Plan, as indicated in Section 4 of the Adoption
Agreement.  2.17Effective Date
means the effective date specified in Section 5(a) of the Adoption
Agreement for new plans, or Section 5(b) of the Adoption Agreement
for a plan that is an amendment, restatement, and continuation of a Prior Plan.  2.18Election
Period means the enrollment window(s) designated by the Employer in which
a Participant may be permitted to enter into a Deferral Agreement, make a
distribution election(s) upon Separation from Service and/or a Specified
Time, and make any changes to such election(s).  2.19Eligible
Director means the director of the Company who has been chosen by the Board
each year, in its sole discretion, to be eligible to participate in the
Plan.  For purposes of this Plan,
references to Eligible Employee shall mean Eligible Director, unless the
context clearly indicates otherwise.  2.20Eligible
Employee means an individual who is part of a select group of management or
highly compensated individuals who performs services for the Employer as an
employee and who has been chosen by the Employer each year, in its sole
discretion, to be eligible to participate in the Plan.  If Eligible Directors and/or Eligible
Independent Contractors participate in this Plan in accordance with the
Employers election in the Adoption   5


Agreement, the term Eligible Employee shall also mean such Eligible
Directors and/or Eligible Independent Contractors and the term employment
shall include service as a director or independent contractor unless the
context clearly indicates otherwise.  2.21Eligible
Independent Contractor means the Independent Contractor of the Company who has
been chosen by the Company each year, in its sole discretion, to be eligible to
participate in the Plan.  For purposes of
this Plan, references to Eligible Employee shall mean Eligible Independent Contractor,
unless the context clearly indicates otherwise.  2.22Employer
means the employer named in Section 1 of the Adoption Agreement and any
succeeding or continuing corporation. 
For purposes of Article 10.2, Employer shall also include all
persons with whom the Employer would be considered a single employer under Code
sections 414(b) or (c).  If Eligible
Directors and/or Eligible Independent Contractors participate in this Plan in
accordance with the Employers election in the Adoption Agreement, the term Employer
shall also mean Company unless the context clearly indicates otherwise.  2.23Employer
Contributions means Matching Contributions and/or Nonelective Employer
Contributions made by the Employer on behalf of a Participant, as so elected by
the Employer in the Adoption Agreement.  2.24         ERISA means the
Employee Retirement Income Security Act of 1974, as amended.  2.25Evergreen Plan
means a Plan under which the Employer establishes and maintains a Participants
Account, which may have sub-accounts depending on the Employers election, on
behalf of each Eligible Employee including, if applicable, but are not limited
to a (1) Salary Reduction Contribution Account, (2) Performance-Based
Compensation Contribution Account (3) Matching Contribution Account, and (4) Nonelective
Employer Contribution Account to which (1) Salary Reduction Contributions,
(2) Performance-Based Compensation Contributions, (3) Matching
Contributions, and (4) Nonelective Employer Contributions shall be
credited.  2.26Grandfathered
Amounts means amounts, if any, that were deferred under the Prior Plan and
Earned and Vested as of December 31, 2004. 
Grandfathered Amounts are not subject to the requirements under Code
section 409A.  The term Grandfathered
Amounts is only applicable to a plan that is an amendment, restatement, and
continuation of a Prior Plan, as indicated in Section 4 of the Adoption
Agreement.  2.27Key Employee means an
Eligible Employee treated as a specified employee as of his Separation from
Service under Code section 409A(a)(2)(B)(i), i.e., a key employee (as defined
in Code section 416(i) without regard to paragraph (5) thereof) of
the Company or its affiliates if the Company is a Publicly Traded Company.  Key Employees shall be determined in accordance
with Code section 409A using an identification date set forth in  6


the
Adoption Agreement.  A listing of Key
Employees as of an identification date shall be effective for the 12-month
period beginning on the effective date set forth on the Adoption Agreement.  2.28Legally
Binding Right means a nonforfeitable right that cannot be reduced or
eliminated within the meaning of Code section 409A and regulations thereunder.  2.29Matching
Contribution means an amount contributed by the Employer on behalf of a
Participant that elects to make a Salary Reduction Contribution under the Plan.  2.30Matching
Contribution Account means a bookkeeping account established by the Employer
for each Participant to which Matching Contributions shall be credited.  2.31Nonelective
Employer Contribution means an amount contributed by the Employer on behalf of
a Participant.  2.32Nonelective
Employer Contribution Account means a bookkeeping account established by the
Employer for each Participant to which Nonelective Employer Contributions shall
be credited.  2.33Participant
means any Eligible Employee (or if applicable, Eligible Director or Independent
Contractor) selected by the Employer who has elected to participate in the Plan
by entering into a Deferral Agreement.  2.34Participants
Account means a bookkeeping account established and maintained by the Employer
to which (1) Salary Reduction Contributions, (2) Matching
Contributions, (3) Nonelective Employer Contributions, and (4) Performance-Based
Compensation shall be credited.  A
Participants Account includes the Participants Annual Sub-Account, if
applicable.  2.35Performance-Based
Compensation meansCompensation
a participant will be entitled to upon satisfying organizational or individual
performance goals for a performance period that is at least 12 consecutive
months. For performance-based compensation elections, a participant is
permitted to make deferral elections after the beginning of the taxable year
the participant will perform the services, provided that:  ·The participant
makes the deferral election on or before the date that is six months prior to
the end of the related performance period;  ·The participant
performs services continuously from the later of: (i) the beginning of the
performance period or (ii) the date the Company establishes the
performance criteria, through the date the participant makes the deferral
election; and   7


·The amount of
performance-based compensation that will be earned is not readily ascertainable
(e.g., the performance goals are not certain to be achieved at the time the
participant makes the deferral election).  Whether or not Compensation
is considered Performance-Based Compensation shall be determined under
procedures established by the Plan Administrator and in accordance with Code
section 409A and regulations thereunder).  2.36Performance-Based
Compensation Contribution Account means a bookkeeping account established by
the Employer for each Participant electing to defer all or a portion of his or
her Performance-Based Compensation.  2.37Performance-Based
Compensation Deferral Election means an election to defer all or a portion of
Performance-Based Compensation earned during a service period.  2.38         Plan means this plan,
as named in the Adoption Agreement.  2.39Plan
Administrator means the Employer or other person(s) or entity(ies)
appointed by the Employer in accordance with Article IX.  2.40Plan Year
means a twelve (12) consecutive month period beginning and ending on the dates
specified in the Adoption Agreement.  2.41Prior Plan
means a predecessor nonqualified deferred compensation plan, if any, that was
in existence as of October 3, 2004 and is named in the Adoption
Agreement.  The Prior Plan is or is not
intended to be subject to Code section 409A depending on the election made by
the Employer in the Adoption Agreement. 
The term Prior Plan is only applicable to a plan that is an amendment,
restatement, and continuation of a plan in existence as of October 3,
2004, as indicated in the Adoption Agreement.  2.42Publicly Traded Company
means an entity any stock of which is publicly traded on an established
securities market or otherwise.  2.43Retirement Age
means the age specified in the Adoption Agreement.  2.44Salary
Reduction Contribution means an amount of Compensation a Participant elects to
defer under his or her Deferral Agreement which shall be deducted from the
Participants Compensation without reduction for any taxes or withholding
(except to the extent required by law or under Code section 409A and
regulations thereunder.)  2.45Salary
Reduction Contribution Account means a bookkeeping account established by the
Employer for each Participant electing to make a Salary Reduction Contribution
under the Plan.  8


