Exhibit 10.1


    
      

    


    Exhibit
      10.1

    


    OREGON
      PACIFIC
      BANCORP
      2006 NON-EMPLOYEE DIRECTOR 

    DEFERRED
      COMPENSATION PLAN

    


    This
      Oregon Pacific Bancorp Director Non-Employee Deferred Compensation Plan (the
      "Plan"), is hereby established on and as of the date of adoption of the Plan
      by
      the Board of Directors. The Plan, as structured, is designed to provide
      non-employee directors with the opportunity to defer payment of their directors'
      fees in accordance with the provisions of this Plan.  It is the intention
      of Oregon Pacific Bancorp and it is the understanding of the Directors
      participating in the Plan, that the Plan constitutes a nonqualified deferred
      compensation plan under the provisions of Section 409A of the Code and
      applicable regulations issued thereunder.

    


    ARTICLE
      I
      - DEFINITIONS

    


    For
      the
      purposes hereof, the following words and phrases shall have the meanings
      indicated.

    


    1.1    "ACCOUNT"
      shall mean the bookkeeping account established in accordance with Article II
      hereof, including the Interest Bearing Account, the Common Stock Account, and
      the Dividend Account.

    


    1.2    ”BENEFICIARY"
      shall mean any person designated by a Participant in accordance with the Plan
      to
      receive payment of all or a portion of the remaining balance of the
      Participant's Account in the event of the death of the Participant prior to
      receipt by the Participant of the entire amount credited to the Participant's
      Account.

    


    1.3    "CHANGE
      OF CONTROL" shall be deemed to have occurred in accordance with the requirements
      of Section 409A of the Code and applicable regulations issued thereunder, if
      a
      change in the ownership or the effective control of the Corporation occurs,
      or
      if there occurs a change in the ownership of a substantial portion of the assets
      of the Corporation.

    


    1.4    "CODE"
      means the U. S. Internal Revenue Code of 1986, as amended. 

    


    1.5    "CORPORATION"
      shall mean Oregon Pacific Bancorp, a bank holding company and its corporate
      successors, including the surviving corporation resulting from any merger of
      Oregon Pacific Bancorp with any other corporation or corporations.

    


    1.6    "COMMON
      STOCK" shall mean the common stock of Oregon Pacific Bancorp.

    


    1.7    "DIRECTOR"
      shall mean (i) any non-employee member of the Board of Directors of the
      Corporation and (ii) any non-employee member of the Board of Directors of a
      Subsidiary.

    


    1.8    "ELECTION
      AGREEMENT" shall mean the written election to defer Fees signed in writing
      by
      the Director and in the form provided by the Corporation.

    


    1.91  
         "FEES"
      shall mean the fees earned as a Director.

     

    
      
        
        

      

      
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    1.10   
        "PARTICIPANT"
      shall mean any Director who has at any time elected to defer the receipt of
      Fees
      in accordance with the Plan.

    


    1.11   
        "PLAN"
      shall mean this Director Deferred Compensation Plan, together with all
      amendments hereto.

    


    1.12      "SUBSIDIARY"
      shall mean a corporation organized and existing under the laws of the United
      States or of any state of which more than 50% percent of the issued and
      outstanding stock is owned by the Corporation or by a Subsidiary of the
      Corporation, and which has been designated by the Board of Directors or the
      Chief Executive Officer of the Corporation as a Subsidiary eligible to
      participate in the Plan.

    


    1.13   
        "YEAR"
      shall mean the calendar year.

    


    ARTICLE
      II - ELECTION TO DEFER

    


    2.1    ELIGIBILITY. 
      Any Director may elect to defer receipt of all or a specified portion of his
      or
      her Fees for any Year in accordance with Article II.

    


    2.2    ELECTION
      TO
      DEFER.  A Director who desires to defer the payment of all or a portion of
      his or her Fees for any Year must complete and deliver an Election Agreement
      to
      the Corporation no later than the last day of the Year prior to the Year for
      which the Fees are earned by the Director; provided, however, that any Director
      hereafter elected to the Board of Directors of the Corporation or a Subsidiary
      who was not a Director on the preceding December 31 may make an election to
      defer payment of Fees for the Year in which he or she is elected to the Board
      of
      Directors by delivering the Election Agreement to the Corporation within 30
      days
      of first becoming eligible to participate in the Plan.  A Director who
      timely delivers the Election Agreement to the Corporation shall be a Participant
      in the Plan upon the Corporation's acceptance of such Election
      Agreement.

