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                                                                   Exhibit 10.23

                                  NONQUALIFIED

                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN

                                - PLAN DOCUMENT -

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                                  NONQUALIFIED
                     SUPPLEMENTAL DEFERRED COMPENSATION PLAN
                                - PLAN DOCUMENT -

                             SECTION 1 INTRODUCTION

     1.1 ADOPTION OF PLAN AND PURPOSE

          This Plan is an unfunded, nonqualified deferred compensation plan.
With the consent of the Employer (as defined in subsection 2.16) the plan may be
adopted by executing the Adoption Agreement (as defined in subsection 2.3) in
the form attached hereto. The Plan contains certain variable features which the
Employer has specified in the Adoption Agreement. Only those variable features
specified by the Employer in the Adoption Agreement will be applicable to the
Employer.

          The purpose of the Plan is to provide certain supplemental benefits
under the Plan to a select group of management or highly compensated Employees
of the Employers (in accordance with Sections 201, 301 and 401 of ERISA),
Members of the Board(s) of the Employers, or Other Service Providers to the
Employers (as defined below), and to allow such Employees, Board Members or
Other Service Providers the opportunity to defer a portion of their salaries,
bonuses and other compensation, subject to the terms of the Plan. Participants
(and their Beneficiaries) shall have only those rights to payments as set forth
in the Plan and shall be considered general, unsecured creditors of the
Employers with respect to any such rights. The Plan is designed to comply with
the American Jobs Creation Act of 2004 (the "Jobs Act") and Code Section 409A.
It is intended that the Plan be interpreted according to a good faith
interpretation of the Jobs Act and Code Section 409A, and consistent with
published IRS guidance, until final IRS regulations are issued. In the event of
any inconsistency between the terms of the Plan and the Jobs Act or Code Section
409A, the terms of the Jobs Act and Code Section 409A (including IRS
interpretations) shall control. The Plan is intended to constitute an account
balance plan (as defined in IRS Notice 2005-1, Q&A-9).

     1.2 ADOPTION OF THE PLAN

          The Employer may adopt the Plan by completing and signing the Adoption
Agreement in the form attached hereto.

     1.3 PLAN YEAR

          The Plan is administered on the basis of a Plan Year, as defined in
subsection 2.27.

     1.4 PLAN ADMINISTRATION

          The plan shall be administered by a plan administrator (the
"Administrator," as that term is defined in Section 3(16)(A) of ERISA)
designated by the Employer in the Adoption Agreement. The Administrator has full
discretionary authority to construe and interpret the provisions of the Plan and
make factual determinations thereunder, including the power to


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determine the rights or eligibility of employees or participants and any other
persons, and the amounts of their benefits under the plan, and to remedy
ambiguities, inconsistencies or omissions, and such determinations shall be
binding on all parties. The Administrator from time to time may adopt such rules
and regulations as may be necessary or desirable for the proper and efficient
administration of the Plan and as are consistent with the terms of the Plan. The
administrator may delegate all or any part of its powers, rights, and duties
under the Plan to such person or persons as it may deem advisable, and may
engage agents to provide certain administrative services with respect to the
Plan. Any notice or document relating to the Plan which is to be filed with the
Administrator may be delivered, or mailed by registered or certified mail,
postage pre-paid, to the Administrator, or to any designated representative of
the Administrator, in care of the Employer, at its principal office.


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                              SECTION 2 DEFINITIONS

     2.1 ACCOUNT

          "Account" means all notional accounts and subaccounts maintained for a
Participant in order to reflect his interest under the Plan, as described in
Section 6.

     2.2 ADMINISTRATOR

          "Administrator" means the individual or individuals (if any) delegated
authority by the Employer to administer the Plan, as defined in subsection 1.4.

     2.3 ADOPTION AGREEMENT

          "Adoption Agreement" shall mean the form executed by the Employer and
attached hereto, which Agreement shall constitute a part of the Plan.

     2.4 BENEFICIARY

          "Beneficiary" means the person or persons to whom a deceased
Participant's benefits are payable under subsection 9.5.

     2.5 BOARD

          "Board" means the Board of Directors of the Employer (if applicable),
as from time to time constituted.

     2.6 BOARD MEMBER

          "Board Member" means a member of the Board.

     2.7 BONUS

          "Bonus" (also referred to herein as a "Non-Performance-Based Bonus)
means an award of cash that is not a Performance-Based Bonus (as defined in
subsection 2.25) that is payable to an Employee (or Board Member or Other
Service Provider, as applicable) in a given year, with respect to the
immediately preceding Bonus performance period, which may or may not be
contingent upon the achievement of specified performance goals.

     2.8 CODE

          "Code" means the Internal Revenue Code of 1986, as amended. Reference
to a specific section of the Code shall include such section, any valid
regulation promulgated thereunder, and any comparable provision of any future
legislation amending, supplementing, or superseding such section.


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     2.9 COMPENSATION

          "Compensation" shall mean the amount of a Participant's remuneration
from the Employer designated in the Adoption Agreement. Notwithstanding the
foregoing, the Compensation of an Other Service Provider (as defined in
subsection 2.22) shall mean his remuneration from the Employer pursuant to an
agreement to provide services to the Employer. With respect to any Participant
who is a Member of the Board (if applicable), "Compensation" means all cash
remuneration which, absent a deferral election under the Plan, would have
otherwise been received by the Board Member in the taxable year, payable to the
Board Member for service on the Board and on Board committees, including any
cash payable for attendance at Board meetings and Board committee meetings, but
not including any amounts constituting reimbursements of expenses to Board
Members. To the extent the Employer has designated "401(k) Refunds" in the
Adoption Agreement (and to the extent elected by the Participant), an amount
equal to the Participant's "401(k) Refund" shall be deferred from the
Participant's Compensation otherwise payable to the Participant in the next
subsequent Compensation pay period (or such later pay period as the Plan
Administrator determines shall be administratively feasible), and shall be
credited to the Participant's Compensation Deferral Account in accordance with
subsection 4.1. For purposes of this subsection, "401(k) Refund" means any
amount distributed to the applicable Participant from the Employer's qualified
retirement plan intended to comply with Section 401(k) of the Code that is in
excess of the maximum deferral for the prior calendar year allowable under such
qualified retirement plan. To the extent the Employer has designated "401(k)
Continuation Compensation" in the Adoption Agreement (and to the extent elected
by the Participant), an amount equal to the Participant's "401(k) Continuation
Compensation" that otherwise would have been contributed to the 401(k) Plan
shall be deferred from the Participant's Compensation in the next subsequent
Compensation pay period (or such later pay period as the Plan Administrator
determines shall be administratively feasible), and shall be credited to the
Participant's Compensation Deferral Account in accordance with subsection 4.1.

     2.10 COMPENSATION DEFERRALS

          "Compensation Deferrals" means the amounts credited to a Participant's
Compensation Deferral Account pursuant to the Participant's election made in
accordance with subsection 4.1.

     2.11 DEFERRAL ELECTION

          "Deferral Election" means an election by a Participant to make
Compensation Deferrals or Performance-Based Bonus Deferrals in accordance with
Section 4.

     2.12 DISABILITY

          "Disability" for purposes of this Plan shall mean the occurrence of an
event as a result of which the Participant is considered disabled, as designated
by the Employer in the Adoption Agreement.


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     2.13 EFFECTIVE DATE

          "Effective Date" means the Effective Date of the Plan, as indicated in
the Adoption Agreement.

     2.14 ELIGIBLE INDIVIDUAL

          "Eligible Individual" means each Board Member, Other Service Provider,
or Employee of an Employer who satisfies the eligibility requirements set forth
in the Adoption Agreement.

     2.15 EMPLOYEE

          "Employee" means a person who is employed by an Employer and is
treated and/or classified by the Employer as a common law employee for purposes
of wage withholding for Federal income taxes. If a person is not considered to
be an Employee of the Employer in accordance with the preceding sentence, a
subsequent determination by the Employer, any governmental agency, or a court
that the person is a common law employee of the Employer, even if such
determination is applicable to prior years, will not have a retroactive effect
for purposes of eligibility to participate in the Plan.

     2.16 EMPLOYER

          "Employer" means the business entity designated in the Adoption
Agreement, and its successors and assigns unless otherwise herein provided, or
any other corporation or business organization which, with the consent of the
Employer, or its successors or assigns, assumes the Employer's obligations
hereunder, and any affiliate or subsidiary of the Employer, as defined in
Subsections 414(b) and (c) of the Code, or other corporation or business
organization that has adopted the Plan on behalf of its Eligible Individuals
with the consent of the Employer.

