<PAGE>


                                                                  EXHIBIT 10.53

                               CHICO'S FAS, INC.
                           DEFERRED COMPENSATION PLAN


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  PAGE
                                                                                                                  ----
<S>      <C>      <C>                                                                                             <C>
ARTICLE I TITLE AND DEFINITIONS.................................................................................     1
         1.1      Definitions...................................................................................     1

ARTICLE II PARTICIPATION........................................................................................     5
         2.1      Election to Participate.......................................................................     5
         2.2      New Eligible Employees........................................................................     5

ARTICLE III DEFERRAL ELECTIONS..................................................................................     5
         3.1      Elections to Defer Compensation...............................................................     5
         3.2      Investment Elections..........................................................................     6

ARTICLE IV DEFERRAL ACCOUNTS AND TRUST FUNDING..................................................................     6
         4.1      Deferral Accounts.............................................................................     6
         4.2      Company Contribution Account..................................................................     7
         4.3      Trust Funding.................................................................................     7

ARTICLE V VESTING...............................................................................................     8

ARTICLE VI DISTRIBUTIONS........................................................................................     8
         6.1      Distribution of Deferral Account and Company Contribution Account.............................     8
         6.2      Early Non-Scheduled Distributions............................................................     10
         6.3      Hardship Distribution........................................................................     10
         6.4      Inability to Locate Participant..............................................................     11

ARTICLE VII ADMINISTRATION.....................................................................................     11
         7.1      Committee....................................................................................     11
         7.2      Committee Action.............................................................................     11
         7.3      Powers and Duties of the Committee...........................................................     11
         7.4      Construction and Interpretation..............................................................     12
         7.5      Information..................................................................................     12
         7.6      Compensation, Expenses and Indemnity.........................................................     12
         7.7      Quarterly Statements.........................................................................     13
         7.8      Disputes.....................................................................................     13

ARTICLE VIII MISCELLANEOUS.....................................................................................     14
         8.1      Unsecured General Creditor...................................................................     14
         8.2      Restriction Against Assignment...............................................................     14
         8.3      Withholding..................................................................................     14
         8.4      Amendment, Modification, Suspension or Termination...........................................     15
         8.5      Governing Law................................................................................     15
         8.6      Receipt or Release...........................................................................     15
         8.7      Payments on Behalf of Persons Under Incapacity...............................................     15
         8.8      Limitation of Rights and Employment Relationship.............................................     15
         8.9      Headings.....................................................................................     15
</TABLE>


                                      (i)

<PAGE>

                               CHICO'S FAS, INC.

                           DEFERRED COMPENSATION PLAN

         WHEREAS, the Company, as defined below, desires to establish this
Deferred Compensation Plan for a select group of management or other highly
compensated employees within the meaning of Sections 201, 301 and 401 of the
Employee Retirement Income Security Act of 1974, as amended, to be effective
April 1, 2002;

         NOW, THEREFORE, this Plan is hereby adopted to read as follows:

                                   ARTICLE I

                             TITLE AND DEFINITIONS

         1.1      Definitions.

                  (a)      Whenever the following words and phrases are used in
this Plan, with the first letter capitalized, they shall have the meanings
specified below.

                  (b)      "Account" or "Accounts" shall mean all of such
accounts as are specifically authorized for inclusion in this Plan.

                  (c)      "Base Salary" shall mean a Participant's annual base
salary, excluding bonus, commissions, incentive and all other remuneration for
services rendered to Company but prior to reduction for any deferral of salary
credited to this Plan, or salary contributed to a plan established pursuant to
Sections 125 or 132 of the Code or qualified pursuant to Section 401(k) of the
Code. In the case of a member of the Board, "Base Salary" shall mean the Board
member's cash retainer otherwise to be paid for service as a member of the
Board

                  (d)      "Beneficiary" or "Beneficiaries" shall mean the
person or persons, including a trustee, personal representative or other
fiduciary, last designated in writing by a Participant in accordance with
procedures established by the Committee to receive the benefits specified
hereunder in the event of the Participant's death. No beneficiary designation
shall become effective until it is filed with the Committee. Any designation
shall be revocable at any time through a written instrument filed by the
Participant with the Committee with or without the consent of the previous
Beneficiary. If there is no such designation or if there is no surviving
designated Beneficiary, then the Participant's surviving spouse shall be the
Beneficiary. If there is no surviving spouse to receive any benefits payable in
accordance with the preceding sentence, the duly appointed and currently acting
personal representative of the Participant's estate (which shall include either
the Participant's probate estate or living trust) shall be the Beneficiary. In
any case where there is no such personal representative of the Participant's
estate duly appointed and acting in that capacity within 90 days after the
Participant's death (or such extended period as the Committee determines is
reasonably necessary to allow such personal representative to be appointed, but
not to exceed 180 days after the Participant's death), then Beneficiary shall
mean


