Exhibit 10.11
  United Surgical Partners International, Inc.
 Deferred Compensation Plan




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ARTICLE IEstablishment and Purpose
    
    
    1ARTICLE IIDefinitions
    
    
    1ARTICLE IIIEligibility and Participation
    
    
    7ARTICLE IVDeferrals
    
    
    7ARTICLE VCompany Contributions
    
    
    10ARTICLE VIBenefits
    
    
    11ARTICLE VIIModifications to Payment Schedules
    
    
    14ARTICLE VIIIValuation of Account Balances; Investments
    
    
    15ARTICLE IXAdministration
    
    
    16ARTICLE XAmendment and Termination
    
    
    17ARTICLE XIInformal Funding
    
    
    19ARTICLE XIIClaims
    
    
    20ARTICLE XIIIGeneral Provisions
    
    
    24




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ARTICLE I  Establishment and Purpose
    ARTICLE II  Definitions
 2.1
    
    Account. Account means a bookkeeping account maintained by the Committee to record
the payment obligation of a Participating Employer to a Participant as determined under the
terms of the Plan. The Committee may maintain an Account to record the total obligation to a
Participant and component Accounts to reflect amounts payable at different times and in
different forms. Reference to an Account means any such Account established by the Committee,
as the context requires. Accounts are intended to constitute unfunded obligations within the
meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
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2.2
    
    Account Balance. Account Balance means, with respect to any Account, the total
payment obligation owed to a Participant from such Account as of the most recent Valuation
Date.2.3
    
    Adopting Employer. Adopting Employer means an Affiliate who, with the consent of the
Company, has adopted the Plan for the benefit of its eligible employees.2.4
    
    Affiliate. Affiliate means a corporation, trade or business that, together with the
Company, is treated as a single employer under Code Section 414(b) or (c).2.5
    
    Beneficiary. Beneficiary means a natural person, estate, or trust designated by a
Participant to receive payments to which a Beneficiary is entitled in accordance with
provisions of the Plan. The Participants spouse, if living, otherwise the Participants
estate, shall be the Beneficiary if: (i) the Participant has failed to properly designate a
Beneficiary, or (ii) all designated Beneficiaries have predeceased the Participant.A former spouse shall have no interest under the Plan, as Beneficiary or otherwise, unless
the Participant designates such person as a Beneficiary after dissolution of the marriage,
except to the extent provided under the terms of a domestic relations order as described in
Code Section 414(p)(1)(B).2.6
    
    Business Day. A Business Day is each day on which the New York Stock Exchange is
open for business.2.7
    
    Change in Control. A Change in Control, with respect to any Participating Employer
that is organized as a corporation, means the date that any one of the following events occur:
(i) a sale or other disposition (or the last such sale or other disposition in a series of
related sales or other dispositions) resulting in the transfer of more than fifty percent
(50%) of the outstanding common stock of the Participating Employer to persons or entities
other than its respective partners and Affiliates; or (ii) the consolidation or merger of the
Participating Employer with or into any entity (other than a merger in which the Participating
Employer is the surviving entity and which does not result in more than fifty percent (50%) of
the equity interests of such entity outstanding immediately after the effective date of such
merger being owned of record or beneficially by persons and entities other than the
Participating Employer, its partners or Affiliates); or (iii) a sale of substantially all of
the properties and assets of the Participating Employer as an entirety to an unrelated and
unaffiliated third party purchaser.An event constitutes a Change in Control with respect to a Participant only if the
Participant performs services for the Participating Employer that has experienced the Change
in Control, or the Participants relationship to the affected Participating Employer
otherwise satisfies the requirements of Treasury Regulation Section 1.409A-3(i)(5)(ii).In the event any distribution due to a Participant under this Plan would also constitute
deferred compensation within the meaning of the Treasury Regulation Section
1.409A-1(b)(1), either by design or due to a subsequent modification in the terms of such
distribution or as a result in a change in the law occurring after the Effective Date, then
to the extent such distribution is not exempt from Code Section 409A by an applicable
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exemption, the term Change in Control shall mean an event that constitutes not only a
Change in Control event as described in this Section 2.7(i), (ii) or (iii) above, but also
constitutes a change in control within the meaning of Code Section 409A.2.8
    
    Claimant. Claimant means a Participant or Beneficiary filing a claim under Article
XII of this Plan.2.9
    
    Code. Code means the Internal Revenue Code of 1986, as amended from time to time.2.10
    
    Code Section 409A. Code Section 409A means section 409A of the Code, and regulations
and other guidance issued by the Treasury Department and Internal Revenue Service thereunder.2.11
    
    Committee. Committee means the committee appointed by the Board of Directors of the
Company (or the appropriate committee of such board) to administer the Plan. If no designation
is made, the Chief Executive Officer of the Company or his delegate shall have and exercise
the powers of the Committee.2.12
    
    Company. Company means United Surgical Partners International, Inc.2.13
    
    Company Contribution. Company Contribution means a credit by a Participating
Employer to a Participants Account(s) in accordance with the provisions of Article V of the
Plan. Company Contributions are credited at the sole discretion of the Participating Employer
and the fact that a Company Contribution is credited in one year shall not obligate the
Participating Employer to continue to make such Company Contribution in subsequent years.
Unless the context clearly indicates otherwise, a reference to Company Contribution shall
include Earnings attributable to such contribution.2.14
    
    Compensation. Compensation means a Participants base salary, bonus, commission, and
such other cash or equity-based compensation (if any) approved by the Committee as
Compensation that may be deferred under this Plan. Compensation shall not include any
compensation that has been previously deferred under this Plan or any other arrangement
subject to Code Section 409A.2.15
    
    Compensation Deferral Agreement. Compensation Deferral Agreement means an agreement
between a Participant and a Participating Employer that specifies (i) the amount of each
component of Compensation that the Participant has elected to defer to the Plan in accordance
with the provisions of Article IV, and (ii) the Payment Schedule applicable to one or more
Accounts. The Committee may permit different deferral amounts for each component of
Compensation and may establish a minimum or maximum deferral amount for each such component.
Unless otherwise specified by the Committee in the Compensation Deferral Agreement,
Participants may defer up to seventy-five percent (75%) of their base salary and up to one
hundred percent (100%) of other types of Compensation for a Plan Year. A Compensation
Deferral Agreement may also specify the investment allocation described in Section 8.4.2.16
    
    Death Benefit. Death Benefit means the benefit payable under the Plan to a
Participants Beneficiary(ies) upon the Participants death as provided in Section 6.1 of the
Plan.
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2.17
    
    Deferral. Deferral means a credit to a Participants Account(s) that records that
portion of the Participants Compensation that the Participant has elected to defer to the
Plan in accordance with the provisions of Article IV. Unless the context of the Plan clearly
indicates otherwise, a reference to Deferrals includes Earnings attributable to such
Deferrals.Deferrals shall be calculated with respect to the gross cash Compensation payable to the
Participant prior to any deductions or withholdings, but shall be reduced by the Committee
as necessary so that it does not exceed one hundred percent (100%) of the cash Compensation
of the Participant remaining after deduction of all required income and employment taxes,
401(k) and other employee benefit deductions, and other deductions required by law. Changes
to payroll withholdings that affect the amount of Compensation being deferred to the Plan
shall be allowed only to the extent permissible under Code Section 409A.2.18
    
    Earnings. Earnings means an adjustment to the value of an Account in accordance with
Article VIII.2.19
    