2.46Separation
from Service means a separation from within the meaning of Code section 409A
and regulations thereunder.  2.47Specified Time
means the time a Participants account may be distributed prior to a Separation
from Service.  A Participants
distribution as of a Specified Time shall be null and void upon a Participants
Separation from Service.  2.48Taxable Year
means the Participants taxable year.  2.49Trust means
the Trust Agreement between the Employer and the Trustees that meets the
requirements of a grantor trust under Revenue Procedures 92-64 and 92-65 and
otherwise meets the requirements under Code section 409A and regulations
thereunder.  2.50Trustees means
the Trustees named in the Trust and their duly appointed and acting successor
Trustee(s) which shall be appointed by the corporation and may consist of
one or more persons.  2.51Unforeseeable
Emergency means a severe financial hardship to a Participant resulting from an
illness or accident of the Participant, the Participants spouse, or a
dependent (as defined in Code section 152(a)) of the Participant, 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.  Whether or not a
Participant has an Unforeseeable Emergency shall be determined by the Plan Administrator
in accordance with Code section 409A and applicable regulations thereunder.   9


ARTICLE 3.  ELIGIBILITY
AND PARTICIPATION  3.1Eligibility to Participate in the Plan.  (a)(1)If this Plan is an amendment,
restatement, and continuation of the Prior Plan, as indicated in the Adoption
Agreement, every Eligible Employee who was a Participant in the Prior Plan
immediately prior to the Effective Date shall continue to be an Eligible
Employee eligible to participate in this Plan. 
Each other Eligible Employee shall be eligible to participate in the Plan
on the Effective Date.  Thereafter, each
employee, independent contractor or director shall be eligible to participate
in the Plan on the date the Employer, in its sole discretion, determines that
such person is an Eligible Employee.  (2)If this Plan is a new plan, as indicated
in the Adoption Agreement, each Eligible Employee shall be eligible to
participate in the Plan on the Effective Date. 
Thereafter, each employee, independent contractor or director shall be
eligible to participate in the Plan on the date the Employer, in its sole discretion,
determines that such person is an Eligible Employee.  (b)An Eligible Employee shall become a
Participant in the Plan by executing a Deferral Agreement in accordance with
procedures established by the Plan Administrator.  3.2.Re-Employment.  A Participant whose employment or service
with the Employer is terminated and is subsequently re-employed or re-enters
service may become a Participant only if he or she (1) is designated an
Eligible Employee by the Employer and (2) elects to participate in the
Plan by executing a Deferral Agreement in accordance with procedures
established by the Plan Administrator.  3.3Re-Employment of Previously Eligible
Employee.  A previously Eligible Employee
whose employment or service with the Employer is terminated is subsequently
re-employed or re-enters service, may become a Participant only if he or she (1) is
designated an Eligible Employee by the Employer,  (2) elects to participate in the
Plan  by executing a Deferral Agreement
in accordance with procedures established by the Plan Administrator, and (3) has
already taken a complete distribution or has not taken a full distribution but
has not accrued any benefit under the plan, except earnings, for a period of 24
months.   10


3.4Change in Employment Status.  During any period in which a Participant
remains in the employ or service of the Employer, but ceases to be an Eligible
Employee, he or she shall cease to be a Participant in the Plan.   11


ARTICLE 4.  ELECTIONS
AND CONTRIBUTIONS  4.1Election to Make Salary Reduction Contributions.  (a)           Deferral
Agreement.  (1)           An
Eligible Employee may make an irrevocable Deferral Agreement to make a Salary
Reduction Contribution in one (1) percent increments, not to exceed the
percentage of Compensation specified in the Adoption Agreement, by the end of
the Election Period preceding the Taxable Year in which such Compensation
subject to the Salary Reduction Contribution is earned.  (2)Unless otherwise specified in the
Adoption Agreement, the Deferral Agreement must specify:  (i)            The
time of distribution; and  (ii)           The
form of distribution.  (3)           A
Deferral Agreement shall be made in accordance with procedures established by the
Plan Administrator and in accordance with Code section 409A and regulations
thereunder.  (b)           Timing
of Initial Deferral Agreement.  If this
Plan is a new Plan, and the Eligible Employee is not a participant in another
account balance plan of the Employer within the meaning of Code section 409A
and regulations thereunder, the Eligible Employee who is eligible to
participate in this Plan as of the Plans Effective Date may make an initial
Deferral Agreement to make a Salary Reduction Contribution within thirty (30)
days after the Plans Effective Date. 
Each other Eligible Employee, Re-Employed Employee or Re-Employed
Previously Eligible Employee who is not a participant in another account
balance elective plan of the Employer within the meaning of Code section 409A
and regulations thereunder may make an initial Deferral Agreement to make a
Salary Reduction Contribution within thirty (30) days after the date the
Eligible Employee first becomes eligible to participate in the Plan.  Any such Deferral Agreement must apply only
to compensation paid for services performed after the election.  In all other cases, the initial Deferral
Agreement to make a Salary Reduction Contribution must be made no later than
the last day of the Election Period preceding the Taxable Year in which
Compensation subject to the Salary Reduction Contribution is earned.  (c)           Frequency
of Making a Deferral Agreement after Initial Election.   12


