exv10w10



 















MERCER INSURANCE GROUP, INC.

401(k) MIRROR PLAN




Plan Document









©
2003 Executive Benefit Services, Inc.

4140 ParkLake Avenue, Suite 500

Raleigh, NC 27612


 









 










MERCER INSURANCE, GROUP, INC.

401(k) MIRROR PLAN




TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	Section 1.
	 	Purpose:

	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	Section 2.
	 	Definitions:

	 	 	1	 
	 	2.1	 	 	“Accrued Benefit”

	 	 	1	 
	 	2.2	 	 	“Active Participant” ,

	 	 	1	 
	 	2.3	 	 	“Adoption Agreement”

	 	 	2	 
	 	2.4	 	 	“Beneficiary”

	 	 	2	 
	 	2.5	 	 	“Board”

	 	 	2	 
	 	2.6	 	 	“Committee”

	 	 	2	 
	 	2.7	 	 	“Compensation”

	 	 	2	 
	 	2.8	 	 	“Crediting Date”

	 	 	2	 
	 	2.9	 	 	“Deferred Compensation Account”

	 	 	2	 
	 	2.10	 	 	“Disability”

	 	 	2	 
	 	2.11	 	 	“Education Account”

	 	 	3	 
	 	2.12	 	 	“Education Subaccount”

	 	 	3	 
	 	2.13	 	 	“Education Recipient”

	 	 	3	 
	 	2.14	 	 	“Effective Date”

	 	 	3	 
	 	2.15	 	 	“Employee”

	 	 	3	 
	 	2.16	 	 	“Employer”

	 	 	4	 
	 	2.17	 	 	“Employer Credits”

	 	 	4	 
	 	2.18	 	 	“Independent Contractor”

	 	 	4	 
	 	2.19	 	 	“In-Service Account”

	 	 	4	 
	 	2.20	 	 	“Normal Retirement Date”

	 	 	4	 
	 	2.21	 	 	“Participant”

	 	 	5	 
	 	2.22	 	 	“Participating Employer”

	 	 	5	 
	 	2.23	 	 	“Plan”

	 	 	5	 
	 	2.24	 	 	“Plan Administrator”

	 	 	5	 
	 	2.25	 	 	“Plan Year”

	 	 	5	 
	 	2.26	 	 	“Qualifying Distribution Event”

	 	 	5	 
	 	2.27	 	 	“Retire” or “Retirement”

	 	 	5	 
	 	2.28	 	 	“Retirement Account”

	 	 	5	 
	 	2.29	 	 	“Salary Deferral Agreement”

	 	 	6	 
	 	2.30	 	 	“Salary Deferral Credits”

	 	 	6	 
	 	2.31	 	 	“Service”

	 	 	6	 
	 	2.32	 	 	“Sponsor”

	 	 	6	 
	 	2.33	 	 	“Spouse” or “Surviving Spouse”

	 	 	6	 
	 	2.34	 	 	“Trust”

	 	 	6	 
	 	2.35	 	 	“Trustee”

	 	 	6	 
	 	2.36	 	 	“Years of Service”

	 	 	6	 






i









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	Section 3
	 	Participation:

	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	Section 4.
	 	Credits to Deferred Compensation Account:

	 	 	7	 
	 	4.1	 	 	Salary Deferral Credits

	 	 	7	 
	 	4.2	 	 	Employer Credits

	 	 	8	 
	 	4.3	 	 	Deferred Compensation Account

	 	 	8	 
	 	 	 	 	 
	 	 	 	 
	Section 5.
	 	Qualifying Distribution Events:

	 	 	8	 
	 	5.1	 	 	Death of a Participant

	 	 	8	 
	 	5.2	 	 	Disability of a Participant

	 	 	9	 
	 	5.3	 	 	Termination of Service

	 	 	9	 
	 	5.4	 	 	Retirement

	 	 	9	 
	 	 	 	 	 
	 	 	 	 
	Section 6.
	 	Distributions While in Service:

	 	 	9	 
	 	6.1	 	 	In-Service Withdrawals

	 	 	9	 
	 	6.2	 	 	Financial Hardship Withdrawals

	 	 	10	 
	 	6.3	 	 	“Haircut” Withdrawals

	 	 	11	 
	 	6.4	 	 	Education Withdrawals

	 	 	11	 
	 	 	 	 	 
	 	 	 	 
	Section 7.
	 	Qualifying Distribution Events Payment Options:

	 	 	12	 
	 	7.1	 	 	Payment Options

	 	 	12	 
	 	7.2	 	 	Prepayment

	 	 	13	 
	 	 	 	 	 
	 	 	 	 
	Section 8.
	 	Vesting:

	 	 	13	 
	 	 	 	 	 
	 	 	 	 
	Section 9.
	 	Accounts; Deemed Investment; Adjustments to
Account:

	 	 	14	 
	 	9.1	 	 	Accounts

	 	 	14	 
	 	9.2	 	 	Deemed Investments

	 	 	14	 
	 	9.3	 	 	Adjustments to Deferred Compensation Account

	 	 	14	 
	 	 	 	 	 
	 	 	 	 
	Section 10.
	 	Benefit Exchange:

	 	 	15	 
	 	 	 	 	 
	 	 	 	 
	Section 11
	 	Transfer to Qualified Plan:

	 	 	15	 
	 	11.1	 	 	Maximize Qualified Plan Deferrals

	 	 	15	 
	 	11.2	 	 	Maximize Qualified Plan Match

	 	 	16	 
	 	11.3	 	 	Transfer Deferral to Qualified Plan

	 	 	16	 
	 	11.4	 	 	Credit Match to Qualified Plan

	 	 	16	 
	 	11.5	 	 	Compliance with Qualified Plan

	 	 	17	 
	 	 	 	 	 
	 	 	 	 
	Section 12.
	 	Administration by Committee:

	 	 	17	 
	 	12.1	 	 	Membership of Committee

	 	 	17	 
	 	12.2	 	 	Committee Officers; Subcommittee

	 	 	17	 
	 	12.3	 	 	Committee Meetings

	 	 	17	 
	 	12.4	 	 	Transaction of Business

	 	 	18	 
	 	12.5	 	 	Committee Records

	 	 	18	 
	 	12.6	 	 	Establishment of Rules

	 	 	18	 
	 	12.7	 	 	Conflicts of Interest

	 	 	18	 






ii









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	12.8	 	 	Correction of Errors