<PAGE>

the person or persons who can verify by affidavit or court order to the
satisfaction of the Committee that they are legally entitled to receive the
benefits specified hereunder. In the event any amount is payable under the Plan
to a minor, payment shall not be made to the minor, but instead be paid (a) to
that person's living parent(s) to act as custodian, (b) if that person's
parents are then divorced, and one parent is the sole custodial parent, to such
custodial parent, or (c) if no parent of that person is then living, to a
custodian selected by the Committee to hold the funds for the minor under the
Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which
the minor resides. If no parent is living and the Committee decides not to
select another custodian to hold the funds for the minor, then payment shall be
made to the duly appointed and currently acting guardian of the estate for the
minor or, if no guardian of the estate for the minor is duly appointed and
currently acting within 60 days after the date the amount becomes payable,
payment shall be deposited with the court having jurisdiction over the estate
of the minor. Payment by Company pursuant to any unrevoked Beneficiary
designation, or to the Participant's spouse or estate if no such designation
exists, of all benefits owed hereunder shall terminate any and all liability of
Company.

                  (e)      "Board of Directors" or "Board" shall mean the Board
of Directors of Chico's FAS, Inc.

                  (f)      "Bonuses" shall mean the bonuses earned as of the
last day of Chico's second fiscal quarter and the last day of Chico's fiscal
year, if a Participant is in the employ of the Company on such day.

                  (g)      "Change of Control" shall mean (i) a "change of
control" of a nature that is required, pursuant to the Securities Exchange Act
of 1934 (the "Act"), to be reported in response to Item (a) of a Current Report
on Form 8-K or Item 6(e) of Schedule 14A, in each case as such requirements are
in effect on January 1, 2002; (ii) the adoption by the Company of a plan of
dissolution or liquidation; (iii) the closing of the sale of all or
substantially all of the assets of the Company; (iv) the closing of a merger,
reorganization or similar transaction (a "Transaction") involving the Company
in which the Company is not the surviving corporation or, if the Company is the
surviving corporation, immediately following the closing of the Transaction,
persons who were stockholders of the Company immediately prior to the
Transaction own less than 75% of the combined voting power of the surviving
corporation's voting securities; or (v) the acquisition of "Beneficial
Ownership" (as defined in rule 13d-3 under the Act in effect on January 1,
2002) of the Company's securities comprising 25% of the combined voting power
of the Company's outstanding securities by a "person" (as that term is used in
Sections 13(d) and 14(d)(2) of the Act and the rules and regulations
promulgated thereunder, but not including any trustee or fiduciary acting in
that capacity for an employee benefit plan sponsored by the Company) and such
person's "affiliates" and "associates" (as those terms are defined under the
Act).

                  (h)      "Code" shall mean the Internal Revenue Code of 1986,
as amended.

                  (i)      "Committee" shall mean the committee appointed by
the Board to administer the Plan in accordance with Article VII.


                                     -2-

<PAGE>

                  (j)      "Company" shall mean Chico's FAS, Inc., a Florida
corporation, and those of its subsidiaries and affiliates that are designated
by the Board to authorize their Eligible Employees to participate in the Plan
and shall be included within the term "Company."

                  (k)      "Company Contribution Account" shall mean the
bookkeeping account maintained by Company for each Participant that is credited
with an amount equal to the Company Discretionary Contribution Amount, if any,
and Company Matching Contribution Amount, if any, and earnings and losses on
such amounts pursuant to Section 4.2.

                  (l)      "Company Discretionary Contribution Amount" shall
mean the discretionary amount determined by the Board to be credited to the
Company Contribution Account of a Participant for a Plan Year. Such amount may
differ from Participant to Participant both in amount, including no
contribution, and as a percentage of Compensation.

                  (m)      "Company Matching Contribution Amount" shall mean
the amount credited to the Company Contribution Account of a Participant for a
Plan Year to make up for matching contributions not permitted to be made to the
Savings Plan, because of the limitations of the Code, based on the rate of the
Participant's contributions to the Savings Plan.

                  (n)      "Compensation" shall mean an Eligible Employee's
Base Salary and Bonus earned after becoming a Participant.

                  (o)      "Deferral Account" shall mean the bookkeeping
account maintained by the Company for each Participant that is credited with
amounts equal to (1) the portion of the Participant's Compensation that he or
she elects to defer, and (2) earnings and losses pursuant to Section 4.1.

                  (p)      "Disability" shall mean the Participant's inability
to perform each and every duty of his or her occupation or position of
employment due to illness or injury as determined in the sole and absolute
discretion of the Committee.

                  (q)      "Distributable Amount" shall mean the vested balance
in the Participant's Deferral Account and Company Contribution Account.

                  (r)      "Early Distribution" shall mean an election by
Participant in accordance with Section 6.2 to receive a withdrawal of amounts
from his or her Deferral Account and Company Contribution Account prior to the
time at which such Participant would otherwise be entitled to such amounts.

                  (s)      "Effective Date" shall mean April 1, 2002.