(1)           If
the Employer so elects in the Adoption Agreement, a Participant may elect to
make a Salary Reduction Contribution on his or her Deferral Agreement each Plan
Year (annual deferral election).  (2)           If
the Employer so elects in the Adoption Agreement, a Participants Deferral
Agreement shall remain in effect such that the Participant will automatically
be deemed to have made a Deferral Agreement each Plan Year so long as the
Deferral Agreement becomes irrevocable no later than the last day of the
Election Period preceding the Taxable Year in which Compensation subject to the
Salary Reduction Contribution is earned (carry-forward deferral election).  (i)            The
Participant may modify or terminate his or her automatic Deferral Agreement by
notifying the Plan Administrator at any time, but any such modification or
termination must be made no later than the last day of the Election Period
preceding the Taxable Year in which Compensation subject to the Deferral
Agreement would have otherwise been earned.  (ii)           The
modification or termination of a Participants automatic Deferral Agreement
shall be made in accordance with procedures established by the Plan
Administrator and in accordance with Code section 409A and regulations
thereunder.  (d)           Failure
to Make Timely Election.  If an Eligible
Employee fails to enter into a timely Deferral Agreement, the Eligible Employee
shall be deemed to have elected to make no Salary Reduction Contributions for
the applicable Plan Year.  (e)           Crediting
of Salary Reduction Contributions. 
Salary Reduction Contributions made by a Participant under this Section 4.1
shall be credited to the Participants Account as soon as practicable after the
Compensation subject to the Salary Reduction Contribution would have otherwise
been paid to the Participant.  All Salary
Reduction Contributions shall be held as an asset of the Employer.  (f)            Any
Deferral Agreement to make Salary Reduction Contributions under this Section 4.1
shall be at all times subject to the rules set forth under Section 4.4.  4.2Employer Contributions.  (a)           Matching
Contributions.  If the Employer so elects
in the Adoption Agreement, the Employer may make a Matching Contribution as
specified in the Adoption Agreement.   13


(b)           Nonelective
Employer Contributions.  If the Employer
so elects in the Adoption Agreement, the Employer may make Nonelective Employer
Contributions under this Plan.  The
amount of such Nonelective Employer Contributions shall be equal to the amount
specified in the Adoption Agreement.  (c)           Election
of Time and Form of Distribution for Employer Contributions.  (1)           If
the Employer so elects in the Adoption Agreement, a Participant may elect on
his or her Deferral Agreement to defer Employer Contributions by specifying:  (i)            The
time of distribution; and  (ii)           The
form of distribution.  (2)           The
time and form of distribution must be specified no later than the time the
Participant obtains a Legally Binding Right to such Employer
Contributions.  After such time,
modification to the time or form of distribution may only be made in accordance
with Section 4.4.  (3)           A
Deferral Agreement shall be made in accordance with procedures established by
the Plan Administrator and in accordance with Code section 409A and regulations
thereunder.  (4)           The
Participant may modify or terminate the time and/or form of distribution
specified under this Section 4.2(c) by notifying the Plan
Administrator prior to the Participant obtaining a Legally Binding Right to the
Employer Contributions subject to the modification and/or termination. After
such time, modification to the time or form of distribution may only be made in
accordance with Section 4.4.  (5)           The
modification or termination of the time and/or form of distribution specified
under this Section 4.2(c) shall be made in accordance with procedures
established by the Plan Administrator and in accordance with Code section 409A
and regulations thereunder.  (d)           Failure
to Make Timely Election.  If an Eligible
Employee fails to set the time and form of distribution prior to the time the
Participant obtains a Legally Binding Right to Employer Contributions made on
his or her behalf, any election to defer such Employer Contributions after such
time shall be subject to the rules set forth under Section 4.4.  Such election to defer Employer Contributions
after the date the Participant obtains a Legally Binding Right to such Employer
Contributions  14


shall be made in
accordance with procedures established by the Plan Administrator and in accordance
with Code section 409A and regulations thereunder.  (e)           Crediting
of Employer Contributions.  Employer
Contributions made on behalf of a Participant and deferred under this Section 4.2
shall be credited to the Participants Account as soon as practicable.  All Employer Contributions deferred under
this Section 4.2 shall be held as an asset of the Employer.  (f)            A
Deferral Agreement under this Section 4.2 shall be at all times subject to
the rules set forth under Section 4.4.  4.3Performance-Based Compensation.  (a)           If
the Employer so elects in the Adoption Agreement, a Participant may make a
Performance-Based Compensation Deferral Election, subject to the requirements
of Section 4.3(b).  (b)           If
the Plan Administrator, in its sole discretion, determines that Compensation
constitutes Performance-Based Compensation that is based on services performed
over a period of at least twelve (12) months, the Plan Administrator will
establish procedures under which an Eligible Employee may elect to defer such Performance-Based
Compensation, but such election must be made no later than six (6) months
before the end of the performance period. 
Such procedures established by the Plan Administrator shall be made in
accordance with Code section 409A and regulations thereunder.  (c)           A
Performance-Based Compensation Deferral Election must specify:  (1)           The
time of distribution; and  (2)           The
form of distribution.  (d)           Crediting
of Performance-Based Compensation. Performance-Based Compensation deferred
under this Section 4.3 shall be credited to the Participants Account as
soon as practicable after such Performance-Based Compensation would have
otherwise been paid to the Participant.  (e)           A
Performance-Based Compensation Deferral Election made under this Section 4.3
shall apply to Performance-Based Compensation only.  The rules set forth under Section 4.1
or Section 4.2 shall not apply and shall not supplant the rules set
forth under this Section 4.3.   15


(f)            A
Performance-Based Compensation Deferral Election to defer made under this Section 4.3
shall be at all times subject to the rules set forth under Section 4.4.  4.4Changes in Time or Form of
Distribution.  (a)           A Participant may make a subsequent
election to change the time and/or form of a distribution he or she specified
in his or her Deferral Agreement under Section 4.1, Section 4.2,
and/or a Performance-Based Compensation Deferral Election under Section 4.3,
but only if the following conditions are satisfied:  (1)           The election may not take effect
until at least twelve (12) months after the date on which the election is made;  (2)           In the case of an election to change
the time and/or form of a distribution under Sections 5.2 and 5.3, a
distribution may not be made earlier than at least five (5) years from the
date the distribution would have otherwise been made;  (3)           In the case of an election to change
the time and/or form of a distribution under Sections 5.2 and 5.3, the election
must be made at least twelve (12) months before the date of the first scheduled
distribution; and  (4)           The
election may not result in an impermissible acceleration of payment prohibited
under Code section 409A and applicable guidance thereunder.  If the Plan Administrator, in its sole
discretion, determines that a change in the time and/or form of a distribution
will result in an impermissible acceleration, the Plan Administrator reserves
the right to refuse to honor the change.  (b)           A
Participant may change the form of distribution he or she specified in his or
her Deferral Agreement under Section 4.1, Section 4.2, and/or a
Performance-Based Compensation Deferral Election under Section 4.3 to any
one of the distribution form(s) elected by the Employer in the Adoption
Agreement, so long as the change meets the requirements set forth under Section 4.4(a).  (c)           For purposes of making a subsequent
election under Section 4.4(a)(2), any form of distribution elected by the
Participant and any amounts payable in the form(s) set forth under
Sections 5.1A(a)(3) and 5.1A(a)(4) or Sections 5.1B(a)(3) and
5.1B(a)(4) shall be treated as a single payment.  (d)           The
rules set forth in this Section 4.4 may apply separately to each time
and/or form of distribution specified in a Participants Deferral Agreement
under Section  16


