EXHIBIT 10.01 The CORPORATEplan
for RetirementSMEXECUTIVE PLAN BASIC PLAN DOCUMENT IMPORTANT NOTE This document has not been approved by the Department of
Labor, the Internal Revenue Service or any other governmental entity. The
Employer must determine whether the plan is subject to the Federal securities
laws and the securities laws of the various states. The Employer may not rely
on this document to ensure any particular tax consequences or to ensure that
the Plan is unfunded and maintained primarily for the purpose of providing
deferred compensation to a select group of management or highly compensated
employees under the Employee Retirement Income Security Act with respect to
the Employers particular situation. Fidelity Management Trust Company, its affiliates
and employees cannot and do not provide legal or tax advice or opinions in
connection with this document. This document does not constitute legal or tax
advice or opinions and is not intended or written to be used, and it cannot be
used by any taxpayer, for the purposes of avoiding penalties that may be
imposed on the taxpayer. This document must be reviewed by the Employers
attorney prior to adoption. (07/2007)

ECM NQ 2007
 BPD© 2007 Fidelity Management & Research Company    CORPORATEplan for Retirement EXECUTIVE
BASIC PLAN DOCUMENT

ARTICLE 1ADOPTION
AGREEMENTARTICLE 2DEFINITIONS2.01 -
DefinitionsARTICLE 3PARTICIPATION3.01 - Date of
Participation3.02 -
Participation Following a Change in
 StatusARTICLE 4CONTRIBUTIONS4.01 - Deferral
Contributions4.02 - Matching
Contributions4.03 - Employer
Contributions4.04 - Election
FormsARTICLE 5PARTICIPANTS ACCOUNTSARTICLE 6INVESTMENT OF
ACCOUNTS6.01 - Manner
of Investment6.02 -
Investment Decisions, Earnings and
 ExpensesARTICLE 7RIGHT TO
 BENEFITS7.01 -
Retirement7.02 -
Death7.03 -
Separation from Service7.04 - Vesting
after Partial Distribution7.05 -
Forfeitures7.06 - Change
in Control7.07 -
Disability7.08 -
DirectorsARTICLE 8DISTRIBUTION OF
BENEFITS8.01 
Events Triggering and Form of
 Distributions8.02 - Notice
to Trustee8.03 
Unforeseeable Emergency Withdrawals(07/2007)
i
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research CompanyARTICLE 9AMENDMENT AND
TERMINATION9.01 -
Amendment by Employer9.02 -
TerminationARTICLE 10MISCELLANEOUS10.01 -
Communication to Participants10.02 -
Limitation of Rights10.03 -
Nonalienability of Benefits10.04 -
Facility of Payment10.05 
Plan Records10.06 -
USERRA10.07 -
Governing LawARTICLE 11PLAN
ADMINISTRATION11.01 - Powers
and Responsibilities of the
 Administrator11.02 - Claims
and Review Procedures(07/2007)
ii
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research CompanyPREAMBLE

It is the intention of the Employer to
establish herein an unfunded plan maintained solely for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees as provided in ERISA. The Employer further intends that
this Plan comply with Code section 409A, and the Plan is to be construed
accordingly.

If the Employer has previously maintained the
Plan described herein pursuant to a previously existing plan document or description,
the Employers adoption of this Plan document is an amendment and complete
restatement of, and supersedes, such previously existing document or
description with respect to benefits accrued or to be paid on or after the
effective date of this document (except to the extent expressly provided
otherwise herein).

Article 1. Adoption Agreement.

Article 2. Definitions.