     2.17 EMPLOYER CONTRIBUTIONS

          "Employer Contributions" means the amounts other than Matching
Contributions that are credited to a Participant's Employer Contributions
Account under the Plan by the Employer in accordance with subsection 4.4.

     2.18 ERISA

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended. Reference to a specific section of ERISA shall include such section,
any valid regulation promulgated thereunder, and any comparable provision of any
future legislation amending, supplementing, or superseding such section.

     2.19 FISCAL YEAR COMPENSATION

          "Fiscal Year Compensation" means Compensation relating to a period of
service coextensive with one or more consecutive non-calendar-year fiscal years
of the Employer, where no amount of such Compensation is paid or payable during
the service period. For example, a


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Bonus based upon a service period of two consecutive fiscal years payable after
the completion of the second fiscal year would be "Fiscal Year Compensation,"
but periodic salary payments or Bonuses based on service periods other than the
Employer's fiscal year would not be Fiscal Year Compensation.

     2.20 INVESTMENT FUNDS

          "Investment Funds" means the notional funds or other investment
vehicles designated pursuant to subsection 5.1.

     2.21 MATCHING CONTRIBUTIONS

          "Matching Contributions" means the amounts credited to a Participant's
Employer Contribution Account under the Plan by the Employer that are based on
the amount of Participant Deferrals made by the Participant under the Plan, or
that are based upon such other formula as designated by the Employer in the
Adoption Agreement, in accordance with subsection 4.3.

     2.22 Other Service PROVIDERS

          "Other Service Providers" shall mean independent contractors,
consultants, or other similar providers of services to the Employer, other than
Employees and Board Members. To the extent that an Other Service Provider is
unrelated to the Employer, as described in Code Section 409A and other
applicable regulations, guidance, etc. thereunder, the provisions of such
guidance shall not apply. To the extent that an Other Service Provider uses an
accrual method of accounting for a given taxable year, amounts deferred under
the Plan in such taxable year shall not be subject to Code Section 409A and
other applicable guidance thereunder, notwithstanding any provision of the Plan
to the contrary.

     2.23 PARTICIPANT

          "Participant" means an Eligible Individual who meets the requirements
of Section 3 and elects to make Compensation Deferrals pursuant to Section 4, or
who receives Employer Contributions or Matching Contributions pursuant to
subsection 4.3 or 4.4. A Participant shall cease being a Participant in
accordance with subsection 3.2 herein.

     2.24 PARTICIPANT DEFERRALS

          "Participant Deferrals" means all amounts deferred by a Participant
under this Plan, including Participant Compensation Deferrals and Participant
Performance-Based Bonus Deferrals.

     2.25 PERFORMANCE-BASED BONUS

          "Performance-Based Bonus" generally means Compensation where the
amount of, or entitlement to, the compensation is contingent on the satisfaction
of previously established


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organizational or individual performance criteria relating to a performance
period of at least 12 consecutive months in which the Eligible Individual
performs services, pursuant to rules described in Proposed Treasury Regulation
Section 1.409A-l(e).

     2.26 PERFORMANCE-BASED BONUS DEFERRALS

          "Performance-Based Bonus Deferrals" means the amounts credited to a
Participant's Compensation Deferral Account from the Participant's
Performance-Based Bonus/ pursuant to the Participant's election made in
accordance with subsection 4.2.

     2.27 PLAN YEAR

          "Plan Year" means each 12-month period specified in the Adoption
Agreement, on the basis of which the Plan is administered.

     2.28 RETIREMENT

          "Retirement" for purposes of this Plan means the Participant's
Termination Date, as defined in subsection 2.30, after attaining any age and/or
service minimums with respect to Retirement or Early Retirement as designated by
the Employer in the Adoption Agreement.

     2.29 SPOUSE

          "Spouse" means the person to whom a Participant is legally married
under applicable state law at the earlier of the date of the Participant's death
or the date payment of the Participant's benefits commenced and who is living on
the date of the Participant's death,

     2.30 TERMINATION DATE

          "Termination Date" means (i) with respect to an Employee Participant,
the Participant's separation from service (within the meaning of Section 409A of
the Code and the regulations, notices and other guidance thereunder, including
death or Disability) with the Employers, and any subsidiary or affiliate of the
Employers as defined in Sections 414(b) and (c) of the Code; (ii) with respect
to a Board Member Participant, the Participant's resignation or removal from the
Board (for any reason, including death or Disability); and (iii) with respect to
any Other Service Provider, the expiration of all agreements to provide services
to the Employers (for any reason, including death or Disability), as described
in Proposed Treasury Regulation Section 1.409A-1(h)(2) and any successor
guidance thereto.

     2.31 VALUATION DATE

          "Valuation Date" means the last day of each Plan Year and any other
date that the Employer, in its sole discretion, designates as a Valuation Date,
as of which the value of an Investment Fund is adjusted for notional deferrals,
contributions, distributions, gains, losses, or expenses.


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     2.32 OTHER DEFINITIONS

          Other defined terms used in the Plan shall have the meanings given
such terms elsewhere in the Plan.


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                     SECTION 3 ELIGIBILITY AND PARTICIPATION

     3.1 ELIGIBILITY

          Each Eligible Individual on the Effective Date of the Plan shall be
eligible to become a Participant by properly making a Deferral Election on a
timely basis as described in Section 4, or, if applicable and eligible as
designated by the Employer in the Adoption Agreement, by receiving a Matching
Contribution or other Employer Contribution under the Plan. Each other Eligible
Individual may become a Participant by making a Deferral Election on a timely
basis as described in Section 4 or, if applicable and eligible as designated by
the Employer in the Adoption Agreement, by receiving a Matching Contribution or
other Employer Contribution under the Plan. Each Eligible Individual's decision
to become a Participant by making a Deferral Election shall be entirely
voluntary. The Employer may require the Participant to complete any necessary
forms or other information as it deems necessary or advisable prior to
permitting the Eligible Individual to commence participation in the Plan.

     3.2 CESSATION OF PARTICIPATION

          If a Termination Date occurs with respect to a Participant, or if a
Participant otherwise ceases to be an Eligible Individual, no further
Compensation Deferrals, Performance-Based Bonus Deferrals, Matching
Contributions or other Employer Contributions shall be credited to the
Participant's Accounts after the Participant's Termination Date or date the
Participant ceases to be eligible (or as soon as administratively feasible after
the date the Participant ceases to be eligible), unless he is again determined
to be an Eligible Individual, but the balance credited to his Accounts shall
continue to be adjusted for notional investment gains and losses under the terms
of the Plan and shall be distributed to him at the time and manner set forth in
Section 9. An Employee, Board Member or Other Service Provider shall cease to be
a Participant after his Termination Date or other loss of eligibility as soon as
his entire Account balance has been distributed.

     3.3 ELIGIBILITY FOR MATCHING OR EMPLOYER CONTRIBUTIONS

          An Employee Participant who has satisfied the requirements necessary
to become an Eligible Individual with respect to Matching Contributions as
specified in the Adoption Agreement, and who has made a Compensation Deferral
election pursuant to subsection 4.1 herein or who has satisfied such other
criteria as specified in the Adoption Agreement, shall be eligible to receive
Matching Contributions described in subsection 4.3. An Employee Participant who
has satisfied the requirements necessary to become an Eligible Individual with
respect to Employer Contributions other than Matching Contributions as specified
in the Adoption Agreement, shall be eligible to receive Employer Contributions
described in subsection 4.4.


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                      SECTION 4 DEFERRALS AND CONTRIBUTIONS

     4.1 COMPENSATION DEFERRALS OTHER THAN PERFORMANCE-BASED BONUS DEFERRALS

          Each Plan Year, an Eligible Individual may elect to defer receipt of
no less than the minimum and no greater than the maximum percentage or amount
selected by the Employer in the Adoption Agreement with respect to each type of
Compensation (other than Performance-Based Bonuses) earned with respect to pay
periods beginning on and after the effective date of the election; provided,
however, that Compensation earned prior to the date the Participant satisfies
the eligibility requirements of Section 3 shall not be eligible for deferral
under this Plan. Except as otherwise provided in this subsection, a
Participant's Deferral Election for a Plan Year under this subsection must be
made not later than December 31 of the preceding Plan Year (or such earlier date
as determined by the Plan Administrator) with respect to Compensation (other
than Performance-Based Bonuses) earned in pay periods beginning on or after the
following January 1 in accordance with rules established by the Administrator.