    Effective Date. Effective Date means January 1, 2009.2.20
    
    Eligible Employee. Eligible Employee means a member of a select group of management
or highly compensated employees of a Participating Employer within the meaning of ERISA
Sections 201(2), 301(a)(3) and 401(a)(1), as determined by the Committee from time to time in
its sole discretion.2.21
    
    Employee. Employee means a common-law employee of an Employer.2.22
    
    Employer. Employer means, with respect to Employees it employs, the Company and each
Affiliate.2.23
    
    ERISA. ERISA means the Employee Retirement Income Security Act of 1974, as amended
from time to time.2.24
    
    Fiscal Year Compensation. Fiscal Year Compensation means Compensation earned during
one or more consecutive fiscal years of a Participating Employer, all of which is paid after
the last day of such fiscal year or years.2.25
    
    Participant. Participant means an Eligible Employee who has received notification of
his or her eligibility to defer Compensation under the Plan under Section 3.1 and any other
person with an Account Balance greater than zero (0), regardless of whether such individual
continues to be an Eligible Employee. A Participants continued participation in the Plan
shall be governed by Section 3.2 of the Plan.2.26
    
    Participating Employer. Participating Employer means the Company and each Adopting
Employer.
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2.27
    
    Payment Schedule. Payment Schedule means the date as of which payment of an Account
under the Plan will commence and the form in which payment of such Account will be made.2.28
    
    Performance-Based Compensation. Performance-Based Compensation means Compensation
where the amount of, or entitlement to, the Compensation is contingent on the satisfaction of
pre-established organizational or individual performance criteria relating to a performance
period of at least twelve (12) consecutive months. Organizational or individual performance
criteria are considered pre-established if established in writing by not later than ninety
(90) days after the commencement of the period of service to which the criteria relate,
provided that the outcome is substantially uncertain at the time the criteria are established.
The determination of whether Compensation qualifies as Performance-Based Compensation will
be made in accordance with Treas. Reg. Section 1.409A-1(e) and subsequent guidance.2.29
    
    Plan. Generally, the term Plan means the United Surgical Partners International,
Inc. Deferred Compensation Plan as documented herein and as may be amended from time to time
hereafter. However, to the extent permitted or required under Code Section 409A, the term Plan
may in the appropriate context also mean a portion of the Plan that is treated as a single
plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan and any other
nonqualified deferred compensation plan or portion thereof that is treated as a single plan
under such section.2.30
    
    Plan Year. Plan Year means January 1 through December 31.2.31
    
    Retirement. Retirement means a Participants Separation from Service after
attainment of age sixty (60) and completion of five (5) Years of Service.2.32
    
    Retirement Benefit. Retirement Benefit means the benefit payable to a Participant
under the Plan following the Retirement of the Participant.2.33
    
    Retirement/Termination Account. Retirement/Termination Account means an Account
established by the Committee to record the amounts payable to a Participant that have not been
allocated to a Specified Date Account. Unless the Participant has established a Specified Date
Account, all Deferrals and Company Contributions shall be allocated to a
Retirement/Termination Account on behalf of the Participant.2.34
    
    Separation from Service. An Employee incurs a Separation from Service upon
termination of employment with the Employer. Whether a Separation from Service has occurred
shall be determined by the Committee in accordance with Code Section 409A.Except in the case of an Employee on a bona fide leave of absence as provided below, an
Employee is deemed to have incurred a Separation from Service if the Employer and the
Employee reasonably anticipated that the level of services to be performed by the Employee
after a date certain would be reduced to twenty percent (20%) or less of the average
services rendered by the Employee during the immediately preceding thirty-six (36) month
period (or the total period of employment, if less than thirty-six (36) months),
disregarding periods during which the Employee was on a bona fide leave of absence.
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An Employee who is absent from work due to military leave, sick leave, or other bona fide
leave of absence shall incur a Separation from Service on the first date immediately
following the later of (i) the six (6) month anniversary of the commencement of the leave or
(ii) the expiration of the Employees right, if any, to reemployment under statute or
contract.For purposes of determining whether a Separation from Service has occurred, the Employer
means the Employer as defined in Section 2.22 of the Plan, except that for purposes of
determining whether another organization is an Affiliate of the Company, common ownership of
at least fifty percent (50%) shall be determinative.The Committee specifically reserves the right to determine whether a sale or other
disposition of substantial assets to an unrelated party constitutes a Separation from
Service with respect to a Participant providing services to the seller immediately prior to
the transaction and providing services to the buyer after the transaction. Such
determination shall be made in accordance with the requirements of Code Section 409A.2.35
    
    Specified Date Account. A Specified Date Account means an Account established
pursuant to Section 4.3 that will be paid (or that will commence to be paid) at a future date
as specified in the Participants Compensation Deferral Agreement. Unless otherwise determined
by the Committee, a Participant may maintain no more than five (5) Specified Date Accounts. A
Specified Date Account may be identified in enrollment materials as an In-Service Account.2.36
    
    Specified Date Benefit. Specified Date Benefit means the benefit payable to a
Participant under the Plan in accordance with Section 6.1(c).2.37
    
    Substantial Risk of Forfeiture. Substantial Risk of Forfeiture shall have the
meaning specified in Treas. Reg. Section 1.409A-1(d).2.38
    
    Termination Benefit. Termination Benefit means the benefit payable to a Participant
under the Plan following the Participants Separation from Service prior to Retirement.2.39
    
    Unforeseeable Emergency. An Unforeseeable Emergency means a severe financial
hardship to the Participant resulting from an illness or accident of the Participant, the
Participants spouse, the Participants dependent (as defined in Code Section 152, without
regard to Section 152(b)(1), (b)(2), and (d)(1)(B)), or a Beneficiary; loss of the
Participants property due to casualty (including the need to rebuild a home following damage
to a home not otherwise covered by insurance, for example, as a result of a natural
disaster); or other similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant. The types of events which may qualify as an
Unforeseeable Emergency may be limited by the Committee.2.40
    
    Valuation Date. Valuation Date shall mean each Business Day.2.41
    
    Year of Service. A Year of Service shall mean each twelve (12) month period of
continuous service with the Employer.
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ARTICLE III  Eligibility and Participation
 3.1
    
    Eligibility and Participation. An Eligible Employee becomes a Participant upon the
earlier to occur of (i) a credit of Company Contributions under Article V or (ii) receipt of
notification of eligibility to participate.3.2
    
    Duration. A Participant shall be eligible to defer Compensation and receive
allocations of Company Contributions, subject to the terms of the Plan, for as long as such
Participant remains an Eligible Employee. A Participant who is no longer an Eligible Employee
but has not Separated from Service may not defer Compensation under the Plan but may otherwise
exercise all of the rights of a Participant under the Plan with respect to his or her
Account(s). On and after a Separation from Service, a Participant shall remain a Participant
as long as his or her Account Balance is greater than zero (0) and during such time may
continue to make allocation elections as provided in Section 8.4. An individual shall cease
being a Participant in the Plan when all benefits under the Plan to which he or she is
entitled have been paid
 ARTICLE IV  Deferrals
 4.1
    
    Deferral Elections, Generally.
 (a)
    
    A Participant may elect to defer Compensation by submitting a Compensation
Deferral Agreement during the enrollment periods established by the Committee and in
the manner specified by the Committee, but in any event, in accordance with Section
4.2. A Compensation Deferral Agreement that is not timely filed with respect to a
service period or component of Compensation shall be considered void and shall have no
effect with respect to such service period or Compensation. The Committee may modify
any Compensation Deferral Agreement prior to the date the election becomes irrevocable
under the rules of Section 4.2.(b)
    