2.01.
Definitions.(a)     Wherever used herein,
 the following terms have the meanings set forth below, unless a different meaning
 is clearly required by the context:(1)     Account means an
account
 established on the books of the Employer for the purpose of recording amounts
 credited to a Participant and any income, expenses, gains, or losses
 attributable thereto.(2)
Active Participantmeans a Participant who is eligible
to accrue
 benefits under a plan (other than earnings on amounts previously deferred)
 within the 24-month period ending on the date the Participant becomes a
 Participant under Section 3.01. Notwithstanding the above, however, a
 Participant is not an Active Participant if he has been paid all amounts
 deferred under the plan, provided that he was, on and before the date of the
 last payment, ineligible to continue or to elect to continue to participate
 in the plan for periods after such last payment (other than through an
 election of a different time and form of payment with respect to the amounts
 paid).(A)
For purposes of Section 4.01(d), as used in the first paragraph of
 the definition of Active Participant above, plan means an account balance
 plan (or port ion thereof) of the Employer or a Related Employer subject to
 Code section 409A pursuant to which the Participant is eligible to accrue
 benefits only if the Participant elects to defer compensation thereunder, and
 the date the Participant becomes a Participant hereunder refers only to the
 date the Participant becomes a Participant with respect to Deferral
 Contributions.(B)
For purposes of Section 8.01(a)(2), as used in the first paragraph
of
 the definition of Active Participant above, plan means an account
 balance plan (or portion thereof) of the Employer or a Related Employer
 subject to Code section 409A pursuant to which the Participant is eligible to
 accrue benefits without any election by the Participant to defer compensation
 thereunder, and the date the Participant becomes a Participant hereunder
 refers only to the date the Participant becomes a Participant with respect to
 Matching or Employer Contributions.(07/2007)
1
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research Company(3)     Administrator means
the Employer
 adopting this Plan (but excluding Related Employers) or other person
 designated by the Employer in Section 1.01(c).(4)     Adoption Agreement
means Article
 1, under which the Employer establishes and adopts or amends the Plan and
 selects certain provisions of the Plan. The provisions of the Adoption
 Agreement are an integral part of the Plan.(5)     Beneficiary means the
person or
 persons entitled under Section 7.02 to receive benefits under the Plan upon
 the death of a Participant.(6)     Bonus means any
Performance -based
 Bonus or any Non-performance-based Bonus as listed and identified in the
 table in Section 1.05(a)(2) hereof.(7)     Change in Control
means a change
 in control with respect to the applicable corporation, as defined in 26 CFR
 section 1.409A-3(i)(5). For purposes of this definition applicable
 corporation means:(A)
The corporation for which the Participant is performing services at
 the time of the change in control event;(B)
The corporation(s) liable for payment hereunder (but only if either
 the accrued benefit hereunder is attributable to the performance of service
 by the Participant for such corporation(s) or there is a bona fide business
 purpose for such corporation(s) to be liable for such payment and, in either
 case, no significant purpose of making such corporation(s) liable for such benefit
 is the avoidance of Federal income tax); or(C)
A corporate majority shareholder of one of the corporations
described
 in (A) or (B) above or any corporation in a chain of corporations in which
 each corporation is a majority shareholder of another corporation in the
 chain, ending in a corporation identified in (A) or (B) above.(8)     Code means the
Internal Revenue
 Code of 1986, as amended from time to time.(9)     Compensation means
for purposes of
 Article 4:(A)
If the Employer elects Section 1.04(a), such term as defined in
such
 Section 1.04(a).(B)
If the Employer elects Section 1.04(b), wages as defined in Code
 section 3401(a) and all other payments of compensation to an Employee by the
 Employer (in the course of the Employers trade or business) for which the
 Employer is required to furnish the Employee a written statement under Code
 sections 6041(d) and 6051(a)(3), excluding any items elected by the Employer
 in Section 1.04(b), reimbursements or other expense allowances, fringe
 benefits (cash and non-cash), moving expenses, deferred compensation and
 welfare benefits, but including amounts that are not includable in the gross
 income of the Employee under a salary reduction agreement by reason of the
 application of Code section 125, 132(f)(4), 402(e)(3), 402(h) or 403(b).
 Compensation shall be determined without regard to any rules under Code
 section 3401(a) that limit the remuneration included in wages based on the
 nature or location of the employment or the services performed (such as the
 exception for agricultural labor in Code section 3401(a)(2)).(C)
If the Employer elects Section 1.04(c), any and all monetary
 remuneration paid to the Director by the Employer, including, but not limited
 to, meeting fees and annual retainers, and excluding items listed in Section
 1.04(c).(07/2007)
2
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research CompanyFor purposes of this Section 2.01(a)(9), Compensation shall also
 include amounts deferred pursuant to an election under Section 4.01.(10)     Deferral
Contribution means a
 hypothetical contribution credited to a Participants Account as the result
 of the Participants election to reduce his Compensation in exchange for such
 credit, as described in Section 4.01.(11)     Director means a
person, other
 than an Employee, who is elected or appointed as a member of the board of
 directors of the Employer, with respect to a corporation, or to an analogous
 position with respect to an entity that is not a corporation.(12)     Disability is
described in
 Section 1.07(a)(2).(13)     Employee means any
employee of
 the Employer.(14)     Employer means the
employer named
 in Section 1.02(a) and any Related Employers listed in Section 1.02(b).(15)     Employer
Contribution means a
 hypothetical contribution credited to a Participants Account under the Plan
 as a result of the Employers crediting of such amount, as described in
 Section 4.03.(16)     Employment Commencement
Date
 means the date on which the Employee commences employment with the Employer.(17)     ERISA means the
Employee
 Retirement Income Security Act of 1974, as from time to time amended.(18)     Inactive Participant
means a
 Participant who is not an Employee or Director.(19)     Matching
Contribution means a
 hypothetical contribution credited to a Participants Account under the Plan
 as a result of the Employers crediting of such amount, as described in
 Section 4.02.(20)     Non-performance-based
Bonus
 means any Bonus listed under the column entitled non-performance based in
 Section 1.05(a)(2).(21)     Participant means
any Employee or
 Director who participates in the Plan in accordance with Article 3 (or
 formerly participated in the Plan and has an amount credited to his Account).(22)     Performance-based
Bonus means any
 Bonus listed under the column entitled performance based in Section 1.
 05(a)(2), which constitutes compensation, the amount of, or entitlement to,
 which is contingent on the satisfaction of pre-established organizational or
 individual performance criteria relating to a performance period of at least
 12 consecutive months and which is further defined in 26 CFR section
 1.409A-1(e).(23)     Permissible
Investment means the
 investments specified by the Employer as available for hypothetical
 investment of Accounts. The Permissible Investments under the Plan are listed
 in the Service Agreement, and the provisions of the Service Agreement listing
 the Permissible Investments are hereby incorporated herein.(24)     Plan means the plan
established
 by the Employer as set forth herein as a new plan or as an amendment to an
 existing plan, such establishment to be evidenced by the Employers execution
 of the Adoption Agreement, together with any and all amendments hereto.(07/2007)
3
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research Company(25)     Related Employer
means any
 employer other than the Employer named in Section 1.02(a), if the Employer
 and such other employer are members of a controlled group of corporations (as
 defined in Code section 414(b)) or trades or businesses (whether or not
 incorporated) under common control (as defined in Code section 414(c)).(26)     Separation from
Service means
 the date the Participant retires or otherwise has a termination of employment
 (or a termination of the contract pursuant to which the Participant has
 provided services as a Director, for a Director Participant) with the
 Employer and all Related Employers, as further defined in 26 CFR section
 1.409A-1(h); provided, however, that(A)    For purposes of this paragraph
 (26), the definition of Related Employer shall be modified as follows:(i)    In applying Code section 1563(a)(1), (2) and (3) for purposes of
 determining a controlled group of corporations under Code section 414(b), the
 phrase at least 50% shall be used instead of at least 80 percent each
 place at least 80 percent appears in Code section 1563(a)(1), (2) and (3);
 and(ii)     In applying 26 CFR section 1.414(c)-2 for purposes of
 determining trades or business (whether or not incorporated) under common
 control for purposes of Code section 414(c), the phrase at least 50% shall
 be used instead of at least 80 percent each place at least 80 percent
 appears in 26 CFR section 1.414(c) -2.(B)     In the event a Participant
provides
 services to the Employer or a Related Employer as an Employee and a Director,(i)     The Employee Participants services as a Director are not
taken
 into account in determining whether the Participant has a Separation from
 Service as an Employee; and(ii)     The Director Participants services as an Employee are
not taken
 into account in determining whether the Participant has a Separation from
 Service as a Directorprovided that this Plan is not aggregated with a plan subject to
Code
 section 409A in which the Director Participant participates as an employee of
 the Employer or a Related Employer or in which the Employee Participant
 participates as a director (or a similar position with respect to a
 non-corporate entity) of the Employer or a Related Employer, as applicable,
 pursuant to 26 CFR section 1.409A-1(c)(2)(ii).(27)    Service Agreement
means the
 agreement between the Employer and Trustee regarding the arrangement between
 the parties for recordkeeping services with respect to the Plan.(28)    Specified Employee,
(unless
 defined by the Employer in a separate writing, in which case such writing is
 hereby incorporated herein) means a Participant who meets the requirements in
 26 CFR section 1.409A-1(i) applying the default definition components
 provided in such regulation (those that would apply absent elections, as
 described in 26 CFR section 1.409A-1(i)(8)), including an identification date
 of December 31. In the event that such default definition components are applicable,
 the Employer has elected Section 1.01(b)(2) and, immediately prior to the
 date in Section 1.01(b)(2), the Plan applied an identification date (the
 prior date) other than the December 31, the prior date shall continue to
 apply, and December 31 shall not apply, until the date that is 12 months
 after the date in Section 1.01(b)(2(07/2007)
4
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research Company(29)     Trust means the
trust created by
 the Employer, pursuant to the Trust agreement between the Employer and the
 Trustee, under which assets are held, administered, and managed, subject to
 the claims of the Employers creditors in the event of the Employers
 insolvency, until paid to Participants and their Beneficiaries as specified
 in the Plan.(30)     Trust Fund means the
property
 held in the Trust by the Trustee.(31)     Trustee means the
individual(s)
 or entity appointed by the Employer under the Trust agreement.(32)     Unforeseeable
Emergency is as
 defined in 26 CFR section 1.409A -3(i)(3)(i).(33)     Year of Service is
as defined in
 Section 7.03(b) for purposes of the elapsed time method and in Section
 7.03(c) for purposes of the class year method.(b)     Pronouns used in the Plan are in the masculine gender but
include
 the feminine gender unless the context clearly indicates otherwise.Article 3. Participation.

