Exhibit 10.5  THE EXECUTIVE NONQUALIFIED EXCESS PLAN
PLAN DOCUMENT


THE EXECUTIVE NONQUALIFIED EXCESS PLAN  Section 1.Purpose:  By
execution of the Adoption Agreement, the Employer has adopted the Plan set
forth herein, and in the Adoption Agreement, to provide a means by which
certain management Employees or 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 or Independent
Contractors of the Employer, as selected in the Adoption Agreement. The Plan is
intended to be a nonqualified deferred compensation plan that complies with the
provisions of Section 409A of the Internal Revenue Code (the Code). The Plan
is also 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)(1) of
the Employee Retirement Income Security Act of 1974 (ERISA) and independent
contractors. Notwithstanding any other provision of thisPlan, this Plan shall be interpreted, operated
and administered in a manner consistent with these intentions.  Section 2.Definitions:  As
used in the Plan, including this Section 2, references to one gender shall
include the other, unless otherwise indicated by the context:  2.1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 (i) immediately
upon a determination by the Committee that the Participant has ceased to be an
Employee or Independent Contractor, or (ii) at the end  1


of
the Plan Year that the Committee determines the Participant no longer meets the
eligibility requirements of the Plan.  2.2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.  2.3Beneficiarymeans the person, persons, entity
or entities designated or determined pursuant to the provisions of Section 13
of the Plan.  2.4Boardmeans the Board of Directors of the
Company, if the Company is a corporation. If the
Company is not a corporation, Board shall mean the Company.  2.5Change
in Control Eventmeans an event
described in Section 409A(a)(2)(A)(v) of the Code (or any successor
provision thereto) and the regulations thereunder.  2.6Committeemeans the persons or entity
designated in the Adoption Agreement to administer the Plan. If the Committee
designated in the Adoption Agreement is unable to serve, the
Employer shall satisfy the duties of the Committee provided for in Section 9.  2.7Companymeans the company designated in the
Adoption Agreement as such.  2.8Compensationshall have the meaning designated in the Adoption Agreement.  2.9Crediting
Datemeans the date designated in
the Adoption Agreement for
crediting the amount of any Participant Deferral Credits to the Deferred
Compensation Account of a Participant. Employer Credits may be credited to the  2


Deferred Compensation Account
of a Participant on any day that securities are traded on a national securities
exchange.  2.10Deferred
Compensation Accountmeans the
account maintained with respect to each Participant under the Plan. The
Deferred Compensation Account shall be credited with Participant Deferral Credits
and Employer Credits, credited or debited for deemed investment gains or losses,
and adjusted for payments in accordance with the rules and elections in
effect under Section 8. The Deferred Compensation Account of a Participant
shall include any In-Service or Education Account of the Participant, if
applicable.  2.11Disabledmeans Disabled within the meaning
of Section 409A of the Code and the regulations thereunder. Generally,
this means that the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or is, by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months, receiving income replacement benefits for a period of not less than
three months under an accident and health plan covering Employees of the
Employer.  2.12Education Accountis an In-Service Account which will be used by the Participant for
educational purposes.  2.13Effective
Dateshall be the date designated
in the Adoption Agreement.  2.14Employeemeans an individual in the Service
of the Employer if the relationship between the individual and the Employer is
the legal relationshipof  3


employer and employee. An
individual shall cease to be an Employee upon the Employees separation from
Service.  2.15Employermeans the Company, as identified in
the Adoption Agreement, and any Participating Employer which adopts this Plan. An
Employer may be a corporation, a limited liability company, a partnership or
sole proprietorship.  2.16Employer
Creditsmeans the amounts credited
to the Participants. Deferred Compensation Account by the Employer
pursuant to the provisions of Section 4.2.  2.17Grandfathered
Amountsmeans, if applicable, the
amounts that were deferred under the Plan and were earned and vested within the meaning of Section 409A of the Code and regulations
thereunder as of December 31, 2004. Grandfathered Amounts shall be subject
to the terms designated in the Adoption Agreement.  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 that has elected to take in-service
distributions as described in Section 5.4. The In-Service Account shall be
adjusted in the same manner and at the same time as the Deferred Compensation
Account under Section 8 and in accordance with the rules and elections in effect under Section 8.  4