    


    2.3    AMOUNT
      DEFERRED; DATE OF DEFERRAL.  A Participant shall designate on the Election
      Agreement (a) the amount of his or her Fees that are to be deferred to the
      Plan
      for any Year, (b) the date on which the Participant's Fees shall be distributed,
      (c) whether the distribution of deferred Fees is to be paid in its entirety
      or
      whether such Fees shall be paid in installments, and (d) if in installments,
      the
      number of quarterly installments.  Deferrals shall be until the earlier to
      occur: (i) the date specified by the Participant which may be not later than
      the
      date on which the Participant would attain age 72, or (ii) the date of death
      of
      the Participant, at which time payment of the amount deferred shall be made
      in
      accordance with Section 2.8 or 2.11 of this Article.  A Participant may
      select not more than one date in each Election Agreement upon which distribution
      shall be made or when installments shall begin. Distribution dates shall be
      the
      first business day of a calendar quarter.

    


    2.4    ACCOUNT. 
The
      Corporation shall maintain an Account of the Fees deferred by each
      Participant.  A Participant shall designate on the Election Agreement
      whether to have the Account valued on the basis of Oregon Pacific Bancorp Common
      Stock in accordance with Section 2.5 of this Article, or whether the Participant
      is to receive interest in accordance with Section 2.6 of this Article.  The
      Corporation may, if necessary or desirable, establish separate Accounts for
      a
      Participant to properly account for amounts deferred under the different
      alternatives and Years; all such Accounts are collectively referred to herein
      as
      the Account.  The Account based on Oregon Pacific Bancorp Common Stock
      shall be known as the "Common Stock Account", and the interest bearing account
      shall be known as the "Interest Bearing Account." A Participant may defer a
      portion of his or her Fees into each type of Account. Each Account shall reflect
      all investment income and gains from investments as credits, and all losses
      and
      transaction costs as debits. The Account shall not be debited for federal,
      state
      or local income or other taxes attributable to net investment income or
      gains.

     

    
      
        
        

      

      
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    2.5    COMMON
      STOCK
      ACCOUNT.  If a Participant elects to have all or a portion of his or her
      Fees deferred into the Common Stock Account, the Corporation shall credit to
      the
      Common Stock Account that number of whole shares of Common Stock that could
      be
      purchased with an amount equal to the amount deferred in accordance with the
      following procedure:

    


    2.5.1  
        Beginning
      with fees earned in the Year 2007, crediting to the Common Stock Account shall
      occur on March 31, June 30, September 30 and December 31.

    


    2.5.2
          Crediting
      to the Common Stock Account shall be at a price per share equal to a weighted
      average, consisting of the average of the most recent aggregate sales of no
      less
      than 1% of the Corporation’s issued and outstanding stock determined as of
      crediting date. 

    


    2.5.3  
        There
      shall be no credits in the Common Stock Account for fractional shares of Common
      Stock. Any cash deferral amount not credited to the Common Stock Account because
      such amount is insufficient to purchase a whole share of Common Stock shall
      be
      credited to the Dividend Account described in Section 2.5.4. 

    


    2.5.4  
        The
      Corporation shall establish a Dividend Account to which it shall credit (I)
      fractional deferral amounts as described in Section 2.5.3, and (ii)
“hypothetical dividends” on shares of Common Stock which have been credited to a
      Participant’s Common Stock Account, in an amount equal to actual cash dividends
      paid on shares of the Corporation’s Common Stock from time to time. On the last
      day of each quarter
      all sums in the Dividend Account shall be credited to the Participant’s Common
      Stock Account at the price determined under Section 2.5.2.

    


    2.6    INTEREST
      BEARING ACCOUNT.  If a Participant elects to have all or a portion of his
      or her Fees deferred into the Interest Bearing Account, there shall be added
      to
      the Account on the first day of each month the dollar amount of such Fees
      payable for such period plus all interest payable on such Interest Bearing
      Account for such period as follows:  A Participant's Interest Bearing
      Account will be credited with interest on the average daily balance in the
      Interest Bearing Account during each month at a rate equal to the effective
      annual yield of the average of the Moody's Average Corporate Bond Yield Index
      for the preceding month, as published by Moody's Investor Service, Inc. or
      any
      successor publisher thereto, or, if such index is no longer published, a
      substantially similar index selected by the Board.