	 	 	18	 
	 	12.9	 	 	Authority to Interpret Plan

	 	 	19	 
	 	12.10	 	 	Third Party Advisors

	 	 	19	 
	 	12.11	 	 	Compensation of Members

	 	 	19	 
	 	12.12	 	 	Expense Reimbursement

	 	 	19	 
	 	12.13	 	 	Indemnification

	 	 	19	 
	 	 	 	 	 
	 	 	 	 
	Section 13
	 	Contractual Liability; Trust:

	 	 	20	 
	 	13.1	 	 	Contractual Liability

	 	 	20	 
	 	13.2	 	 	Trust

	 	 	20	 
	 	 	 	 	 
	 	 	 	 
	Section 14
	 	Allocation of Responsibilities:

	 	 	21	 
	 	14.1	 	 	Board

	 	 	21	 
	 	14.2	 	 	Committee

	 	 	21	 
	 	14.3	 	 	Plan Administrator

	 	 	21	 
	 	 	 	 	 
	 	 	 	 
	Section 15
	 	Benefits Not Assignable; Facility of Payments:

	 	 	21	 
	 	15.1	 	 	Benefits not Assignable

	 	 	21	 
	 	15.2	 	 	Payments to Minors and Others

	 	 	22	 
	 	 	 	 	 
	 	 	 	 
	Section 16.
	 	Beneficiary:

	 	 	22	 
	 	 	 	 	 
	 	 	 	 
	Section 17.
	 	Amendment and Termination of Plan:

	 	 	23	 
	 	 	 	 	 
	 	 	 	 
	Section 18.
	 	Communication to Participants:

	 	 	23	 
	 	 	 	 	 
	 	 	 	 
	Section 19.
	 	Claims Procedure:

	 	 	24	 
	 	19.1	 	 	Filing of a Claim for Benefits

	 	 	24	 
	 	19.2	 	 	Notification to Claimant of Decision

	 	 	24	 
	 	19.3	 	 	Procedure for Review

	 	 	25	 
	 	19.4	 	 	Decision on Review

	 	 	25	 
	 	19.5	 	 	Action by Authorized Representative of Claimant

	 	 	25	 
	 	 	 	 	 
	 	 	 	 
	Section 20.
	 	Miscellaneous Provisions:

	 	 	26	 
	 	20.1	 	 	Set off

	 	 	26	 
	 	20.2	 	 	Notices

	 	 	26	 
	 	20.3	 	 	Lost Distributees

	 	 	26	 
	 	20.4	 	 	Reliance on Data

	 	 	27	 
	 	20.5	 	 	Receipt and Release for Payments

	 	 	27	 
	 	20.6	 	 	Headings

	 	 	27	 
	 	20.7	 	 	Continuation of Employment

	 	 	27	 
	 	20.8	 	 	Merger or Consolidation; Assumption of Plan

	 	 	28	 
	 	20.9	 	 	Construction

	 	 	28	 






iii









 











MERCER INSURANCE, GROUP, INC. 
401
(k) MIRROR PLAN




          Section 1.
Purpose:




          By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein to
provide a means by which certain management Employees and Independent Contractors of the Employer
may elect to defer receipt of current Compensation from the Employer in order to provide Retirement
and other benefits on behalf of such Employees and Independent Contractors of the Employer, as
selected in the Adoption Agreement. The Plan is not intended to be a tax-qualified retirement plan
under Section 401(a) of the Internal Revenue Code (the “Code”). The Plan is intended to be an
unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for
a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and
401(a)(l) of the Employee Retirement Income Security Act of 1974 and independent contractors.




          Section 2.
Definitions:




          As used in the Plan, including this Section 2, references to one gender shall include
the other and, unless otherwise indicated by the context:




          2.1
“Accrued Benefit” means, with respect to each Participant, the balance credited to his Deferred Compensation Account.



          2.2
“Active Participant” means, with respect to any day or date, a Participant
who is in Service on such day or date; provided, that a Participant shall cease to be an Active
Participant immediately upon a determination by the Committee that the Participant has ceased
to be an Employee or Independent Contractor, or that the Participant no longer meets the
eligibility requirements of the Plan.







 









 








          2.3
“Adoption Agreement” means the written agreement pursuant to which the Employer adopts the Plan. The Adoption Agreement is a part of the Plan as applied to the
Employer.




          2.4 “Beneficiary” means the person, persons, entity or entities designated or
determined pursuant to the provisions of Section 16 of the Plan.




          2.5 “Board” means the Board of Directors of the Employer, if the Employer
is a corporation. If the Employer is not a corporation, “Board” shall mean the
Employer.




          2.6 “Committee” means the administrative committee provided for in
Section 12.




          2.7 “Compensation” shall have the meaning designated in the Adoption
Agreement.




          2.8 “Crediting Date” means the date designated in the Adoption Agreement
for crediting the amount of any Salary Deferral Credits to the
Deferred Compensation Account of a Participant. Employer Credits may be credited to the Deferred Compensation Account of a
Participant on any day that securities are traded on a national securities exchange.




          2.9 “Deferred Compensation Account” means the sum of the amounts
credited
to the Retirement Account, the In-Service Account and the Education Account of each Participant, as applicable. The Deferred Compensation Account of each Participant shall be
adjusted as provided in Section 9.




          2.10 “Disability” means disability as defined in the Adoption Agreement.




2









 








          2.11 “Education Account” means a separate account to be kept for each
Participant that can be divided into one or more Education Subaccounts as described
in Section 6.4. The Education Account shall be established, adjusted for payments,
credited with
Salary Deferral Credits, and credited or debited for deemed investment gains or
losses in the
same manner and at the same time as such adjustments are made to the Deferred
Compensation
Account under Section 9 and in accordance with the rules and elections in effect
under Section 9.




          2.12 “Education Subaccount” means the subaccount of the Education
Account which is maintained with respect to an Education Recipient. If the
Participant does not
designate more than one Education Recipient, the Education Account shall be the
Education
Subaccount with respect to such Education Recipient.




          2.13 “Education Recipient” means the individual designated by the
Participant in the Salary Deferral Agreement with respect to whom the Participant
will create an
Education Subaccount.




          2.14 “Effective Date” shall be the date designated in the Adoption Agreement
as of which the Plan first becomes effective.




          2.15 “Employee” means an individual in the Service of the Employer if the
relationship between the individual and the Employer is the legal relationship of
employer and
employee and if the individual is a highly compensated or management employee of the
Employer. An individual shall cease to be an Employee upon the Employee’s
termination of
Service.