                  (t)      "Eligible Employee" shall mean each non-employee
member of the Board or an employee of the Company who is eligible to
participate in the Company's management bonus plan or who is a regional
manager, whose Compensation potential for a Plan Year is in excess of $100,000
(except as otherwise specified by the Committee) and who is in the top 10% of
all employees of the Company ranked by Compensation.


                                     -3-

<PAGE>

                  (u)      "Enrollment Agreement" shall mean the authorization
form which an Eligible Employee files with the Committee to participate in the
Plan.

                  (v)      "Fund" or "Funds" shall mean one or more of the
investment funds selected by the Committee pursuant to Section 3.2(b).

                  (w)      "Hardship Distribution" shall mean a severe
financial hardship to the Participant resulting from a sudden and unexpected
illness or accident of the Participant or of his or her Dependent (as defined
in Section 152(a) of the Code), loss of a Participant's property due to
casualty, or other similar or extraordinary and unforseeable circumstances
arising as a result of events beyond the control of the Participant. The
circumstances that would constitute an unforseeable emergency will depend upon
the facts of each case, but, in any case, a Hardship Distribution may not be
made to the extent that such hardship is or may be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by liquidation of
the Participant's assets, to the extent the liquidation of assets would not
itself cause severe financial hardship, or (iii) by cessation of deferrals
under this Plan.

                  (x)      "Initial Election Period" shall mean the 30-day
period prior to the Effective Date of the Plan, or the 30-day period following
the time an employee shall be designated by the Company as an Eligible
Employee.

                  (y)      "Interest Rate" shall mean, for each Fund, an amount
equal to the net gain or loss on the assets of such Fund measured at the end of
each business day.

                  (z)      "Participant" shall mean any Eligible Employee who
becomes a Participant in this Plan in accordance with Article II.

                  (aa)     "Payment Date" shall mean the date selected by the
Participant to receive a distribution in accordance with Article VI.

                  (bb)     "Plan" shall mean the Chicos FAS, Inc. Deferred
Compensation Plan.

                  (cc)     "Plan Year" shall mean the period beginning on
April 1, 2002 and ending on December 31, 2002 and each calendar year
thereafter.

                  (dd)     "Savings Plan" shall mean the Company's savings plan
qualified under Sections 401(a) and 401(k) of the Code.

                  (ee)     "Scheduled Withdrawal Date" shall mean the Early
Distribution Payment Date elected by the Participant for an in-service
withdrawal of amounts from his or her Accounts deferred in a given Plan Year,
and earnings and losses attributable thereto, as set forth on the election form
for such Plan Year.

                  (ff)     "Termination Date" shall mean the date of
termination of a Participant's active employment with the Company without
regard to any compensation continuation arrangement.

                  (gg)     "Trust" shall mean the Company Deferred Compensation
Plan Trust.


                                      -4-

<PAGE>

                  (hh)     "Trustee" shall mean Wachovia Bank, N.A.

                                   ARTICLE II

                                 PARTICIPATION

         2.1      Election to Participate. Annually, all Eligible Employees
will be offered the opportunity to defer Compensation. Any Eligible Employee
may enroll in the Plan by filing a completed and fully executed Enrollment
Agreement with the Committee on or before December 1 of the Plan Year prior to
the Plan Year in which the election is to become effective. Notwithstanding the
preceding sentence, for the Plan Year beginning on the Effective Date, the
executed Enrollment Agreement will be due during the Initial Election Period
and shall relate to Compensation to be paid after that Enrollment Agreement is
filed with the Committee.

         2.2      New Eligible Employees. An employee who first becomes an
Eligible Employee after the beginning of a Plan Year may enroll in the Plan for
that Plan Year by filing a completed and fully executed Enrollment Agreement,
in accordance with Section 2.1, during that Eligible Employee's Initial
Election Period. Notwithstanding the foregoing, however, any election by an
Eligible Employee, pursuant to this section, to defer Compensation shall apply
only to such amounts as are earned by the Eligible Employee after the date on
which such Enrollment Agreement is filed.

                                  ARTICLE III

                               DEFERRAL ELECTIONS

         3.1      Elections to Defer Compensation.

                  (a)      General Rule. Subject to the provisions of
Article II, each Eligible Employee may elect to defer Compensation by filing
with the Committee an Enrollment Agreement.

                  (b)      Deferral Elections. An Eligible Employee may (i)
elect to defer (as a result of payroll reduction) only Compensation earned on
or after the time the Enrollment Agreement is filed, (ii) make an election as
to Base Salary, Bonus (either or both semi-annual Bonuses as designated in the
Enrollment Agreement) or both, and (iii) make an election of a percentage which
shall not exceed 80% of the Eligible Employee's Base Salary or 100% of the
Eligible Employee's Bonus, provided that the total amount deferred by a
Participant shall be limited in any Plan Year, if necessary, to satisfy Social
Security Tax (including Medicare), income tax and employee benefit plan
withholding requirements as determined in the sole and absolute discretion of
the Committee. The minimum contribution which may be made in any Plan Year by
an Eligible Employee shall not be less than $2,500, on an annual basis,
provided such minimum contribution can be satisfied from any element of
Compensation. The Enrollment Agreement shall also specify whether an Early
Distribution is being elected, the Scheduled Withdrawal Date and the amount
subject to that election, and shall provide such other information as the
Committee shall require.