    The Participant shall specify on his or her Compensation Deferral Agreement
whether to allocate Deferrals to a Retirement/Termination Account or to a Specified
Date Account. If no designation is made, all Deferrals shall be allocated to the
Retirement/Termination Account. A Participant may also specify in his or her
Compensation Deferral Agreement the Payment Schedule applicable to his or her Plan
Accounts. If the Payment Schedule is not specified in a Compensation Deferral
Agreement, the Payment Schedule shall be the Payment Schedule specified in Section 6.2.
 4.2
    
    Timing Requirements for Compensation Deferral Agreements.
 (a)
    
    First Year of Eligibility. In the case of the first year in which an Eligible
Employee becomes eligible to participate in the Plan, he has up to thirty (30) days
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following his initial eligibility to submit a Compensation Deferral Agreement with
respect to Compensation to be earned during such year. The Compensation Deferral
Agreement described in this paragraph becomes irrevocable upon the end of such
thirty (30) day period. The determination of whether an Eligible Employee may file a
Compensation Deferral Agreement under this paragraph shall be determined in
accordance with the rules of Code Section 409A, including the provisions of Treas.
Reg. Section 1.409A-2(a)(7).A Compensation Deferral Agreement filed under this paragraph applies to Compensation
earned on and after the date the Compensation Deferral Agreement becomes
irrevocable.(b)
    
    Prior Year Election. Except as otherwise provided in this Section 4.2,
Participants may defer Compensation by filing a Compensation Deferral Agreement no
later than December 31 of the year prior to the year in which the Compensation to be
deferred is earned. A Compensation Deferral Agreement described in this paragraph shall
become irrevocable with respect to such Compensation as of January 1 of the year in
which such Compensation is earned.(c)
    
    Performance-Based Compensation. Participants may file a Compensation Deferral
Agreement with respect to Performance-Based Compensation no later than the date that is
six (6) months before the end of the performance period, provided that:
 (i)
    
    the Participant performs services continuously from the later
of the beginning of the performance period or the date the criteria are
established through the date the Compensation Deferral Agreement is submitted;
and(ii)
    
    the Compensation is not readily ascertainable as of the date
the Compensation Deferral Agreement is filed.A Compensation Deferral Agreement becomes irrevocable with respect to
Performance-Based Compensation as of the day immediately following the latest date
for filing such election. Any election to defer Performance-Based Compensation that
is made in accordance with this paragraph and that becomes payable as a result of
the Participants death or disability (as defined in Treas. Reg. Section
1.409A-1(e)) or upon a change in control (as defined in Treas. Reg. Section
1.409A-3(i)(5)) prior to the satisfaction of the performance criteria, will be void.
 (d)
    
    Fiscal Year Compensation. A Participant may defer Fiscal Year Compensation by
filing a Compensation Deferral Agreement prior to the first day of the fiscal year or
years in which such Fiscal Year Compensation is earned. The Compensation Deferral
Agreement described in this paragraph becomes irrevocable on the first day of the
fiscal year or years to which it applies.(e)
    
    Short-Term Deferrals. Compensation that meets the definition of a short-term
deferral described in Treas. Reg. Section 1.409A-1(b)(4) may be deferred in
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accordance with the rules of Article VII, applied as if the date the Substantial
Risk of Forfeiture lapses is the date payments were originally scheduled to
commence, provided, however, that the provisions of Section 7.3 shall not apply to
payments attributable to a change in control (as defined in Treas. Reg. Section
1.409A-3(i)(5)).(f)
    
    Certain Forfeitable Rights. With respect to a legally binding right to a
payment in a subsequent year that is subject to a forfeiture condition requiring the
Participants continued services for a period of at least twelve (12) months from the
date the Participant obtains the legally binding right, an election to defer such
Compensation may be made on or before the thirtieth (30th) day after the
Participant obtains the legally binding right to the Compensation, provided that the
election is made at least twelve (12) months in advance of the earliest date at which
the forfeiture condition could lapse. The Compensation Deferral Agreement described in
this paragraph becomes irrevocable after such thirtieth (30th) day. If the
forfeiture condition applicable to the payment lapses before the end of the required
service period as a result of the Participants death or disability (as defined in
Treas. Reg. Section 1.409A-3(i)(4)) or upon a change in control (as defined in Treas.
Reg. Section 1.409A-3(i)(5)), the Compensation Deferral Agreement will be void unless
it would be considered timely under another rule described in this Section.(g)
    
    Company Awards. Participating Employers may unilaterally provide for deferrals
of Company awards prior to the date of such awards. Deferrals of Company awards (such
as sign-on, retention, or severance pay) may be negotiated with a Participant prior to
the date the Participant has a legally binding right to such Compensation.(h)
    
    Evergreen Deferral Elections. The Committee, in its discretion, may provide
in the Compensation Deferral Agreement that such Compensation Deferral Agreement will
continue in effect for each subsequent year or performance period. Such evergreen
Compensation Deferral Agreements will become effective with respect to an item of
Compensation on the date such election becomes irrevocable under this Section 4.2. An
evergreen Compensation Deferral Agreement may be terminated or modified prospectively
with respect to Compensation for which such election remains revocable under this
Section 4.2. A Participant whose Compensation Deferral Agreement is cancelled in
accordance with Section 4.6 will be required to file a new Compensation Deferral
Agreement under this Article IV in order to recommence Deferrals under the Plan.(i)
    
    Transition Relief; Deferral Elections Filed by March 15, 2005. Notwithstanding
the foregoing and any other provisions in the Plan concerning timing of initial
deferral elections to the contrary, Participants may, pursuant to transition relief
provided in Q&A 21 of Notice 2005-1, make or modify Deferral Elections with respect to
Deferrals subject to Code Section 409A that relate all or in part to services performed
on or before December 31, 2005, so long as: (i) a Deferral
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Election with respect to such compensation is properly filed with the Committee
prior to March 15, 2005; and (ii) the amounts to which the Deferral Election relate
have not been paid or become payable prior to the election.
 4.3
    
    Allocation of Deferrals. A Compensation Deferral Agreement may allocate Deferrals to
one or more Specified Date Accounts and/or to the Retirement/Termination Account. The
Committee may, in its discretion, establish a minimum deferral period for Specified Date
Accounts (for example, the third (3rd) Plan Year following the year Compensation
subject to the Compensation Deferral Agreement is earned).4.4
    
    Deductions from Pay. The Committee has the authority to determine the payroll
practices under which any component of Compensation subject to a Compensation Deferral
Agreement will be deducted from a Participants Compensation.4.5
    
    Vesting. Participant Deferrals shall be one hundred percent (100%) vested at all
times.4.6
    
    Cancellation of Deferrals. The Committee may cancel a Participants Deferrals (i)
for the balance of the Plan Year in which an Unforeseeable Emergency occurs, (ii) if the
Participant receives a hardship distribution under the Employers qualified 401(k) plan,
through the end of the Plan Year in which the six (6) month anniversary of the hardship
distribution falls, and (iii) during periods in which the Participant is unable to perform the
duties of his or her position or any substantially similar position due to a mental or
physical impairment that can be expected to result in death or last for a continuous period of
at least six (6) months, provided cancellation occurs by the later of the end of the taxable
year of the Participant or the fifteenth (15th) day of the third (3rd)
month following the date the Participant incurs the disability (as defined in this paragraph
(iii)).
 ARTICLE V  Company Contributions
 5.1
    