3









 








          2.16 “Employer” means the Employer identified in the Adoption Agreement,
and any Participating Employer which adopts this Plan. The Employer may be a
corporation, a
limited liability company, a partnership or sole proprietorship. All references
herein to the
Employer shall be applied separately to each such Employer as if the Plan were solely
the Plan
of that Employer.




          2.17 “Employer Credits” means the amounts credited to the Participant’s
Retirement Account by the Employer pursuant to the provisions of Section 4.2.




          2.18 “Independent Contractor” means an individual in the Service of the
Employer if the relationship between the individual and the Employer is not the legal
relationship of employer and employee. An individual shall cease to be an
Independent
Contractor upon the termination of the Independent Contractor’s Service. An
Independent
Contractor shall include a director of the Employer who is not an Employee.




          2.19
“In-Service Account” means a separate account to be kept for each
Participant, as described in Section 6.1. The In-Service Account shall be
established, adjusted
for payments, credited with Salary Deferral Credits, and credited or debited for
deemed
investment gains or losses in the same manner and at the same time as such
adjustments are
made to the Deferred Compensation Account under Section 9 and in accordance with the
rules
and elections in effect under Section 9.





          2.20 “Normal Retirement Date” of a Participant is designated in the Adoption
Agreement. The “Retirement Date” of a Participant means the date the Participant
attains his
Retirement Age.





4









 









          2.21 “Participant” means with respect to any Plan Year an Employee or
Independent Contractor who has been designated by the Committee as a Participant and
who has
entered the Plan or who has an Accrued Benefit under the Plan.




          2.22 “Participating Employer” means any trade or business (whether or not
incorporated) which adopts this Plan with the consent of the Employer identified in
the Adoption
Agreement.




          2.23 “Plan” means The Executive Nonqualified Excess PlanTM, as herein set
out or as duly amended. The name of the Plan as applied to the Employer shall be
designated in
the Adoption Agreement.




          2.24 “Plan Administrator” means the person designated in the Adoption
Agreement. If the Plan Administrator designated in the Adoption Agreement is unable
to serve,
the Employer shall be the Plan Administrator.




          2.25 “Plan Year” means the twelve-month period ending on the last day of the
month designated in the Adoption Agreement.




          2.26 “Qualifying Distribution Event” means the Participant’s Retirement or
the termination of Participant’s Service with the Employer for any reason, including
as a result of
his death or Disability, as described in Section 5.




          2.27 “Retire” or “Retirement” means Retirement within the meaning of
Section 5.4.




          2.28 “Retirement Account” means a separate account to be kept for each
Participant, as described in Section 4.3. The Retirement Account shall be
established, adjusted
for payments, credited with Salary Deferral Credits and Employer Credits, and
credited or
debited for deemed investment gains or losses in the same manner and at the same time
as such




          
5









 








adjustments are made to the Deferred Compensation Account under Section 9 and in
accordance with the rules and elections in effect under Section 9.




          2.29 “Salary Deferral Agreement” means a written agreement entered into

between a Participant and the Employer pursuant to the provisions of Section 4.1




          2.30 “Salary Deferral Credits” means the amounts credited to the
Participant’s Deferred Compensation Account by the Employer pursuant to the
provisions of
Section 4.1.




          2.31 “Service” means employment by the Employer as an Employee. If the
Participant is an Independent Contractor, “Service” shall mean the period during
which the
contractual relationship exists between the Employer and the Participant.




          2.32 “Sponsor” means Executive Benefit Services, Inc.




          2.33 “Spouse” or “Surviving Spouse” means, except as otherwise provided in
the Plan, the legally married spouse or surviving spouse of a Participant.




          2.34 “Trust” means the trust fund established pursuant to Section 13.2, if
designated by the Employer in the Adoption Agreement.




          2.35 “Trustee” means the trustee, if any, named in the agreement establishing
the Trust and such successor or additional trustee as may be named pursuant to the
terms of the
agreement establishing the Trust.




          2.36 “Years of Service” means each Plan Year of Service completed by the
Participant. For vesting purposes, Years of Service shall be calculated from the date
designated in the Adoption Agreement.




          
6









 








          Section 3.
Participation;




          The Committee in its discretion shall designate each Employee or Independent
Contractor who is eligible to participate in the Plan. An Employee or Independent
Contractor designated by the Committee as a Participant who has not otherwise entered the
Plan shall enter the Plan and become a Participant as of the date determined by the
Committee. A Participant who separates from Service with the Employer and who later
returns to Service will not be an Active Participant under the Plan except upon
satisfaction of such terms and conditions as the Committee shall establish upon the
Participant’s return to Service, whether or not the Participant shall have an Accrued
Benefit remaining under the Plan on the date of his return to Service.




          Section 4.
Credits to Deferred Compensation Account: 




          4.1 Salary Deferral Credits. To the extent
provided in the Adoption Agreement, each Active Participant may elect, by entering into a
Salary Deferral Agreement with the Employer, to defer his Compensation from the Employer
by a dollar amount or percentage specified in the Salary Deferral Agreement. The amount
of the Participant’s Salary Deferral Credit shall be credited by the Employer to the
Deferred Compensation Account maintained for the Participant pursuant to Section 9. The
following special provisions shall apply with respect to the Salary Deferral Credits of a
Participant:





     4.1.1 The Employer shall credit to the Participant’s
Deferred Compensation Account on each Crediting Date an amount equal to the total
Salary Deferral Credit for the period ending on such Crediting Date.




     4.1.2 An election pursuant to Section 4.1 shall be made by the
Participant by executing and delivering a Salary Deferral Agreement to the
Committee. The Salary Deferral Agreement shall become effective with
respect to such Participant as of the first full payroll period commencing on or
immediately following the first day of the Plan Year which occurs after
the date
such Salary Deferral Agreement is received by the Committee; provided,
that a Participant who first becomes a Participant in the Plan during a Plan Year
may enter into a Salary Deferral Agreement to be effective as of the first
payroll period next following the date he enters the Plan. A Participant’s election shall
continue



7









 




in effect, unless earlier modified by the Participant, until the
Service of the Participant is terminated, or, if earlier, until the
Participant ceases to be an Active Participant under the Plan.





     4.1.3 A Participant may unilaterally modify a Salary Deferral Agreement
(either to increase or decrease the portion of his future Compensation
which is subject to salary deferral within the percentage limits set forth in
Section 4.1 of the Adoption Agreement) by providing a written modification of the Salary
Deferral Agreement to the Employer. The modification shall become
effective as
of the first full payroll period commencing on or immediately following
the first
day of the Plan Year which occurs after the date such written modification
is
received by the Committee. The Participant may terminate the Salary
Deferral
Agreement effective as of the date designated in the Adoption Agreement.