          An Employee, Board Member or Other Service Provider who first becomes
an Eligible Individual during a Plan Year (by virtue of a promotion,
Compensation increase, commencement of employment with the Employers,
commencement of Board service, execution of an agreement to provide services to
an Employer, or any other reason) shall be provided enrollment documents
(including Deferral Election forms) as soon as administratively feasible
following such initial eligibility. Such Eligible Individual must make his
Deferral Elections within 30 days after first becoming an Eligible Individual,
with respect to his Compensation (other than Performance-Based Bonuses) earned
on or after the effective date of the Deferral Election (provided, however, that
if such Eligible Individual is participating in any other account balance plan
maintained by the Employer or any member of the Employer's "controlled group"
(as defined in subsections 414(b) and (c) of the Code), such Eligible Individual
must make his Compensation Deferral Election no later than December 31 of the
preceding Plan Year (or such earlier date as determined by the Plan
Administrator), or he may not elect to make Compensation Deferrals for that
initial Plan Year). If an Eligible Individual does not elect to make
Compensation Deferrals during that initial 30-day period, he may not later elect
to make Compensation Deferrals for that year under this subsection. In the event
that an Eligible Individual first becomes eligible during a Plan Year with
respect to which Fiscal Year Compensation is payable, such Eligible Individual
must make his Fiscal Year Compensation Deferral Election on or before the end of
the fiscal year of the Employer immediately preceding the first fiscal year in
which any services are performed for which the Fiscal Year Compensation is
payable.

          An election to make Compensation Deferrals under this subsection 4.1
shall remain in effect through the last pay period commencing in the calendar
year to which the election applies (except as provided in subsection 4.5), shall
apply with respect to the applicable type of Compensation (other than
Performance-Based Bonuses) to which the Deferral Election relates earned for pay
periods commencing in the applicable calendar year to which the election
applies, and shall be irrevocable (provided, however, that a Participant making
a Deferral Election under this subsection may change his election at any time
prior to December 31 of the year preceding the year for which the Deferral
Election is applicable, subject to rules established by the Plan


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Administrator). If a Participant fails to make a Compensation Deferral election
for a given Plan Year, such Participant's Compensation Deferral Election for
that Plan Year shall be deemed to be zero; provided, however, that if the
Employer has elected in the Adoption Agreement that a Participant's Compensation
Deferral Election shall be "evergreen", then such Participant's Compensation
Deferral Election shall be deemed to be identical to the most recent applicable
Deferral Election on file with the Administrator with respect to the applicable
type of Compensation; provided, however, that no In-Service Distribution shall
be applicable to any amounts deferred in a year in which the Participant fails
to make an affirmative election, and payment of such amounts for such year shall
be made in accordance with his most recent election on file with the
Administrator (if no election is on file, then such amounts shall be paid to him
in a single lump sum).

          With respect to "401(k) Refund" and "401(k) Continuation Compensation"
deferrals, a Participant's action or inaction under the 401(k) Plan, including
an adjustment to a deferral election under such qualified plan, will not be
treated as either a deferral election or an acceleration of a payment under this
Plan, provided that for any given calendar year, the Participant's actions or
inactions under the 401(k) Plan do not result in an increase in the amounts
deferred under all nonqualified deferred compensation plans in which the
Participant participates in excess of the limit with respect to elective
deferrals under 402(g) in effect for the calendar year in which such actions or
inactions occur.

          Compensation Deferrals shall be credited to the Participant's
Compensation Deferral Account as soon as administratively feasible after such
amounts would have been payable to the Participant.

     4.2 PERFORMANCE-BASED BONUS DEFERRALS

          Each Plan Year, an Eligible Individual may elect to defer receipt of
no less than the minimum and no greater than the maximum percentage or amount
selected by the Employer in the Adoption Agreement with respect to
Performance-Based Bonuses earned with respect to the performance period for
which the Performance-Based Bonus is earned; provided, however, that the
Eligible Individual performed services continuously from a date no later than
the date upon which the performance criteria are established through a date no
earlier than the date upon which the Eligible Individual makes a
Performance-Based Bonus Deferral Election; and further provided that in no event
may an election to defer Performance-Based Bonuses be made after such Bonuses
have become both substantially certain to be paid and readily ascertainable.
Except as otherwise provided in this subsection, a Participant's
Performance-Based Bonus Deferral Election under this subsection must be made not
later than six months (or such earlier date as determined by the Plan
Administrator) prior to the end of the performance period.

          An Employee, Board Member or Other Service Provider who first becomes
an Eligible Individual during a Plan Year (by virtue of a promotion,
Compensation increase, commencement of employment with the Employers,
commencement of Board service, execution of an agreement to provide services to
an Employer, or any other reason) shall be provided enrollment documents
(including Deferral Election forms) as soon as administratively feasible
following such initial eligibility. Such Eligible Individual must make his
Performance-Based Bonus Deferral Election


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within 30 days after first becoming an Eligible Individual (provided, however,
that if such Eligible Individual is participating in any other account balance
plan maintained by the Employer or any member of the Employer's "controlled
group" (as defined in subsections 414(b) and (c) of the Code), such Eligible
Individual must make his Performance-Based Bonus Deferral Election no later than
six months (or such earlier date as determined by the Plan Administrator) prior
to the end of the performance period, or he may not elect to make
Performance-Based Bonus Deferrals for such initial Plan Year. In the case of a
Deferral Election in the first year of eligibility that is made after the
beginning of the Performance-Based Bonus performance period, the Deferral
Election will apply to the portion of the Performance-Based Bonus equal to the
total amount of the Performance-Based Bonus for the performance period
multiplied by the ratio of the number of days remaining in the performance
period after the effective date of the Deferral Election over the total number
of days in the Performance Period. If an Eligible Individual does not elect to
make a Performance-Based Bonus Deferral during that initial 30-day period, he
may not later elect to make a Performance-Based Bonus Deferral for that
performance period under this subsection.

          An election to make Performance-Based Bonus Deferrals under this
subsection 4.2 shall remain in effect through the end of the performance period
to which the election applies (except as provided in subsection 4.5), and shall
be irrevocable (provided, however, that a Participant making a Performance-Based
Bonus Deferral Election under this subsection may change his election at any
time prior to the first day of the six-month period ending on the last day of
the performance period for which the Performance-Based Bonus Deferral Election
is applicable, subject to rules established by the Plan Administrator). If a
Participant fails to make a Performance-Based Bonus Deferral Election for a
given performance period, such Participant's Performance-Based Bonus Deferral
Election for that performance period shall be deemed to be zero; provided,
however, that if the Employer has elected in the Adoption Agreement that a
Participant's Performance-Based Deferral Election shall be "evergreen", then
such Participant's Performance-Based Bonus Deferral Election shall be deemed to
be identical to the most recent applicable Performance-Based Bonus Deferral
Election on file with the Administrator; provided, however, that no In-Service
Distribution shall be applicable to any amounts deferred in a year in which the
Participant fails to make an affirmative election, and payment of such amounts
for such year shall be made in accordance with his most recent election on file
with the Administrator (if no election is on file, then such amounts shall be
paid to him in a single lump sum).

          Performance-Based Bonus Deferrals shall be credited to the
Participant's Compensation Deferral Account as soon as administratively feasible
after such amounts would have been payable to the Participant.

     4.3 MATCHING CONTRIBUTIONS

          Matching Contributions shall be determined in accordance with the
formula specified in the Adoption Agreement, and shall be credited to the
Employer Contribution Accounts of Participants who have satisfied the
eligibility requirements for Matching Contributions specified in the Adoption
Agreement. Matching Contributions under this Plan shall be credited to such


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Participants' Employer Contribution Accounts as soon as administratively
feasible after the Applicable Period selected in the Adoption Agreement, but
only with respect to Participants eligible to receive such Matching
Contributions as described in the Adoption Agreement.

     4.4 OTHER EMPLOYER CONTRIBUTIONS

          Employer Contributions other than Matching Contributions shall be
determined in accordance with the formula specified in the Adoption Agreement,
and shall be credited to the Employer Contribution Accounts of Participants who
have satisfied the eligibility requirements for Employer Contributions specified
in the Adoption Agreement. Employer Contributions under this Plan shall be
credited to such Participants' Employer Contributions Accounts as soon as
administratively feasible after the Applicable Period selected in the Adoption
Agreement, but only with respect to Participants eligible to receive such
Employer Contributions as described in the Adoption Agreement.