    


    2.7    STATUS
      OF
      ACCOUNT. Neither Participant, nor Participant’s heirs, beneficiaries, creditors,
      successors, assigns, probate estate or legal representative, shall have any
      right, title or interest in any Account established under the Plan, nor in
      the
      values, benefits or proceeds of the Account. The Account and all cash, values,
      benefits, holdings, funds and proceeds of the Account shall be and remain part
      of the general assets of Bancorp. Nothing in the Agreement shall create or
      be
      construed to create a trust of any kind, or a fiduciary relationship between
      the
      Bank or Bancorp and Participant, Participant’s beneficiaries or any other
      person. Nothing in the Agreement shall give rise to a duty or obligation on
      the
      part of the Bank or Bancorp toward Participant or Participant’s heirs,
      beneficiaries, creditors, successors, assigns, probate estate or legal
      representatives.

     

    
      
        
        

      

      
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    2.8    PAYMENT
      OF
      ACCOUNT; PERIOD OF DEFERRAL.  The amount of a Participant's Account shall
      be paid to the Participant in a single payment and/or in a number of
      substantially equal consecutive quarterly installments (not to exceed 40)
      payable March 31, June 30, September 30 and December 31, as elected by the
      Participant in the Election Agreement.  Distributions from the Interest
      Bearing Account shall be in cash. Distributions from the Common Stock Account
      shall be in shares of Common Stock issued by the Corporation.  The amount
      of any Account remaining after payment of an installment shall continue to
      be
      valued in accordance with Section 2.5 of this Article or bear interest in
      accordance with Section 2.6 of this Article.  Full payment or the first
      quarterly installment, as the case may be, shall be made as soon as
      administratively possible after (i) the date specified in Section 2.3 of this
      Article, or (ii) the date of the Participant's death. The election as to the
      time for and method of payment of the amount of the Account relating to Fees
      deferred for a particular Year shall be made on the Election Agreement(s) and
      may not thereafter be altered except as provided in Section 11 of this Article.
      

    


    In
      the
      event that a Participant elects to receive installment payments under this
      Section 2.8:

    


    (a)  The
      amount of the
      distribution of shares from the Common Stock Account shall be valued based
      on a
      price per share equal to a weighted average, consisting of the average of the
      most recent aggregate sales of no less than 1% of the Corporation’s issued and
      outstanding stock determined as of ten (10) days prior to the distribution
      date.


    


    (b)  The
      amount of the
      distribution of cash from the Interest Bearing Account shall be valued based
      on
      the value of such Account on the last business day of the calendar quarter
      immediately prior to such distribution date;

    


    (c)  The
      amount of each
      installment shall be determined by dividing the value of the Common Stock
      Account, the Interest Bearing Account, or both, as the case may be, by the
      number of installments remaining to be paid to the Participant.

    


    2.9    SMALL
      PAYMENTS.  Notwithstanding the foregoing, if the quarterly installment
      payment elected under any Election Agreement would result in a quarterly payment
      of less than $500 in cash or Common Stock value, as the case may be, the
      Participant shall receive an immediate lump sum payment of the entire amount
      of
      the Account to the Participant on the day the installment payments were to
      begin.

    


    2.10   
        DEATH OF
      PARTICIPANT.  In the event of the death of a Participant, the amount of the
      Participant's Account shall be paid to the Beneficiary or Beneficiaries
      designated in writing signed by the Participant in the form provided by the
      Corporation. In the event there is more than one Beneficiary, such form shall
      include the proportion to be paid to each Beneficiary and indicate the
      disposition of such share if a Beneficiary does not survive the Participant,
      and
      in the absence of any such designation, payment from the Account shall be
      divided equally among all other Beneficiaries.  A Participant's Beneficiary
      designation may be changed at any time prior to the Participant's death by
      execution and delivery of a new Beneficiary designation form.  The form on
      file with the Corporation at the time of the Participant's death which bears
      the
      latest date shall govern.  In the absence of a Beneficiary designation or
      the failure of any Beneficiary to survive the Participant, the amount of the
      Participant's Account shall be paid to the Participant's estate in its entirety
      ninety days after the appointment of an executor or administrator.  In the
      event of the death of any Beneficiary after the death of a Participant, the
      remaining amount of the Account payable to such Beneficiary shall be paid in
      its
      entirety to the estate of such Beneficiary ninety days after the appointment
      of
      an executor or administrator for such estate or within a reasonable time
      thereafter.