     4.1.4 The Committee may from time to time establish policies or rules
governing the manner in which Salary Deferral Credits may be made.



          4.2 Employer Credits. If designated by the Employer in the Adoption
Agreement, the Employer shall cause the Committee to credit to the Deferred
Compensation Account of each Active Participant an Employer Credit as determined in accordance
with the Adoption Agreement.




          4.3 Deferred Compensation Account. Unless otherwise designated by the
Participant in the Salary Deferral Agreement, all Salary Deferral Credits made
pursuant to Section 4.1 shall be credited to the Retirement Account of the Participant. All
Employer Credits made pursuant to Section 4.2 shall be made to the Retirement Account of the
Participant. The Retirement Account is a part of the Deferred Compensation Account of a Participant
and shall be distributed upon a Qualifying Distribution Event.




          Section 5.
Qualifying Distribution Events:




          5.1 Death of a Participant. If a Participant dies while in Service, the
Employer shall pay a benefit to the Participant’s Beneficiary in the amount designated
in the Adoption Agreement. Payment of such benefit shall be made by the Employer
pursuant to Section 7. If a Participant dies following his Retirement or termination of
Service for any





8









 






reason, including Disability, and before all payments to him under the Plan have
been made, the balance of the Participant’s vested Accrued Benefit shall be paid by the
Employer to the Participant’s Beneficiary pursuant to Section 7, and such balance shall
be determined as of the commencement date of the payments.




          5.2 Disability of a Participant. If a Participant suffers a Disability while in
Service prior to his Normal Retirement Date, he shall terminate Service with the
Employer as of
the date of the establishment of his Disability, whereupon he shall commence
receiving payment
of his vested Accrued Benefit, determined as of the commencement date of the
payments. Such
benefit shall be paid by the Employer as provided in Section 7.




          5.3 Termination of Service. If the Service of a Participant with the
Employer shall be terminated for any reason other than Retirement, Disability or
death, his
vested Accrued Benefit shall be paid to him by the Employer as provided in Section 7,
and such
Accrued Benefit shall be determined as of the commencement date of the payments. If
a Participant’s Accrued Benefit is not fully vested at his termination of employment,
he shall
forfeit that portion of his Accrued Benefit that is not fully vested. If he
subsequently returns to
Service with the Employer, he shall be treated as a new Participant for purposes of
determining
the vested portion of his Accrued Benefit.




          5.4 Retirement. A Participant who is in Service on or after his Normal
Retirement Date shall be eligible to Retire and commence receiving payment of his
Accrued Benefit. Payment of such benefit shall be made by the Employer pursuant to Section 7.




         
Section 6. Distributions While in Service:




          6.1 In-Service Withdrawals. If the Employer designates in the Adoption
Agreement that in-service withdrawals are permitted under the Plan, a Participant may
elect in the Salary Deferral Agreement to withdraw a designated amount from his Deferred





9









 







Compensation Account at the specified time or times designated by the Participant in the
Salary Deferral Agreement, and the Participant’s In-Service Account shall be credited
with the amount
designated for in-service withdrawals. The following special provisions shall apply with
respect to the In-Service Account:





     6.1.1 Notwithstanding any provision in this Section 6 to the contrary, if
Participant incurs a Qualifying Distribution Event prior to the date on
which the
entire balance of his In-Service Account has been distributed to him, then
the
balance in the In-Service Account on the date of the Qualifying
Distribution
Event shall be distributed to him in the same manner and at the same time
as his
Deferred Compensation Account is distributed to him under Section 7 and in
accordance with the rules and elections in effect under Section 7.




     6.1.2 If permitted by the Employer in the Adoption Agreement, a
Participant may defer the date of any withdrawal from the In-Service
Account by
giving notice of the new withdrawal date to the Committee within the time
limits
specified in the Adoption Agreement.



          6.2 Financial Hardship Withdrawals. If the Employer designates in the Adoption
Agreement that financial hardship withdrawals are permitted under the Plan, a
distribution of the Deferred Compensation Account may be made to a Participant on account
of financial hardship, subject to the following provisions:





     6.2.1 A Participant may, at any time prior to his Retirement or
termination of Service for any reason, including Disability, make
application to the Committee to receive a distribution in a lump sum of all
or a portion of the vested Accrued Benefit credited to his Deferred
Compensation Account (determined as of the date the distribution, if any, is
made under this Section 6.2) because of an unforeseeable emergency that
results in severe financial hardship to the Participant. A distribution
because of an unforeseeable emergency shall not exceed the amount required
to meet the immediate financial need created by the unforeseeable emergency
and not otherwise reasonably available from other resources of the
Participant. Examples of an unforeseeable emergency shall include but shall
not be limited to those financial needs arising on account of a sudden or
unexpected illness or accident of the Participant or of a dependent of the
Participant, loss of the Participant’s property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant.



10









 






     6.2.2 The Participant’s request for a distribution on account of
financial
hardship must be made in writing to the Committee. The request must
specify the
nature of the financial hardship, the total amount requested to be
distributed from
the Deferred Compensation Account, and the total amount of the actual
expense
incurred or to be incurred on account of financial hardship.




     6.2.3 If a distribution under this Section 6.2 is approved by the
Committee, such distribution will be made as soon as practicable
following the
date it is approved. The processing of the request shall be completed
as soon as
practicable from the date on which the Committee receives the
properly
completed written request for a distribution on account of a financial
hardship. If
a Participant’s termination of Service occurs after a request is
approved in
accordance with this Section 6.2.3, but prior to distribution of the
full amount
approved, the approval of the request shall be automatically null and
void and the
benefits which the Participant is entitled to receive under the Plan
shall be
distributed in accordance with the applicable distribution provisions
of the Plan.
Only one financial hardship distribution shall be made within any Plan
Year.




     6.2.4 The Committee may from time to time adopt additional policies or
rules governing the manner in which such distributions may be made so
that the
Plan may be conveniently administered.



          6.3 “Haircut” Withdrawals. If the Employer designates in the Adoption
Agreement that “haircut” withdrawals are permitted under the Plan, a Participant in
Service may
at his option make one or more withdrawals from his Deferred Compensation Account
by written
request to the Committee; provided, however, that a Participant who requests a
withdrawal under
this Section 6.3 shall incur a penalty (the “haircut”) equal to a percentage (not
less than 10%), as
designated by the Employer in the Adoption Agreement, of the amount withdrawn, and
this
penalty shall be forfeited from the Deferred Compensation Account of the
Participant
notwithstanding the provisions of Section 8.