                                      -5-

<PAGE>

                  (c)      Duration of Compensation Deferral Election. A
Participant may increase, decrease or terminate a deferral election with
respect to Compensation for any subsequent Plan Year by filing a new election
not less than 30 days prior to the beginning of the next Plan Year, which
election shall be effective on the first day of the next following Plan Year.
In the event no new Enrollment Agreement is filed, all elections shall continue
into each succeeding Plan Year.

                  (d)      Elections other than Elections during the Initial
Election Period. Subject to the limitations of Section 3.1(b) above, any
Eligible Employee who has terminated a prior Compensation deferral election may
elect to again defer Compensation, by filing a new Enrollment Agreement, to
defer Compensation in a timely manner as described in Sections 3.1(b) and
3.1(c) above.

         3.2      Investment Elections.

                  (a)      At the time of making the deferral elections
described in Section 3.1, the Participant shall designate, on the Enrollment
Agreement, the types of Funds in which the Participant's Account will be deemed
to be invested for purposes of determining the amount of earnings to be
credited to that Account. In making the designation pursuant to this Section
3.2, the Participant may specify that all or any multiple of his or her Account
be deemed to be invested, in whole percentage increments, in one or more of the
types of Funds provided under the Plan as communicated from time to time by the
Committee. Effective as of the end of any business day, a Participant may
change the designation made under this Section 3.2 by filing a change in the
manner specified by the Committee. If a Participant fails to elect a type of
Fund under this Section 3.2, he or she shall be deemed to have elected the
Money Market type of Fund. The Interest Rate of each such Fund shall be used to
determine the amount of earnings or losses to be credited to Participant's
Account under Article IV.

                  (b)      Although the Participant may designate the type of
Funds, the Company and the Committee shall not be bound by such designation.
The Committee may select from time to time, in its sole and absolute
discretion, commercially available investments of each of the types
communicated by the Committee to the Participant pursuant to Section 3.2(a)
above to be the Funds.

                                   ARTICLE IV

                      DEFERRAL ACCOUNTS AND TRUST FUNDING

         4.1      Deferral Accounts.

                  The Committee shall establish and maintain a Deferral
Account for each Participant under the Plan. Each Participant's Deferral
Account shall be further divided into separate subaccounts ("Fund
Subaccounts"), each of which corresponds to a Fund elected by the Participant
pursuant to Section 3.2(a). A Participant's Deferral Account shall be credited
as follows:

                  (a)      On the fifth business day after amounts are withheld
and deferred from a Participant's Compensation, the Committee shall credit the
Fund Subaccounts of the Participant's Deferral Account with an amount equal to
the Compensation deferred by the Participant in


                                      -6-

<PAGE>

accordance with the Participant's election under Section 3.2(a); that is, the
portion of the Participant's deferred Compensation that the Participant has
elected to be deemed to be invested in a certain type of Fund shall be credited
to the Fund Subaccount corresponding to that Fund;

                  (b)      Each business day, each Fund Subaccount of a
Participant's Deferral Account shall be credited with earnings or losses in an
amount equal to that determined by multiplying the Interest Rate for the
corresponding Fund Subaccount by the balance credited to such Fund Subaccount
as of the end of the prior day with such balance including any contributions
that have been credited to that fund Subaccount as of the end of the prior day.

                  (c)      In the event that a Participant elects for all or a
portion of a given Plan Year's deferral of Compensation to have a Scheduled
Withdrawal Date, all amounts attributed to the deferral of Compensation for
such Plan Year to the extent of the Scheduled Withdrawal Date election shall be
accounted for in a manner which allows separate accounting for the deferral of
Compensation and associated investment gains and losses allocated to a
Scheduled Withdrawal Date.

         4.2      Company Contribution Account.

                  The Committee shall establish and maintain a Company
Contribution Account for each Participant under the Plan. Each Participant's
Company Contribution Account shall be further divided into separate Fund
Subaccounts, each of which corresponds to the Fund(s) elected by the
Participant pursuant to Section 3.2(a). A Participant's Company Contribution
Account shall be credited as follows:

                  (a)      On the fifth business day after a Company
Discretionary Contribution Amount or Company Matching Contribution Amount, the
Committee shall credit the Fund Subaccounts of the Participant's Company
Contribution Account with an amount equal to any such portion of the (i)
Company Discretionary Contribution Amount applicable to that Participant, if
any, and/or (ii) Company Matching Contribution Amount applicable to that
Participant, if any, which the Participant elected to be deemed to be invested
in each type of Fund Subaccount; and

                  (b)      Each business day, each Fund Subaccount of a
Participant's Company Contribution Account shall be credited with earnings or
losses in an amount equal to that determined by multiplying the Interest Rate
for the corresponding Fund Subaccount by the balance credited to such Fund
Subaccount as of the end of the prior day with such balance including any
contributions that have been credited to that fund Subaccount as of the end of
the prior day.