    Discretionary Matching Contributions. A Participating Employer may, in its sole
discretion, make a discretionary Matching Contribution for a Plan Year on behalf of eligible
Participants in such amounts as it determines in its discretion; provided, however, it is
generally intended that any such Matching Contributions will equal fifty percent (50%) of such
Participants Deferrals made during the Plan Year, up to a maximum of five percent (5%) of
such Participants base salary and/or bonus for that Plan Year. Only those Participants who
defer amounts sufficient to obtain the maximum level of matching employer contributions under
the United Surgical Partners International 401(k) Plan (the 401(k) Plan) shall be eligible
for a discretionary Matching Contribution; however, any such discretionary Matching
Contribution shall be separate from and in addition to any matching contribution under the
401(k) Plan. Such contributions will be credited to a Participants Retirement/Termination
Account.5.2
    
    Discretionary Company Contributions. A Participating Employer may, from time to time
in its sole and absolute discretion, credit Company Contributions to any Participant in any
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amount determined by the Participating Employer. Such contributions will be credited to a
Participants Retirement/Termination Account.5.3
    
    Vesting. Unless otherwise specified, Company Contributions made pursuant to this
Article V, and the Earnings thereon, shall vest at the end of the fifth (5th) Plan
Year following the Plan Year with respect to which such contribution is made. All Company
Contributions made pursuant to this Article V shall become one hundred percent (100%) vested
upon the occurrence of the earliest of: (i) the death of the Participant while actively
employed; (ii) the Retirement of the Participant, or (iii) a Change in Control. The
Participating Employer may, at any time, in its sole discretion, increase a Participants
vested interest in a Company Contribution. The portion of a Participants Accounts that
remains unvested upon his or her Separation from Service after the application of the terms of
this Section 5.3 shall be forfeited.
 ARTICLE VI  Benefits
 6.1
    
    Benefits, Generally. A Participant shall be entitled to the following benefits under
the Plan:
 (a)
    
    Retirement Benefit. Upon the Participants Separation from Service due to
Retirement, he or she shall be entitled to a Retirement Benefit. The Retirement Benefit
shall be equal to the vested portion of the Retirement/Termination Account and (i) if
the Retirement/Termination Account is payable in a lump sum, the unpaid balances of any
Specified Date Accounts, or (ii) if the Retirement/Termination Account is payable in
installments, the vested portion of any Specified Date Accounts with respect to which
payments have not yet commenced. The Retirement Benefit of a Participant who Retires
during the first half of a Plan Year shall be based on the value of that Account as of
the end of the Plan Year in which Separation from Service occurs, with payment of the
Retirement Benefit made or beginning on the first (1st) day of the following
January. The Retirement Benefit of a Participant who Retires during the second half of
a Plan Year shall be based on the value of that Account as of the end of the June
following the date of Separation from Service, with payment of the Retirement Benefit
made or beginning on the first (1st) day of the following July. In no event
shall payments to a specified employee (as defined in Treas. Reg. Section 1.409A-1(i))
as a result of such Employees Retirement be made sooner than the date that is six (6)
months following the date of the Employees Separation from Service.(b)
    
    Termination Benefit. Upon the Participants Separation from Service for reasons
other than death or Retirement, he or she shall be entitled to a Termination Benefit.
The Termination Benefit shall be equal to the vested portion of the
Retirement/Termination Account and the unpaid balances of any Specified Date Accounts.
The Termination Benefit of a Participant who Separates from Service
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during the first half of a Plan Year shall be based on the value of that Account as
of the end of the Plan Year in which Separation from Service occurs, with payment of
the Termination Benefit made or beginning on the first (1st) day of the
following January. The Termination Benefit of a Participant who Separates from
Service during the second half of a Plan Year shall be based on the value of that
Account as of the end of the June following the date of Separation from Service,
with payment of the Termination Benefit made or beginning on the first
(1st) day of the following July. In no event shall payments to a
specified employee (as defined in Treas. Reg. Section 1.409A-1(i)) as a result of
such Employees Separation from Service be made sooner than the date that is six (6)
months following the date of the Employees Separation from Service.(c)
    
    Specified Date Benefit. If the Participant has established one or more
Specified Date Accounts, he or she shall be entitled to a Specified Date Benefit with
respect to each such Specified Date Account. The Specified Date Benefit shall be equal
to the vested portion of the Specified Date Account, based on the value of that Account
as of the end of the month designated by the Participant at the time the Account was
established. Payment of the Specified Date Benefit will be made or begin on the first
(1st) day of the month following the designated month.(d)
    
    Death Benefit. In the event of the Participants death, his or her designated
Beneficiary(ies) shall be entitled to a Death Benefit. The Death Benefit shall be equal
to the vested portion of the Retirement/Termination Account and the vested portion of
any unpaid balances in any Specified Date Accounts. The Death Benefit shall be based on
the value of the Accounts as of the end of the month in which death occurred, with
payment made on the first (1st) day of the following month.(e)
    
    Unforeseeable Emergency Payments. A Participant who experiences an
Unforeseeable Emergency may submit a written request to the Committee to receive
payment of all or any portion of his or her vested Accounts. Whether a Participant or
Beneficiary is faced with an Unforeseeable Emergency permitting an emergency payment
shall be determined by the Committee based on the relevant facts and circumstances of
each case, but, in any case, a distribution on account of Unforeseeable Emergency may
not be made to the extent that such emergency is or may be reimbursed through insurance
or otherwise, by liquidation of the Participants assets, to the extent the liquidation
of such assets would not cause severe financial hardship, or by cessation of Deferrals
under this Plan. If an emergency payment is approved by the Committee, the amount of
the payment shall not exceed the amount reasonably necessary to satisfy the need,
taking into account the additional compensation that is available to the Participant as
the result of cancellation of deferrals to the Plan, including amounts necessary to pay
any taxes or penalties that the Participant reasonably anticipates will result from the
payment. The amount of the emergency payment shall be subtracted first from the vested
portion of the Participants Retirement/Termination Account until depleted and then
from the vested Specified Date Accounts, beginning with the Specified Date Account with
the latest payment commencement date. Emergency
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payments shall be paid in a single lump sum within the ninety (90) day period
following the date the payment is approved by the Committee.
 6.2
    
    Form of Payment.
 (a)
    
    Retirement Benefit. A Participant who is entitled to receive a Retirement
Benefit shall receive payment of such benefit in a single lump sum, unless the
Participant elects on his or her initial Compensation Deferral Agreement to have such
benefit paid in one of the following alternative forms of payment (i) substantially
equal annual installments over a period of two (2) to fifteen (15) years, as elected by
the Participant; or (ii) a lump sum payment of a percentage of the balance in the
Retirement/Termination Account, with the balance paid in substantially equal annual
installments over a period of two (2) to fifteen (15) years, as elected by the
Participant.(b)
    
    Termination Benefit. A Participant who is entitled to receive a Termination
Benefit shall receive payment of such benefit in a single lump sum.(c)
    
    Specified Date Benefit. The Specified Date Benefit shall be paid in a single
lump sum, unless the Participant elects on the Compensation Deferral Agreement with
which the account was established to have the Specified Date Account paid in
substantially equal annual installments over a period of two (2) to five (5) years, as
elected by the Participant.Notwithstanding any election of a form of payment by the Participant, upon a
Separation from Service the unpaid balance of a Specified Date Account with respect
to which payments have not commenced shall be paid in accordance with the form of
payment applicable to the Retirement, Termination, or Death Benefit, as applicable.
If such benefit is payable in a single lump sum, the unpaid balance of all Specified
Date Accounts (including those in pay status) will be paid in a lump sum.(d)
    