          6.4 Education Withdrawals. If the Employer designates in the Adoption
Agreement that education withdrawals are permitted under the Plan, a Participant
may elect in
the Salary Deferral Agreement for a designated percentage or dollar amount of the
Salary
Deferral Credits to be credited to the Education Account of the Education Recipient
designated
by the Participant. If the Participant designates more than one Education
Recipient, the





11









 




Education Account shall be divided into Education Subaccounts for each Education
Recipient, and the Participant may designate in the Salary Deferral Agreement the
percentage or dollar amount of each Salary Deferral Credit to be credited to each
Education Subaccount. In the absence of a clear designation, all credits made to the
Education Account shall be equally allocated to each Education Subaccount. As soon as
practicable after the date designated by the Participant in the Salary Deferral Agreement,
the Employer shall pay to the Participant the balance in the Education Subaccount with
respect to such Education Recipient in the manner designated by the Participant in the
Salary Deferral Agreement and permitted by the Employer in the Adoption Agreement. The
following special provisions shall apply with respect to the Education Account:





     6.4.1 Notwithstanding any provision in this Section 6 to the contrary,
if a Participant incurs a Qualifying Distribution Event prior to the date
on which the entire balance of the Education Account has been distributed
to him, then the balance in the Education Account on the date of the
Qualifying Distribution Event shall be distributed to him in the same
manner and at the same time as his Deferred Compensation Account is
distributed to him under Section 7 and in accordance with the rules and
elections in effect under Section 7.




     6.4.2 If permitted by the Employer in the Adoption Agreement, a
Participant may defer the date of any withdrawal from the Education Account
by giving notice of the new withdrawal date to the Committee within the
time limits specified in the Adoption Agreement.




     Section 7. Qualifying Distribution Events Payment Options:



             7.1 Payment Options. The Employer shall designate in the Adoption
Agreement the payment options available upon a Qualifying Distribution Event. Upon a
Participant’s entry into the Plan, the Participant shall elect among these designated payment
options the method under which his vested Accrued Benefit or, in the event of his death, any
benefit payable as a result, will be distributed; provided, however, that if permitted by the
Employer in the Adoption Agreement, a Participant may change the method of payment by



12









 




giving notice of the new payment method to the Committee within the time limits
specified in the Adoption Agreement. In the event the Participant fails to make a valid
designation of the payment method, the distribution will be made in a single lump sum
payment. Notwithstanding any election made by the Participant, the vested Accrued Benefit
of the Participant will be distributed in a single lump sum payment if the amount of such
benefit does not exceed the dollar limit specified by the Employer in the Adoption
Agreement, if applicable.




             7.2 Prepayment. Notwithstanding any other provisions of this Plan, if a Participant or
any other person (a “recipient”) is entitled to receive payments under the Plan, the
Committee in its sole discretion may direct the Employer to prepay all or any part of the
payments remaining to be made to or on behalf of the recipient, or to shorten the payment
period. The amount of such prepayment shall be in full satisfaction of the Employer’s
obligations hereunder to the recipient and to all persons claiming under or through the
recipient with respect to the payments being prepaid. In the event of a partial
prepayment, the Committee shall designate which installments are being prepaid and, if
applicable, the accounts of the Participant from which such prepayments shall be debited.
The Committee’s determinations under this Section 7.2 shall be final and conclusive upon
all parties claiming benefits under this Plan.




     Section 8. Vesting:



             A Participant shall be fully vested in the portion of his Deferred Compensation
Account attributable to Salary Deferral Credits, and all income, gains and losses
attributable thereto. A Participant shall become fully vested in the portion of his
Deferred Compensation Account attributable to Employer Credits, and income, gains and
losses attributable thereto, in accordance with the vesting schedule and provisions
designated by the Employer in the Adoption Agreement.




13









 








             Section 9. Accounts; Deemed Investment; Adjustments to Account:



             9.1 Accounts. The Committee shall establish a book reserve account, entitled the
“Deferred Compensation Account,” on behalf of each Participant. The Committee shall also
establish a Retirement Account, In-Service Account and Education Account as a part of the
Deferred Compensation Account of each Participant, if applicable. The amount credited to
the Deferred Compensation Account shall be adjusted pursuant to the provisions of Section
9.3.



             9.2 Deemed Investments. The Deferred Compensation Account of a Participant shall be
credited with an investment return determined as if the account were invested in one or
more investment funds made available by the Committee. The Participant shall elect the
investment funds in which his Deferred Compensation Account shall be deemed to be
invested. Such election shall be made in the manner prescribed by the Committee and shall
take effect upon the entry of the Participant into the Plan. The investment election of
the Participant shall remain in effect until a new election is made by the Participant.
In the event the Participant fails for any reason to make an effective election of the
investment return to be credited to his account, the investment return shall be
determined by the Committee.



             9.3 Adjustments to Deferred Compensation Account. With respect to each Participant
who has a Deferred Compensation Account under the Plan, the amount credited to such
account shall be adjusted by the following debits and credits, at the times and in the
order stated:




     9.3.1 The Deferred Compensation Account shall be debited each business
day with the total amount of any payments made from such account since the
last preceding business day to him or for his benefit.




     9.3.2 The Deferred Compensation Account shall be credited on each
Crediting Date with the total amount of any Salary Deferral Credits and
Employer Credits to such account since the last preceding Crediting Date.



14









 






     9.3.3 The Deferred Compensation Account shall be credited or
debited on each day securities are traded on a national stock exchange with
the amount of deemed investment gain or loss resulting from the performance
of the investment funds elected by the Participant in accordance with
Section 9.2. The amount of such deemed investment gain or loss shall be
determined by the Committee and such determination shall be final and
conclusive upon all concerned.



             Section 10. Benefit Exchange:



             If elected by the Employer in the Adoption Agreement, the Employer and the
Participant may enter into an agreement under which the Participant’s vested Accrued
Benefit may be exchanged for another nonqualified benefit in accordance with rules
established by the Committee.