3.01. Date of Participation.
An Employee or Director becomes a Participant on the date such Employees or
Directors participation becomes effective (as described in Section 1.03).

3.02. Participation following a Change in
Status.

(a) If a Participant ceases to be an Employee or Director and
 thereafter resumes the same status he had as a Participant during his immediately
 previous participation in the Plan (as an Employee if previously a
 Participant as an Employee and as a Director if previously a Participant as a
 Director), he will again become a Participant immediately upon resumption of
 such status, provided, however, that if such Participant is a Director, he is
 an eligible Director upon resumption of such status (as defined in Section
 1.03(b)), and provided, further, that if such Participant is an Employee, he
 is an eligible Employee upon resumption of such status (as defined in Section
 1.03(a)). Deferral Contributions to such Participants Account thereafter, if
 any, shall be subject to (1) or (2) below.(1) If the Participant resumes such status during a period for
which
 such Participant had previously made a valid deferral election pursuant to
 Section 4.01, he shall immediately resume such Deferral Contributions.
 Deferral Contributions applicable to periods thereafter shall be made
 pursuant to the election and other rules described in Section 4.01.(2) If the Participant resumes such status after the period
described
 in the first sentence of paragraph (1) of this Section 3.02, any Deferral
 Contributions with respect to such Participant shall be made pursuant to the
 election and other rules described in Section 4.01.(b) When an individual who is a Participant due to his status as an
 eligible Employee (as defined in Section 1.03(a)) continues in the employ of
 the Employer or Related Employer but ceases to be an eligible Employee, the
 individual shall not receive an allocation of Matching or Employer
 Contributions for the period during which he is not an eligible Employee.
 Such Participant shall continue to make Deferral Contributions throughout the
 remainder of the applicable period (as described in Section 4.01) in which
 such change in status occurs, if, and as, applicable.(07/2007)
5
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research Company(c) When an
 individual who is a Participant due to his status as an eligible Director (as
 defined in Section 1.03(b)) continues his directorship with the Employer or a
 Related Employer but ceases to be an eligible Director, the individual shall
 not receive an allocation of Matching or Employer Contributions for the
 period during which he is not an eligible Director. Such Participant shall
 continue to make Deferral Contributions throughout the remainder of the
 applicable period (as described in Section 4.01) in which such change in
 status occurs, if, and as, applicable.Article 4. Contributions.