     4.5 NO ELECTION CHANGES DURING PLAN YEAR

          A Participant shall not be permitted to change or revoke his Deferral
Elections (except as otherwise described in subsections 4.1 and 4.2), except
that, if a Participant's status changes such that he becomes ineligible for the
Plan, the Participant's Deferrals under the Plan shall cease as described in
subsection 3.2. Notwithstanding the foregoing, in the event the Employer
maintains a qualified plan designed to comply with the requirements of Code
Section 401(k) that requires the cessation of all deferrals in the event of a
hardship withdrawal under such plan, the Participant's Deferrals under this Plan
shall cease as soon as administratively feasible upon notification to the
Administrator that the participant has taken such a hardship withdrawal.
Notwithstanding the foregoing, if the Employer has elected in the Adoption
Agreement to permit Unforeseeable Emergency Withdrawals pursuant to subsection
9.8, the Participant's Deferrals under this Plan shall cease as soon as
administratively feasible upon approval by the Administrator of a Participant's
properly submitted request for an Unforeseeable Emergency Withdrawal under
subsection 9.8.

     4.6 CREDITING OF DEFERRALS

          The amount of deferrals pursuant to subsections 4.1 and 4.2 shall be
credited to the Participant's Accounts as of a date not later than 15 business
days after the date on which the amount (but for the deferral) otherwise would
have been paid to the Participant, or such later date as determined to be
administratively feasible by the Plan Administrator.

     4.7 REDUCTION OF DEFERRALS OR CONTRIBUTIONS

          Any Participant Deferrals or Employer Contributions to be credited to
a Participant's Account under this Section may be reduced by an amount equal to
the Federal or state income, payroll, or other taxes required to be withheld on
such deferrals or contributions or to satisfy any necessary employee welfare
plan contributions. A Participant shall be entitled only to the net amount of
such deferral or contribution (as adjusted from time to time pursuant to the
terms of the Plan). The Administrator may limit a Participant's Deferral
Election if, as a result of any


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election, a Participant's Compensation from the Employer would be insufficient
to cover taxes, withholding, and other required deductions applicable to the
Participant.


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                         SECTION 5 NOTIONAL INVESTMENTS

     5.1 INVESTMENT FUNDS

          The Employer may designate, in its discretion, one or more Investment
Funds for the notional investment of Participants' Accounts. The Employer, in
its discretion, may from time to time establish new Investment Funds or
eliminate existing Investment Funds. The Investment Funds are for recordkeeping
purposes only and do not allow Participants to direct any Employer assets
(including, if applicable, the assets of any trust related to the Plan). Each
Participant's Accounts shall be adjusted pursuant to the Participant's notional
investment elections made in accordance with this Section 5, except as otherwise
determined by the Employer or Administrator in their sole discretion.

     5.2 INVESTMENT FUND ELECTIONS

          The Employer shall have full discretion in the direction of notional
investments of Participants' Accounts under the Plan; provided, however, that if
the Employer so elects in the Adoption Agreement, each Participant may elect
from among the Investment Funds for the notional investment of such of his
Accounts as are permitted under the Adoption Agreement from time to time in
accordance with procedures established by the Employer. The Administrator, in
its discretion, may adopt (and may modify from time to time) such rules and
procedures as it deems necessary or appropriate to implement the notional
investment of the Participant's Accounts. Such procedures may differ among
Participants or classes of Participants, as determined by the Employer or the
Administrator in its discretion. The Employer or Administrator may limit, delay
or restrict the notional investment of certain Participants' Accounts, or
restrict allocation or reallocation into specified notional investment options,
in accordance with rules established in order to comply with Employer policy and
applicable law, to minimize regulated filings and disclosures, or under any
other circumstances in the discretion of the Employer. Any deferred amounts
subject to a Participant's investment election that must be so limited, delayed
or restricted under such circumstances may be notionally invested in an
Investment Fund designated by the Administrator, or may be credited with
earnings at a rate determined by the Administrator, which rate may be zero. A
Participant's notional investment election shall remain in effect until later
changed in accordance with the rules of the Administrator. If a Participant does
not make a notional investment election, all deferrals by the Participant and
contributions on his behalf will remain uninvested until such time as the
Administrator receives proper direction, or, at the Employer's election, may be
deemed to be notionally invested in the Investment Fund designated by the
Employer for such purpose or may be credited with earnings at a rate determined
by the Administrator or Employer, which rate may be zero.

     5.3 INVESTMENT FUND TRANSFERS

          A Participant may elect that all or a part of his notional interest in
an Investment Fund shall be transferred to one or more of the other Investment
Funds. A Participant may make such notional Investment Fund transfers in
accordance with rules established from time to time by the Employer or the
Administrator, and in accordance with subsection 5.2.


                                      -15-

<PAGE>

                              SECTION 6 ACCOUNTING

     6.1 INDIVIDUAL ACCOUNTS

          Bookkeeping Accounts shall be maintained under the Plan in the name of
each Participant, as applicable, along with any subaccounts under such Accounts
deemed necessary or advisable from time to time, including a subaccount for each
Plan Year that a Participant's Deferral Election is in effect. Each such
subaccount shall reflect (i) the amount of the Participant's Deferral during
that year, any Matching Contributions or Employer Contributions credited during
that year, and the notional gains, losses, expenses, appreciation and
depreciation attributable thereto.

          Rules and procedures may be established relating to the maintenance,
adjustment, and liquidation of Participants' Accounts, the crediting of
deferrals and contributions and the notional gains, losses, expenses,
appreciation, and depreciation attributable thereto, as are considered necessary
or advisable.

     6.2 ADJUSTMENT OF ACCOUNTS

          Pursuant to rules established by the Employer, Participants' Accounts
will be adjusted on each Valuation Date, except as provided in Section 9, to
reflect the notional value of the various Investment Funds as of such date,
including adjustments to reflect any deferrals and contributions, notional
transfers between Investment Funds, and notional gains, losses, expenses,
appreciation, or depreciation with respect to such Accounts since the previous
Valuation Date. The "value" of an Investment Fund at any Valuation Date may be
based on the fair market value of the Investment Fund, as determined by the
Administrator in its sole discretion.

     6.3 ACCOUNTING METHODS

          The accounting methods or formulae to be used under the Plan for
purposes of monitoring Participants' Accounts, including the calculation and
crediting of notional gains, losses, expenses, appreciation, or depreciation,
shall be determined by the Administrator in its sole discretion. The accounting
methods or formulae selected by the Administrator may be revised from time to
time.

     6.4 STATEMENT OF ACCOUNT

          At such times and in such manner as determined by the Administrator,
but at least annually, each Participant will be furnished with a statement
reflecting the condition of his Accounts.


                                      -16-

<PAGE>

                                SECTION 7 VESTING

          A Participant shall be fully vested at all times in his Compensation
Deferral Account (if applicable). A Participant shall be vested in his Matching
Contributions and/or Employer Contributions (if applicable), in accordance with
the vesting schedule elected by the Employer under the Adoption Agreement.
Vesting Years of Service shall be determined in accordance with the election
made by the Employer in the Adoption Agreement. Amounts in a Participant's
Accounts that are not vested upon the Participant's Termination Date
("forfeitures") shall be returned to the Employer.

          If a Participant has a Termination Date with the Employer as a result
of the Participant's Misconduct (as defined by the Employer in the Adoption
Agreement), or if the Participant engages in Competition with the Employer (as
defined by the Employer in the Adoption Agreement), and the Employer has so
elected in the Adoption Agreement, the Participant shall forfeit all amounts
allocated to his or her Matching Contribution Account and/or Employer
Contribution Accounts (if applicable). Such forfeitures shall be returned to the
Employer.

          Neither the Administrator nor the Employers in any way guarantee the
Participant's Account balance from loss or depreciation. Notwithstanding any
provision of the Plan to the contrary, the Participant's Account balance is
subject to Section 8.


                                      -17-

<PAGE>

                                SECTION 8 FUNDING

          No Participant or other person shall acquire by reason of the Plan any
right in or title to any assets, funds, or property of the Employers whatsoever,
including, without limiting the generality of the foregoing, any specific funds,
assets, or other property of the Employers. Benefits under the Plan are unfunded
and unsecured. A Participant shall have only an unfunded, unsecured right to the
amounts, if any, payable hereunder to that Participant. The Employers'
obligations under this Plan are not secured or funded in any manner, even if the
Employer elects to establish a trust with respect to the Plan. Even though
benefits provided under the Plan are not funded, the Employer may establish a
trust to assist in the payment of benefits. All investments under this Plan are
notional and do not obligate the Employers (or their delegates) to invest the
assets of the Employers or of any such trust in a similar manner.