2.20Normal Retirement Ageof a Participant means the age designated in
the Adoption Agreement.  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 a Deferred
Compensation Account under the Plan; provided that if the Participant is an
Employee, the individual must be
a highly compensated or management employee of the Employer within the meaning
of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.  2.22Participant Deferral Creditsmeans the amounts credited to the Participants Deferred Compensation Account by
the Employer pursuant to the provisions of Section 4.1.  2.23Participating Employermeans any trade or business (whether or not incorporated) which adopts this
Plan with the consent of the Company identified in the Adoption Agreement.  2.24ParticipationAgreementmeans a written agreement entered into between a Participant and the
Employer pursuant to the provisions of Section 4.1.  2.25Performance-Based
Compensationmeans compensation
where the amount of, or entitlement to, the compensation is contingent on the
satisfaction of preestablished organizational or individual performance
criteria relating to a performance period of at least twelve months. Organizational
or individual performance criteria are considered preestablished if
established in writing within 90 days after the commencement of the period of
service to which the criteria relates, provided that the outcome is substantially
uncertain at the time the criteria are established. Performance-  5


based
compensation may include payments based upon subjective performance criteria as
provided in regulations and administrative guidance promulgated under Section 409A
of the Code.  2.26Planmeans The Executive Nonqualified
Excess Plan, as herein set out and as set out in the Adoption Agreement, or as
duly amended. The name of the Plan as applied to the Employer shall be
designated in the Adoption Agreement.  2.27Plan-Approved
Domestic Relations Ordershall
mean a judgment, decree, or order (including the approval of a settlement
agreement) which is:  2.27.1Issued pursuant to a States domestic relations
law;  2.27.2Relates to the provision of child support, alimony
payments or marital property rights to a Spouse, former Spouse, child or other
dependent of the Participant;  2.27.3Creates or recognizes the right of a Spouse, former
Spouse, child or other dependent of the Participant to receive all or a portion
of the Participants benefits under the Plan;  2.27.4Requires payment to such person of their
interest in the Participants benefits in an immediate lump payment; and  2.27.5Meets such other requirements established by
the Committee.  2.28Plan
Yearmeans the twelve-month period
ending on the last day of the month designated in the Adoption Agreement; provided
that the initial Plan Year may have fewer than twelve months.  2.29Qualifying
Distribution Eventmeans (i) the
Separation from Service of the Participant, (ii) the date the Participant
becomes Disabled, (iii) the death of the Participant,
(iv) the time specified by the Participant for an
In-Service or Education Distribution, (v) a Change in Control Event, or
(vi) an Unforeseeable Emergency, each to the extent
provided in Section 5.  6


2.30Seniority Date shall have the meaning designated in the
Adoption Agreement.  2.31Separation
from Service or Separates from Service means a separation from service
within the meaning of Section 409A of the Code.  2.32Service means employment by the Employer as an
Employee. For purposes of the Plan, the employment relationship is treated as
continuing intact while the Employee is on military leave, sick leave, or other
bona fide leave of absence if the period of such leave does not exceed six
months, or if longer, so long as the Employees right to reemployment is
provided either by statute or contract. If the Participant is an Independent
Contractor, Service shall mean the period during which the contractual
relationship exists between the Employer and the Participant. The contractual
relationship is not terminated if the Participant anticipates a renewal of the
contract or becomes an Employee.  2.33Service
Bonusmeans any bonus paid to a
Participant by the Employer which is not Performance-Based Compensation.  2.34Specified Employeemeans an employee who meets the requirements for key employee treatment
under Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in
accordance with the regulations thereunder and without regard to Section 416(i)(5)
of the Code) at any time during the twelve month period ending on December 31
of each year (the identification date). Unless binding corporate action is
taken to establish different rules for determining Specified Employees for
all plans of the Company and its controlled group members that are subject to Section 409A
of the Code, the foregoing rules and the other default rules under
the regulations of Section 409A of the Code shall  7