             Section 11. Transfer to Qualified Plan:



             If elected by the Employer in the Adoption Agreement and directed by the Participant
in the Salary Deferral Agreement, the Employer shall transfer amounts from the Deferred
Compensation Account of the Participant to the account of the Participant under a
tax-qualified retirement plan maintained by the Employer and identified in the Adoption
Agreement (the “Qualified Plan”) in accordance with the following procedures:



             11.1 Maximize Qualified Plan Deferrals. As soon as administratively feasible after
the end of each Plan Year, the Employer shall determine the amount of Salary Deferral
Credits made to the Deferred Compensation Account of the Participant for the Plan Year
(excluding the amount of deemed investment gain or loss with respect thereto) which is
eligible for transfer to the Qualified Plan. Such amount shall be determined so as to
permit the maximum allocation to the account of the Participant under the Qualified Plan
for the Plan Year without exceeding the limitations applicable to the Qualified Plan
(including by way of illustration and not limitation, the limitations under Sections
402(g) and 401(k)(3) of the Code, and any successors thereto).



15









 





             11.2 Maximize Qualified Plan Match. As soon as administratively feasible after
the end of each Plan Year, the Employer shall determine the amount of any Employer
Credits made as a matching amount to the Deferred Compensation Account of the Participant
for the Plan Year (excluding the amount of deemed investment gain or loss with respect
thereto) which is eligible for transfer to the Qualified Plan. Such amount shall be
determined so as to permit the maximum allocation to the account of the Participant under
the Qualified Plan for the Plan Year without exceeding the limitations applicable to the
Qualified Plan (including by way of illustration and not limitation, the limitation under
Section 401(m)(2) of the Code, and any successors thereto).



             11.3 Transfer Deferral to Qualified Plan. No later than two and one-half months
following the end of the Plan Year, the Employer shall debit the amount determined under
Section 11.1 from the Deferred Compensation Account of the Participant. If the
Participant has directed in the Salary Deferral Agreement that such transfer be made, the
Employer shall allocate such amount to the account of the Participant under the Qualified
Plan. If the Participant has not directed such transfer, the Employer shall distribute
such amount from the Deferred Compensation Account to the Participant.



             11.4 Credit Match to Qualified Plan. No later than two and one-half months following
the end of the Plan Year, the Employer shall debit the amount determined under Section
11.2 from the Deferred Compensation Account of the Participant. If the transfer described
in Section 11.3 is made, the Employer shall allocate the amount determined under Section
11.2 to the account of the Participant under the Qualified Plan. If such transfer is not
made and the Participant receives a distribution of the amount determined under Section
11.1, the Participant shall forfeit the amount determined under Section 11.2.



16









 





             11.5 Compliance with Qualified Plan. In its sole discretion, the Employer may
make multiple transfers or distributions under this Section 11 during the Plan Year;
provided, however, that no transfers shall be made under this Section 11 if precluded by
the terms of the Qualified Plan.



             Section 12. Administration by Committee:



             12.1 Membership of Committee. The Committee shall consist of at least three
individuals who shall be appointed by the Board to serve at the pleasure of the Board.
Any member of the Committee may resign, and his successor, if any, shall be appointed by
the Board. The Committee shall be responsible for the general administration and
interpretation of the Plan and for carrying out its provisions, except to the extent all
or any of such obligations are specifically imposed on the Board.



             12.2 Committee Officers; Subcommittee. The members of the Committee may elect
Chairman and may elect an acting Chairman. They may also elect a Secretary and may elect
an acting Secretary, either of whom may be but need not be a member of the Committee. The
Committee may appoint from its membership such subcommittees with such powers as the
Committee shall determine, and may authorize one or more of its members or any agent to
execute or deliver any instruments or to make any payment on behalf of the Committee.



             12.3 Committee Meetings. The Committee shall hold such meetings upon such notice, at
such places and at such intervals as it may from time to time determine. Notice of
meetings shall not be required if notice is waived in writing by all the members of the
Committee at the time in office, or if all such members are present at the meeting.



17









 





             12.4 Transaction of Business. A majority of the members of the Committee at the
time in office shall constitute a quorum for the transaction of business. All resolutions
or other actions taken by the Committee at any meeting shall be by vote of a majority of
those present at any such meeting and entitled to vote. Resolutions may be adopted or
other action taken without a meeting upon written consent thereto signed by all of the
members of the Committee.



             12.5 Committee Records. The Committee shall maintain full and complete records of
its deliberations and decisions. The minutes of its proceedings shall be conclusive proof
of the facts of the operation of the Plan.



             12.6 Establishment of Rules. Subject to the limitations of the Plan, the Committee
may from time to time establish rules or by-laws for the administration of the Plan and
the transaction of its business.



             12.7 Conflicts of Interest. No individual member of the Committee shall have any
right to vote or decide upon any matter relating solely to himself or to any of his
rights or benefits under the Plan (except that such member may sign unanimous written
consent to resolutions adopted or other action taken without a meeting), except relating
to the terms of his Salary Deferral Agreement.



             12.8 Correction of Errors. The Committee may correct errors and, so far as
practicable, may adjust any benefit or credit or payment accordingly. The Committee may
in its discretion waive any notice requirements in the Plan; provided, that a waiver of
notice in one or more cases shall not be deemed to constitute a waiver of notice in any
other case. With respect to any power or authority which the Committee has discretion to
exercise under the Plan, such discretion shall be exercised in a nondiscriminatory
manner.



18









 





             12.9 Authority to Interpret Plan. Subject to the claims procedure set forth in
Section 18 the Plan Administrator and the Committee shall have the duty and discretionary
authority to interpret and construe the provisions of the Plan and to decide any dispute
which may arise regarding the rights of Participants hereunder, including the
discretionary authority to construe the Plan and to make determinations as to eligibility
and benefits under the Plan. Determinations by the Plan Administrator and the Committee
shall apply uniformly to all persons similarly situated and shall be binding and
conclusive upon all interested persons.



             12.10 Third Party Advisors. The Committee may engage an attorney, accountant,
actuary or any other technical advisor on matters regarding the operation of the Plan and
to perform such other duties as shall be required in connection therewith, and may employ
such clerical and related personnel as the Committee shall deem requisite or desirable in
carrying out the provisions of the Plan. The Committee shall from time to time, but no
less frequently than annually, review the financial condition of the Plan and determine
the financial and liquidity needs of the Plan. The Committee shall communicate such needs
to the Employer so that its policies may be appropriately coordinated to meet such needs.



             12.11 Compensation of Members. No fee or compensation shall be paid to any
member of the Committee for his Service as such.



             12.12 Expense Reimbursement. The Committee shall be entitled to reimbursement by
the Employer for its reasonable expenses properly and actually incurred in the
performance of its duties in the administration of the Plan.