4. 01
Deferral Contributions.If elected by the Employer pursuant to Section 1.05(a) and/or 1.06(a), a
 Participant described in such applicable Section may elect to reduce his
 Compensation by a specified percentage or dollar amount. The Employer shall
 credit an amount to the Participants Account equal to the amount of such
 reduction. Except as otherwise provided in this Section 4.01, such election
 shall be effective to defer Compensation relating to all services performed
 in the calendar year beginning after the calendar year in which the
 Participant executes the election. Under no circumstances may a salary
 reduction agreement be adopted retroactively. If the Employer has elected to
 apply Section 1.05(a)(2), no amount will be deducted from Bonuses unless the
 Participant has made a separate deferral election applicable to such Bonuses.
 A Participants election to defer Compensation may be changed at any time before
 the last permissible date for making such election, at which time such
 election becomes irrevocable. Notwithstanding anything herein to the
 contrary, the conditions under which a Participant may make a deferral
 election as provided in the applicable salary reduction agreement are hereby
 incorporated herein and supersede any otherwise inconsistent Plan provision.(a)
Performance Based Bonus.With respect to a Performance-based Bonus, a separate election made
 pursuant to Section 1.05(a)(2) will be effective to defer such Bonus if made
 no later than 6 months before the end of the period during which the services
 on which such Performance-based Bonus is based are performed.(b)
Fiscal Year Bonus.With respect to a Bonus relating to a period of service coextensive with
 one or more consecutive fiscal years of the Employer, of which no amount is
 paid or payable during the service period, a separate election pursuant to
 Section 1.05(a)(2) will be effective to defer such Bonus if made no 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 Bonus is
 payable.(c)
Cancellation of Salary Reduction Agreement.(1) The Administrator may cancel a Participants salary
reduction
 agreement pursuant to the provisions of 26 CFR section 1.409A-3(j)(4)(viii)
 in connection with the Participants Unforeseeable Emergency. To the extent
 required pursuant to the application of 26 CFR section 1.401(k)-1(d)(3) (or
 any successor thereto), a Participants salary reduction agreement shall be
 automatically cancelled.(2) The Administrator may cancel a Participants salary
reduction
 agreement pursuant to the provisions of 26 CFR section 1.409A-3(j)(4)(xii) in
 connection with the Participants disability. Such cancellation must occur by
 the later of the end of the Participants taxable year or the 15thday
 of the third month following the date the Participant incurs a disability.
 For purposes of this paragraph (2), a disability is any medically
 determinable physical or mental impairment resulting in the Participants
 inability to perform the duties of his or her position or any substantially
 similar position, where such impairment can be expected to result in death or
 can be expected to last for a continuous period of not less than six months.(07/2007)
6
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research CompanyIn no event may the Participant, directly or indirectly, elect
such a
 cancellation. A cancellation pursuant to this subsection (c) shall apply only
 to Compensation not yet earned.(d)
Initial Deferral Election.Notwithstanding the above, if the Participant is not an Active
 Participant, the Participant may make an election to defer Compensation
 within 30 days after the Participant becomes a Participant, which election
 shall be effective with respect to Compensation payable for services
 performed during the calendar year (or other deferral period described in (a)
 or (b) above, as applicable) and after the date of such election. For
 Compensation that is earned based upon a specified performance period (e.g.,
 an annual bonus) an election pursuant to this subsection (d) will be
 effective to defer an amount equal to the total amount of the Compensation
 for the performance 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.4.02. Matching Contributions.If
 so provided by the Employer in Section 1.05(b) and/or 1.06(b)(1), the
 Employer shall credit a Matching Contribution to the Account of each
 Participant entitled to such Matching Contribution. The amount of the
 Matching Contribution shall be determined in accordance with Section 1.05(b)
 and/or 1.06(b)(1), as applicable, provided, however, that the Matching
 Contributions credited to the Account of a Participant pursuant to Section
 1.05(b)(2) shall be limited pursuant to (a) and (b) below:(a) The sum of Matching Contributions made on behalf of a
Participant
 pursuant to Section 1.05(b)(2) for any calendar year and any other benefits
 the Participant accrues pursuant to another plan subject to Code section 409A
 as a result of such Participants action or inaction under a qualified plan
 with respect to elective deferrals and other employee pre-tax contributions
 subject to the contribution restrictions under Code section 401(a)(30) or
 402(g) shall not result in an increase in the amounts deferred under all
 plans subject to Code section 409A in which the Participant participates in
 excess of the limit with respect to elective deferrals under Code section
 402(g)(1)(A), (B) and (C) in effect for the calendar year in which such
 action or inaction occurs; and(b) The Matching Contributions made on behalf of a Participant
 pursuant to Section 1.05(b)(2) shall never exceed 100% of the matching
 amounts that would be provided under the qualified employer plan identified
 in Section 1.05(b)(2) absent any plan-based restrictions that reflect limits
 on qualified plan contributions under the Code.4.03. Employer Contributions.If
so provided by the Employer in Section 1.05(c)(1) and/or 1.06(b)(2), the
Employer shall make an Employer Contribution to be credited to the Account of each
Participant entitled thereto in the amount provided in such Section(s). If so
provided by the Employer in Section 1.05(c)(2) and/or 1.06(b)(3), the Employer
may make an Employer Contribution to be credited to the Account maintained on
behalf of any Participant in such an amount as the Employer, in its sole
discretion, shall determine, subject to the provisions of the applicable
Section.