apply.
If the person is a key employee as of any identification date, the person is
treated as a Specified Employee for the twelve-month periodbeginning on the first day of the fourth month following the identification
date.  2.35Spouse or
Surviving Spouse means,
except as otherwise provided in the Plan, a person who is the legally married
spouse or surviving spouse of a Participant.  2.36Unforeseeable Emergency means
an unforeseeable emergency within the meaning of Section 409A of the
Code.  2.37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 and Service shall be based on service with the Company and all
Participating Employers.  Section 3.Participation:  The Committee in its discretion shall designate each
Employee or Independent Contractor who is eligible to participatein the Plan. 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 a balance remaining in the Deferred Compensation Account under the Plan on
the date of the return to Service.  Section 4.Credits to Deferred Compensation Account:  4.1Participant Deferral Credits. To
the extent provided in the Adoption Agreement, each Active
Participant may elect, by entering into a Participation Agreement with the
Employer, to defer the receipt of Compensation from the Employer by a dollar  8


amount
or percentage specified in the Participation Agreement. The amount of
Compensation the Participant elects to defer, the Participant Deferral Credit, shall
be credited by the Employer to the Deferred Compensation Account maintained for
the Participant pursuant to Section 8. The following special provisions
shall apply with respect to the Participant Deferral Credits of a Participant:  4.1.1The Employer shall credit to the Participants Deferred Compensation
Account on each Crediting Date an amount equal to the total Participant
Deferral Credit for the period ending on such Crediting Date.  4.1.2An election pursuant to this Section 4.1
shall be made by the Participant by executing and delivering a Participation
Agreement to the Committee. Except as otherwise provided in this Section 4.1,
the Participation Agreement shall become effective with respect to such
Participant as of the first day of January following the date such
Participation Agreement is received by the Committee. A Participants election
may be changed at any time prior to the last permissible date for making the
election as permitted in this Section 4.1, and shall thereafter be
irrevocable. The election of a Participant shall continue in effect for
subsequent years until modified by the Participant as permitted in this Section 4.1.  4.1.3A Participant may execute and deliver a
Participation Agreement to the Committee within 30 days after the date the
Participant first becomes eligible to participate in the Plan to be effective
as of the first payroll period next following the date the Participation
Agreement is fully executed. Whether a Participant is treated as newly eligible
for participation under this Section shall be determined in accordance
with Section 409A of the Code and the regulations thereunder, including (i) rules
that treat all elective deferral account balance plans as
one plan, and (ii) rules that treat a previously eligible employee as
newly eligible if his benefits had been previously distributed or if he has
been ineligible for 24 months. For Compensation that is earned based upon a
specified performance period (for example, an annual bonus), where a deferral
election is made under this Section but after the beginning of the
performance period, the election will only apply to the portion of the
Compensation equal to the total amount of the Compensation for the service
period multiplied by the ratio of the number of days remaining in the
performance period after the election over the total number of days in the
performance period.  4.1.4A Participant may unilaterally modify a
Participation Agreement (either to terminate, increase or decrease the portion
of his future Compensation which is subject to deferral within the
percentage limits set forth in Section 4.1 of the Adoption Agreement) by
providing a written modification of the Participation Agreement to the Committee.
The modification shall become effective as of the first day of January following
the date such written modification is received by the Committee.  9


4.1.5If the Participant performed services continuously
from the later of the beginning of the performance period or the date upon
which the performance criteria are established through the date upon which the
Participant makes an initial deferral election, a Participation Agreement
relating to the deferral of Performance-Based Compensation may be executed and
delivered to the Committee no later than the date which is 6 months prior to
the end of the performance period, provided that in no event may an election to
defer Performance-Based Compensation be made after such Compensation has become
readily ascertainable.  4.1.6If the Employer has a fiscal year other than the
calendar year, Compensation relating to Service in the fiscal year of the
Employer (such as a bonus based on the fiscal year of the Employer), of which
no amount is paid or payable during the fiscal year, may be deferred at the
Participants election if the election to defer is made not later than the
close of the Employers fiscal year next preceding the first fiscal year in
which the Participant performs any services for which such Compensation is
payable.  4.1.7Compensation payable after the last day of the
Participants taxable year solely for services provided during the final
payroll period containing the last day of the Participants taxable year (i.e.,
December 31) is treated for purposes of this Section 4.1 as
Compensation for services performed in the subsequent taxable year.  4.1.8The Committee may from time to time establish policies
or rules consistent with the requirements of Section 409A of the Code
to govern the manner in which Participant Deferral Credits may be made.  4.1.9If a Participant becomes Disabled or applies for and
is eligible for a distribution on account of an Unforeseeable Emergency during
a Plan Year, his deferral election for such Plan Year shall be cancelled.  4.2Employer
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. A Participant must make
distribution elections with respect to any Employer Credits credited to his
Deferred Compensation Account by the deadline that would apply under Section 4.1
for distribution elections with respect to Participant Deferral Credits
credited at the same time, on a Participation  10