    Death Benefit. A designated Beneficiary who is entitled to receive a Death
Benefit shall receive payment of such benefit in a single lump sum. The foregoing
notwithstanding, if a Participant dies after his or her Retirement, such Participants
designated Beneficiary shall receive payment of the Death Benefit in accordance with
the form of payment applicable to the Retirement Benefit; provided, however, that a
designated Beneficiary will not be subject to the six (6) month delay period imposed on
specified employees (as defined in Treas. Reg. Section 1.409A-1(i)), whether or not the
Participants Retirement Benefit was being delayed according to the Code Section 409A
restrictions for specified employees at the time of the Participants death.(e)
    
    Change in Control. A Participant will receive a single lump sum payment equal
to the unpaid balance of all of his or her Accounts upon a Separation from Service
within twenty-four (24) months following a Change in Control. In addition to the
foregoing, upon a Change in Control, a Participant who has incurred a Separation
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from Service prior to the Change in Control, and any Beneficiary of such Participant
who is receiving or is scheduled to receive payments, will receive the balance of
all unpaid Accounts in a single lump sum within ninety (90) days of such Change in
Control.(f)
    
    Small Account Balances. The Committee shall pay the value of the Participants
Accounts upon a Separation from Service in a single lump sum if the balance of such
Accounts is not greater than the applicable dollar amount under Code Section
402(g)(1)(B), provided the payment represents the complete liquidation of the
Participants interest in the Plan.(g)
    
    Rules Applicable to Installment Payments. If a Payment Schedule specifies
installment payments, annual payments will be made beginning as of the payment
commencement date for such installments and shall continue on each anniversary thereof
until the number of installment payments specified in the Payment Schedule has been
paid. The amount of each installment payment shall be determined by dividing (a) by
(b), where (a) equals the Account Balance as of the Valuation Date and (b) equals the
remaining number of installment payments.For purposes of Article VII, installment payments will be treated as a single form
of payment. If a lump sum equal to less than one hundred percent (100%) of the
Retirement/Termination Account is paid, the payment commencement date for the
installment form of payment will be the first anniversary of the payment of the lump
sum.
 6.3
    
    Acceleration of or Delay in Payments. The Committee, in its sole and absolute
discretion, may elect to accelerate the time or form of payment of a benefit owed to the
Participant hereunder, provided such acceleration is permitted under Treas. Reg. Section
1.409A-3(j)(4). The Committee may also, in its sole and absolute discretion, delay the time
for payment of a benefit owed to the Participant hereunder, to the extent permitted under
Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic relations order (within
the meaning of Code Section 414(p)(1)(B)) directing that all or a portion of a Participants
Accounts be paid to an alternate payee, any amounts to be paid to the alternate payee(s)
shall be paid in a single lump sum.
 ARTICLE VII  Modifications to Payment Schedules
 7.1
    
    Participants Right to Modify. A Participant may modify any or all of the
alternative Payment Schedules with respect to an Account, consistent with the permissible
Payment Schedules available under the Plan, provided such modification complies with the
requirements of this Article VII.7.2
    
    Time of Election. The date on which a modification election is submitted to the
Committee must be at least twelve (12) months prior to the date on which payment is scheduled
to commence under the Payment Schedule in effect prior to the modification.
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7.3
    
    Date of Payment under Modified Payment Schedule. Except with respect to
modifications that relate to the payment of a Death Benefit, the date payments are to commence
under the modified Payment Schedule must be no earlier than five (5) years after the date
payment would have commenced under the original Payment Schedule. Under no circumstances may a
modification election result in an acceleration of payments in violation of Code Section 409A.7.4
    
    Effective Date. A modification election submitted in accordance with this Article
VII is irrevocable upon receipt by the Committee and becomes effective twelve (12) months
after such date.7.5
    
    Effect on Accounts. An election to modify a Payment Schedule is specific to the
Account or payment event to which it applies, and shall not be construed to affect the Payment
Schedules of any other Accounts.
 ARTICLE VIII  Valuation of Account Balances; Investments
 8.1
    
    Valuation. Deferrals shall be credited to appropriate Accounts on the date such
Compensation would have been paid to the Participant absent the Compensation Deferral
Agreement. Company Contributions shall be credited to the Retirement/Termination Account at
the times determined by the Committee. Valuation of Accounts shall be performed under
procedures approved by the Committee.8.2
    
    Earnings Credit. Except as provided in Section 8.6 below, each Account will be
credited with Earnings on each Business Day, based upon the Participants investment
allocation among a menu of investment options selected in advance by the Committee, in
accordance with the provisions of this Article VIII (investment allocation).8.3
    
    Investment Options. Investment options will be determined by the Committee. The
Committee, in its sole discretion, shall be permitted to add or remove investment options from
the Plan menu from time to time, provided that any such additions or removals of investment
options shall not be effective with respect to any period prior to the effective date of such
change.8.4
    
    Investment Allocations. A Participants investment allocation constitutes a deemed,
not actual, investment among the investment options comprising the investment menu. At no time
shall a Participant have any real or beneficial ownership in any investment option included in
the investment menu, nor shall the Participating Employer or any trustee acting on its behalf
have any obligation to purchase actual securities as a result of a Participants investment
allocation. A Participants investment allocation shall be used solely for purposes of
adjusting the value of a Participants Account Balances.A Participant shall specify an investment allocation for each of his Accounts in accordance
with procedures established by the Committee. Allocation among the investment options must
be designated in increments of one percent (1%). The
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Participants investment allocation will become effective on the same Business Day or, in
the case of investment allocations received after a time specified by the Committee, the
next Business Day.A Participant may change an investment allocation on any Business Day, both with respect to
future credits to the Plan and with respect to existing Account Balances, in accordance with
procedures adopted by the Committee. Changes shall become effective on the same Business Day
or, in the case of investment allocations received after a time specified by the Committee,
the next Business Day, and shall be applied prospectively.8.5
    
    Unallocated Deferrals and Accounts. If the Participant fails to make an investment
allocation with respect to an Account, such Account shall be invested in an investment option,
the primary objective of which is the preservation of capital, as determined by the Committee.8.6
    
    Fixed-Rate Earnings. Notwithstanding anything to the contrary in this Article VIII
or the Plan, the Committee may provide that all or some of a Participants Accounts shall be
credited with Earnings at an assumed rate of interest as determined by the Committee and
communicated to affected Participants. The Committee may, in its sole discretion, limit or
restrict the ability of a Participant to reallocate the investment of such Accounts to other
investment options available under the Plan.
 ARTICLE IX  Administration
 9.1
    
    Plan Administration. This Plan shall be administered by the Committee which shall
have discretionary authority to make, amend, interpret and enforce all appropriate rules and
regulations for the administration of this Plan and to utilize its discretion to decide or
resolve any and all questions, including but not limited to eligibility for benefits and
interpretations of this Plan and its terms, as may arise in connection with the Plan. Claims
for benefits shall be filed with the Committee and resolved in accordance with the claims
procedures in Article XII.9.2
    
    Administration Upon Change in Control. Upon a Change in Control, the Committee, as
constituted immediately prior to such Change in Control, shall continue to act as the
Committee. The individual who was the Chief Executive Officer of the Company (or if such
person is unable or unwilling to act, the next highest ranking officer) prior to the Change in
Control shall have the authority (but shall not be obligated) to appoint an independent third
party to act as the Committee.Upon such Change in Control, the Company may not remove the Committee, unless two-thirds
(2/3rds) of the members of the Board of Directors of the Company and a majority of
Participants and Beneficiaries with Account Balances consent to the removal and replacement
Committee. Notwithstanding the foregoing, neither the Committee nor the officer described
above shall have authority to direct investment of trust assets under any rabbi trust
described in Section 11.2.
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The Participating Employer shall, with respect to the Committee identified under this
Section, (i) pay all reasonable expenses and fees of the Committee, (ii) indemnify the
Committee (including individuals serving as Committee) against any costs, expenses and
liabilities including, without limitation, attorneys fees and expenses arising in
connection with the performance of the Committee hereunder, except with respect to matters
resulting from the Committees gross negligence or willful misconduct and (iii) supply full
and timely information to the Committee on all matters related to the Plan, any rabbi trust,
Participants, Beneficiaries and Accounts as the Committee may reasonably require.9.3
    