         4.3      Trust Funding.

                  The Company has created a Trust with the Trustee. The Company
shall cause the Trust to be funded each year. The Company's contributions to
the Trust (after taking into account any earnings of the Fund Subaccounts)
shall include (i) an amount equal to the amount deferred by each Participant;
(ii) the aggregate amount of Company Discretionary Contribution Amounts, if
any, (iii) the aggregate amount of Company Matching Contribution Amounts, if
any;


                                      -7-
<PAGE>

and (iv) the amount determined by applying the Interest Rate to the amounts
determined under (i), (ii) and (iii).

                  Although the principal of the Trust and any earnings thereon
shall be held separate and apart from other funds of Company and shall be used
exclusively for the uses and purposes of Plan Participants and Beneficiaries as
set forth therein, neither the Participants nor their Beneficiaries shall have
any preferred claim on, or any beneficial ownership in, any assets of the Trust
prior to the time such assets are paid to the Participants or Beneficiaries as
benefits and all rights created under this Plan shall be unsecured contractual
rights of Plan Participants and Beneficiaries against the Company. Any assets
held in the Trust will be subject to the claims of Company's general creditors
under federal and state law in the event of insolvency as defined in Section
4.2(a) of the Trust.

                  Except as provided in the preceding paragraph, the assets of
the Plan and Trust shall never inure to the benefit of the Company and the same
shall be held for the exclusive purpose of providing benefits to Participants
and their Beneficiaries and for deferring reasonable expenses of administering
the Plan and Trust.

                                   ARTICLE V

                                    VESTING

                  A Participant shall be 100% vested in his or her Deferral
Account. A Participant shall be vested in the Company Discretionary
Contribution Amount and Company Matching Contribution Amount credited to his or
her Company Contribution Account at the time provided in accordance with the
vesting schedule contained in the Savings Plan.

                                  ARTICLE VI

                                 DISTRIBUTIONS

         6.1      Distribution of Deferral Account and Company Contribution
Account.

                  (a)      Distribution Without Scheduled Withdrawal Date. In
the case of a Participant who (i) terminates employment with Company other than
by reason of death, (ii) has an Account balance of more than $50,000, and (iii)
has at least attained the age of 50 with 10 or more years of service with the
Company, the Distributable Amount shall be paid to the Participant in
substantially equal annual installments over fifteen (15) years commencing on
the Participant's Payment Date. The Payment Date shall be on the first day of
the thirteenth month following the Participant's Termination Date unless the
Participant elects, no later than the Participant's Termination Date, on a form
provided by the Committee, a later Payment Date which may be in January of any
of the immediately succeeding four Plan Years. An optional form of benefit may
also be elected by the Participant, on a form provided by the Committee and
submitted by the Participant no later than the Participant's Termination Date,
from among the following:

                           (1)      A lump sum distribution on the
Participant's Payment Date.


                                      -8-

<PAGE>

                           (2)      Substantially equal quarterly or annual
installments over five (5), ten (10) or fifteen (15) years, beginning on the
Participant's Payment Date.

                           A Participant may modify the form of benefit that he
or she has previously elected, provided such modification occurs no later than
the Participant's Termination Date.

                           In the case of a Participant who terminates
employment with Company and has an Account balance of $50,000 or less or who
has not attained age 50 with at least 10 years of service, the Distributable
Amount shall be paid to the Participant in a lump sum distribution as soon as
practicable following the Participant's Termination Date.

                           The Participant's Account shall continue to be
credited with earnings pursuant to Sections 4.1 and 4.2 until all amounts
credited to his or her Account under the Plan have been distributed. Annual or
quarterly installment payments, if any, shall commence at the Payment Date
elected by the Participant in accordance with this Section, in an amount equal
to (i) the value of the Participant's Account as of the business day the Funds
are deemed to be liquidated to make the payment, divided by (ii) the number of
installment payments elected by the Participant. The remaining installments
shall be paid in an amount equal to (i) the value of the Account as of the
business day the Funds are deemed to be liquidated to make the payment divided
by (ii) the number of installments remaining. All distributions shall be made
on a pro rata basis from among a Participant's Accounts and Fund Subaccounts.