4.1, Employer
Contributions under Section 4.2, and/or a Performance-Based Compensation
Deferral Election under Section 4.3.  (e)           A
change in the time and/or form of distribution shall be made in accordance with
procedures established by the Plan Administrator and in accordance with Code
section 409A and regulations thereunder.  (f)            Change in the time and/or form of distribution elections or conditions
on or before December 31, 2008. 
If the Employer so elects in the Adoption Agreement by December 31,
2008, a Participant may make a subsequent election to change the time and/or
form of a distribution he or she specified in his or her Deferral Agreement
under Section 4.1, Section 4.2, and/or a Performance-Based
Compensation Deferral Election under Section 4.3 and such subsequent
distribution election shall not be treated as a change in the time or form of
distribution or an acceleration of a payment under Section 4.4(a) provided
that the following conditions are met:  (1)           Such
subsequent election by the Participant is made on or before December 31,
2008.  (2)           With
respect to a subsequent election to change a time and/or form of distribution
made on or after January 1, 2006 and on or before December 31, 2006,
the election may apply only to amounts that would not otherwise be payable in
2006 and may not cause an amount to be paid in 2006 that would not otherwise be
payable in 2006.  (3)           With
respect to a subsequent election to change a time and/or form of distribution
made on or after January 1, 2007 and on or before December 31, 2007,
the election may apply only to amounts that would not otherwise be payable in
2007 and may not cause an amount to be paid in 2007 that would not otherwise be
payable in 2007.  (4)           With
respect to a subsequent election to change a time and/or form of distribution
made on or after January 1, 2008 and on or before December 31, 2008,
the election may apply only to amounts that would not otherwise be payable in
2008 and may not cause an amount to be paid in 2008 that would not otherwise be
payable in 2008.  4.5Right to Terminate Participation or
Cancel a Deferral Election During Calendar Year 2005.  (a)           So
long as the Employer so adopted by December 31, 2005 as indicated in the Adoption
Agreement, a Participant and/or the Plan Administrator may elect to:   17


(1)           Terminate
a Participants participation in this Plan at any time during all or part of
calendar year 2005; or  (2)           Cancel
a Participants deferral election made under Section 4.1, Section 4.2,
and/or Section 4.3 during all or part of calendar year 2005.  (b)           In
order to effectuate any termination of participation under Section 4.5(a)(1) or
cancellation of a deferral election under Section 4.5(a)(2), amounts
subject to such termination or cancellation must be includible in income in the
taxable year in which the Participant obtains a nonforfeitable right to receive
such amounts.  Any termination of participation
or cancellation of a deferral election may result in a lower amount of
deferrals under this Plan, without a complete elimination of the deferrals.  (c)           In
the event of a termination of participation under Section 4.5(a)(1) or
the cancellation of a deferral election under Section 4.5(a)(2), and a
distribution of deferred amounts subject to the cancellation or payable upon
termination is made, such distribution will not cause this Plan to violate Code
section 409A, provided that the full amount of the distribution is included in
the Participants income in calendar year 2005, or if later, the taxable year
in which the Participant obtains a nonforfeitable right to receive such amount.  4.6Elections to Defer Compensation Earned on
or Before December 31, 2005.  If
this Plan is an amendment, restatement, and continuation of the Prior Plan, as
indicated in the Adoption Agreement, a Participant electing to defer
Compensation earned on or before December 31, 2005 will not be subject to
this Article 4 with respect to such election, provided that the:  (a)           Election to defer is made on or
before March 15, 2005;  (b)           Amounts
to which the deferral election relate have not been paid or become payable at
the time of election; and  (b)           Election to defer such Compensation
or Employer Contributions is made in accordance with the terms of this Plan.    18


ARTICLE 5.  DISTRIBUTION OF
ACCOUNT BALANCES  5.1ADistribution
Forms for Evergreen Plans.  (a)If this Plan is
an Evergreen Plan as specified in the Adoption Agreement, then a Participant
may, to the extent permitted by the elections of the Employer specified in the
Adoption Agreement, elect in his or her Deferral Agreement under Section 4.1,
Section 4.2, and/or a Performance-Based Compensation Deferral Election
under Section 4.3 to have his or her Participants Account balance
distributed in:  (1)A lump sum
payment;  (2)Installment
payments over the life expectancy of the Participant (as determined under IRS
tables for purposes of Section 72 of the Code).  In accordance with the Employers
election(s), a Participant electing installment payments over his or her life
expectancy must designate in his or her Deferral Agreement under Section 4.1,
Section 4.2, and/or a Performance-Based Compensation Deferral Election
under Section 4.3 that such payments will be made monthly, quarterly,
semi-annually or annually;  (3)Installment
payments over a period of time, not to exceed twenty (20) years.  In accordance with the Employers
election(s), a Participant electing installment payments over a period of years
must designate in his or her Deferral Agreement under Section 4.1, Section 4.2,
and/or a Performance-Based Compensation Deferral Election under Section 4.3
that such payments will be made monthly, quarterly, semi-annually or annually
over three (3), five (5), ten (10), fifteen (15), or twenty (20) years, or on
some other payment schedule; or  (4)A partial
single, lump sum payment and installment payments.  A Participant electing such partial payment
must specify in his or her Deferral Agreement under Section 4.1, Section 4.2,
and/or a Performance-Based Compensation Deferral Election under Section 4.3
the percentage of the payment required to be paid as a single, lump sum and the
percentage of the payment required to be paid as installment payments.  In accordance with the Employers election(s) under
the Adoption Agreement, a Participant must designate in his or her Deferral
Agreement under Section 4.1, Section 4.2, and/or a Performance-Based
Compensation Deferral Election under Section 4.3 whether such payments
will be made over the life expectancy of the Participant or over a period of
years (specifying the  19