                                      -18-

<PAGE>

                       SECTION 9 DISTRIBUTION OF ACCOUNTS

     9.1 DISTRIBUTION OF ACCOUNTS

          With respect to any Participant who has a Termination Date that
precedes his Retirement date, an amount equal to the Participant's vested
Account balances shall be distributed to the Participant (or, in the case of the
Participant's death, to the Participant's Beneficiary), in the form of a single
lump sum payment, or, if subsection 9.2 applies, in the form of installment
payments as designated by the Employer in the Adoption Agreement. Subject to
subsection 9.3 hereof, distribution of a Participant's Accounts shall be made or
commence by the end of the calendar year in which occurs the Participant's
Termination Date, or such earlier date as shall be administratively feasible for
the Administrator to make such payment. Notwithstanding any provision of the
Plan to the contrary, for purposes of this subsection, a Participant's Accounts
shall be valued as of a Valuation Date as soon as administratively feasible
preceding the date such distribution is made, in accordance with rules
established by the Administrator.

          Notwithstanding the foregoing, to the extent designated by the
Employer in the Adoption Agreement, a Participant may elect, in accordance with
this subsection, a distribution date for his Compensation Deferral Accounts that
is prior to his Termination Date (an "In-Service Distribution"). A Participant's
election of an In-Service Distribution date must: (i) be made at the time of his
Deferral Election for a Plan Year; and (ii) apply only to amounts deferred
pursuant to that election, and any earnings, gains, losses, appreciation, and
depreciation credited thereto or debited therefrom with respect to such amounts.
To the extent permitted by the Employer, a Participant may elect an In-Service
Distribution date with respect to Performance-Based Bonus Deferrals that is
separate from an In-Service Distribution date with respect to Compensation
Deferrals other than Performance-Based Bonus Deferrals for the same year,
provided that the applicable In-Service Distribution date may not be earlier
than the number of years designated by the Employer in the Adoption Agreement
following the year in which the applicable Compensation would have been paid
absent the deferral, or as further determined or limited in accordance with
rules established by the Administrator. Payments made pursuant to an In-Service
Distribution election shall be made in a lump sum as soon as administratively
feasible following January 1 of the calendar year in which the payment was
elected to be made, but in no event later than the end of the calendar year in
which the payment was elected to be made, or such later date as shall be
administratively feasible for the Administrator to make such payment. For
purposes of such payment, the value of the Participant's Accounts for the
applicable Plan Year shall be determined as of a Valuation Date preceding the
date that such distribution is made, in accordance with rules established by the
Administrator. In the event a Participant's Termination Date occurs (or, if
elected by the Employer in the Adoption Agreement, in the event of a Change in
Control of the Employer occurs) prior to the date the Participant had previously
elected to have an In-Service Distribution payment made to him, such amount
shall be paid to the Participant under the rules applicable for payment on
Termination of Employment in accordance with this subsection 9.1 and subsection
9.2. No In-Service Distribution shall be applicable to any amounts deferred in a
year in which the Participant fails to make an affirmative election, and payment
of such amounts for such year shall be made in


                                      -19-

<PAGE>

accordance with his most recent election on file with the Administrator (if no
election is on file, then such amounts shall be paid to him in a single lump
sum)

          To the extent elected by the Employer in the Adoption Agreement,
Participants whose Termination Date has not yet occurred may elect to defer
payment of any In-Service Distribution, provided that such election is made in
accordance with procedures established by the Administrator, and further
provided that any such election must be made no later than 12 calendar months
prior to the originally elected In-Service Distribution Date. Participants may
elect any deferred payment date, but such date must be no fewer than five years
from the original In-Service Distribution Date.

     9.2 INSTALLMENT DISTRIBUTIONS

          To the extent elected by the Employer in the Adoption Agreement, a
Participant may elect to receive payments from his Accounts in the form of a
single lump sum, as described in Section 9.1, or in annual installments over a
period elected by the Employer in the Adoption Agreement. To the extent a
Participant fails to make an election, the Participant shall be deemed to have
elected to receive his distribution for that Plan Year in the form of a single
lump sum. To the extent elected by the Employer in the Adoption Agreement, a
Participant may make a separate election with respect to his Performance-Based
Bonus Deferrals for each year (as adjusted for gains and losses thereon) that
provides for a different method of distribution from the method of distribution
he elects with respect to his Compensation Deferrals (as adjusted for gains and
losses thereon) for that year. The Participant's Employer Contributions Account
attributable to such year, if any (as adjusted for gains and losses thereon),
shall be distributed in the same manner as his Compensation Deferral Account for
such year.

          (a)  Installment Elections. A Participant will be required to make his
               distribution election prior to the commencement of each calendar
               year (or, in the event of an election with respect to
               Performance-Based Bonuses, prior to six months before the end of
               the applicable performance period), or such earlier date as
               determined by the Plan Administrator.

          (b)  Installment Payments. The first installment payment shall
               generally be made no later than the end of the calendar year in
               which occurs the Participant's Termination Date, or such later
               date as shall be administratively feasible for the Administrator
               to make such payment. Succeeding payments shall generally be made
               by January 1 of each succeeding calendar year, but in no event
               later than the end of each succeeding calendar year, or as soon
               as administratively feasible for the Administrator to make such
               payment. The amount to be distributed in each installment payment
               shall be determined by dividing the value of the Participant's
               Accounts as of a Valuation Date preceding the date of each
               distribution by the number of installment payments remaining to
               be made, in accordance with rules established by the
               Administrator. In the event of the death of the Participant prior
               to the full payment of his Accounts, payments will continue to be
               made to his Beneficiary in the same manner and at the same time
               as would have been payable


                                      -20-

<PAGE>

               to the Participant, but substituting the Participant's date of
               death for the Participant's Retirement Date.

          To the extent elected by the Employer in the Adoption Agreement,
Participants who have elected payment in installments may make a subsequent
election to elect payment of that amount in the form of a lump sum or to change
the number of such installment payments so long as no acceleration of
distribution payments occurs (but no fewer than the minimum number, and not to
exceed the maximum number of installments elected by the Employer in the
Adoption Agreement), if payment of installments with respect to that year's
Deferral Elections has not yet commenced. Such election must be made in
accordance with procedures established by the Administrator, and any such
election must be made no later than 12 calendar months prior to the originally
elected payment date of the first installment. The new payment date for any
installment with respect to which such election is made must be deferred for a
period of not less than five years from the date such payment would otherwise
have been made. Participants will be permitted to make such a change to the
number of installments only once with respect to any year's Deferral Elections.

     9.3 KEY EMPLOYEES

          Notwithstanding anything herein to the contrary, and subject to Code
Section 409A, payment shall not be made or commence as a result of the
Participant's Termination Date to any Participant who is a key employee (defined
below) before the date that is not less than six months after the Participant's
Termination Date. For this purpose, a key employee includes a "key employee" (as
defined in Proposed Treasury Regulation Section 1.409A-1(i)) during the entire
12-month period determined by the Administrator ending with the annual date upon
which key employees are identified by the Administrator, and also including any
Employee identified by the Administrator in good faith with respect to any
distribution as belonging to the group of identified key employees, regardless
of whether such Employee is subsequently determined by the Employer, any
governmental agency, or a court not to be a key employee. In the event amounts
are payable to a key employee in installments in accordance with subsection 9.2,
the first installment shall be delayed by six months, with all other installment
payments payable as originally scheduled.

     9.4 MANDATORY CASH-OUTS OF SMALL AMOUNTS

          If the value of a Participant's total Accounts equals $10,000 or less
at his Termination Date (or his death), or at any time thereafter, the Accounts
will be paid to the Participant (or, in the event of his death, his Beneficiary)
in a single lump sum, notwithstanding any election by the Participant otherwise.
Payments made on account of the Participant's Termination Date shall be made on
or before the earlier of (a) the last day of the Plan Year in which the
Participant's Termination Date occurs, or (b) as soon as administratively
feasible (except as otherwise provided in subsection 9.3).


                                      -21-

<PAGE>

     9.5 DESIGNATION OF BENEFICIARY

          Each Participant from time to time may designate any individual,
trust, charity or other person or persons to whom the value of the Participant's
Accounts will be paid in the event the Participant dies before receiving the
value of all of his Accounts. A Beneficiary designation must be made in the
manner required by the Administrator for this purpose. Primary and secondary
Beneficiaries are permitted. A married participant designating a Beneficiary
other than his Spouse must obtain the consent of his Spouse to such designation
(in accordance with rules determined by the Administrator). Payments to the
Participant's Beneficiary(ies) shall be made in accordance with subsection 9.1,
9.2 or 9.4, as applicable, after the Administrator has received proper
notification of the Participant's death.