Agreement
that is timely executed and delivered to the Committee pursuant to Section 4.1.  4.3Deferred
Compensation Account.All Participant Deferral
Credits and Employer Credits shall be credited to the Deferred Compensation
Account of the Participant as provided in Section 8.  Section 5.QualifyingDistribution Events:  5.1Separation
from Service.If the Participant Separates from Service
with the Employer, the vested balance in the Deferred CompensationAccountshall be paid
to the Participant by the Employer as provided in Section 7. Notwithstanding
the foregoing, no distribution shall be made earlier than six months after the
date of Separation from Service (or if earlier, the date of death) with respect
to a Participant who as of the date of Separation from Service is a Specified
Employee of a corporation the stock in which istraded on an established securities market or
otherwise. Any payments to which such Specified Employee would be entitled
during the first six months following the date of Separation from Service shall
be accumulated and paid on the first day of the seventh month following the
date of Separation from Service.  5.2Disability.If the Employer
designates in the Adoption Agreement that distributions are permitted underthe Plan when a
Participant becomes Disabled,and theParticipantbecomes Disabled while in
Service, the vested balance in the Deferred Compensation Account shall be paid
to the Participant by the Employer as provided in Section 7.  11


5.3Death.If the Participant
dies while in Service, the Employer shall pay abenefit to the Participants
Beneficiary in the amount designated in the Adoption Agreement. Payment of such
benefit shall be made by the Employer as provided in Section 7.  5.4In-Service
or Education Distributions.Ifthe Employer designates in the Adoption Agreement that in-service or
education distributions are permitted under the Plan, a Participant may
designate in the Participation Agreement to have a specified amount credited to
the Participants In-Service or Education Account for in-service oreducation distributions at
the date specified by the Participant. In no event may an in-service or
education distribution of an amount be made before the date that is two years
after the first day of the year in which such amount was credited to the
In-Service or Education Account. Notwithstanding the foregoing, if a
Participant incurs a Qualifying Distribution Event prior to the date on which
the entire balance in the In-Service or Education Account has been distributed,
then the balance in the In-Service or Education Account on the date of the
Qualifying Distribution Event shall be paid as provided under Section 7.1
for payments on such Qualifying Distribution Event.  5.5Change inControl Event. If the Employer designates in the Adoption Agreement
that distributions are permitted under the Plan upon the occurrence of a Change
in Control Event, the Participant may designate in the Participation Agreement
to have the vested balance in the Deferred Compensation Account paid to the
Participant upon a Change in Control Event by the Employer as provided in Section 7.  5.6UnforeseeableEmergency.If the Employer designates in the Adoption Agreement
that distributions are permitted under the Plan upontheoccurrence of
an  12


Unforeseeable
Emergency event, a distribution from the Deferred Compensation Account may be
made to a Participant in the event of an Unforeseeable Emergency, subject to
the following provisions:  5.6.1A Participant may, at any time prior to his
Separation from Service for any reason, make application to the Committee to
receive a distribution in a lump sum of all or a portion of the vested balance
in the Deferred Compensation Account (determined as of the date the
distribution, if any, is made under this Section 5.6) because of an
Unforeseeable Emergency. A distribution because of an Unforeseeable Emergency
shall not exceed the amount required to satisfy the Unforeseeable Emergency
plus amounts necessary to pay taxes reasonably anticipated as a result of such
distribution, after taking into account the extent to which the Unforeseeable
Emergency may be relieved through reimbursement or compensation by insurance or
otherwise or by liquidation of the Participants assets (to the extent the
liquidation of such assets would not itself cause severe financial hardship) or
by stopping current deferrals under the Plan pursuant to Section 4.1.9.  5.6.2The Participants request for a distribution on
account of Unforeseeable Emergency 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 the
Unforeseeable Emergency.  5.6.3If a distribution under this Section 5.6 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 distributiononaccountofan Unforeseeable
Emergency.IfaParticipants Separation from Serviceoccurs after a request is
approved in accordance with this Section 5.6.3, 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.  5.6.4The Committee may from time to time adopt additional
policies or rules consistent with the requirements of Section 409A of
the Code to govern the manner in which such distributions may be made so that
the Plan may be conveniently administered.  Section 6.Vesting:  A
Participant shall be fully vested in the portion of his Deferred Compensation  13