     

    
      
        
        

      

      
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    2.11   
        ACCELERATION.


    


    2.11.1  Notwithstanding
      any other provision of the Plan to the contrary, upon the occurrence of a Change
      of Control, a Participant shall be entitled to receive from the Corporation
      the
      payment of his or her Account in the manner selected as follows: within 30
      days
      following the date that a person first becomes eligible to become a Participant,
      the Participant shall be entitled to make a Change of Control Election which
      will be applicable in the event of a Change of Control (the "Change of Control
      Election").  The Change of Control Election will provide the following
      distribution options to a participant in the event of a Change of Control:
      (i) upon the occurrence of a Change of Control, the entire amount of the
      Participant's Account will be immediately paid in full, to the Participant
      regardless of whether the Participant continues as a Director after the Change
      of Control; (ii) upon and after the occurrence of a Change of Control, the
      entire amount of the Participant's Account will be immediately paid in full
      to
      the Participant, but only if either (a) the Participant is not a Director as
      of
      immediately after the Change of Control, or (b) the Participant ceases to be
      a
      Director within two Years after the Change of Control; or (iii) upon the
      occurrence of a Change of Control, the payment elections specified in the
      Participant's Election Agreement shall govern irrespective of the Change of
      Control.

    


    2.11.2  The
      Corporation may accelerate the making of payment of the amount of a
      Participant's Account to a Participant in the event of an "unforeseeable
      emergency" of the Participant.  For purposes of this Section 2.11.2, the
      term "unforeseeable emergency" shall mean a severe financial hardship to the
      Participant resulting from a sudden and unexpected illness or accident of the
      Participant, the Participant's spouse, or the Participant's dependent (as
      defined in Section 152(a) of the Code), the loss of the Participant's property
      due to casualty, or such other similar extraordinary and unforeseeable
      circumstances arising as a result of events beyond the control of the
      Participant.  The determination of an "unforeseeable emergency" and the
      ability of the Corporation to accelerate the payment of Participant's Account
      shall be determined in accordance with the requirements of Section 409A of
      the
      Code and applicable regulations issued thereunder.

    


    2.12   
        CHANGE OF
      CONTROL.  Notwithstanding any other provision of the Plan to the contrary,
      in the event of a Change of Control, no amendment or modification of this Plan
      may be made at any time on or after such Change of Control (a) to reduce or
      modify a Participant's Pre-Change of Control Account Balance, (b) to reduce
      or
      modify the Interest Bearing Account's rate of earnings on or method of crediting
      such earnings to a Participant's Pre-Change of Control Account Balance, (d)
      to
      reduce or modify the Common Stock Account's method of calculating all earnings,
      gains, and/or losses on a Participant's Pre-Change of Control Account Balance,
      or (e) to reduce or modify the Participant's deferrals to be credited to a
      Participant's Plan Account for the applicable deferral period.  For
      purposes of this Section 2.12, the term "Pre-Change of Control Account Balance"
      shall mean, with regard to any Plan Participant, the aggregate amount of such
      Participant's prior deferrals with all earnings, gains, and losses thereon
      which
      are credited to the Participant's Plan Account through the close of the calendar
      Year in which such Change of Control occurs.


    
      
        
        

      

      
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    2.13   
        INTEREST BEARING
      ACCOUNT AFTER CHANGE OF CONTROL.  In accordance with the provisions of
      Section 2.6 hereof, in the event that Moody's Average Corporate Bond Yield
      Index
      ceases to be published on or after a Change of Control, the Corporation shall
      reasonably select a substantially similar index to be used in crediting earnings
      on Participants' Pre-Change of Control Account Balances held in the Plan's
      Interest Bearing Account.

    


    2.14   
        COMMON STOCK
      CONVERSION.  In the event of a Change of Control in which the Common Stock
      of the Corporation are converted into or exchanged for securities, cash and/or
      other property as a result of any capital reorganization or reclassification
      of
      the capital stock of the Corporation, or as a result of the consolidation or
      merger of the Corporation with or into another corporation or entity, or the
      sale of all or substantially all of its assets to another corporation or entity,
      the Corporation shall cause the Common Stock Account to reflect the securities,
      cash and other property to be received in such reorganization, reclassification,
      consolidation, merger or sale on the balance in the Common Stock Account and,
      from and after such reorganization, reclassification, consolidation, merger
      or
      sale, the Common Stock Account shall reflect all dividends, interest, earnings
      and losses attributable to such securities, cash, and other property (with
      any
      cash earning interest at the rate applicable to the Interest Bearing Account).
      If in such a consolidation, merger or other Change of Control, holders of the
      Company’s Common Stock shall receive any consideration other than common shares
      of the resulting or surviving corporation, the Plan Administrator, in its sole
      discretion, shall determine the appropriate change in Participants’ Common Stock
      Account.

