##### 



Exhibit 10.8




---



##### 



Table of Contents
 Page1.
    
    INTRODUCTION
    
    
    11.1
    
    History and Purpose
    
    
    11.2
    
    Effective Date
    
    
    12.
    
    DEFINITIONS
    
    
    12.1
    
    Accrued Benefit
    
    
    12.2
    
    Affiliate
    
    
    12.3
    
    Beneficiary or Beneficiaries
    
    
    12.4
    
    Board of Directors
    
    
    12.5
    
    Cause
    
    
    12.6
    
    Code
    
    
    22.7
    
    Committee
    
    
    22.8
    
    Company
    
    
    22.9
    
    Compensation
    
    
    22.10
    
    Contingent Annuitant Option
    
    
    22.11
    
    Early Retirement Date
    
    
    22.12
    
    Eligible Employee
    
    
    22.13
    
    Employee
    
    
    32.14
    
    ERISA
    
    
    32.15
    
    Final Average Compensation
    
    
    32.16
    
    Normal Retirement Date
    
    
    32.17
    
    Other Supplemental Plan Reduction
    
    
    32.18
    
    Participant
    
    
    32.19
    
    Plan
    
    
    32.20
    
    Qualified Joint and Survivor Annuity
    
    
    32.21
    
    Retirement Plan
    
    
    32.22
    
    Retirement Plan Reduction
    
    
    32.23
    
    Single Life Annuity
    
    
    42.24
    
    Surviving Spouse
    
    
    42.25
    
    Year of Service
    
    
    43.
    
    PARTICIPATION AND ELIGIBILITY
    
    
    43.1
    
    Current Participants
    
    
    43.2
    
    New Participants
    
    
    43.3
    
    Eligibility Requirements
    
    
    43.4
    
    Termination of Participation
    
    
    53.5
    
    Additional Age and Service
    
    
    54.
    
    RETIREMENT BENEFITS
    
    
    64.1
    
    Determination of Accrued Benefit
    
    
    64.2
    
    Normal Retirement Benefit
    
    
    64.3
    
    Early Retirement Benefit
    
    
    6
 -i-




---



##### 



Table of Contents
 Page4.4
    
    Timing and Form of Payment for the Accrued Benefit
    
    
    74.5
    
    Benefit Computation
    
    
    75.
    
    DEATH BENEFITS
    
    
    75.1
    
    Death Before Commencement of Benefits
    
    
    75.2
    
    Death After Commencement of Benefits
    
    
    85.3
    
    Designating a Beneficiary
    
    
    86.
    
    VESTING
    
    
    87.
    
    FUNDED NATURE OF THE PLAN
    
    
    88.
    
    ADMINISTRATION OF THE PLAN
    
    
    98.1
    
    Authority of the Committee
    
    
    98.2
    
    Delegation of Authority
    
    
    98.3
    
    Compensation and Expenses
    
    
    98.4
    
    Liability of the Committee and Board; Indemnification
    
    
    99.
    
    AMENDMENTS AND TERMINATION
    
    
    910.
    
    CLAIMS PROCEDURES
    
    
    1011.
    
    MISCELLANEOUS
    
    
    1111.1
    
    Construction
    
    
    1111.2
    
    Taxes
    
    
    1111.3
    
    Governing Law
    
    
    1111.4
    
    No Right of Employment
    
    
    1111.5
    
    Payment in Satisfaction of Claims
    
    
    1111.6
    
    No Alienation of Benefits
    
    
    1211.7
    
    Incapacity
    
    
    1211.8
    
    Adjustment
    
    
    1211.9
    
    Compliance With Code Section 409A
    
    
    12Appendix A
    
    
    
    
    i
 -ii-




---



##### 



History and Purpose
 Effective Date
       nolo
contendere
 1




---



##### 



2




---



##### 



3




---



##### 



Current Participants
 New Participants
 Eligibility Requirements
 General Eligibility Requirements
 Special Eligibility Rules in the Event of Death Before Retirement
 4




---



##### 



Termination for Cause and Other Similar Circumstances
   Termination of Participation
 Additional Age and Service
 5




---



##### 



Determination of Accrued Benefit
 Accrued Benefit Formula 1 2
 Limit on Amount of Accrued Benefit
 Assumptions
 Normal Retirement Benefit
 Early Retirement Benefit
 Timing and Form of Payment for the Accrued Benefit
 6




---



##### 



Timing of Payment
 Form of Payment
 Benefit Computation
  Death Before Commencement of Benefits
 General
 7




---



##### 



Pre-Retirement Death Benefit
 Death After Commencement of Benefits
 Designating a Beneficiary
      Authority of the Committee
 8




---



##### 



Delegation of Authority
 Compensation and Expenses
 Liability of the Committee and Board; Indemnification
   9




---



##### 



10




---



##### 



Construction
 Taxes
 Governing Law
 No Right of Employment
 Payment in Satisfaction of Claims
 No Alienation of Benefits
 Incapacity
 11




---



##### 



Adjustment
 Compliance With Law
 12




---



##### 



Appendix A
 Participants in the Supplemental Executive Retirement Plan as of July 24, 2007
 Name of Participant