                  (b)      Distribution With Scheduled Withdrawal Date. In the
case of a Participant who has elected a Scheduled Withdrawal Date for a
distribution while still in the employ of the Company, such Participant shall
receive his or her Distributable Amount, but only with respect to those
deferrals of Compensation and earnings on such deferrals of Compensation as
shall have been elected by the Participant to be subject to the Scheduled
Withdrawal Date in accordance with Section 1.1(ee). A Participant's Scheduled
Withdrawal Date with respect to deferrals of Compensation deferred in a given
Plan Year can be no earlier than January of the third Plan Year following the
last day of the Plan Year for which the deferrals of Compensation are made. The
Participant's distribution on a Scheduled Withdrawal Date shall be paid to the
Participant in either in: (i) one lump sum in January of the Plan Year elected
by the Participant in the Enrollment Agreement covering that Scheduled
Withdrawal Date; or (ii) if the amount to be distributed is at least $25,000,
annual installments payable over up to five years commencing in January of the
Plan Year elected by the Participant in the Enrollment Agreement covering that
Scheduled Withdrawal Date, in the same manner as is provided in the last
paragraph of subsection (a) above. A Participant may extend the Scheduled
Withdrawal Date for any Plan Year, provided such extension request occurs at
least one year before the Scheduled Withdrawal Date and the extension is for a
period of not less than two years from the Scheduled Withdrawal Date. The
Participant shall have the right to twice modify any Scheduled Withdrawal Date.
In the event a Participant has a Termination Date prior to a Scheduled
Withdrawal Date, other than by reason of death, the portion of the
Participant's Account associated with a Scheduled Withdrawal Date, which has
not been distributed prior to such Termination Date shall be included in the
Participant's Account balance and distributed in accordance with Section
6.1(a).

                  (c)      Distribution on Account of Death. In the case of a
Participant who dies while employed by the Company or after his or her
Termination Date with a vested balance in


                                      -9-

<PAGE>

his or her Account, whether or not then being paid in installments, such
Participant's Beneficiary or Beneficiaries shall receive a lump sum
distribution as soon as practicable following the Participant's death of all
Account balances.

         6.2      Early Non-Scheduled Distributions.

                  A Participant shall be permitted to elect an Early
Distribution from his or her Account prior to the Payment Date, subject to the
following restrictions:

                  (a)      The election to take an Early Distribution shall be
made by filing a form provided by and filed with the Committee prior to the end
of any calendar month.

                  (b)      The amount of the Early Distribution may equal up to
90% of his vested Account balance.

                  (c)      The amount described in subsection (b) above shall
be paid in a single cash lump sum as soon as practicable after the end of the
calendar month in which the Early Distribution election is made.

                  (d)      If a Participant requests an Early Distribution of
his or her vested Account, the remaining balance of his or her Account shall be
reduced by 10% of the amount requested to be distributed, to a maximum
reduction of $100,000, which shall be permanently forfeited and the Company
shall have no obligation to the Participant or his or her Beneficiary with
respect to such forfeited amount.

                  (e)      If a Participant receives an Early Distribution of
either all or a part of his or her Account, the Participant will be ineligible
to participate in the Plan for the balance of the Plan Year and the following
Plan Year. All distributions shall be made on a pro rata basis from among a
Participant's Accounts and Fund Subaccounts.

         6.3      Hardship Distribution.

                  A Participant shall be permitted to elect a Hardship
Distribution from his or her vested Accounts in accordance with Section 1.1(w)
prior to the Payment Date, subject to the following restrictions:

                  (a)      The election to take a Hardship Distribution shall
be made by filing a form provided by and filed with the Committee prior to the
end of any calendar month.

                  (b)      The Committee shall have made a determination that
the requested distribution constitutes a Hardship Distribution in accordance
with Section 1.1(w).

                  (c)      The amount determined by the Committee to qualify as
a Hardship Distribution shall be paid in a single cash lump sum as soon as
practicable after the end of the calendar month in which the Hardship
Distribution election is made and approved by the Committee.


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<PAGE>

                  (d)      If a Participant receives a Hardship Distribution,
the Participant will be ineligible to participate in the Plan for the balance
of the Plan Year.

         6.4      Inability to Locate Participant.

                  In the event that the Committee is unable to locate a
Participant or Beneficiary within two years following the required Payment
Date, the amount allocated to the Participant's Accounts shall be forfeited.
If, after such forfeiture, the Participant or Beneficiary later claims such
benefit, such benefit shall be reinstated without interest or earnings after
the date of the forfeiture.

                                  ARTICLE VII

                                 ADMINISTRATION

         7.1      Committee.

                  The Committee shall be appointed by, and serve at the
pleasure of, the Board of Directors. The number of members comprising the
Committee shall be determined by the Board, which may from time to time vary
the number of members. A member of the Committee may resign by delivering a
written notice of resignation to the Board. The Board may remove any member by
delivering a certified copy of its resolution of removal to such member.
Vacancies in the membership of the Committee shall be filled promptly by the
Board.

         7.2      Committee Action.

                  The Committee shall act at meetings by affirmative vote of a
majority of the members of the Committee. Any action permitted to be taken at a
meeting may be taken without a meeting if, prior to such action, a written
consent to the action is signed by all members of the Committee and such
written consent is filed with the minutes of the proceedings of the Committee.
A member of the Committee shall not vote or act upon any matter which relates
solely to himself or herself as a Participant. The Chair or any other member or
members of the Committee designated by the Chair may execute any certificate or
other written direction on behalf of the Committee.