4.04. Election Forms.Notwithstanding
anything herein to the contrary, the terms of an election form with respect to
the conditions under which a Participant may make any election hereunder, as
provided in such form (whether electronic or otherwise) are hereby incorporated
herein and supersede any otherwise inconsistent Plan provision.

Article 5. Participants Accounts.The
Administrator will maintain an Account for each Participant, reflecting
hypothetical contributions credited to the Participant, along with hypothetical
earnings, expenses, gains and losses, pursuant to the terms hereof. A
hypothetical contribution shall be credited to the Account of a Participant on
the date determined by the Employer and accepted by the Plan recordkeeper. The
Administrator will maintain such other accounts and records as it deems
appropriate to the discharge of its duties under the Plan.

(07/2007)
7
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research CompanyArticle 6. Investment of Accounts.

6.01. Manner of Investment.All
amounts credited to the Accounts of Participants shall be treated as though
invested and reinvested only in Permissible Investments.

6.02. Investment Decisions, Earnings and
Expenses.Investments in which the Accounts of
Participants shall be treated as invested and reinvested shall be directed by
the Employer or by each Participant, or both, in accordance with Section 1.09.
All dividends, interest, gains, and distributions of any nature that would be
earned on a Permissible Investment will be credited to the Account as though
reinvested in additional shares of that Permissible Investment. Expenses that would
be attributable to such investments shall be charged to the Account of the
Participant.

Article 7. Right to Benefits.

7.01. Retirement.If
provided by the Employer in Section 1.08(e)(1), the Account of a Participant or
an Inactive Participant who attains retirement eligibility prior to a
Separation from Service will be 100% vested.

7.02. Death.If
provided by the Employer in Section 1.08(e)(2), the Account of a Participant or
former Participant who dies before the distribution of his entire Account will
be 100% vested, provided that at the time of his death he is earning Years of
Service.

A Participant may designate a Beneficiary or Beneficiaries, or
change
any prior designation of Beneficiary or Beneficiaries, by giving notice to the
Administrator on a form designated by the Administrator. If more than one
person is designated as the Beneficiary, their respective interests shall be as
indicated on the designation form.

A copy of the death certificate or other sufficient documentation
must
be filed with and approved by the Administrator. If upon the death of the
Participant there is, in the opinion of the Administrator, no designated
Beneficiary for part or all of the Participants Account, such amount will be
paid to his surviving spouse or, if none, to his estate (such spouse or estate
shall be deemed to be the Beneficiary for purposes of the Plan). If a
Beneficiary dies after benefits to such Beneficiary have commenced, but before
they have been completed, and, in the opinion of the Administrator, no person
has been designated to receive such remaining benefits, then such benefits
shall be paid to the deceased Beneficiarys estate.

A distribution to a Beneficiary of a Specified Employee is not
considered to be a payment to a Specified Employee for purposes of Sections
1.07 and 8.01(e).

7.03. Separation from Service.

(a)
General.If
 provided by the Employer in Section 1.08, and subject to Section 1.08(e)(2),
 if a Participant has a Separation from Service, he will be entitled to a
 benefit equal to (i) the vested percentage(s) of the value of the Matching
 and Employer Contributions credited to his Account, as adjusted for income,
 expense, gain, or loss, such percentage(s) determined in accordance with the
 vesting schedule(s) and methodology selected by the Employer in Section 1.08,
 and (ii) the value of the Deferral Contributions to his Account as adjusted
 for income, expense, gain, or loss. The amount payable under this Section
 7.03 will be distributed in accordance with Article 8.(07/2007)
8
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research Company(b)
Elapsed Time Vesting.Unless otherwise provided by the Employer in Section 1.08, vesting shall
 be determined based on the elapsed time method. For purposes of the elapsed
 time method, Years of Service means, with respect to any Participant or
 Inactive Participant, the number of whole years of his periods of service
 with the Employer and any Related Employers (as defined in Section
 2.01(a)(26)(A)), subject to any exclusion elected by the Employer in Section
 1.08(c). A Participant or Inactive Participant will receive credit for the
 aggregate of all time period(s) commencing with his Employment Commencement
 Date and ending on the date a break in service begins, unless any such years
 are excluded by Section 1.08(c). A Participant or Inactive Participant will
 also receive credit for any period of severance of less than 12 consecutive
 months. Fractional periods of a year will be expressed in terms of days.A break in service is a period of severance of at least 12
 consecutive months. A period of severance is a continuous period of time
 beginning on the date the Participant or Inactive Participant incurs a
 Separation from Service, or if earlier, the 12-month anniversary of the date
 on which the Participant or Inactive Participant was otherwise first absent
 from service.Notwithstanding the above, the Employer shall comply with any
service
 crediting rules to the extent required by applicable law.(c)
Class Year Vesting.If provided by the
 Employer in Section 1.08, a Participants or Inactive Participants vested
 percentage in the Matching Contributions and/or Employer Contributions
 portion(s) of his Account shall be determined pursuant to the class year
 method. Pursuant to such method, amounts attributable to the applicable
 contribution types are assigned to class years established in the records
 of the Plan. Such class years are years (calendar or non-calendar) to which
 the contribution is assigned by the Administrator, as described in the
 Service Agreement between the Trustee and the Employer. The Participants or
 Inactive Participants vested percentage in amounts attributable to a
 particular contribution is determined from the beginning of the applicable
 class year to the date the Participant or Inactive Participant incurs a
 Separation from Service. For purposes of the class year method, a Participant
 or Inactive Participant is credited with a Year of Service on the first day
 of each such class year.7.04. Vesting after Partial Distribution.If a distribution from a Participants Account has
been made to him at a time when his Account is less than 100% vested, the
vesting schedule in Section 1.08 will thereafter apply only to amounts in his
Account attributable to Matching and Employer Contributions credited after such
distribution. The balance of his Account immediately after such distribution
will be subject to the following for the purpose of determining his interest
therein.