             12.13 Indemnification. No member of the Committee shall be personally liable by
reason of any contract or other instrument executed by him or on his behalf as a member
of the Committee nor for any mistake of judgment made in good faith, and the Employer
shall



19









 




indemnify and hold harmless, directly from its own assets (including the proceeds of
any insurance policy the premiums for which are paid from the Employer’s own assets),
each member of the Committee and each other officer, employee, or director of the
Employer to whom any duty or power relating to the administration or interpretation of
the Plan may be delegated or allocated, against any unreimbursed or uninsured cost or
expense (including any sum paid in settlement of a claim with the prior written approval
of the Board) arising out of any act or omission to act in connection with the Plan
unless arising out of such person’s own fraud, bad faith, willful misconduct or gross
negligence.




             Section 13. Contractual Liability; Trust:



             13.1 Contractual Liability. The obligation of the Employer to make payments
hereunder shall constitute a contractual liability of the Employer to the Participant.
Such payments shall be made from the general funds of the Employer, and the Employer
shall not be required to establish or maintain any special or separate fund, or otherwise
to segregate assets to assure that such payments shall be made, and the Participant shall
not have any interest in any particular assets of the Employer by reason of its
obligations hereunder. To the extent that any person acquires a right to receive payment
from the Employer, such right shall be no greater than the right of an unsecured creditor
of the Employer.



             13.2 Trust. If so designated in Section 2.34 of the Adoption Agreement, the
Employer may establish a Trust with the Trustee, pursuant to such terms and conditions
as are set forth in the Trust Agreement. The Trust, if and when established, is intended
to be treated as a grantor trust for purposes of the Code. The establishment of the
Trust is not intended to cause Participants to realize current income on amounts
contributed thereto, and the Trust shall be so interpreted and administered.



20









 






             Section 14. Allocation of Responsibilities:



             The persons responsible for the Plan and the duties and responsibilities allocated to
each are as follows:



             14.1 Board.




       (i) To amend the Plan;




       (ii) To appoint and remove members of the Committee; and




       (iii) To terminate the Plan.



             14.2 Committee.




       (i) To designate Participants;




       (ii) To interpret the provisions of the Plan and to determine the
rights of the Participants under the Plan, except to the extent otherwise
provided in Section 19 relating to claims procedure;




       (iii) To administer the Plan in accordance with its terms, except to
the extent powers to administer the Plan are specifically delegated to
another person or persons as provided in the Plan;




       (iv) To account for the Accrued Benefits of Participants; and




       (v) To direct the Employer in the payment of benefits.



             14.3 Plan Administrator.




       (i) To file such reports as may be required with the United States
Department of Labor, the Internal Revenue Service and any other government
agency to which reports may be required to be submitted from time to time;
and




       (ii) To administer the claims procedure to the extent provided in
Section 19.



             Section 15. Benefits Not Assignable; Facility of Payments:



             15.1 Benefits not Assignable. No portion of any benefit credited or paid under
the Plan with respect to any Participant shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void, nor shall any



21









 




portion of such benefit be in any manner payable to any assignee, receiver or
any one trustee, or be liable for his debts, contracts, liabilities, engagements or
torts. Notwithstanding the foregoing, in the event that all or any portion of the benefit
of a Participant is transferred to the former spouse of the Participant incident to a
divorce, the Committee shall maintain such amount for the benefit of the former spouse
until distributed in the manner required by an order of any court having jurisdiction
over the divorce, and the former spouse shall be entitled to the same rights as the
Participant with respect to such benefit.




             15.2 Payments to Minors and Others. If any individual entitled to receive a payment
under the Plan shall be physically, mentally or legally incapable of receiving or
acknowledging receipt of such payment, the Committee, upon the receipt of satisfactory
evidence of his incapacity and satisfactory evidence that another person or institution
is maintaining him and that no guardian or committee has been appointed for him, may
cause any payment otherwise payable to him to be made to such person or institution so
maintaining him. Payment to such person or institution shall be in full satisfaction of
all claims by or through the Participant to the extent of the amount
thereof.



             Section 16. Beneficiary:



             The Participant’s Beneficiary shall be the person or persons designated by the
Participant on the Beneficiary designation form provided by and filed with the Committee
or its designee. If the Participant does not designate a Beneficiary, the Beneficiary
shall be his Surviving Spouse. If the Participant does not designate a Beneficiary and
has no Surviving Spouse, the Beneficiary shall be the Participant’s estate. The
designation of a Beneficiary may be changed or revoked only by filing a new Beneficiary
designation form with the Committee or its designee. If a Beneficiary (the “primary
Beneficiary”) is receiving or is entitled to receive
payments under the Plan and dies before receiving all of the payments due him, the balance to



22









 




which he is entitled shall be paid to the contingent Beneficiary, if any,
named in the Participant’s current Beneficiary designation form. If there is no
contingent Beneficiary, the balance shall be paid to the estate of the primary
Beneficiary. Any Beneficiary may disclaim all or any part of any benefit to which such
Beneficiary shall be entitled hereunder by filing a written disclaimer with the Committee
before payment of such benefit is to be made. Such a disclaimer shall be made in a form
satisfactory to the Committee and shall be irrevocable when filed. Any benefit disclaimed
shall be payable from the Plan in the same manner as if the Beneficiary who filed the
disclaimer had died on the date of such filing.




             Section 17. Amendment and Termination of Plan:



             The Board may amend any provision of the Plan or terminate the Plan at any time;
provided, that in no event shall such amendment or termination reduce any Participant’s
Accrued Benefit as of the date of such amendment or termination, nor shall any such
amendment affect the terms of the Plan relating to the payment of such Accrued Benefit.



             Notwithstanding the foregoing, the Plan shall be terminated upon the occurrence of
one or more of the events designated in the Adoption Agreement. Upon the occurrence of a
termination event, the Accrued Benefit of each Participant may become fully vested and
payable to the Participant in a lump sum if designated by the Employer in the Adoption
Agreement.



             Section 18. Communication to Participants:



             The Employer shall make a copy of the Plan available for inspection by Participants
and their beneficiaries during reasonable hours at the principal office of the Employer.



23









 





             Section 19. Claims Procedure:



            The following claims procedure shall apply with respect to the Plan:



             19.1 Filing of a Claim for Benefits. If a Participant or Beneficiary (the
“claimant”) believes that he is entitled to benefits under the Plan which are not being
paid to him or which are not being accrued for his benefit, he shall file a written claim
therefor with the Plan Administrator. In the event the Plan Administrator shall be the
claimant, all actions which are required to be taken by the Plan Administrator pursuant
to this Section 19 shall be taken instead by another member of the Committee designated
by the Committee.