Account
attributable to Participant 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. If a
Participants Deferred Compensation Account is not fully vested upon Separation
from Service, the portion of the Deferred Compensation Account that is not
fully vestedshallthereupon be forfeited.  Section 7.Distribution Rules:  7.1Payment
Options.The Employer shall designate in the AdoptionAgreement the
payment options which may be elected by the Participant (lump sum, annual
installments, or a combination of both). Different payment options may be made
available for eachQualifyingDistribution Event, and
different payment options may be available for different types of Separations
from Service, all as designated in the Adoption Agreement. The Participant
shall elect in the Participation Agreement the method under which the vested
balance in the Deferred Compensation Account will be distributed from among the
designated payment options. The Participant may at such time elect a different
method of payment for each Qualifying Distribution Event as specified in the
Adoption Agreement. If the Participant is permitted by the Employer in the
Adoption Agreement to elect different options and does not make a valid election,
the vested balance in the Deferred Compensation Account will be distributed as a
lumpsum.  14


Notwithstanding
the foregoing, if certain Qualifying Distribution Events occur prior to the
date on which the vested balance of a Participants Deferred Compensation
Account is completely paid pursuant to this Section 7.1 following the
occurrence of certain initial Qualifying Distribution Events, the following rules apply:  7.1.1If the initial Qualifying Distribution
Event is a Separation from Service or Disability, and the Participant
subsequently dies, the remaining unpaid vested balance of aParticipantsDeferred
Compensation Account shall be paid as a lump sum.  7.1.2If the initial QualifyingDistribution
Event is a Change in Control Event, and any subsequent Qualifying Distribution
Event occurs (except an In-Service or Education Distribution described in Section 2.29(iv)),
the remaining unpaid vested balance of a Participants Deferred Compensation
Account shall be paid as provided under Section 7.1 for payments on such
subsequent Qualifying Distribution Event.  7.2Timing of Payments.Payment shall be made in the
manner elected by theParticipant and shall commence as soon as
practicable after (but no later than 60 days after) the distribution date
elected for the Qualifying Distribution Event. In the event the Participant
fails to make a valid election of the payment method, the distribution will be
madein a single lump sum payment as soon as practicable after (but no later
than 60 days after) the Qualifying Distribution Event. A payment may be further
delayed to the extent permitted in accordance with regulations and guidance
under Section 409A of the Code.  7.3Installment Payments.If the Participant elects to
receive installment payments upon a Qualifying Distribution Event, the payment
of each annual installment shall be made on the anniversary of the date of the
first installment payment, and the amount of the annual installment shall be
adjusted on such anniversary for credits or debits to the Participants account
pursuant to Section 8 of the Plan. Such adjustment shall be made by
dividing the balance in the Deferred Compensation Account on such date by the
number of annual installments remaining to be paid hereunder; provided that the
last  15


annual
installment due under the Plan shall be the entire amount credited to the
Participants account on the date of payment.  7.4De Minimis
Amounts.Notwithstanding any payment election made by the
Participant, if the Employer designates a pre-determined de minimis amount in
the Adoption Agreement, the vested balance in the Deferred Compensation Account
of the Participant will be distributed in a single lump sum payment if at the
time of a permitted Qualifying Distribution Event the vested balance does notexceed such
pre-determined de minimis amount; provided, however, that such distribution
will be made only where the Qualifying Distribution Event is a Separation from
Service, death, Disability (if applicable) or Change in Control Event (if
applicable). Such payment shall be made on or before the later of (i) December 31
of the calendar year in which the Qualifying Distribution Event occurs, or (ii) the
date that is 2-1/2 months after the Qualifying Distribution Event occurs. In
addition, the Employer may distribute a Participants vested balance at any
time if the balance does not exceed the limit in Section 402(g)(1)(B) of
the Code and results in the termination of the Participants entire interest in
the Plan as provided under Section 409A of the Code.  7.5Subsequent
Elections.With the consent of the Committee, a Participant may
delay or change the method of payment of the Deferred Compensation Account subject
to the following requirements:  7.5.1The new
election may not take effect until at least 12 months after the date on which
the new election is made.  7.5.2If the new
election relates to a payment for a Qualifying Distribution Event other than
the death of the Participant, the Participant becoming Disabled, or an
Unforeseeable Emergency, the new election must provide for the deferral of the
payment for a period of at least five years from the date such payment would
otherwise have been made.  16