At any relevant time prior to a forfeiture of any portion thereof
under
Section 7.05, a Participants nonforfeitable interest in the portion of his
Account described in the sentence immediately above will be equal to P(AB +
(RxD))-(RxD), where P is the nonforfeitable percentage at the relevant time
determined under Section 7.05; AB is the account balance of such portion at the
relevant time; D is the amount of the distribution; and R is the ratio of the
account balance at the relevant time to the account balance after distribution.
Following a forfeiture of any portion of such portion under Section 7.05 below,
any balance with respect to such portion will remain fully vested and
nonforfeitable.

7.05. Forfeitures.If
a Participant has a Separation from Service, any portion of his Account
(including any amounts credited after his Separation from Service) not payable
to him under Section 7.03 will be forfeited by him.

7.06. Change in Control.If
the Employer has elected to apply Section 1.07(a)(3)(D), then, upon a Change in
Control, notwithstanding any other provision of the Plan to the contrary, all
Participant Accounts shall be 100% vested.

7.07. Disability.If
the Employer has elected to apply Section 1.08(e)(3), then, upon the date a
Participant incurs a Disability, as defined in Section 1.07(a)(2),
notwithstanding any other provision of the Plan to the contrary, all Accounts
of such Participant shall be 100% vested.

(07/2007)
9
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research Company7.08. Directors.Notwithstanding
any other provision of the Plan to the contrary, all Accounts of a Participant
who is a Director shall be 100% vested at all times, including Accounts
attributable to the Participants service as an Employee, if any.

Article 8. Distribution of Benefits.

8.01 Events Triggering, and Form of,
Distributions.

(a)
Events triggering the distribution of benefits and the form of such
 distributions are described in Section 1.07(a), pursuant to the Employers
 election and/or the Participants election, as applicable.(1)
With respect to the form and time of distribution of amounts
 attributable to a Deferral Contribution, a Participant election must be made
 no later than the time by which the Participant must elect to make a Deferral
 Contribution, as described in Section 4.01.(2)
With respect to the form and time of distribution of amounts
 attributable to Matching or Employer Contributions, a Participant election
 must be made no later than the time by which a Participant would be required
 to make a Deferral Contribution as described in Section 4.01 with respect to
 the calendar year for which the Matching and/or Employer Contributions are
 credited. For purposes of applying Section 4.01(d) Active Participant shall
 have the meaning assigned in Section 2.01(a)(2)(B).(3)
Notwithstanding anything herein to the contrary, an election
choosing
 a distribution trigger and payment method pursuant to Section 1.07(a)(1) will
 only be effective with respect to amounts attributable to contributions
 credited to the Participants Account for the calendar year (or other
 deferral period described in 4.01(a) or (b)) to which such election relates.
 Amounts attributable to contributions credited to a Participants account
 prior to the effective date of any new election will not be affected and will
 be paid in accordance with the otherwise applicable election.(b)
If the Employer elects to permit a distribution election change
 pursuant to Section 1.07(b), then any such distribution election change must
 satisfy (1) through (3) below:(1)
Such
 election may not take effect until at least 12 months after the date on which
 such election is made.(2)
In the case
 of an election related to a payment not on account of Disability, death or
 the occurrence of an Unforeseeable Emergency, the payment with respect to
 which such election is made must be deferred for a period of not less than
 five years from the date such payment would otherwise have been paid (or in
 the case of installment payments, five years from the date the first amount
 was scheduled to be paid).(3)
Any election
 related to a payment at a specified time or pursuant to a fixed schedule may
 not be made less than 12 months prior to the date the payment is scheduled to
 be paid (or in the case of installment payments, 12 months prior to the date
 the first amount was scheduled to be paid).With respect
 to any initial distribution election, a Participant shall in no event be
 permitted to make more than one distribution election change.(07/2007)
10
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research Company(c)
A
 Participants entitlement to installments will not be treated as an
 entitlement to a series of separate payments.(d)
If the Plan
 does not provide for Plan-level payment triggers pursuant to Section
 1.07(a)(3), and the Participant does not designate in the manner prescribed
 by the Administrator the method of distribution, and/or the distribution
 trigger (if and as required), such method of distribution shall be a lump sum
 at Separation from Service.(e)
Notwithstanding
 anything herein to the contrary, with respect to any Specified Employee, if
 the applicable payment trigger is Separation from Service, then payment shall
 not commence before the date that is six months after the date of Separation
 from Service (or, if earlier, the date of death of the Specified Employee,
 pursuant to Section 7.02). Payments to which a Specified Employee would
 otherwise be entitled during the first six months following the date of
 Separation from Service are delayed by six months.(f)
Notwithstanding
 anything herein to the contrary, the Administrator may, in its discretion,
 automatically pay out a Participants vested Account in a lump sum, provided
 that such payment satisfies the requirements in (1) through (3) below:(1)
Such payment
 results in the termination and liquidation of the entirety of the
 Participants interest under the Plan, including all agreements, methods,
 programs, or other arrangements with respect to which deferrals of
 compensation are treated as having been deferred under a single nonqualified
 deferred compensation plan under 26 CFR section 1.409A-1(c)(2);(2)
Such payment
 is not greater than the applicable dollar amount under Code section
 402(g)(1)(B); and(3)
Such
 exercise of Administrator discretion is evidenced in writing no later than
 the date of such payment.(g)
Notwithstanding
 anything herein to the contrary, the Administrator may, in its discretion,
 delay a payment otherwise required hereunder to a date after the designated
 payment date due to any of the circumstances described in (1) through (4)
 below, provided that the Administrator treats all payments to similarly
 situated Participants on a reasonably consistent basis.(1)
In the event
 the Administrator reasonably anticipates that, if the payment were made as
 scheduled, the Employers deduction with respect to such payment would not be
 permitted due to the application of Code section 162(m), provided the delay
 complies with the conditions in 26 CFR section 1.409A-2(b)(7)(i).(2)
In the event
 the Administrator reasonably anticipates that the making of such payment will
 violate Federal securities laws or other applicable law, provided the delay
 complies with the conditions in 26 CFR section 1.409A-2(b)(7)(ii).(3)
Upon such
 other events and conditions as the Commissioner of the Internal Revenue
 Service may prescribe in generally applicable guidance published in the
 Internal Revenue Bulletin.(4)
Upon a
 change in control event, provided the delay complies with conditions in 26
 CFR section 1.409A-3(i)(5)(iv).(h)
Notwithstanding
 anything herein to the contrary, the Administrator may provide an election to
 change the time or form of a payment hereunder to satisfy the requirements of
 the Uniformed Services Employment and Reemployment Rights Act of 1994, as
 amended, 38 USC sections 4301 through 4344.(07/2007)
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ECM NQ 2007
 BPD© 2007 Fidelity Management & Research Company8.02. Notice to Trustee.The
Administrator will provide direction to the Trustee, as provided in the Trust
agreement, whenever any Participant or Beneficiary is entitled to receive
benefits under the Plan. The Administrators notice shall indicate the form,
amount and frequency of benefits that such Participant or Beneficiary shall
receive.