number of years) and whether such distributions shall be made monthly,
quarterly, semi-annually or annually.  (b)As specified in
the Adoption Agreement, the distribution form(s) elected under this Section 5.1A
shall be made upon the occurrence of a distributable event, and in accordance
with the Employers distribution procedure as specified in the Adoption
Agreement.  (c)Notwithstanding
the distribution form(s) elected, if a Participants Account balance
and/or Age is less than the minimum specified in the Adoption Agreement at the
time a distributable event occurs, the full Participants Account balance shall
be distributed in a lump sum payment in accordance with Section 5.1A(b).  5.1BDistribution
Forms for Calendar Year Plans.  (a)If this Plan is
a Calendar Year Plan as specified in the Adoption Agreement, then a Participant
may, to the extend permitted by the elections of the Employer specified in the
Adoption Agreement, elect in his or her Deferral Agreement under Section 4.1,
Section 4.2, and/or a Performance-Based Compensation Deferral Election
under Section 4.3 to have his or her Calendar Year balance(s) distributed
with respect to such Plan Year in:  (1)A lump sum
payment;  (2)Installment
payments over the life expectancy of the Participant (as determined under IRS
tables for purposes of Section 72 of the Code).  In accordance with the Employers
election(s), a Participant electing installment payments over his or her life
expectancy must designate in his or her Deferral Agreement under Section 4.1,
Section 4.2, and/or a Performance-Based Compensation Deferral Election
under Section 4.3 that such payments will be made monthly, quarterly, semi-annually
or annually;  (3)Installment
payments over a period of time, not to exceed twenty (20) years.  In accordance with the Employers
election(s), a Participant electing installment payments over a period of years
must designate in his or her Deferral Agreement under Section 4.1, Section 4.2,
and/or a Performance-Based Compensation Deferral Election under Section 4.3
that such payments will be made monthly, quarterly, semi-annually or annually
over three (3), five (5), ten (10), fifteen (15), or twenty (20) years, or on
some other payment schedule; or  20


(4)A partial
single, lump sum payment and installment payments.  A Participant electing such partial payment
must specify in his or her Deferral Agreement under Section 4.1, Section 4.2,
and/or a Performance-Based Compensation Deferral Election under Section 4.3
the percentage of the payment required to be paid as a single, lump sum and the
percentage of the payment required to be paid as installment payments.  In accordance with the Employers election(s) under
the Adoption Agreement, a Participant must designate in his or her Deferral
Agreement under Section 4.1, Section 4.2, and/or a Performance-Based
Compensation Deferral Election under Section 4.3 whether such payments
will be made over the life expectancy of the Participant or over a period of
years (specifying the number of years) and whether such distributions shall be
made monthly, quarterly, semi-annually or annually.  (b)As specified in
the Adoption Agreement, the distribution forms elected under this Section 5.1B
shall be made upon the occurrence of a distributable event and in accordance
with the Employers distribution procedure as specified in the Adoption
Agreement.  (c)Notwithstanding
the distribution form(s) elected, if a Participants Account balance(s) and/or
Age is less than the minimum specified in the Adoption Agreement at the time a
distributable event occurs, the full Account balance(s) shall be
distributed in a lump sum payment in accordance with Section 5.1B(b).  (d)Different forms
of distribution may be elected for different years.  5.2Distribution as
of a Specified Time.  (a)A Participant
may designate at the time he or she completes his or her Deferral Agreement to
receive a Specified Time distribution in the form(s) so elected by the
Employer in the Adoption Agreement and as of a Specified Time designated by the
Employer in the Adoption Agreement.  (b)Distributions
made under this Section 5.2 shall be made in accordance with Section 5.1A(b) or
Section 5.1B(b) as applicable.  (c)Notwithstanding
Section 5.2(b), if the Employer so elects, distributions under this Section 5.2
may not commence until the date or Age specified in the Adoption Agreement.  (d)Different dates
of distribution may be elected for different years.  21


5.3Distribution
upon Separation from Service.  (a)Upon a
Participants Separation from Service, the unpaid portion of his or her
Participants Account balance, if any, shall be distributed in the form(s) so
elected by the Employer in the Adoption Agreement.  (b)Distributions
made under this Section 5.3 shall be made in accordance with Section 5.1A(b) or
Section 5.1B(b), as applicable.  (c)In the case of
a Separation from Service of a Key Employee, distributions under this Section 5.3
may not be made before the date which is six (6) months after the date of
the Key Employees Separation from Service (or, if earlier, the date of death
of the Key Employee).  5.4Distribution
upon Disability.  If a Participant
becomes Disabled while employed with the Employer, the unpaid portion of his or
her Participants Account balance, if any, shall be distributed in a single
sum.  5.5Distribution
upon Death.  If a Participant dies while
employed with the Employer, the unpaid portion of his or her Participants
Account balance, if any, shall be distributed in a single sum.  5.6Withdrawals for
Unforeseeable Emergency.  (a)A Participant
may withdraw all or any portion of his or her Participants Account balance for
an Unforeseeable Emergency.  The amounts
distributed with respect to an Unforeseeable Emergency may not exceed the
amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary
to pay taxes reasonably anticipated as a result of the distribution, after
taking into account the extent to which such hardship is or 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) or by cessation of
deferrals under the Plan.  The Plan
Administrator, in its sole discretion, shall determine whether an Unforeseeable
Emergency has occurred and shall distribute all or any portion of a Participants
Account balance as soon as practicable after such a determination.  (b)If a
Participant receives a distribution on account of an Unforeseeable Emergency
under this Plan, such Participants Deferral Agreement shall terminate:  (1)As soon as
practicable following a withdrawal for an Unforeseeable Emergency; or  22


(2)If a
Participants Deferral Agreement is required to be terminated in order for the
Participant to receive a hardship distribution under the 401(k) Plan, or
other plan of the Employer, as soon as practicable following a withdrawal for
an Unforeseeable Emergency.  5.7Distribution
upon a Change in Control Event.  Upon a
Change in Control Event, the unpaid portion of a Participants Account balance,
if any, shall be distributed at the time so elected by the Employer in the
Adoption Agreement.  (a)A Change in
Control Event means an event described under Code section 409A(a)(2)(A)(v) and
regulations thereunder.  (b)Generally, to
constitute a Change in Control Event as to a Participant, the Change in Control
Event must relate to (1) the corporation for whom the Participant is
performing services at the time of the Change in Control Event, (2) the
corporation that is liable for the payment of Plan benefits to the Participant
(or all corporations liable for the payment if more than one corporation is
liable), or (3) a corporation that is a majority shareholder of a
corporation identified in (1) or (2), or any corporation in a chain of
corporations in which each corporation is a majority shareholder of another
corporation in the chain, ending in a corporation identified in (1) or
(2).  The ultimate parent corporation in
such a chain shall be referred to as the Parent.  (c)Generally, the
types of Change in Control Events are:  (1)Change in ownership,if a person, or a group of persons
acting together, acquires more than 50% of the stock of the corporation;  (2)Change in effective controlif, over a 12-month period, a
person or group acquires stock representing 30% of the voting power of the
corporation or a majority of the members of the board of directors of the
parent corporation is replaced by directors not endorsed by the persons who
were members of the board before the new directors appointment;  (3)Change in ownership of a substantial portion of corporate assetsif
a person or group acquires 40% or more of the gross fair market value of the
assets of a corporation over a 12-month period; or  (4)A narrower
definition in a separate written agreement increasing the percentages listed in
this section above.  The entering into of
any such separate written agreement must satisfy the requirements of Code
section 409A and the regulations thereunder.  23