          A Beneficiary designation will be effective only when the Beneficiary
designation is filed with the Administrator while the Participant is alive, and
a subsequent Beneficiary designation will cancel all of the Participant's
Beneficiary designations previously filed with the Administrator. Any
designation or revocation of a Beneficiary shall be effective as only if it is
received by the Administrator. Once received, such designation shall be
effective as of the date the designation was executed, but without prejudice to
the Administrator on account of any payment made before the change is recorded
by the Administrator. If a Beneficiary dies before payment of the Participant's
Accounts have been made, the Participant's Accounts shall be distributed in
accordance with the Participant's Beneficiary designation and pursuant to rules
established by the Administrator. If a deceased Participant failed to designate
a Beneficiary, or if the designated Beneficiary predeceases the Participant, the
value of the Participant's Accounts shall be payable to the Participant's Spouse
or, if there is none, to the Participant's estate, or in accordance with such
other equitable procedures as determined by the Administrator.

     9.6 REEMPLOYMENT

          If a former Participant is rehired by an Employer, the Employer or any
affiliate or subsidiary of the Employer described in Section 414(b) and (c) of
the Code, regardless of whether he is rehired as an Eligible Individual (with
respect to an Employee Participant), or a former Participant returns to service
as a Board member, any payments being made to such Participant hereunder by
virtue of his previous Termination Date shall cease. Upon such Participant's
subsequent Termination Date, his payments shall again commence in the form
previously elected by such Participant in accordance with this Section 9. If a
former Participant is rehired by the Employer (with respect to an Employee
Participant) or returns to service as a Board member, and in either case any
payments to be made to the Participant by virtue of his previous Termination
Date have not been made or commenced, such Participant shall no longer be
entitled to such payments until his subsequent Termination Date.

     9.7 SPECIAL DISTRIBUTION RULES

          Except as otherwise provided herein and in Section 12, Account
balances of Participants in this Plan shall not be distributed earlier than the
applicable date or dates described in this Section 9. Notwithstanding the
foregoing, in the case of payments: (i) the deduction for which would be limited
or eliminated by the application of Section 162(m) of the Code; (ii) that would


                                      -22-

<PAGE>

violate securities or other applicable laws; (iii) that would violate loan
covenants or other contractual terms to which an Employer is a party, where such
a violation would result in material harm to an Employer, deferral of such
payments may be made by the Employer at the Employer's discretion. In the case
of a payment described in (i) above, the payment must be deferred either to a
date in the first year in which the Employer or Administrator reasonably
anticipates that a payment of such amount would not result in a limitation of a
deduction with respect to the payment of such amount under Section 162(m), or
the year in which the Participant's Termination Date occurs. In the case of a
payment described in (ii) or (iii) above, payment will be made in the first
calendar year in which the Employer or Administrator reasonably anticipates that
the payment would not violate loan or other similar contractual terms, the
violation would not result in material harm to an Employer, or the payment would
not result in a violation of securities or other applicable laws. Payments
intended to pay employment taxes or payments made as a result of income
inclusion of an amount in a Participant's Accounts as a result of a failure to
satisfy Section 409A of the Code shall be permitted at the Employer or
Administrator's discretion at any time and to the extent provided in Proposed
Treasury Regulations under Section 409A of the Code and IRS Notice 2005-1,
Q&A-15, and any applicable subsequent guidance. "Employment taxes" shall include
Federal Income Contributions Act (FICA) tax imposed under Sections 3101 and
3121(v)(2) of the Code on compensation deferred under the Plan (the "FICA
Amount"), the income tax imposed under Section 3401 of the Code on the FICA
Amount, and to pay the additional income tax under Section 3401 of the Code
attributable to the pyramiding Section 3401 wages and taxes. A distribution may
be accelerated as may be necessary to comply with a certificate of divestiture
(as defined in Section 1043(b)(2) of the Code) with respect to certain conflict
of interest rules. With respect to a subchapter S corporation, a distribution
may be accelerated to avoid a nonallocation year under Code Section 409(p) with
respect to a subchapter S corporation in the discretion of the Employer or
Administrator, provided that the amount distributed does not exceed 125 percent
of the minimum amount of distribution necessary to avoid the occurrence of a
nonallocation year, in accordance with Proposed Treasury Regulation Section
1.409A-3(h)(2)(ix).

     9.8 DISTRIBUTION ON ACCOUNT OF UNFORESEEABLE EMERGENCY

          If elected by the Employer in the Adoption Agreement, if a Participant
or Beneficiary incurs a severe financial hardship of the type described below,
he may request an Unforeseeable Emergency Withdrawal, provided that the
withdrawal is necessary in light of severe financial needs of the Participant or
Beneficiary. To the extent elected by the Employer in the Adoption Agreement,
the ability to apply for an Unforeseeable Emergency Withdrawal may be restricted
to Participants whose Termination Date has not yet occurred. Such a withdrawal
shall not exceed the amount required (including anticipated taxes on the
withdrawal) to meet the severe financial need and not reasonably available from
other resources of the Participant (including reimbursement or compensation by
insurance, cessation of deferrals under this Plan, and liquidation of the
Participant's assets, to the extent liquidation itself would not cause severe
financial hardship). Each such withdrawal election shall be made at such time
and in such manner as the Administrator shall determine, and shall be effective
in accordance with such rules


                                      -23-

<PAGE>

as the Administrator shall establish and publish from time to time. Severe
financial needs are limited to amounts necessary for:

          (a)  A sudden unexpected illness or accident incurred by the
               Participant, his Spouse, or dependents (as defined in Code
               Section 152(a)).

          (b)  Uninsured casualty loss pertaining to property owned by the
               Participant.

          (c)  Other similar extraordinary and unforeseeable circumstances
               involving an uninsured loss arising from an event outside the
               control of the Participant.

Withdrawals of amounts under this subsection shall be paid to the Participant in
a lump sum as soon as administratively feasible following receipt of the
appropriate forms and information required by and acceptable to the
Administrator.

     9.9 DISTRIBUTION UPON CHANGE IN CONTROL

          In the event of the occurrence of a Change in Control of the Employer
or a member of the Employer's controlled group (as designated by the Employer in
the Adoption Agreement, and to the extent certified by the Plan Administrator
that a Change in Control has occurred), distributions shall be made to
Participants to the extent elected by the Employer in the Adoption Agreement, in
the form elected by the Participants as if a Termination Date had occurred with
respect to each Participant, or as otherwise specified by the Employer in the
Adoption Agreement. The Change in Control shall relate to: (i) the corporation
for whom the Participant is performing services at the time of the Change in
Control event; (ii) the corporation that is liable for the payment from the Plan
to the Participant (or all corporations so liable if more than one corporation
is liable); (iii) a corporation that is a majority shareholder of a corporation
described in (i) or (ii) above; or (iv) any corporation in a chain of
corporations in which each such corporation is a majority shareholder of another
corporation in the chain, ending in a corporation described in (i) or (ii)
above, as elected by the Employer in the Adoption Agreement. A "majority
shareholder" for these purposes is a shareholder owning more than 50% of the
total fair market value and total voting power of such corporation. Attribution
rules described in section 318(a) of the Code apply to determine stock
ownership. Stock underlying an option (whether vested or unvested) is considered
owned by the individual who holds the vested (or unvested) option.
Notwithstanding the foregoing, if a vested option is exercisable for stock that
is not substantially vested (as defined in section 1.83-3(b) and (j) of the
Code), the stock underlying the option is not treated as owned by the individual
who holds the option. If plan payments are made on account of a Change in
Control and are calculated by reference to the value of the Employer's stock,
such payments shall be completed not later than 5 years after the Change in
Control event. The Change in Control shall occur upon the date that: (v) a
person or "Group" (as defined in Proposed Treasury Regulation Sections
1.409A-3(g)(5)(v)(B) and (vi)(D)) acquires more than 50% of the total fair
market value or voting power of stock of the corporation designated in (i)
through (iv) above; (vi) a person or Group acquires ownership ("effective
control") of stock of the corporation with at least 35% of the total voting
power of the corporation designated in (i) through (iv) above and as further
limited by Proposed Treasury Regulation Section 1.409A-3(g)(5)(vi)); (vii) a
majority of the board of directors of the


                                      -24-

<PAGE>

corporation designated in (i) through (iv) above is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority
of the board as constituted prior to the appointment or election; or (viii) a
person or Group acquires assets from the corporation designated in (i) through
(iv) above having a total fair market value of at least 40% of the value of all
assets of the corporation immediately prior to such acquisition; as designated
by the Employer in the Adoption Agreement. For purposes of (vi) above, if any
one person, or more than one person acting as a Group, is considered to own more
than 50 percent of the total fair market value or total voting power of the
stock of a corporation, the acquisition of additional stock by the same person
or persons is not considered to cause a change in the ownership of the
corporation (or to cause a change in the effective control of the corporation
under (vi) above). An increase in the percentage of stock owned by any one
person, or persons acting as a Group, as a result of a transaction in which the
corporation acquires its stock in exchange for property will be treated as an
acquisition of stock for purposes of this subsection. For purposes of (v)
through (viii) above, a Change in Control shall be further limited in accordance
with Proposed Treasury Regulation Sections 1.409A-3(g)(5)(v), (vi) and (vii).
Distributions under this subsection shall be made as soon as administratively
feasible following such Change in Control.