             19.2 Notification to Claimant of Decision. Within 90 days after receipt of a claim
by the Plan Administrator (or within 180 days if special circumstances require an
extension of time), the Plan Administrator shall notify the claimant of his decision with
regard to the claim. In the event of such special circumstances requiring an extension of
time, there shall be furnished to the claimant prior to expiration of the initial 90-day
period written notice of the extension, which notice shall set forth the special
circumstances and the date by which the decision shall be furnished. If such claim shall
be wholly or partially denied, notice thereof shall be in writing and worded in a manner
calculated to be understood by the claimant, and shall set forth: (i) the specific reason
or reasons for the denial; (ii) specific reference to pertinent provisions of the Plan on
which the denial is based; (iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an explanation of why such material
or information is necessary; and (iv) an explanation of the procedure for review of the
denial and the time limits applicable to such procedures, including a statement of the
claimant’s right to bring a civil action under ERISA following an adverse benefit
determination on review.



24









 





             19.3 Procedure for Review. Within 60 days following receipt by the
claimant of notice denying his claim, in whole or in part, or, if such notice shall not be given,
within 60 days following the latest date on which such notice could have been timely
given, the claimant shall appeal denial of the claim by filing a written application for
review with the Committee. Following such request for review, the Committee shall fully
and fairly review the decision denying the claim. Prior to the decision of the Committee,
the claimant shall be given an opportunity to review pertinent documents and to submit
issues and comments in writing.



             19.4 Decision on Review. The decision on review of a claim denied in whole
or in part by the Plan Administrator shall be made in the following manner:




     19.4.1 Within 60 days following receipt by the Committee of the request
for review (or within 120 days if special circumstances require an extension
of time), the Committee shall notify the claimant in writing of its decision
with regard to the claim. In the event of such special circumstances
requiring an extension of time, written notice of the extension shall be
furnished to the claimant prior to the commencement of the extension. If the
decision on review is not furnished in a timely manner, the claim shall be
deemed denied as of the close of the initial 60-day period (or the close of
the extension period, if applicable).




     19.4.2 With respect to a claim that is denied in whole or in part, the
decision on review shall set forth specific reasons for the decision, shall
be written in a manner calculated to be understood by the claimant, and
shall cite specific references to the pertinent Plan provisions on which the
decision is based.




     19.4.3 The decision of the Committee shall be final and conclusive.



             19.5 Action by Authorized Representative of Claimant. All actions set forth
in this Section 19 to be taken by the claimant may likewise be taken by a
representative of the
claimant duly authorized by him to act in his behalf on such matters. The Plan
Administrator
and the Committee may require such evidence as either may reasonably deem necessary
or
advisable of the authority to act of any such representative.



25









 





             Section 20. Miscellaneous Provisions:



             20.1 Set off. Notwithstanding any other provision of this Plan, the Employer may
reduce the amount of any payment otherwise payable to or on behalf of a Participant
hereunder by the amount of any loan, cash advance, extension of credit or other
obligation of the Participant to the Employer that is then due and payable, and the
Participant shall be deemed to have consented to such reduction.



             20.2 Notices. Each Participant who is not in Service and each Beneficiary shall be
responsible for furnishing the Committee or its designee with his current address for the
mailing of notices and benefit payments. Any notice required or permitted to be given to
such Participant or Beneficiary shall be deemed given if directed to such address and
mailed by regular United States mail, first class, postage prepaid. If any check mailed
to such address is returned as undeliverable to the addressee, mailing of checks will be suspended until the Participant or
Beneficiary furnishes the proper address. This provision shall not be construed as
requiring the mailing of any notice or notification otherwise permitted to be given by
posting or by other publication.



             20.3 Lost Distributees. A benefit shall be deemed forfeited if the Plan
Administrator is unable to locate the Participant or Beneficiary to whom payment is
due on or
before the fifth anniversary of the date payment is to be made or commence;
provided, that the
deemed investment rate of return pursuant to Section 9.2 shall cease to be applied
to the
Participant’s account following the first anniversary of such date; provided
further, however, that
such benefit shall be reinstated if a valid claim is made by or on behalf of the
Participant or
Beneficiary for all or part of the forfeited benefit.



26









 





             20.4 Reliance on Data. The Employer, the Committee and the Plan
Administrator shall have the right to rely on any data provided by the Participant or by
any Beneficiary. Representations of such data shall be binding upon any party seeking to
claim a benefit through a Participant, and the Employer, the Committee and the Plan
Administrator shall have no obligation to inquire into the accuracy of any representation
made at any time by a Participant or Beneficiary.



             20.5 Receipt and Release for Payments. Subject to the provisions of Section 20.1,
any payment made from the Plan to or with respect to any Participant or Beneficiary, or
pursuant to a disclaimer by a Beneficiary, shall, to the extent thereof, be in full
satisfaction of all claims hereunder against the Plan and the Employer with respect to
the Plan. The recipient of any payment from the Plan may be required by the Committee, as
a condition precedent to such payment, to execute a receipt and release with respect
thereto in such form as shall be acceptable to the Committee.



             20.6 Headings. The headings and subheadings of the Plan have been inserted for
convenience of reference and are to be ignored in any construction of the provisions
hereof.



             20.7 Continuation of Employment. The establishment of the Plan shall not be
construed as conferring any legal or other rights upon any Employee or any persons for
continuation of employment, nor shall it interfere with the right of the Employer to
discharge any Employee or to deal with him without regard to the effect thereof under the
Plan.



27









 





             20.8 Merger or Consolidation; Assumption of Plan. No employer-party to
the Plan shall consolidate or merge into or with another corporation or entity, or
transfer all or substantially all of its assets to another corporation, partnership,
trust or other entity (a “Successor Entity”) unless such Successor Entity shall assume
the rights, obligations and liabilities of the employer-party under the Plan and upon
such assumption, the Successor Entity shall become obligated to perform the terms and
conditions of the Plan. Nothing herein shall prohibit the assumption of the obligations
and liabilities of the Employer under the Plan by any Successor Entity.



             20.9 Construction. The Employer shall designate in the Adoption Agreement the state
according to whose laws the provisions of the Plan shall be construed and enforced,
except to the extent that such laws are superseded by ERISA.




28