    


    2.15   
        AMENDMENT IN THE
      EVENT OF A CHANGE OF CONTROL.  On or after a Change of Control, the
      provisions of Article I and Article II may not be amended or modified as such
      provisions apply to Participants' Pre-Change of Control Account
      Balances.

    


    2.16   
        STATEMENT. 
Each Participant shall
      receive a statement of his or her Account not less than
      annually.

    


    2.17   
        VALUATION OF
      ACCOUNTS.  

    


    2.17.1  Each
      Account shall be valued as of the last day of each calendar quarter until
      payment of a Participant's Fees in full.  

     

    
      
        
        

      

      
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    2.17.2  If
      a
      Participant has elected to have Fees deferred into the Common Stock Account,
      the
      Corporation shall ascertain the number of shares in the Account after taking
      into all credits and distributions. Automatically and without further action
      by
      the Corporation, if at any time the number of outstanding shares of Common
      Stock
      shall be increased as the result of any stock dividend, stock split,
      recapitalization, merger, consolidation, spin-off, reorganization, subdivision,
      reclassification, combination, exchange of shares, or a similar corporate
      change, the number of shares of Common Stock to which each Participant’s stock
      credit account is equivalent shall be increased in the same proportion as the
      outstanding number of shares of Common Stock is increased, or if the number
      of
      outstanding shares of Common Stock shall at any time be decreased as the result
      of any such corporate change, the number of shares of Common Stock to which
      each
      Participant’s stock credit account is equivalent shall be decreased in the same
      proportion as the outstanding number of shares of Common Stock is
      decreased.

    


    2.17.3  If
      a
      Participant has elected to have Fees deferred into the Interest Bearing Account,
      the Corporation shall ascertain the value of such Interest Bearing Account
      by
      adding to the value of the Account at the beginning of such calendar quarter
      the
      dollar amount of the Fees deferred into the Account for such quarter, plus
      the
      value of any interest paid on the Account in accordance with this Article,
      less
      any distributions made from the Account in accordance with this
      Article.

    


    2.18   
        PLAN
      TRANSFERS.  Participants may elect to transfer vested performance awards
      (other than stock option awards) granted to the Participant under one or more
      compensation plans established by the Corporation to the Plan, provided that
      the
      Participant's election to transfer such vested award is made in accordance
      with
      the requirements of the grant agreement under which the award was issued and
      in
      accordance with the requirements of Section 409A of the Code.  Transferred
      awards shall be subject to full investment diversification if cash based, and
      transferred awards shall be invested in a
      separate Account to be established by the Corporation as Plan administrator
      if
      equity based.  Awards invested in the Plan's Common Stock Account will not
      be subject to investment direction or diversification.  Transferred awards
      shall be separately maintained under the Plan.

    


    ARTICLE
      III - ADMINISTRATION

    


    The
      Corporation shall be responsible for the general administration of the Plan
      and
      for carrying out the provisions hereof.  The Corporation shall have all
      such powers as may be necessary to carry out its duties under the Plan,
      including the power to determine all questions relating to eligibility for
      and
      the amount in an Account, all questions pertaining to claims for benefits and
      procedures for claim review, and the power to resolve all other questions
      arising under the Plan, including any questions of construction.  The
      Corporation may take such further action as the Corporation shall deem advisable
      in the administration of the Plan.  The actions taken and the decisions
      made by the Corporation hereunder shall be final and binding upon all interested
      parties.

    


    ARTICLE
      IV - AMENDMENT AND TERMINATION

    


    The
      Corporation reserves the right to amend or terminate the Plan at any time by
      action of its Board of Directors or any duly authorized Committee of the Board
      of Directors; provided, however, that no such action shall adversely affect
      any
      Participant or Beneficiary with respect to the amount credited to an Account,
      and provided further that any such action shall be subject to the limitations
      set forth in Article II, Sections 2.10 and 2.13.  No amendment or
      termination of the Plan shall result in an acceleration of Plan benefits in
      violation of Section 409A of the Code.