     9.10 401(K) POUROVER TRANSFERS TO EMPLOYER'S 401(K) PLAN

          If the Employer has elected in the Adoption Agreement to include a
"401(k) Pourover" feature in the Plan, then, as soon as practicable for each
plan year of the Employer's qualified profit sharing plan containing a qualified
cash-or-deferred arrangement as described in Code Section 401(k) (the "401(k)
plan"), and not later than March 15 of the next calendar year, the Employer
shall perform a preliminary actual deferral percentage and actual contribution
percentage test to determine the maximum amount of elective deferrals that could
be made to the 401(k) plan for the applicable plan year, consistent with Code
Sections 402(g) and 401(k)(3), on behalf of the Participant in the 401(k) plan.
The lesser of such amount or the Participant's Compensation Deferrals hereunder
for the Plan Year will be paid to the Participant from this Plan as soon as
practicable, but in no event later than March 15 of the Plan Year following the
Plan Year for which such determination is made, unless the Participant
previously elected to have such amount contributed to the 401(k) plan as an
elective deferral to such plan. The Participant's election to have such amount
contributed to the 401(k) plan must be made at the same time as the
Participant's Deferrals under this Plan, which must in no event be later than
December 31 of the Plan Year in which the compensation to which the deferral
relates is earned (or such earlier date as determined by the Plan Administrator)
and, once made, the election shall be irrevocable.


                                      -25-

<PAGE>

                          SECTION 10 GENERAL PROVISIONS

     10.1 INTERESTS NOT TRANSFERABLE

          The interests of persons entitled to benefits under the Plan are not
subject to their debts or other obligations and, except as may be required by
the tax withholding provisions of the Code or any state's income tax act, may
not be voluntarily or involuntarily sold, transferred, alienated, assigned, or
encumbered; provided, however, that a Participant's interest in the Plan may be
transferable pursuant to a qualified domestic relations order, as defined in
Section 414(p) of the Code to the extent designated by the Employer in the
Adoption Agreement.

     10.2 EMPLOYMENT RIGHTS

          The Plan does not constitute a contract of employment, and
participation in the Plan shall not give any Employee the right to be retained
in the employ of an Employer, nor any right or claim to any benefit under the
Plan, unless such right or claim has specifically accrued under the terms of the
Plan. The Employers expressly reserve the right to discharge any Employee at any
time.

     10.3 LITIGATION BY PARTICIPANTS OR OTHER PERSONS

          If a legal action begun against the Administrator (or any member or
former member thereof), an Employer, or any person or persons to whom an
Employer or the Administrator has delegated all or part of its duties hereunder,
by or on behalf of any person results adversely to that person, or if a legal
action arises because of conflicting claims to a Participant's or other person's
benefits, the cost to the Administrator (or any member or former member
thereof), the Employers or any person or persons to whom the Employer or the
Administrator has delegated all or part of its duties hereunder of defending the
action shall be charged to the extent permitted by law to the sums, if any,
which were involved in the action or were payable to the Participant or other
person concerned.

     10.4 INDEMNIFICATION

          To the extent permitted by law, the Employer shall indemnify each
member of the Administrator committee, and any other employee or member of the
Board with duties under the Plan, against losses and expenses (including any
amount paid in settlement) reasonably incurred by such person in connection with
any claims against such person by reason of such person's conduct in the
performance of duties under the Plan, except in relation to matters as to which
such person has acted fraudulently or in bad faith in the performance of duties.
Notwithstanding the foregoing, the Employer shall not indemnify any person for
any expense incurred through any settlement or compromise of any action unless
the Employer consents in writing to the settlement or compromise.


                                      -26-

<PAGE>

     10.5 EVIDENCE

          Evidence required of anyone under the Plan may be by certificate,
affidavit, document, or other information which the person acting on it
considers pertinent and reliable, and signed, made, or presented by the proper
party or parties.

     10.6 WAIVER OF NOTICE

          Any notice required under the Plan may be waived by the person
entitled to such notice.

     10.7 CONTROLLING LAW

          Except to the extent superseded by laws of the United States, the laws
of the state indicated by the Employer in the Adoption Agreement shall be
controlling in all matters relating to the Plan.

     10.8 STATUTORY REFERENCES

          Any reference in the Plan to a Code section or a section of ERISA, or
to a section of any other Federal law, shall include any comparable section or
sections of any future legislation that amends, supplements, or supersedes that
section.

     10.9 SEVERABILITY

          In case any provision of the Plan shall be held illegal or invalid for
any reason, such illegality or invalidity shall not affect the remaining
provisions of the Plan, and the Plan shall be construed and enforced as if such
illegal and invalid provision had never been set forth in the Plan.

     10.10 ACTION BY THE EMPLOYER, THE EMPLOYERS OR THE ADMINISTRATOR

          Any action required or permitted to be taken by the Employer or any of
the Employers under the Plan shall be by resolution of its Board of Directors
(which term shall include any similar governing body for any Employer that is
not a corporation), by resolution or other action of a duly authorized committee
of its Board of Directors, or by action of a person or persons authorized by
resolution of its Board of Directors or such committee. Any action required or
permitted to be taken by the Administrator under the Plan shall be by resolution
or other action of the Administrator or by a person or persons duly authorized
by the Administrator.

     10.11 HEADINGS AND CAPTIONS

          The headings and captions contained in this Plan are inserted only as
a matter of convenience and for reference, and in no way define, limit, enlarge,
or describe the scope or intent of the Plan, nor in any way shall affect the
construction of any provision of the Plan.


                                      -27-

<PAGE>

     10.12 GENDER AND NUMBER

          Where the context permits, words in the masculine gender shall include
the feminine and neuter genders, the singular shall include the plural, and the
plural shall include the singular.

     10.13 EXAMINATION OF DOCUMENTS

          Copies of the Plan and any amendments thereto are on file at the
office of the Employer where they may be examined by any Participant or other
person entitled to benefits under the Plan during normal business hours.

     10.14 ELECTIONS

          Each election or request required or permitted to be made by a
Participant (or a Participant's Spouse or Beneficiary) shall be made in
accordance with the rules and procedures established by the Employer or
Administrator and shall be effective as determined by the Administrator. The
Administrator's rules and procedures may address, among other things, the method
and timing of any elections or requests required or permitted to be made by a
Participant (or a Participant's Spouse or Beneficiary).

     10.15 MANNER OF DELIVERY

          Each notice or statement provided to a Participant shall be delivered
in any manner established by the Administrator and in accordance with applicable
law, including, but not limited to, electronic delivery.

     10.16 FACILITY OF PAYMENT

          When a person entitled to benefits under the Plan is a minor, under
legal disability, or is in any way incapacitated so as to be unable to manage
his financial affairs, the Administrator may cause the benefits to be paid to
such person's guardian or legal representative. If no guardian or legal
representative has been appointed, or if the Administrator so determines in its
sole discretion, payment may be made to any person as custodian for such
individual under any applicable state law, or to the legal representative of
such person for such person's benefit, or the Administrator may direct the
application of such benefits for the benefit of such person. Any payment made in
accordance with the preceding sentence shall be a full and complete discharge of
any liability for such payment under the Plan.

     10.17 MISSING PERSONS

          The Employers and the Administrator shall not be required to search
for or locate a Participant, Spouse, or Beneficiary. Each Participant, Spouse,
and Beneficiary must file with the Administrator, from time to time, in writing
the Participant's, Spouse's, or Beneficiary's post office address and each
change of post office address. Any communication, statement, or notice addressed
to a Participant, Spouse, or Beneficiary at the last post office address filed
with the Administrator, or if no address is filed with the Administrator, then
in the case of a Participant, at


                                      -28-

<PAGE>

the Participant's last post office address as shown on the Employer's records,
shall be considered a notification for purposes of the Plan and shall be binding
on the Participant and the Participant's Spouse and Beneficiary for all purposes
of the Plan.