    Withholding. The Participating Employer shall have the right to withhold from any
payment due under the Plan (or with respect to any amounts credited to the Plan) any taxes
required by law to be withheld in respect of such payment (or credit). Withholdings with
respect to amounts credited to the Plan shall be deducted from Compensation that has not been
deferred to the Plan.9.4
    
    Indemnification. The Participating Employers shall indemnify and hold harmless each
employee, officer, director, agent or organization, to whom or to which are delegated duties,
responsibilities, and authority under the Plan or otherwise with respect to administration of
the Plan, including, without limitation, the Committee and its agents, against all claims,
liabilities, fines and penalties, and all expenses reasonably incurred by or imposed upon him
or it (including but not limited to reasonable attorney fees) which arise as a result of his
or its actions or failure to act in connection with the operation and administration of the
Plan to the extent lawfully allowable and to the extent that such claim, liability, fine,
penalty, or expense is not paid for by liability insurance purchased or paid for by the
Participating Employer. Notwithstanding the foregoing, the Participating Employer shall not
indemnify any person or organization if his or its actions or failure to act are due to gross
negligence or willful misconduct or for any such amount incurred through any settlement or
compromise of any action unless the Participating Employer consents in writing to such
settlement or compromise.9.5
    
    Delegation of Authority. In the administration of this Plan, the Committee may, from
time to time, employ agents and delegate to them such administrative duties as it sees fit,
and may from time to time consult with legal counsel who shall be legal counsel to the
Company.9.6
    
    Binding Decisions or Actions. The decision or action of the Committee in respect of
any question arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations thereunder shall be final and conclusive
and binding upon all persons having any interest in the Plan.
 ARTICLE X  Amendment and Termination
 10.1
    
    Amendment and Termination. The Company may at any time and from time to time amend
the Plan or may terminate the Plan as provided in this Article X. Each Participating Employer
may also terminate its participation in the Plan.
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10.2
    
    Amendments. The Company, by action taken by its Board of Directors, may amend the
Plan at any time and for any reason, provided that any such amendment shall not reduce the
vested Account Balances of any Participant accrued as of the date of any such amendment or
restatement (as if the Participant had incurred a voluntary Separation from Service on such
date) or reduce any rights of a Participant under the Plan or other Plan features with respect
to Deferrals made prior to the date of any such amendment or restatement without the consent
of the Participant. The Board of Directors of the Company may delegate to the Committee the
authority to amend the Plan without the consent of the Board of Directors for the purpose of
(i) conforming the Plan to the requirements of law, (ii) facilitating the administration of
the Plan, (iii) clarifying provisions based on the Committees interpretation of the document
and (iv) making such other amendments as the Board of Directors may authorize.10.3
    
    Termination. The Company, by an action taken by its Board of Directors, may
terminate or suspend the Plan in whole or in part at any time, provided that no such
termination or suspension will deprive a Participant, or person claiming benefits under this
Plan through a Participant, of any vested Account Balance under this Plan up to the date of
suspension or termination, except as required by applicable law. Notwithstanding any
provision of this Plan to the contrary, upon the complete termination of the Plan, the Board
of Directors will pay Participants and/or Beneficiaries their Account Balances in a single
lump sum at any time, to the extent allowed by and in accordance with Treas. Reg. Section
1.409A-3(j)(4)(ix). The Plan may be terminated upon the following events:
 (a)
    
    Dissolution or Bankruptcy. The Board of Directors may terminate and liquidate
the Plan within twelve (12) months of a 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 the amounts deferred under the Plan are included in the Participants gross
incomes in the latest of the following years (or if earlier, the taxable year in which
the amount is actually or constructively received):
 (i)
    
    the calendar year in which the Plan termination and liquidation
occurs;(ii)
    
    the first 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.
 (b)
    
    Change in Control. The Board of Directors may terminate and liquidate the Plan
within the thirty (30) days preceding or the twelve (12) months following a change in
control event, as defined in Treas. Reg. Section 1.409A-3(i)(5)), provided that all
plans or arrangements that would be aggregated with the Plan under Code Section 409A
are also terminated and liquidated with respect to each Participant that experienced
the change in control event so that under the terms of the Plan and all such
arrangements the Participant is required to receive all amounts of compensation
deferred under such arrangements within twelve (12) months of the termination of the
Plan or arrangement, as applicable. In the case
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of a change of control event which constitutes a sale of assets, the termination of
the Plan pursuant to this Section 10.3(b) may be made with respect to the
Participating Employer that is primarily liable immediately after the change of
control transaction for the payment of benefits under the Plan.(c)
    
    Other Termination Events. The Board of Directors may terminate and liquidate
the Plan provided that (i) the termination and liquidation does not occur by reason of
a downturn of the financial health of the Company, (ii) all plans or arrangements that
would be aggregated with the Plan under Code Section 409A are also terminated and
liquidated, (iii) no payments in liquidation of the Plan are made within twelve months
of the date of termination of the Plan other than payments that would be made in the
ordinary course operation of the Plan, (iv) all payments are made within twenty-four
(24) months of the date the Plan is terminated and (v) the Company does not adopt a new
plan that would be aggregated with the Plan within three (3) years of the date of the
termination of the Plan.
 10.4
    
    Termination by a Participating Employer. If a Participating Employer terminates its
participation in the Plan, or the Company terminates a Participating Employer from the Plan,
the benefits of affected Employees shall be paid at the time provided in Article VI.10.5
    
    Accounts Taxable Under Code Section 409A. The Plan is intended to constitute a plan
of deferred compensation that meets the requirements for deferral of income taxation under
Code Section 409A. The Committee, pursuant to its authority to interpret the Plan, may sever
from the Plan or any Compensation Deferral Agreement any provision or exercise of a right that
otherwise would result in a violation of Code Section 409A.
 ARTICLE XI  Informal Funding
 11.1
    
    General Assets. Obligations established under the terms of the Plan may be satisfied
from the general funds of the Participating Employers, or a trust described in this Article
XI. No Participant, spouse or Beneficiary shall have any right, title or interest whatever in
assets of the Participating Employers. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship, between the Participating Employers and any Employee, spouse, or
Beneficiary. To the extent that any person acquires a right to receive payments hereunder,
such rights are no greater than the right of an unsecured general creditor of the
Participating Employer.11.2
    
    Rabbi Trust. A Participating Employer may, in its sole discretion, establish a
grantor trust, commonly known as a rabbi trust, as a vehicle for accumulating assets to pay
benefits under the Plan. Payments under the Plan may be paid from the general assets of the
Participating Employer or from the assets of any such rabbi trust. Payment from any such
source shall reduce the obligation owed to the Participant or Beneficiary under the Plan.
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ARTICLE XII  Claims
 12.1
    
    Filing a Claim. Any controversy or claim arising out of or relating to the Plan
shall be filed in writing with the Committee which shall make all determinations concerning
such claim. Any claim filed with the Committee and any decision by the Committee denying such
claim shall be in writing and shall be delivered to the Participant or Beneficiary filing the
claim (the Claimant).
 (a)
    
