EXHIBIT
      10.4


























The
      CORPORATEplan for
      RetirementSM


EXECUTIVE
      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.







CORPORATEplan
      for Retirement EXECUTIVE


BASIC
      PLAN DOCUMENT





ARTICLE
      1


ADOPTION
      AGREEMENT





ARTICLE
      2


DEFINITIONS





2.01
      - Definitions





ARTICLE
      3


PARTICIPATION





3.01
      - Date of
      Participation


3.02
      - Participation Following a
      Change in Status








ARTICLE
      4


CONTRIBUTIONS





4.01
      - Deferral
      Contributions


4.02
      - Matching
      Contributions


4.03
      - Employer
      Contributions


4.04
      - Election Forms





ARTICLE
      5


PARTICIPANTS'
      ACCOUNTS





ARTICLE
      6


INVESTMENT
      OF ACCOUNTS





6.01
      - Manner of
      Investment


6.02
      - Investment Decisions, Earnings
      and Expenses





ARTICLE
      7


RIGHT
      TO BENEFITS





7.01
      - Retirement


7.02
      - Death


7.03
      - Separation from
      Service


7.04
      - Vesting after Partial
      Distribution


7.05
      - Forfeitures


7.06
      - Change in Control


7.07
      - Disability


7.08
      - Directors





ARTICLE
      8


DISTRIBUTION
      OF BENEFITS





8.01
–
Events
      Triggering and Form of
      Distributions


8.02
      - Notice to Trustee


8.03
–
Unforeseeable
      Emergency
      Withdrawals








ARTICLE
      9


AMENDMENT
      AND
      TERMINATION





9.01
      - Amendment by
      Employer


9.02
      - Termination





ARTICLE
      10


MISCELLANEOUS





10.01
      - Communication to
      Participants


10.02
      - Limitation of
      Rights


10.03
      - Nonalienability of
      Benefits


10.04
      - Facility of
      Payment


10.05
–
Plan
      Records


10.06
      - USERRA


10.07
      - Governing Law





ARTICLE
      11


PLAN
      ADMINISTRATION





11.01
      - Powers and Responsibilities
      of the Administrator


11.02
      - Claims and Review
      Procedures














PREAMBLE








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 portion 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 under Section 3.01”
                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 under
                Section 3.01” refers only to the date the Participant becomes a
                Participant with respect to Matching or Employer
                Contributions.





(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).





For
      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 ananalogous 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.





(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 Director provided
      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).











(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.







(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.
            01Deferral
                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 15th
      day 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.




In
      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.








Article
      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.




















(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 Contributions
      and
      Employer Contributions credited after such distribution.  The balance
      of his Account attributable to Matching Contributions and Employer Contributions
      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
      1.08; 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 of such
      portion at the relevant time to the account balance of such portion 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.  Once
      payments are
      to commence to a Participant or Inactive Participant hereunder, the portion
      of
      such Account subject to the same payment commencement date but not yet vested,
      if any, (determined by his vested percentage at such payment commencement date)
      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.





7.08.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.





8.01Events
      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.





(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 (as defined in 26 CFR section
                1.409A-1(c)(2)), 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.








8.02.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.





9.01Amendment
      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)(4)(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
      therefore, and any such payment to the extent thereof, shall discharge the
      liability of the Trust for the payment of benefits hereunder to such
      recipient.





10.05. 
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.







11.02.  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.








The
      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.