8.03. Unforeseeable Emergency Withdrawals.Notwithstanding anything herein to the contrary, a
Participant may apply to the Administrator to withdraw some or all of his
Account if such withdrawal is made on account of an Unforeseeable Emergency as
determined by the Administrator in accordance with the requirements of and
subject to the limitations provided in 26 CFR section 1.409A-3(i)(3).

Article 9. Amendment and Termination.

9.01 Amendment by Employer.The
Employer reserves the authority to amend the Plan in its discretion. Any such
amendment notwithstanding, no Participants Account shall be reduced by such
amendment below the amount to which the Participant would have been entitled if
he had voluntarily left the employ of the Employer immediately prior to the
date of the change.

9.02. Termination.The
Employer has no obligation or liability whatsoever to maintain the Plan for any
length of time and may terminate the Plan at any time by written notice
delivered to the Trustee without any liability hereunder for any such
discontinuance or termination. Such termination shall comply with 26 CFR
section 1.409A-3(j)(ix) and other applicable guidance.

Article 10. Miscellaneous.

10.01. Communication to Participants.The
Plan will be communicated to all Participants by the Employer promptly after
the Plan is adopted.

10.02. Limitation of Rights.Neither
the establishment of the Plan and the Trust, nor any amendment thereof, nor the
creation of any fund or account, nor the payment of any benefits, will be
construed as giving to any Participant or other person any legal or equitable
right against the Employer, Administrator or Trustee, except as provided
herein; in no event will the terms of employment or service of any individual
be modified or in any way affected hereby.

10.03. Nonalienability of Benefits.The
benefits provided hereunder will not be subject to alienation, assignment,
garnishment, attachment, execution or levy of any kind, either voluntarily or
involuntarily, and any attempt to cause such benefits to be so subjected will
not be recognized, except to such extent as may be required by law and as
provided pursuant to a domestic relations order (defined in Code section
414(p)(1)(B)), as determined by the Administrator. Pursuant to a domestic
relations order, payments may be accelerated to a time sooner, and pursuant to
a schedule more rapid, than the time and schedule applicable in the absence of
the domestic relations order, provided that such payment pursuant to such order
is not made to the Participant and provided further that this provision shall
not be construed to provide the Participant discretion regarding whether such
payment time or schedule will be accelerated.

10.04. Facility of Payment.In
the event the Administrator determines, on the basis of medical reports or
other evidence satisfactory to the Administrator, that the recipient of any
benefit payments under the Plan is incapable of handling his affairs by reason
of minority, illness, infirmity or other incapacity, the Administrator may
disburse such payments, or direct the Trustee to disburse such payments, as
applicable, to a person or institution designated by a court which has jurisdiction
over such recipient or a person or institution otherwise having the legal
authority under State law for the care and control of such recipient. The
receipt by such person or institution of any such payments shall be complete
acquittance therefor, and any such payment to the extent thereof, shall
discharge the liability of the Trust for the payment of benefits hereunder to
such recipient.

(07/2007)
12
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research Company10.05. Plan Records.The
Administrator shall maintain the records of the Plan on a calendar-year basis.

10.06. USERRA.Notwithstanding
anything herein to the contrary, the Administrator shall permit any Participant
election and make any payments hereunder required by the Uniformed Services
Employment and Reemployment Rights Act of 1994, as amended, 38 USC 4301-4334.