    In General. Notice of a denial of benefits will be provided within ninety (90)
days of the Committees receipt of the Claimants claim for benefits. If the Committee
determines that it needs additional time to review the claim, the Committee will
provide the Claimant with a notice of the extension before the end of the initial
ninety (90) day period. The extension will not be more than ninety (90) days from the
end of the initial ninety (90) day period and the notice of extension will explain the
special circumstances that require the extension and the date by which the Committee
expects to make a decision.(b)
    
    Contents of Notice. If a claim for benefits is completely or partially denied,
notice of such denial shall be in writing and shall set forth the reasons for denial in
plain language. The notice shall (i) cite the pertinent provisions of the Plan document
and (ii) explain, where appropriate, how the Claimant can perfect the claim, including
a description of any additional material or information necessary to complete the claim
and why such material or information is necessary. The claim denial also shall include
an explanation of the claims review procedures and the time limits applicable to such
procedures, including a statement of the Claimants right to bring a civil action under
Section 502(a) of ERISA following an adverse decision on review.
 12.2
    
    Appeal of Denied Claims. A Claimant whose claim has been completely or partially
denied shall be entitled to appeal the claim denial by filing a written appeal with a
committee designated to hear such appeals (the Appeals Committee). A Claimant who timely
requests a review of the denied claim (or his or her authorized representative) may review,
upon request and free of charge, copies of all documents, records and other information
relevant to the denial and may submit written comments, documents, records and other
information relevant to the claim to the Appeals Committee. All written comments, documents,
records, and other information shall be considered relevant if the information (i) was
relied upon in making a benefits determination,(ii) was submitted, considered or generated in
the course of making a benefits decision regardless of whether it was relied upon to make the
decision, or (iii) demonstrates compliance with administrative processes and safeguards
established for making benefit decisions. The Appeals Committee may, in its sole discretion
and if it deems appropriate or necessary, decide to hold a hearing with respect to the claim
appeal.
 (a)
    
    In General. Appeal of a denied benefits claim must be filed in writing with
the Appeals Committee no later than sixty (60) days after receipt of the written
notification of such claim denial. The Appeals Committee shall make its decision
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regarding the merits of the denied claim within sixty (60) days following receipt of
the appeal (or within one hundred and twenty (120) days after such receipt, in a
case where there are special circumstances requiring extension of time for reviewing
the appealed claim). If an extension of time for reviewing the appeal is required
because of special circumstances, written notice of the extension shall be furnished
to the Claimant prior to the commencement of the extension. The notice will indicate
the special circumstances requiring the extension of time and the date by which the
Appeals Committee expects to render the determination on review. The review will
take into account 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.(b)
    
    Contents of Notice. If a benefits claim is completely or partially denied on
review, notice of such denial shall be in writing and shall set forth the reasons for
denial in plain language.The decision on review shall set forth (i) the specific reason or reasons for the
denial, (ii) specific references to the pertinent Plan provisions on which the
denial is based, (iii) a statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to and copies of all documents,
records, or other information relevant (as defined above) to the Claimants claim,
and (iv) a statement describing any voluntary appeal procedures offered by the plan
and a statement of the Claimants right to bring an action under Section 502(a) of
ERISA.
 12.3
    
    Claims Appeals Upon Change in Control. Upon a Change in Control, the Appeals
Committee, as constituted immediately prior to such Change in Control, shall continue to act
as the Appeals Committee. Upon such Change in Control, the Company may not remove any member
of the Appeals Committee, but may replace resigning members if two-thirds (2/3rds) of the
members of the Board of Directors of the Company and a majority of Participants and
Beneficiaries with Account Balances consent to the replacement.The Appeals Committee shall have the exclusive authority at the appeals stage to interpret
the terms of the Plan and resolve appeals under the Claims Procedure.Each Participating Employer shall, with respect to the Committee identified under this
Section, (i) pay its proportionate share of all reasonable expenses and fees of the Appeals
Committee, (ii) indemnify the Appeals Committee (including individual committee members)
against any costs, expenses and liabilities including, without limitation, attorneys fees
and expenses arising in connection with the performance of the Appeals Committee hereunder,
except with respect to matters resulting from the Appeals Committees gross negligence or
willful misconduct and (iii) supply full and timely information to the Appeals Committee on
all matters related to the Plan, any rabbi trust, Participants, Beneficiaries and Accounts
as the Appeals Committee may reasonably require.
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12.4
    
    Legal Action. A Claimant may not bring any legal action, including commencement of
any arbitration, relating to a claim for benefits under the Plan unless and until the Claimant
has followed the claims procedures under the Plan and exhausted his or her administrative
remedies under such claims procedures.If a Participant or Beneficiary prevails in a legal proceeding brought under the Plan to
enforce the rights of such Participant or any other similarly situated Participant or
Beneficiary, in whole or in part, the Participating Employer shall reimburse such
Participant or Beneficiary for all legal costs, expenses, attorneys fees and such other
liabilities incurred as a result of such proceedings. If the legal proceeding is brought in
connection with a Change in Control, or a change in control as defined in a rabbi trust
described in Section 11.2, the Participant or Beneficiary may file a claim directly with the
trustee for reimbursement of such costs, expenses and fees. For purposes of the preceding
sentence, the amount of the claim shall be treated as if it were an addition to the
Participants or Beneficiarys Account Balance.12.5
    
    Discretion of Appeals Committee. All interpretations, determinations and decisions
of the Appeals Committee with respect to any claim shall be made in its sole discretion, and
shall be final and conclusive.12.6
    
    Arbitration.
 (a)
    