7.5.3If the new
election relates to a payment from the In-Service or Education Account, the new
election must be made at least 12 months prior to the date of the firstscheduledpayment from
such account.  For
purposes of this Section 7.5 and Section 7.6, a payment is each
separately identified amount to which the Participant is entitled under the
Plan; provided, that entitlement to a series of installment payments is treated
as the entitlement to a single payment.  7.6Acceleration
Prohibited.The acceleration of the time or schedule of any payment
due under the Plan is prohibited except as expressly provided in regulations
and administrative guidance promulgated under Section 409A of the Code (such
as accelerations for domestic relations orders and employment taxes). It is not
an acceleration of the time or schedule of payment if the Employer waives or accelerates
the vesting requirements applicable to a benefit under the Plan.  Section 8.Accounts;DeemedInvestment; Adjustments to Account:  8.1Accounts.The Committee
shall establish a book reserve account, entitled the Deferred Compensation
Account, on behalf of each Participant. The Committee shall also establish anIn-Service or Education
Account as apart 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 8.3.  8.2Deemed
Investments.The Deferred Compensation Account of a Participant
shall be credited with an investment return determined as if the account wereinvestedin one or more
investment funds made available by theCommittee. TheParticipant
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  17


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.  8.3Adjustments
to DeferredCompensationAccount.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:  8.3.1The 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.  8.3.2The Deferred
Compensation Account shall be credited on each Crediting Date with the total
amount of any Participant Deferral Credits and Employer Credits to such account
since the last preceding Crediting Date.  8.3.3The 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 8.2. 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 9.Administrationby Committee:  9.1Membership
ofCommittee.If the Committee consists of
individuals appointed by the Board, they will 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.  9.2General
Administration.The Committee shall be responsible for the operation
and administration of the Plan and for carrying out its provisions. The
Committee shall have the full authority and discretion to make, amend, interpret,
and  18


enforce
all appropriate rules and regulations for the administration of this Plan
and decide or resolve any and all questions, including interpretations of this
Plan, as may arise in connection with this Plan. Any such action taken by the
Committee shall be final and conclusive on any party. To the extent the
Committee has been granted discretionary authority under the Plan, the
Committees prior exercise of such authority shall not obligate it to exercise
its authority in a like fashion thereafter. The Committee shall be entitled to
rely conclusively upon all tables, valuations, certificates, opinions and
reports furnished by any actuary, accountant, controller, counsel or other
person employed or engaged by the Employer with respect to the Plan. The
Committee may, from time to time, employ agents and delegate to such agents, including
employees of the Employer, such administrative or other duties as it sees fit.  9.3Indemnification.To the extent not covered by insurance, the Employer shall indemnify
the Committee, each employee, officer, director, and agent of the Employer, and
all persons formerly serving in such capacities, against any and all
liabilities or expenses, including all legal fees relating thereto, arising in
connection with the exercise of their duties and responsibilities with respect
to the Plan, provided however that the Employer shall not indemnify any person
for liabilities or expenses due to that persons own gross negligence or
willful misconduct.  Section 10.ContractualLiability:  10.1Contractual
Liability.Unless otherwise elected in the AdoptionAgreement,the Company
shall be obligated to make all payments hereunder. This obligation shall
constitute a contractual liability of the Company to the Participants, and such
payments shall be made from the general funds of the Company. The Company  19