5.8Intervening
Distributable Events.  If a Participant
has incurred a Separation from Service (whether or not such Participant is
currently receiving a distribution in the form(s) set forth under Sections
5.1A(a)(2), 5.1A(a)(3), and 5.1A(a)(4) or Sections 5.1B(a)(2), 5.1B(a)(3),
and 5.1B(a)(4) on account of a distributable event under Sections 5.2 or
5.3), then in lieu of the foregoing distribution form(s), the remainder of the
Participants Account balance may be distributed in a lump sum in accordance
with Section 5.1A(b) or Section 5.1B(b) upon the occurrence
of an intervening distributable event under Sections 5.4 through 5.7.  The Employer shall specify in the Adoption
Agreement whether such lump sum payment is to be made under any or all of the
distributable events set forth under Sections 5.4 through 5.7.  5.9Impermissible
Acceleration.  If the Plan Administrator,
in its sole discretion, determines that a distribution under this Article will
result in an impermissible acceleration prohibited under Code section 409A and
applicable guidance thereunder, the Plan Administrator reserves the right to
refuse to make any such distribution unless and until the Plan Administrator
determines that the distribution will be made in accordance with Code section
409A.  5.10Delay in
Payment.  If the Plan Administrator
cannot make a distribution by the dates specified under Section 5.1A(b) or
Section 5.1B(b) for reasons beyond the Employers control, or if a
distribution would jeopardize the Employers solvency or if the Plan
Administrator, in its sole discretion, determines that (1) the deduction
associated with a distribution under this Plan would be limited by Code section
162(m), or (2) a distribution would violate federal securities laws, the
Plan Administrator may delay such distributions.  5.11Default time
and form of distribution.  If the
Participant does not select a time and form of distribution in accordance with
this Article 5, the time and form of distribution shall be a lump sum
distribution paid as soon as administratively feasible following Separation
from Service in accordance with the Plans distribution procedures.  5.12Accelerated
Payment Exceptions. Unless otherwise elected in the Adoption Agreement, the
plan will provide for an accelerated payment under the following circumstances:  (a)Domestic
Relations Order - Accelerated distributions for an alternate payee to comply
with a Qualified Domestic Relations Order. 
For this purpose, a Qualified Domestic Relations Order means a judgment,
decree, or order (including the approval of a settlement agreement) which is:  (1)issued pursuant
to a States domestic relations law;  24


(2)relates to the
provision of child support, alimony payments or marital property rights to a
spouse, former spouse, child or other dependent of the Participant;  (3)creates or
recognizes the right of a spouse, former spouse, child or other dependent of
the Participant to receive all or a portion of the Participants benefits under
the Plan;  (4)requires
payment to such person of their interest in the Participants benefits in an
immediate lump payment; and  (5)meets such
other requirements established by the Company.  The
Company shall determine whether any document received by it is a Qualified
Domestic Relations Order.  In making this
determination, the Company may consider the rules applicable to domestic
relations orders under Code section 414(p) and ERISA section 206(d), and
such other rules and procedures as it deems relevant.  (b)Conflicts of
interest To the extent necessary for any Federal officer or employee in the
executive branch to comply with an ethics agreement with the Federal
government, or, to the extent reasonably necessary to avoid the violation of an
applicable Federal, state, local or foreign ethics law or conflicts of interest
law.;  (c)Limited
cashouts (de minimis distributions) - Discretion
to cash out a Participants interest at any time, or automatic cashouts under
specified circumstances, such as Separation from Service, if the annual amount
does not exceed the section 402(g) limit and all plans in the same
category are cashed out at the same time. Installment distributions will also
be cashed out if the amount is less than a plan-established threshold as set
forth in the Adoption Agreement, which may be any pre-determined amount;  (d)Taxes -
Accelerated distributions may be paid to cover any employment tax, where
applicable, on amounts deferred under the Plan, to pay federal income tax
withholding amounts (or the corresponding state, local or foreign tax
withholding amounts as a result of the payment of any employment taxes), and
any additional income withholding attributable to the pyramiding of wages and
taxes.  The total payment under this
acceleration provision must not exceed the aggregate employment taxes and
withholding related to such employment taxes;  (e)Plan
termination and liquidation - Distributions due to a termination and
liquidation of the plan in accordance with Treasury Reg. §1.409-3(j)(4)(ix);  25


(f)Cancellation of
a deferral election due to a Participant meeting the requirements of
Disability, Unforeseeable Emergency under the Plan;  (g)Payment upon
income inclusion under Code section 409A - Accelerated payments income
inclusion that is due to a violation of Code section 409A; and  (h)Certain offsets
- Accelerated payment to a participant to cover a debt owed to the company if
the participant incurred the debt in the ordinary course of business, the
offset does not exceed $5,000 per calendar year, and payment occurs on the due
date of the debt.  5.13Distributions
under this Plan shall only be made in cash unless otherwise provided in the
Adoption Agreement.  26


ARTICLE 6.  PLAN
INVESTMENTS  6.1Unless
otherwise stated in the Adoption Agreement, all contributions will be invested
under the Diversified Investors Funds Group, Diversified Investors Strategic
Allocation Funds (the Mutual Funds), or other investments that may be
selected by the Plan Administrator from time to time under which Participants
Accounts will be established for each Participant.  The Employer invests Plan assets in its
discretion, taking into account (to the extent it deems advisable) instructions
received from Participants.  A
Participants investment choices are limited to the types of investments as so
elected by the Employer.  Unless otherwise so elected, the Employer hereby designates that
Participants will be permitted to request the investment of the deferred
amounts from a menu of investment alternatives made available by the Employer
under the Plan and under a policy established by the Employer.  The Employer and the provider of investments
under the Plan may impose such restrictions on the investment of deferred
compensation, as they may deem appropriate in their sole discretion.  The Mutual Funds are not a party to this
Plan.  6.2All amounts
under this Plan, including all investments purchased with such amounts and all
income attributable thereto, shall remain (until made available to the
Participant or Beneficiary) solely the property of the Employer (without being
restricted to the provision of benefits under the Plan) subject to the claims
of the Employers general creditors.  A
Participant has no greater right to Trust assets than the general creditors of
the Employer in the event that the Employer shall become insolvent.  Any vested accrued benefits under the Plan
represent an unfunded, unsecured promise by the Employer to pay these benefits
to the Participants when due.  Trust
assets can be used to pay only vested accrued benefits under the Plan or the
claims of the Employers general creditors.  27