         7.3      Powers and Duties of the Committee.

         (a)      The Committee shall enforce the Plan in accordance with its
terms, shall be charged with the general administration of the Plan, and shall
have all powers necessary to accomplish its purposes, including, but not by way
of limitation, the following:

                  (1)      To select the Funds in accordance with
Section 3.2(b) hereof;

                  (2)      To construe and interpret the terms and provisions
of this Plan and to make factual determinations;


                                     -11-

<PAGE>

                  (3)      To compute and certify to the amount and kind of
benefits payable to Participants and their Beneficiaries;

                  (4)      To maintain all records that may be necessary for
the administration of the Plan;

                  (5)      To provide for the disclosure of all information and
the filing or provision of all reports and statements to Participants,
Beneficiaries or governmental agencies as shall be required by law;

                  (6)      To make and publish such rules for the regulation of
the Plan and procedures for the administration of the Plan as are not
inconsistent with the terms hereof;

                  (7)      To appoint any agent, and to delegate such powers
and duties in connection with the administration of the Plan as the Committee
may from time to time prescribe; and

                  (8)      To take all other actions necessary for the
administration of the Plan.

         7.4      Construction and Interpretation.

                  The Committee shall have full discretion to construe and
interpret the terms and provisions of this Plan, which interpretations or
construction shall be final and binding on all parties, including but not
limited to the Company and any Participant or Beneficiary and the Enrollment
Agreement of each Participant shall constitute that Participant's
acknowledgement and acceptance of the terms of the Plan and the Committee's
authority and discretion. The Committee shall administer such terms and
provisions in a uniform and nondiscriminatory manner and in full accordance
with any and all laws applicable to the Plan.

         7.5      Information.

                  To enable the Committee to perform its functions, the Company
shall supply full and timely information to the Committee on all matters
relating to the Compensation of all Participants, their death or other events
which cause termination of their participation in this Plan, and such other
pertinent facts as the Committee may require.

         7.6      Compensation, Expenses and Indemnity.

                  (a)      The members of the Committee shall serve without
compensation for their services hereunder.

                  (b)      The Committee is authorized at the expense of the
Company to employ such legal counsel as it may deem advisable to assist in the
performance of its duties hereunder. Expenses and fees in connection with the
administration of the Plan shall be paid by the Company.


                                     -12-

<PAGE>

                  (c)      To the extent permitted by applicable state law, the
Company shall indemnify and hold harmless the Committee and each member
thereof, the Board of Directors and any delegate of the Committee who is an
employee of the Company against any and all expenses, liabilities and claims,
including legal fees to defend against such liabilities and claims arising out
of their discharge in good faith of responsibilities under or incident to the
Plan, other than expenses and liabilities arising out of willful misconduct.
This indemnity shall not preclude such further indemnities as may be available
under insurance purchased by the Company or provided by the Company under any
bylaw, agreement or otherwise, as such indemnities are permitted under state
law.

         7.7      Quarterly Statements.

                  Under procedures established by the Committee, a Participant
shall receive a statement with respect to such Participant's Accounts on a
quarterly basis.

         7.8      Disputes.

                  (a)      Claim.

                  A person who believes that he or she is being denied a
benefit to which he or she is entitled under this Plan (hereinafter referred to
as "Claimant") must file a written request for such benefit with the Company's
Vice President of Human Resources, setting forth his or her claim. The request
must be addressed to the Vice President at the Company's then principal place
of business.

                  (b)      Claim Decision.

                  Upon receipt of a claim, the Vice President shall advise the
Claimant that a reply will be forthcoming within ninety (90) days and shall, in
fact, deliver such reply within such period. The Vice President may, however,
extend the reply period for an additional ninety (90) days for special
circumstances.

                  If the claim is denied in whole or in part, the Vice
President shall inform the Claimant in writing, using language calculated to be
understood by the Claimant, setting forth: (i) the specified reason or reasons
for such denial; (ii) the specific reference to relevant provisions of the Plan
on which such denial is based; (iii) a description of any additional material
or information necessary for the Claimant to perfect his or her claim and an
explanation of why such material or such information is necessary; (iv)
appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review; (v) the time limits for requesting a review under
subsection (c), and (vi) the Participant's right to bring an action for
benefits under Section 502 of ERISA.

                  (c)      Request For Review.

                  Within sixty (60) days after the receipt by the Claimant of
the written opinion described above, the Claimant may request in writing that
the Committee review the determination of the Vice President. Such request must
be addressed to the Secretary of the Committee, at the Company's then principal
place of business. The Claimant or his or her duly


                                     -13-

<PAGE>

authorized representative may, but need not, review the pertinent documents and
submit issues and comments in writing for consideration by the Committee. If
the Claimant does not request a review within such sixty (60) day period, he or
she shall be barred and estopped from challenging the Vice President's
determination.