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 Participants shall not have any interest in any particular assets of the
Company by reason of its obligations hereunder. To the extent that any person
acquires a right to receive payment from the Company, such right shall be no
greater than the right of an unsecured creditor of the Company.  10.2          Trust.The Employer
may establish a trust to assist it in meeting its obligations under the Plan. Any
such trust shall conform to the requirements of a grantor trust under Revenue
Procedures 92-64 and 92-65 and at all times during the continuance of the trust
the principal and income of the trust shall be subject to claims of general
creditors of the Employer under federal and state law. The establishment of
such a trust would not be intended to cause Participants to realize current
income on amounts contributed thereto, and the trust would be so interpreted
and administered.  Section 11.Allocation
of Responsibilities:  The persons responsible for the Plan and the duties and
responsibilities allocated to each are as follows:  11.1Board.  (i)To amend the Plan;  (ii)To appoint and remove
members of the Committee; and  (iii)To terminate the Plan as
permitted in Section 14.  11.2Committee.  (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 16 relating to claims
procedure;  (iii)To administer the Plan in
accordance with its terms, except to the  20


extent powers to administer the Plan are specifically delegated to another
person or persons as provided in the Plan;  (iv)To account for the amount
credited to the Deferred Compensation Account of a Participant;  (v)To direct the Employer in
the payment of benefits;  (vi)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  (vii)To administer the claims
procedure to the extent provided in Section 16.  Section 12.Benefits
Not Assignable; Facility of Payments:  12.1Benefits
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 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.  12.2Plan-Approved
Domestic Relations Orders.The Committee shall establish
procedures for determining whether an order directed to the Plan is a Plan-Approved
Domestic Relations Order. If the Committee determines that an order is a  21


Plan-Approved
Domestic Relations Order, the Committee shall cause the payment of amounts pursuant
to or segregate a separate account as provided by (and to prevent any payment
or act which might be inconsistent with) the Plan-Approved Domestic Relations
Order.  12.3Payments
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 13.Beneficiary:  The
Participants beneficiary shall be the person, persons, entity or entities
designated by the Participant on the beneficiary designation form provided by and
filed with the Committee or its designee.Ifthe 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,thebeneficiary 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 which he
is entitled shall be paid to the contingent beneficiary, if any, named in the
Participants current  22


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 predeceased the Participant.  Section 14.Amendment and Termination of Plan:  The
Company 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 the balance in any
Participants Deferred Compensation Account 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 Deferred Compensation Account. Notwithstanding the
foregoing, the following special provisions shall apply:  14.1Termination in the Discretion of the Employer.Except as
otherwise provided in Sections 14.2, the Company in its discretion may
terminate the Plan and distribute benefits to Participants subject to the
following requirements and any others specified under Section 409A of the
Code:  14.1.1All arrangements sponsored
by the Employer that would be aggregated with the Plan under Section 1.409A-1(c) of
the Treasury Regulations are terminated.  14.1.2No payments other than
payments that would be payable under the terms of the Plan if the termination
had not occurred are made within 12 months ofthe termination date.  14.1.3All benefits under the Plan
are paid within 24 months of the termination date.  23


14.1.4The Employer does not adopt
a new arrangement that would be aggregated with the Plan under Section 1.409A-1(c) of
the Treasury Regulations providing for the deferral of compensation at any time
within 3 years following the date of termination of the Plan.  14.1.5The termination does not
occur proximate to a downturn in the financial health of the Employer.  14.2Termination Upon Change in Control Event.If the Company terminates
the Plan within thirty days preceding or twelve months following a Change in
Control Event, the Deferred Compensation Account of each Participant shall
become fully vested and payable to the Participant in a lump sum within twelve
months following thedateof termination, subject to
the requirements of Section 409A of the Code.  Section 15.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.  Section 16.Claims Procedure:  The
following claims procedure shall apply with respect to the Plan:  16.1Filing 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 therefore with the Committee.  16.2Notification to Claimant of Decision.Within 90 days after receipt
of a claim by the Committee (or within 180 days if special circumstances
require an extension of time), the Committee shall notify the claimant of the
decision with regard to the claim. In the event of such special circumstances
requiring an extension of time, there shall be  24


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. Notwithstanding the
foregoing, if the claim relates to a disability determination, the Committee
shall notify the claimant of the decision within 45 days (which may be extended
for an additional 30 days if required by special circumstances).  16.3        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 may 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.  25