ARTICLE 7.  BENEFICIARY  7.1A Participant
shall designate on his or her Deferral Agreement or other form provided by the
Employer, the Beneficiary or Beneficiaries who are to receive distributions in
the event of the Participants death.  If
the Participant has not properly designated a Beneficiary, or if for any reason
such designation shall not be legally effective, or if said designated
Beneficiary or Beneficiaries shall predecease the Participant, then the
Participants estate shall be treated as the Beneficiary.  A Participant may change his or her
Beneficiary designation at any time by amending his or her Deferral Agreement
or other form provided by the Employer.  28


ARTICLE 8.  VESTING AND
FORFEITURES  8.1Vesting.  The value of a Participants Account with
respect to his or her Salary Reduction Contributions, Matching Contributions,
and Nonelective Employer Contributions shall vest in accordance with the
vesting schedules elected by the Employer under the Adoption Agreement.  8.2When employment
or service with the Employer is terminating and payment is not deferred, the
amount of the payment shall be based on the value of the Participants Account
plus any contributions subsequently credited to such Account and less any
distributions subsequently made from the Account.  8.3Forfeitures.  If applicable, any remainder of a terminating
Participants Account, which is not vested, shall be forfeited on the date of
his or her Separation from Service.  Any
such forfeiture shall be applied to offset future Employer Contributions under
the Plan, or, if none, revert to the Employer.   29


ARTICLE 9.  ADMINISTRATION  9.1Plan
Administrator.  The Plan Administrator
shall be the Employer adopting this Plan, as listed in Section 1 of the
Adoption Agreement, or, if applicable, the person(s) or entity appointed
by the Employer to administer the Plan, as listed in Section 2 of the Adoption
Agreement.  The Plan Administrator shall
serve at the pleasure of the Employer and the Employer shall have the right to
appoint, in its sole and absolute discretion, any successor Plan Administrator.  9.2Claims for
Benefits.  (a)Filing a
Claim.  A Participant or his or her
authorized representative may file a claim for benefits under the Plan.  Any claim must be in writing and submitted to
the Plan Administrator.  Claimants will
be notified in writing of approved claims, which will be processed as
claimed.  A claim is considered approved
only if its approval is communicated in writing to a Claimant.  (b)Denial of
Claim.  In the case of the denial of a
claim respecting benefits paid or payable with respect to a Participant, a
written notice will be furnished to the Claimant within ninety (90) days of the
date on which the claim is received by the Plan Administrator.  If special circumstances (such as for a
hearing) require a longer period, the Claimant will be notified in writing,
prior to the expiration of the ninety (90) day period, of the reasons for an
extension of time; provided, however, that no extensions will be permitted
beyond ninety (90) days after the expiration of the initial ninety (90) day
period.  (c)Reasons for
Denial.  A denial or partial denial of a
claim will be dated and signed by the Plan Administrator and will clearly set
forth:  (1)The specific
reason or reasons for the denial;  (2)Specific
reference to pertinent Plan provisions on which the denial is based;  (3)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  (4)An explanation
of the procedure for review of the denied or partially denied claim set forth
below, including the Claimants right to bring a civil action under ERISA
section 502(a) following an adverse benefit determination on review.   30


(d)Review of
Denial.  Upon denial of a claim, in whole
or in part, a Claimant or his or her duly authorized representative will have
the right to submit a written request to the Plan Administrator for a full and
fair review of the denied claim by filing a written notice of appeal with the
Plan Administrator within sixty (60) days of the receipt by the Claimant of
written notice of the denial of the claim. 
A Claimant or the Claimants authorized representative will have, upon
request and free of charge, reasonable access to, and copies of, all documents,
records, and other information relevant to the Claimants claim for benefits
and may submit issues and comments in writing. 
The review will take into account all comments, documents, records, and
other information submitted by the Claimant relating to the claim, without
regard to whether such information was submitted or considered in the initial
benefit determination.  If the Claimant
fails to file a request for review within sixty (60) days of the denial
notification, the claim will be deemed abandoned and the Claimant precluded
from reasserting it.  If the Claimant
does file a request for review, his or her request must include a description
of the issues and evidence he or she deems relevant.  Failure to raise issues or present evidence
on review will preclude those issues or evidence from being presented in any
subsequent proceeding or judicial review of the claim.  (e)Decision upon
Review.  The Plan Administrator will
provide a prompt written decision on review. 
If the claim is denied on review, the decision shall set forth:  (1)The specific
reason or reasons for the adverse determination;  (2)Specific
reference to pertinent Plan provisions on which the adverse determination is
based;  (3)A statement
that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other
information relevant to the Claimants claim for benefits; and  (4)A statement
describing any voluntary appeal procedures offered by the Plan and the Claimants
right to obtain the information about such procedures, as well as a statement
of the Claimants right to bring an action under ERISA section 502(a).  A decision will be
rendered no more than sixty (60) days after the Plan Administrators receipt of
the request for review, except that such period may be extended for an
additional sixty (60) days if the Plan Administrator determines that special
circumstances (such as for a hearing) require such extension.  If an   31


extension of time
is required, written notice of the extension will be furnished to the Claimant
before the end of the initial sixty (60) day period.  (f)Finality of
Determinations; Exhaustion of Remedies. 
To the extent permitted by law, decisions reached under the claims
procedures set forth in this Section shall be final and binding on all
parties.  No legal action for benefits
under the Plan shall be brought unless and until the Claimant has exhausted his
or her remedies under this Section.  In
any such legal action, the Claimant may only present evidence and theories
which the Claimant presented during the claims procedure.  Any claims which the Claimant does not in
good faith pursue through the review stage of the procedure shall be treated as
having been irrevocably waived.  Judicial
review of a Claimants denied claim shall be limited to a determination of
whether the denial was an abuse of discretion based on the evidence and
theories the Claimant presented during the claims procedure.  Any suit or legal action initiated by a
Claimant under the Plan must be brought by the Claimant no later than one year
following a final decision on the claim for benefits by the Plan
Administrator.  The one-year limitation
on suits for benefits will apply in any forum where a Claimant initiates such
suit or legal action.  Any claim under
this Plan relating to an alleged failure to make a contribution to this Plan,
and any suit or legal action for benefits under this Plan must be made within
two years of the date on which the claimed contribution is alleged should have
been made or, if later, the date on which the Claimant is or should have been
aware that such contributions have not been made.  (g)Disability
Claims.  Claims for disability benefits
shall be determined under the DOL Regulation section 2560.503-1 which is hereby
incorporated by reference.  9.3Indemnification.  To the extent not covered by insurance, the
Employer shall indemnify the Plan Administrator, each employee, officer,
director, and agent of the Employer, and all persons formerly serving in such
capacities, against any and all liabilities or expenses, including all legal
fees relating thereto, arising in connection with the exercise of their duties
and responsibilities with respect to the Plan, provided however that the
Employer shall not indemnify any person for liabilities or expenses due to that
persons own gross negligence or willful misconduct.  9.4Power and
Authority.  The Plan Administrator shall
have full power and authority to adopt rules and regulations (including
without limitation a reasonable claims procedure) for the administration of the
Plan, and to interpret, alter, amend, or revoke any rules and regulations
so adopted.  The Plan Administrator shall
have full power and authority to interpret the terms and provisions of this
Plan and any instrument filed hereunder.  9.5Finality of
Decisions.  The Plan Administrators
decisions or interpretations made under the Plan shall be binding and final on
all interested parties.   32