    
      
        
        

      

      
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    ARTICLE
      V
      - MISCELLANEOUS

    


    5.1    NO
      PRESENT
      INTEREST.  Subject to any federal statute to the contrary, no right or
      benefit under the Plan and no right or interest in each Participant's Plan
      Account shall be subject to anticipation, alienation, sale, assignment, pledge,
      encumbrance, or charge, and any attempt to anticipate alienate, sell, assign,
      pledge, encumber, or charge any right or benefit under the Plan, or
      Participant's Plan Account shall be void.  No right, interest, or benefit
      under the Plan or Participant's Plan Account shall be liable for or subject
      to
      the debts, contracts, liabilities, or torts of the Participant or
      Beneficiary.  If the Participant or Beneficiary becomes bankrupt or
      attempts to alienate, sell, assign, pledge, encumber, or charge any right under
      the Plan or Participant's Plan Account, such attempt shall be void and
      unenforceable.

    


    5.2    PLAN
      NONCONTRACTUAL.  Nothing herein contained shall be construed as a
      commitment to or agreement with any Director of the Corporation or a Subsidiary
      to continue such person's directorship with the Corporation or Subsidiary,
      and
      nothing herein contained shall be construed as a commitment or agreement on
      the
      part of the Corporation or any Subsidiary to continue the directorship or the
      rate of director compensation of any such person for any period.  All
      Directors shall remain subject to removal to the same extent as if the Plan
      had
      never been put into effect.

    


    5.3    INTEREST
      OF
      DIRECTOR.  The obligation of the Corporation under the Plan to make payment
      of amounts reflected on an Account merely constitutes the unsecured promise
      of
      only the Corporation to make payments from its general assets as provided
      herein.  Further, no Participant or Beneficiary shall have any claim
      whatsoever against any Subsidiary for amounts reflected on an Account.  At
      its discretion, the Corporation may establish one or more trusts, with such
      trustees as the Corporation may approve, for the purpose of providing for the
      payment of benefits owed under the Plan.  Although such a trust may be
      irrevocable, in the event of insolvency or bankruptcy of the Corporation, such
      assets will be subject to the claims of the Corporation's general creditors.
      To
      the extent any benefits provided under the Plan are paid from any such trust,
      the Corporation shall have no further obligation to pay them.  If not paid
      from the trust, such benefits shall remain the obligation of the
      Corporation.

    


    5.4.   CLAIMS
      OF OTHER
      PERSONS.  The provisions of the Plan shall in no event be construed as
      giving any person, firm, or corporation any legal or equitable rights against
      the Corporation or any Subsidiary, or the officers, employees, or directors
      of
      the Corporation or any Subsidiary, except any such rights as are specifically
      provided for in the Plan or are hereafter created in accordance with the terms
      and provisions of the Plan.

    


    5.4    DELEGATION
      OF
      AUTHORITY.  Any action to be taken by the Corporation's Board of Directors
      under this Plan may be taken by any duly authorized Committee of the Board
      of
      Directors.

    


    5.6    SEVERABILITY. 
      The invalidity and unenforceability of any particular provision of the Plan
      shall not affect any other provision hereof, and the Plan shall be construed
      in
      all respects as if such invalid or unenforceable provisions were omitted
      herefrom.

    


    5.7    GOVERNING
      LAW.  The provisions of the Plan shall be governed and construed in
      accordance with the laws of the State of Oregon and applicable federal
      law.


    
      
        
        

      

      
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    5.8    COMPLIANCE
      WITH CODE SECTION 409A. The Plan is intended to provide for the deferral of
      compensation in accordance with the provisions of Section 409A of the Code
      and
      regulations and published guidance issued pursuant thereto.  Accordingly,
      the Plan shall be construed in a manner consistent with those provisions and
      may
      at any time be amended in the manner and to the extent determined necessary
      or
      desirable by the Corporation to reflect or otherwise facilitate compliance
      with
      such provisions with respect to amounts deferred on and after January 1, 2005,
      including as contemplated by Section 855(f) of the American Jobs Creation Act
      of
      2004.  Notwithstanding any provision of the Plan to the contrary, no
      otherwise permissible election, deferral, accrual, or distribution shall be
      made
      or given effect under the Plan that would result in early taxation or assessment
      of penalties or interest of any amount under Section 409A of the
      Code.

    


    Date
      of
      Adoption by Board of Directors: December 19, 2006.

    
 

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