**Exhibit 10.22**

** **

**Voluntary DeferredCompensation Plan**

 

At its August 7, 2002 meeting, theCompensation Committee of the Board reviewed and agreed to, in principle, arecommendation regarding a voluntary deferred compensation plan.  The recommendation was as follows:

 

“Create a non-qualified deferred compensation program that allows forthe deferral of base salary, short-term incentives, and/or long-term incentivevalues.”

 

The recommended plan provisions aresummarized below:

 
| **PROVISION**                |   | **DETAILS**                                                                                                                                                                                                                                                              |   | **COMMENTS**                                                                                                                         |
|------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------|
| **Effective Date**           |   | November 9, 2002                                                                                                                                                                                                                                                         |   |                                                                                                                                 |
| **Plan Objective**           |   | To provide eligible  participants the opportunity to accumulate wealth for retirement through  increased ability to defer compensation on a tax-favorable basis over and  above qualified plan limits                                                                    |   |                                                                                                                                 |
| **Eligibility**              |   | All approved Executives  (Approximately 120)                                                                                                                                                                                                                             |   |                                                                                                                                 |
| **Plan Year**                |   | Calendar Year                                                                                                                                                                                                                                                            |   |                                                                                                                                 |
| **Deferrals**                |   | Amounts elected annually by  participants

Up to 50% of Base Salary  (in 5% increments)  

Up to 100% of Annual  Cash Incentive Awards (in 5% increments)  

Up to 100% of Emergence  / Retention Awards (in 5% increments)  

Minimum deferral must be  $5,000 per year |   | Cash payouts under the  performance unit plans will not be eligible for deferrals                                                    |
| **Deferral Elections**       |   | Deferral elections must be  made prior to the beginning of a calendar year regarding deferrals of salary  and incentive payments payable during the coming year                                                                                                          |   | Elections to defer January  2003 emergence incentives and/or March 2003 and September 2003 retention  incentives should be made ASAP |
| **Years of Service/Vesting** |   | Participants will be 100%  vested in all deferrals                                                                                                                                                                                                                       |   |                                                                                                                                 |
| **Account Crediting**        |   | Deferrals are credited with  an interest rate equal to Moody’s   August long-term corporate bond yield average (Aaa, Aa, A, Baa) based  on bonds with maturities 20 years and above,   adjusted annually on a predetermined date                          |   | Moody’s long-term corporate  bond yield average for the month of August was 7.06%                                               |
| **Forms of Payment**         |   | Lump sum or

Five-, Ten- or  Fifteen-year installments (for balances of at least $50,000)  

Election made with first  deferral, may change any time but effective only if made at least 12 months  before retirement, termination, death or disability                  |   | Valued at termination                                                                                                                |
| **Funding**                  |   | Benefits will not be funded  and no trust will be establishedIndividual, notional accounts established and maintained by the  company (or third party administrator)                                                                                                     |   |                                                                                                                                 |

 

----