         (d)      Review of Decision.

                  Within sixty (60) days after the Committee's receipt of a
request for review, after considering all materials presented by the Claimant,
the Committee will inform the Participant in writing, in a manner calculated to
be understood by the Claimant, the decision setting forth the specific reasons
for the decision containing specific references to the relevant provisions of
the Plan on which the decision is based and the Participant's right to bring an
action for benefits under Section 502 of ERISA. If special circumstances
require that the sixty (60) day time period be extended, the Committee will so
notify the Claimant and will render the decision as soon as possible, but no
later than one hundred twenty (120) days after receipt of the request for
review.

                                 ARTICLE VIII

                                 MISCELLANEOUS

         8.1      Unsecured General Creditor.

                  Participants and their Beneficiaries, heirs, successors, and
assigns shall have no legal or equitable rights, claims, or interest in any
specific property or assets of the Company. No assets of the Company shall be
held in any way as collateral security for the fulfilling of the obligations of
the Company under this Plan. Any and all of the Company's assets shall be, and
remain, the general unpledged, unrestricted assets of the Company. The
Company's obligation under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay money in the future, and the rights of
the Participants and Beneficiaries shall be no greater than those of unsecured
general creditors. It is the intention of the Company that this Plan be
unfunded for purposes of the Code and for purposes of Title 1 of the Employee
Retirement Income Security Act of 1974, as amended.

         8.2      Restriction Against Assignment.

                  The Company shall pay all amounts payable hereunder only to
the person or persons designated by the Plan and not to any other person or
corporation. No part of a Participant's Accounts shall be liable for the debts,
contracts, or engagements of any Participant, his or her Beneficiary, or
successors in interest, nor shall a Participant's Accounts be subject to
execution by levy, attachment, or garnishment or by any other legal or
equitable proceeding, nor shall any such person have any right to alienate,
anticipate, sell, transfer, commute, pledge, encumber, or assign any benefits
or payments hereunder in any manner whatsoever. If any Participant, Beneficiary
or successor in interest is adjudicated bankrupt or purports to anticipate,
alienate, sell, transfer, commute, assign, pledge, encumber or charge any
distribution or payment from the Plan, voluntarily or involuntarily, the
Committee, in its discretion, may cancel such distribution or payment (or any
part thereof) to or for the benefit of such Participant, Beneficiary or
successor in interest in such manner as the Committee shall direct.


                                     -14-

<PAGE>

         8.3      Withholding.

                  There shall be deducted from each payment made under the Plan
or any other Compensation payable to the Participant (or Beneficiary) all taxes
which are required to be withheld by the Company in respect to such payment or
this Plan. The Company shall have the right to reduce any payment (or
compensation) by the amount of cash sufficient to provide the amount of said
taxes.

         8.4      Amendment, Modification, Suspension or Termination.

                  The Committee may amend, modify, suspend or terminate the
Plan in whole or in part, except that no amendment, modification, suspension or
termination shall have any retroactive effect to reduce any amounts allocated
to a Participant's Accounts. In the event that this Plan is terminated, the
amounts allocated to a Participant's Accounts may be distributed to the
Participant or, in the event of his or her death, his or her Beneficiary in a
lump sum within thirty (30) days following the date of termination or at such
other time as shall be determined by the Company in its sole discretion.

         8.5      Governing Law.

                  This Plan shall be construed, governed and administered in
accordance with the laws of the State of Florida, except where pre-empted by
federal law.

         8.6      Receipt or Release.

                  Any payment to a Participant or the Participant's Beneficiary
in accordance with the provisions of the Plan shall, to the extent thereof, be
in full satisfaction of all claims against the Committee and the Company. The
Committee may require such Participant or Beneficiary, as a condition precedent
to such payment, to execute a receipt and release to such effect.

         8.7      Payments on Behalf of Persons Under Incapacity.

                  In the event that any amount becomes payable under the Plan
to a person who, in the sole judgment of the Committee, is considered by reason
of physical or mental condition to be unable to give a valid receipt therefor,
the Committee may direct that such payment be made to any person found by the
Committee, in its sole judgment, to have assumed the care of such person. Any
payment made pursuant to such determination shall constitute a full release and
discharge of the Committee and the Company.


                                     -15-

<PAGE>

         8.8      Limitation of Rights and Employment Relationship

                  Neither the establishment of the Plan and Trust nor any
modification thereof, nor the creating of any fund or account, nor the payment
of any benefits shall be construed as giving to any Participant, or Beneficiary
or other person any legal or equitable right against the Company or the trustee
of the Trust except as provided in the Plan and Trust; and in no event shall
the terms of employment of any Employee or Participant be modified or in any
way be affected by the provisions of the Plan and Trust.

         8.9      Headings.

                  Headings and subheadings in this Plan are inserted for
convenience of reference only and are not to be considered in the construction
of the provisions hereof.


                                     -16-