    Prior to Change in Control. If, prior to a Change in Control, any claim or
controversy between a Participating Employer and a Participant or Beneficiary is not
resolved through the claims procedure set forth in Article XII, such claim shall be
submitted to and resolved exclusively by expedited binding arbitration by a single
arbitrator. Arbitration shall be conducted in accordance with the following
procedures:The complaining party shall promptly send written notice to the other party
identifying the matter in dispute and the proposed remedy. Following the giving of
such notice, the parties shall meet and attempt in good faith to resolve the matter.
In the event the parties are unable to resolve the matter within twenty one (21)
days, the parties shall meet and attempt in good faith to select a single arbitrator
acceptable to both parties. If a single arbitrator is not selected by mutual consent
within ten (10) Business Days following the giving of the written notice of dispute,
an arbitrator shall be selected from a list of nine persons each of whom shall be an
attorney who is either engaged in the active practice of law or recognized
arbitrator and who, in either event, is experienced in serving as an arbitrator in
disputes between employers and employees, which list shall be provided by the main
office of either JAMS, the American Arbitration Associate (AAA) or the Federal
Mediation and Conciliation Service. If, within three Business Days of the parties
receipt of such list, the parties are unable to agree on an arbitrator from the
list, then the parties shall each strike names alternatively from the list, with the
first to strike being determined by the flip of a coin. After each party has had
four strikes, the remaining name on the list shall be the
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arbitrator. If such person is unable to serve for any reason, the parties shall
repeat this process until an arbitrator is selected.Unless the parties agree otherwise, within sixty (60) days of the selection of the
arbitrator, a hearing shall be conducted before such arbitrator at a time and a
place agreed upon by the parties. In the event the parties are unable to agree upon
the time or place of the arbitration, the time and place shall be designated by the
arbitrator after consultation with the parties. Within thirty (30) days of the
conclusion of the arbitration hearing, the arbitrator shall issue an award,
accompanied by a written decision explaining the basis for the arbitrators award.In any arbitration hereunder, the Participating Employer shall pay all
administrative fees of the arbitration and all fees of the arbitrator, except that
the Participant or Beneficiary may, if he/she/it wishes, pay up to one-half (1/2) of
those amounts. Each party shall pay its own attorneys fees, costs, and expenses,
unless the arbitrator orders otherwise. The prevailing party in such arbitration, as
determined by the arbitrator, and in any enforcement or other court proceedings,
shall be entitled, to the extent permitted by law, to reimbursement from the other
party for all of the prevailing partys costs (including but not limited to the
arbitrators compensation), expenses, and attorneys fees. The arbitrator shall have
no authority to add to or to modify this Plan, shall apply all applicable law, and
shall have no lesser and no greater remedial authority than would a court of law
resolving the same claim or controversy. The arbitrator shall have no authority to
add to or to modify this Plan, shall apply all applicable law, and shall have no
lesser and no greater remedial authority than would a court of law resolving the
same claim or controversy. The arbitrator shall, upon an appropriate motion, dismiss
any claim without an evidentiary hearing if the party bringing the motion
establishes that it would be entitled to summary judgment if the matter had been
pursued in court litigation.The parties shall be entitled to discovery as follows: Each party may take no more
than three depositions. The Participating Employer may depose the Participant or
Beneficiary plus two (2) other witnesses, and the Participant or Beneficiary may
depose the Participating Employer, pursuant to Rule 30(b)(6) of the Federal Rules of
Civil Procedure, plus two (2) other witnesses. Each party may make such reasonable
document discovery requests as are allowed in the discretion of the arbitrator.The decision of the arbitrator shall be final, binding, and non-appealable, and may
be enforced as a final judgment in any court of competent jurisdiction.This arbitration provision of the Plan shall extend to claims against any parent,
subsidiary, or affiliate of each party, and, when acting within such capacity, any
officer, director, shareholder, Participant, Beneficiary, or agent of any party, or
of any of the above, and shall apply as well to claims arising out of state and
federal statutes and local ordinances as well as to claims arising under the common
law or under this Plan.
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Notwithstanding the foregoing, and unless otherwise agreed between the parties,
either party may apply to a court for provisional relief, including a temporary
restraining order or preliminary injunction, on the ground that the arbitration
award to which the applicant may be entitled may be rendered ineffectual without
provisional relief.Any arbitration hereunder shall be conducted in accordance with the Federal
Arbitration Act: provided, however, that, in the event of any inconsistency between
the rules and procedures of the Act and the terms of this Plan, the terms of this
Plan shall prevail.If any of the provisions of this Section 12.6(a) are determined to be unlawful or
otherwise unenforceable, in the whole part, such determination shall not affect the
validity of the remainder of this section and this section shall be reformed to the
extent necessary to carry out its provisions to the greatest extent possible and to
insure that the resolution of all conflicts between the parties, including those
arising out of statutory claims, shall be resolved by neutral, binding arbitration.
If a court should find that the provisions of this Section 12.6(a) are not
absolutely binding, then the parties intend any arbitration decision and award to be
fully admissible in evidence in any subsequent action, given great weight by any
finder of fact and treated as determinative to the maximum extent permitted by law.The parties do not agree to arbitrate any putative class action or any other
representative action. The parties agree to arbitrate only the claims(s) of a single
Participant or Beneficiary.(b)
    
    Upon Change in Control. If, upon the occurrence of a Change in Control, any
dispute, controversy or claim arises between a Participant or Beneficiary and the
Participating Employer out of or relating to or concerning the provisions of the Plan,
such dispute, controversy or claim shall be finally settled by a court of competent
jurisdiction which, notwithstanding any other provision of the Plan, shall apply a de
novo standard of review to any determination made by the Company or its Board of
Directors, a Participating Employer, the Committee, or the Appeals Committee.
 ARTICLE XIII  General Provisions
 13.1
    
    Anti-assignment Rule. No interest of any Participant, spouse or Beneficiary under
this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any
such purported assignment shall be null, void and of no effect, nor shall any such interest or
any such benefit be subject in any manner, either voluntarily or involuntarily, to
anticipation, sale, transfer, assignment or encumbrance by or through any Participant, spouse
or Beneficiary. Notwithstanding anything to the contrary herein, however, the Committee has
the discretion to make payments to an alternate payee in accordance with the terms of a
domestic relations order (as defined in Code Section 414(p)(1)(B)).
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13.2
    
    No Legal or Equitable Rights or Interest. No Participant or other person shall have
any legal or equitable rights or interest in this Plan that are not expressly granted in this
Plan. Participation in this Plan does not give any person any right to be retained in the
service of the Participating Employer. The right and power of a Participating Employer to
dismiss or discharge an Employee is expressly reserved. The Participating Employers make no
representations or warranties as to the tax consequences to a Participant or a Participants
beneficiaries resulting from a deferral of income pursuant to the Plan.13.3
    
    No Employment Contract. Nothing contained herein shall be construed to constitute a
contract of employment between an Employee and a Participating Employer.13.4
    
    Notice. Any notice or filing required or permitted to be delivered to the Committee
under this Plan shall be delivered in writing, in person, or through such electronic means as
is established by the Committee. Notice shall be deemed given as of the date of delivery or,
if delivery is made by mail, as of the date shown on the postmark on the receipt for
registration or certification. Written transmission shall be sent by certified mail to:
 UNITED SURGICAL PARTNERS INTERNATIONAL, INC.
ATTN: CHIEF ADMINISTRATIVE OFFICER
15305 DALLAS PARKWAY, SUITE 1600
ADDISON, TX 75001
 Any notice or filing required or permitted to be given to a Participant under this Plan
shall be sufficient if in writing or hand-delivered, or sent by mail to the last known
address of the Participant.13.5
    
    Headings. The headings of Sections are included solely for convenience of reference,
and if there is any conflict between such headings and the text of this Plan, the text shall
control.13.6
    
    Invalid or Unenforceable Provisions. If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect any other
provisions hereof and the Committee may elect in its sole discretion to construe such invalid
or unenforceable provisions in a manner that conforms to applicable law or as if such
provisions, to the extent invalid or unenforceable, had not been included.13.7
    
    Lost Participants or Beneficiaries. Any Participant or Beneficiary who is entitled
to a benefit from the Plan has the duty to keep the Committee advised of his or her current
mailing address. If benefit payments are returned to the Plan or are not presented for payment
after a reasonable amount of time, the Committee shall presume that the payee is missing. The
Committee, after making such efforts as in its discretion it deems reasonable and appropriate
to locate the payee, shall stop payment on any uncashed checks and may discontinue making
future payments until contact with the payee is restored.13.8
    
    Facility of Payment to a Minor. If a distribution is to be made to a minor, or to a
person who is otherwise incompetent, then the Committee may, in its discretion, make such
distribution (i) to the legal guardian, or if none, to a parent of a minor payee with whom
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the payee maintains his or her residence, or (ii) to the conservator or committee or, if
none, to the person having custody of an incompetent payee. Any such distribution shall
fully discharge the Committee, the Company, and the Plan from further liability on account
thereof.13.9
    
    Governing Law. To the extent not preempted by ERISA, the laws of the State of Texas
shall govern the construction and administration of the Plan.
 IN WITNESS WHEREOF, the undersigned executed this Plan as of the 23rd day of December,
2008, to be effective as of the Effective Date.
 United Surgical Partners International, Inc.By:
    
    John J. Wellik
    
    (Print Name)Its:
    
    Sr. Vice President
    
    (Title)/s/ John J. Wellik
    
    (Signature)
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