9.6Presumption of
Fairness.  Every action taken by the Plan
Administrator shall be presumed to be a fair and reasonable exercise of the
authority vested in, or the duties imposed upon, the Plan Administrator.  The Plan Administrator shall be deemed to
have acted impartially as to all persons interested, unless the contrary be
proven by affirmative evidence.  The Plan
Administrator shall not be liable for amounts of Deferred Compensation by a
Participant or for other amounts payable under this Plan.  9.7Other
Parties.  Any person or entity which
issues policies, contracts, or investment media to the Employer or in respect
of a Participant is not a party to this Plan and such person or entity shall
have no responsibility, accountability or liability to the Employer, the Plan
Administrator, any Participant, or any Beneficiary with regard to the operation
or adequacy of this Plan, including any future amendments made thereto.  9.8Information
Requests.  Any party entitled to payment
under this Plan shall comply with all written requests of the Plan
Administrator or its designee to furnish the Employer with any information
known or available to such party and necessary to the administration of the
Plan.  9.9Expenses.  If not paid by the Employer, all reasonable
expenses incurred in the administration of the Plan, including without
limitation those of any Trustee and the Plan Administrator, shall be paid from
Participants Accounts to which such expenses are allocable.  9.10No Fiduciary
Relationship.  Neither the Plan, nor any
action taken by the Plan Administrator or the Employer, shall create or be
deemed to create a trust or fiduciary relationship of any kind between the
Employer and the Participant, his or her Beneficiary, or any other person.   33


ARTICLE 10.  MISCELLANEOUS  10.1Amendment of
Plan.  The Employer or its delegate
reserves the right to amend any provisions of the Plan at any time to the
extent that it may deem advisable without the consent of Participants or any
Beneficiaries provided that no such amendment shall reduce the amount of
Compensation deferred before such amendment without the consent of affected
Participants or Beneficiaries.  If
this Plan is an amendment, restatement, and continuation of a Prior Plan, as
indicated in Section 4 of the Adoption Agreement, and if the Plan
Administrator, in its sole discretion, determines that an amendment to this
Plan will result in a material modification of the Prior Plan, as defined under
Code section 409A and Internal Revenue Service guidance issued thereunder, the
amendment shall not become effective unless and until the Plan Administrator
determines that the amendment will not result in such a material modification.  10.2Termination of
Plan.  (a)The Employer may terminate
the Plan at any time, provided the following requirements are satisfied:  (1)If this is an
account balance elective plan, there are no other account balance elective
plans maintained by the Employer with respect to any Participants in this Plan
or all account balance elective plans maintained by the Employer have been
terminated with respect to all Participants in this Plan;  (2)If this is an
account balance non-elective plan, there are no other account balance
non-elective plans maintained by the Employer with respect to any Participants
in this Plan or all account balance non-elective plans maintained by the
Employer have been terminated with respect to all Participants in this Plan;  (3)No payments to
Participants other than payments that would have been paid absent the
termination are made within twelve (12) months of the Plan termination;  (4)All payments
are made within twenty-four (24) months of the Plan termination; and   34


(5)The Employer
does not adopt a plan of the same type as the Plan for a period of three (3) years
following the date of Plan termination.  (b)Section 10.2(a) shall
not apply if the Plan is terminated:  (1)Within twelve (12) months of
a corporate dissolution taxed under Code section 331 or with the approval of a
bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that amounts
deferred under the Plan are included in the Participants income in the latest
of:  (i)            The calendar year in which the Plan termination occurs;  (ii)The calendar
year in which the amount is no longer subject to a substantial risk of
forfeiture; or  (iii)The first
calendar year in which the payment is administratively practicable.  (2)Within thirty (30) days
preceding or twelve (12) months following a Change in Control Event as defined
under Section 5.7, provided that all substantially similar arrangements
sponsored by the Employer are terminated, so that the Participant in the
arrangement and all Participants under substantially similar arrangements are
required to receive all amounts of Compensation deferred under the terminated
arrangements within twelve (12) months of the date of termination of the
arrangements.  (c)Upon Plan termination in
accordance with Section 10.2(a) and Section 10.2(b), a
Participants Account balance shall be payable in a lump sum cash payment to
Participants.  Any Participant who is
already in pay status and has been receiving payments in a form or forms under Section 5.1A(a)(2),
5.1A(a)(3), and 5.1A(a)(4) or Section 5.1B(a)(2), Section 5.1B(a)(3),
and 5.1B(a)(4) shall receive the balance(s) of his or her Participants
Account balance(s) in a lump sum cash payment.  (d)Notwithstanding the foregoing,
if the Plan Administrator, in its sole discretion, determines that any
accelerated payments made on account of Plan termination are prohibited under
Code section 409A and applicable guidance thereunder, the Plan Administrator
reserves the right to refuse to make any such payments unless and until the
Plan Administrator determines that the payments may be made in accordance with
Code section 409A.   35


10.3The Employer
may, from time to time, hire outside consultants, accountants, actuaries, legal
counsel, or recordkeepers to perform such tasks as the Employer may from time
to time determine.  10.4No benefits
under the Plan shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge or encumbrance.  The provisions of this Plan shall be binding
upon and inure to the benefit of the Employer and Participants and their
respective successors, heirs, personal representatives, executors,
administrators, and legatees.  10.5Employment.  Participation in this Plan shall not be
deemed to be a contract of employment between the Employer and any Eligible
Employee.  Nor shall anything contained
herein be deemed to give any Eligible Employee the right to be retained in the
employ of the Employer or to interfere with the right of the Employer to
discharge any Eligible Employee at any time, nor shall it be deemed to give the
Employer the right to require any employee to remain in its employ, nor shall
it interfere with such Eligible Employees right to terminate his or her
employment at any time (as may be provided in any contract or agreement
affecting such employment).  10.6This Plan and
the Deferral Agreement, and any subsequently adopted amendment thereof, shall
constitute the total agreement or contract between the Employer and the
Participant regarding the Plan.  No oral
statement or other written document regarding the Plan may be relied upon by
the Participant.  10.7This Plan shall
be construed under the laws of the State specified in the Adoption Agreement.   36