          If the Administrator is unable to locate the Participant, Spouse, or
Beneficiary to whom a Participant's Accounts are payable, the Participant's
Accounts shall be frozen as of the date on which distribution would have been
completed under the terms of the Plan, and no further notional investment
returns shall be credited thereto.

          If a Participant whose Accounts were frozen (or his Beneficiary) files
a claim for distribution of the Accounts within 7 years after the date the
Accounts are frozen, and if the Administrator or Employer determines that such
claim is valid, then the frozen balance shall be paid by the Employer to the
Participant or Beneficiary in a lump sum cash payment as soon as practicable
thereafter. If the Administrator notifies a Participant, Spouse, or Beneficiary
of the provisions of this Subsection, and the Participant, Spouse, or
Beneficiary fails to claim the Participant's, Spouse's, or Beneficiary's
benefits or make such person's whereabouts known to the Administrator within 7
years after the date the Accounts are frozen, the benefits of the Participant,
Spouse, or Beneficiary may be disposed of, to the extent permitted by applicable
law, by one or more of the following methods:

          (a)  By retaining such benefits in the Plan.

          (b)  By paying such benefits to a court of competent jurisdiction for
               judicial determination of the right thereto.

          (c)  By forfeiting such benefits in accordance with procedures
               established by the Administrator. If a Participant, Spouse, or
               Beneficiary is subsequently located, such benefits shall be
               restored (without adjustment) to the Participant, Spouse, or
               Beneficiary under the Plan.

          (d)  By any equitable manner permitted by law under rules adopted by
               the Administrator.

     10.18 RECOVERY OF BENEFITS

          In the event a Participant, Spouse, or Beneficiary receives a benefit
payment from the Plan that is in excess of the benefit payment that should have
been made to such Participant, Spouse, or Beneficiary, or in the event a person
other than a Participant, Spouse, or Beneficiary receives an erroneous payment
from the Plan, the Administrator or Employer shall have the right, on behalf of
the Plan, to recover the amount of the excess or erroneous payment from the
recipient. To the extent permitted under applicable law, the Administrator or
Employer may, at its option, deduct the amount of such excess or erroneous
payment from any future benefits payable to the applicable Participant, Spouse,
or Beneficiary.


                                      -29-

<PAGE>

     10.19 EFFECT ON OTHER BENEFITS

          Except as otherwise specifically provided under the terms of any other
employee benefit plan of the Employer, a Participant's participation in this
Plan shall not affect the benefits provided under such other employee benefit
plan.

     10.20 TAX AND LEGAL EFFECTS

          The Employers, the Administrator, and their representatives and
delegates do not in any way guarantee the tax treatment of benefits for any
Participant, Spouse, or Beneficiary, and the Employers, the Administrator, and
their representatives and delegates do not in any way guarantee or assume any
responsibility or liability for the legal, tax, or other implications or effects
of the Plan. In the event of any legal, tax, or other change that may affect the
Plan, the Employer may, in its sole discretion, take any actions it deems
necessary or desirable as a result of such change.


                                      -30-

<PAGE>

                          SECTION 11 THE ADMINISTRATOR

     11.1 INFORMATION REQUIRED BY ADMINISTRATOR

          Each person entitled to benefits under the Plan must file with the
Administrator from time to time in writing such person's mailing address and
each change of mailing address. Any communication, statement, or notice
addressed to any person at the last address filed with the Administrator will be
binding upon such person for all purposes of the Plan. Each person entitled to
benefits under the Plan also shall furnish the Administrator with such
documents, evidence, data, or information as the Administrator considers
necessary or desirable for the purposes of administering the Plan. The Employers
shall furnish the Administrator with such data and information as the
Administrator may deem necessary or desirable in order to administer the Plan.
The records of the Employers as to an Employee's or Participant's period of
employment or membership on the Board, termination of employment or membership
and the reason therefor, leave of absence, reemployment, and Compensation will
be conclusive on all persons unless determined to the Administrator's or
Employer's satisfaction to be incorrect.

     11.2 UNIFORM APPLICATION OF RULES

          The Administrator shall administer the Plan on a reasonable basis. Any
rules, procedures, or regulations established by the Administrator shall be
applied uniformly to all persons similarly situated.

     11.3 REVIEW OF BENEFIT DETERMINATIONS

          Benefits will be paid to Participants and their beneficiaries without
the necessity of formal claims. Participants or their beneficiaries, however,
may make a written request to the Plan Administrator for any Plan benefits to
which they may be entitled. Participants' written request for Plan benefits
will be considered a claim for Plan benefits, and will be subject to a full and
fair review. If the claim is wholly or partially denied, the Plan Administrator
will furnish the claimant with a written notice of this denial. This written
notice will be provided to the claimant within 90 days after the receipt of the
claim by the Plan Administrator. If notice of the denial of a claim is not
furnished to the claimant in accordance with the above within 90 days, the claim
will be deemed denied. The claimant will then be permitted to proceed to the
review stage described in the following paragraphs.

          Upon the denial of the claim for benefits, the claimant may file a
claim for review, in writing, with the Plan Administrator. The claim for review
must be filed no later than 60 days after the claimant has received written
notification of the denial of the claim for benefits or, if no written denial of
the claim was provided, no later than 60 days after the deemed denial of the
claim. The claimant may review all pertinent documents relating to the denial of
the claim and submit any issues and comments, in writing, to the Plan
Administrator. If the claim is denied, the Plan Administrator must provide the
claimant with written notice of this denial within 60 days after the Plan
Administrator's receipt of the claimant's written claim for review. The Plan
Administrator's decision on the claim for review will be communicated to the
claimant in writing and will include specific references to the pertinent Plan
provisions on which the decision was


                                      -31-

<PAGE>

based. If the Plan Administrator's decision on review is not furnished to the
claimant within the time limitations described above, the claim will be deemed
denied on review. If the claim for Plan benefits is finally denied by the Plan
Administrator (or deemed denied), then the claimant may bring suit in federal
court. The claimant may not commence a suit in a court of law or equity for
benefits under the Plan until the Plan's claim process and appeal rights have
been exhausted and the Plan benefits requested in that appeal have been denied
in whole or in part. However, the claimant may only bring a suit in court if it
is filed within 90 days after the date of the final denial of the claim by the
Plan Administrator.

     11.4 ADMINISTRATOR'S DECISION FINAL

          Benefits under the Plan will be paid only if the Administrator decides
in its sole discretion that a Participant or Beneficiary (or other claimant) is
entitled to them. Subject to applicable law, any interpretation of the
provisions of the Plan and any decisions on any matter within the discretion of
the Administrator made by the Administrator or its delegate in good faith shall
be binding on all persons. A misstatement or other mistake of fact shall be
corrected when it becomes known and the Administrator shall make such adjustment
on account thereof as it considers equitable and practicable.


                                      -32-

<PAGE>

                      SECTION 12 AMENDMENT AND TERMINATION

          While the Employer expects and intends to continue the Plan, the
Employer and the Administrator reserve the right to amend the Plan at any time
and for any reason, including the right to amend this Section 12 and the Plan
termination rules herein; provided, however, that each Participant will be
entitled to the amount credited to his Accounts immediately prior to such
amendment. The Employer's power to amend the Plan includes (without limitation)
the power to change the Plan provisions regarding eligibility, contributions,
notional investments, vesting, and distribution forms, and timing of payments,
including changes applicable to benefits accrued prior to the effective date of
any such amendment; provided, however, that amendments to the Plan (other than
amendments relating to Plan termination) shall not cause the Plan to provide for
acceleration of distributions in violation of Section 409A of the Code and
applicable regulations thereunder.

          The Employer reserves the right to terminate the Plan at any time and
for any reason; provided, however, that each Participant will be entitled to the
amount credited to his Accounts immediately prior to such termination (but such
Accounts shall not be adjusted for future notional income, losses, expenses,
appreciation and depreciation).

          In the event that the Plan is terminated pursuant to this Section 12,
the balances in affected Participants' Accounts shall be distributed at the time
and in the manner set forth in Section 9. Notwithstanding the foregoing, the
Employer and the Administrator reserve the right to make all such distributions
within the second twelve-month period commencing with the date of termination of
the Plan; provided, however, that no such distribution will be made during the
first twelve-month period following such date of Plan termination other than
those that would otherwise be payable under Section 9 absent the termination of
the Plan. In the event of a Plan termination due to a Change in Control of the
Employer, distributions shall be made within 12 months of the date of the Change
in Control.


                                      -33-