16.4        Decision on
Review.The decision
on review of a claim denied in whole or in part by the Committee shall be made
in the following manner:  16.4.1    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. Notwithstanding the foregoing, if the claim relates to a
disability determination, the Committee shall notify the claimant of the
decision within 45 days (which may be extended for an additional 45 days if
required by special circumstances).  16.4.2      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 set forth:  (i)the specific reason or reasons for the
adverse determination;  (ii)specific reference to pertinent Plan
provisions on which the adverse determination is based;  (iii)a statement that the claimant is entitled to
receive, upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claimants claim for
benefits; and  (iv)a statement describing any voluntary appeal procedures offered-by the Plan and the claimants right to obtain the information about
such procedures, as well as a statement of the claimants right to bring an
action under ERISA section 502(a).  16.4.3      The decision of the Committee shall be
final and conclusive.  16.5        Action by
Authorized Representative of Claimant.All actions set forth in this Section 16
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
Committee may require such evidence as either may reasonably deem necessary or advisable of the authority to act of any such
representative.  26


Section 17.Miscellaneous Provisions:  17.1        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 (net of any required withholdings) at the
time payment is due 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.
In addition, the Employer may at any time offset a Participants Deferral
Compensation Account by an amount up to $5,000 to collect any such amount in
accordance with the requirements of Section 409A of the Code.  17.2        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.  17.3        Lost Distributees. A benefit shall be deemed forfeited if the
Committee 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 8.2
shall cease to be applied to the Participants account following the first
anniversary of such date; provided further,  27


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.  17.4        Reliance on
Data.The Employer
and the Committee 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 and the Committee shall have no obligation to inquire into the
accuracy of any representation made at any time by a Participant or
Beneficiary.  17.5        Receipt and
Release for Payments.Subject
to the provisions of Section 17.1, 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.  17.6        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.  17.7          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.  28


17.8        Merger or Consolidation; Assumption of
Plan. No
Employer 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 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.  17.9        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 and the applicable requirements of the Code.  17.10      Taxes. The Employer or other payor may
withhold a benefit payment under the Plan or a Participants wages, or the
Employer may reduce a Participants Account balance, in order to meet any
federal, state, or local or employment tax withholding obligations with respect
to Plan benefits, as permitted under Section 409A of the Code. The
Employer or other payor shall report Plan payments and other Plan-related
information to the appropriate governmental agencies as required under
applicable laws.  Section 18.Transition Rules:  This Section 18 does not
apply to plans newly established on or after January 1, 2009.  18.1        2005 Election Termination. Notwithstanding Section 4.1.4, at
any time during 2005, a Participant may terminate a Participation Agreement, or
modify a Participation Agreement to reduce the amount of Compensation subject
to the deferral election, so long as the Compensation subject to the terminated
or modified participation  29


Agreement is includible in the income of the
Participant in 2005 or, if later, in the taxable year in which the amounts are
earned and vested.  18.2        2005
Deferral Election.The requirements of Section 4.1.2
relating to the timing of the Participation Agreement shall not apply to any
deferral elections made on or before March 15, 2005, provided that (a) the
amounts to which the deferral election relate have not been paid or become
payable at the time of the election, (b) the Plan was in existence on or
before December 31, 2004, (c) the election to defer compensation is
made in accordance with the terms of the Plan as in effect on December 31,
2005 (other than a requirement to make a deferral election after March 15,
2005), and (d) the Plan is otherwise operated in accordance
with the requirements of Section 409A of the Code.  18.3        2005
Termination of Participation; Distribution.Notwithstanding anything in this Plan to the
contrary, at any time during 2005, a Participant may terminate his or her
participation in the Plan and receive a distribution of his Deferred
Compensation Account balance on account of that termination, so long as the
full amount of such distribution is includible in the Participants income in
2005 or, if later, in the taxable year of the Participant in which the amount
is earned and vested.  18.4          Payment
Elections.Notwithstanding
the provisions of Sections 7.1 or 7.5 of the Plan, a Participant may elect on
or before December 31, 2008, the time or form of payment of amounts subject to Section 409A of the Code
provided that such election applies only to amounts that would not otherwise be
payable in the year of the election and does not cause an amount to paid in the
year of the election that would not otherwise be payable in such year.  30