10.07. Governing Law.The
Plan and the accompanying Adoption Agreement will be construed, administered
and enforced according to ERISA, and to the extent not preempted thereby, the
laws of the State in which the Employer has its principal place of business,
without regard to the conflict of laws principles of such State.

Article 11. Plan Administration.

11.01. Powers and Responsibilities of the
Administrator.The Administrator has the full
power and the full responsibility to administer the Plan in all of its details,
subject, however, to the applicable requirements of ERISA. The Administrators
powers and responsibilities include, but are not limited to, the following:

(a) To make and enforce such rules and regulations as it deems
 necessary or proper for the efficient administration of the Plan;(b) To interpret the Plan, its interpretation thereof in good faith
 to be final and conclusive on all persons claiming benefits under the Plan;(c) To decide all questions concerning the Plan and the eligibility
 of any person to participate in the Plan;(d) To administer the claims and review procedures specified in
 Section 11.02;(e) To compute the amount of benefits which will be payable to any
 Participant, former Participant or Beneficiary in accordance with the
 provisions of the Plan;(f) To determine the person or persons to whom such benefits will
be
 paid;(g) To authorize the payment of benefits;(h) To appoint such agents, counsel, accountants, and consultants
as
 may be required to assist in administering the Plan; and(i) By written instrument, to allocate and delegate its
 responsibilities, including the formation of an administrative committee to
 administer the Plan.(07/2007)
13
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research Company11.02. Claims and Review Procedures.

(a) Claims Procedure. If any person believes he is being
 denied any rights or benefits under the Plan, such person may file a claim in
 writing with the Administrator. If any such claim is wholly or partially
 denied, the Administrator will notify such person of its decision in writing.
 Such notification will contain (i) specific reasons for the denial, (ii)
 specific reference to pertinent Plan provisions, (iii) a description of any
 additional material or information necessary for such person to perfect such
 claim and an explanation of why such material or information is necessary,
 and (iv) information as to the steps to be taken if the person wishes to
 submit a request for review, including a statement of the such persons right
 to bring a civil action under ERISA section 502(a) following as adverse
 determination upon review. Such notification will be given within 90 days
 after the claim is received by the Administrator (or within 180 days, if
 special circumstances require an extension of time for processing the claim,
 and if written notice of such extension and circumstances is given to such
 person within the initial 90-day period).If the claim concerns disability benefits under the Plan, the Plan
 Administrator must notify the claimant in writing within 45 days after the
 claim has been filed in order to deny it. If special circumstances require an
 extension of time to process the claim, the Plan Administrator must notify
 the claimant before the end of the 45-day period that the claim may take up
 to 30 days longer to process. If special circumstances still prevent the
 resolution of the claim, the Plan Administrator may then only take up to
 another 30 days after giving the claimant notice before the end of the
 original 30-day extension. If the Plan Administrator gives the claimant
 notice that the claimant needs to provide additional information regarding
 the claim, the claimant must do so within 45 days of that notice.(b) Review Procedure. Within 60 days after the date on
which a
 person receives a written notice of a denied claim (or, if applicable, within
 60 days after the date on which such denial is considered to have occurred),
 such person (or his duly authorized representative) may (i) file a written
 request with the Administrator for a review of his denied claim and of
 pertinent documents and (ii) submit written issues and comments to the
 Administrator. This written request may include comments, documents, records,
 and other information relating to the claim for benefits. The claimant shall
 be provided, upon the claimants request and free of charge, reasonable
 access to, and copies of, all documents, records, and other information
 relevant to the claim for benefits. The review will take into account all
 comments, documents, records, and other information submitted by the claimant
 relating to the claim, without regard to whether such information was
 submitted or considered in the initial benefit determination. The
 Administrator will notify such person of its decision in writing. Such
 notification will be written in a manner calculated to be understood by such
 person and will contain specific reasons for the decision as well as specific
 references to pertinent Plan provisions. The decision on review will be made
 within 60 days after the request for review is received by the Administrator
 (or within 120 days, if special circumstances require an extension of time
 for processing the request, such as an election by the Administrator to hold
 a hearing, and if written notice of such extension and circumstances is given
 to such person within the initial 60-day period). The extension notice shall
 indicate the special circumstances requiring an extension of time and the
 date by which the Plan expects to render the determination on review.If the initial claim was for disability benefits under the Plan and
 has been denied by the Plan Administrator, the claimant will have 180 days
 from the date the claimant received notice of the claims denial in which to
 appeal that decision. The review will be handled completely independently of
 the findings and decision made regarding the initial claim and will be
 processed by an individual who is not a subordinate of the individual who
 denied the initial claim. If the claim requires medical judgment, the
 individual handling the appeal will consult with a medical professional whom
 was not consulted regarding the initial claim and who is not a subordinate of
 anyone consulted regarding the initial claim and identify that medical
 professional to the claimant.(07/2007)
14
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research CompanyThe Plan Administrator shall provide the claimant with written
 notification of a plans benefit determination on review. In the case of an
 adverse benefit determination, the notification shall set forth, in a manner
 calculated to be understood by the claimant the specific reason or reasons
 for the adverse determinations, reference to the specific plan provisions on
 which the benefit determination is based, a statement that the claimant is
 entitled to receive, upon the claimants request and free of charge,
 reasonable access to, and copies of, all documents, records, and other
 information relevant to the claim for benefits.(07/2007)
15
ECM NQ 2007
 BPD© 2007 Fidelity Management & Research Company