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                                                                   EXHIBIT 10.19

                   THE EXECUTIVE NONQUALIFIED EXCESS PLAN(SM)
                                  PLAN DOCUMENT


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                                TABLE OF CONTENTS

                   THE EXECUTIVE NONQUALIFIED EXCESS PLAN(SM)

<TABLE>
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<S>              <C>                                                            <C>
Section 1.       Purpose ................................................        1

Section 2.       Definitions ............................................        1

   2.1           "Active Participant" ...................................        1
   2.2           "Adoption Agreement" ...................................        1
   2.3           "Beneficiary" ..........................................        2
   2.4           "Board" ................................................        2
   2.5           "Change in Control" ....................................        2
   2.6           "Committee" ............................................        2
   2.7           "Compensation" .........................................        2
   2.8           "Crediting Date" .......................................        2
   2.9           "Deferred Compensation Account" ........................        2
   2.10          "Disabled" .............................................        3
   2.11          "Education Account" ....................................        3
   2.12          "Effective Date" .......................................        3
   2.13          "Employee" .............................................        3
   2.14          "Employer" .............................................        4
   2.15          "Employer Credits" .....................................        4
   2.16          "Independent Contractor" ...............................        4
   2.17          "In-Service Account" ...................................        4
   2.18          "Normal Retirement Age" ................................        4
   2.19          "Participant" ..........................................        4
   2.20          "Participating Employer" ...............................        5
   2.21          "Performance-Based Compensation" .......................        5
   2.22          "Plan" .................................................        5
   2.23          "Plan Administrator" ...................................        5
   2.24          "Plan Year" ............................................        5
   2.25          "Provider" .............................................        5
   2.26          "Qualifying Distribution Event" ........................        5
   2.27          "Salary Deferral Agreement" ............................        5
   2.28          "Salary Deferral Credits" ..............................        5
   2.29          "Service" ..............................................        6
   2.30          "Service Bonus" ........................................        6
   2.31          "Spouse" or "Surviving Spouse" .........................        6
   2.32          "Student" ..............................................        6
   2.33          "Trust" ................................................        6
   2.34          "Trustee" ..............................................        6
   2.35          "Unforeseeable Emergency" ..............................        6
   2.36          "Years of Service" .....................................        7
</TABLE>

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<TABLE>
<S>              <C>                                                             <C>
Section 3.       Participation ..........................................         7

Section 4.       Credits to Deferred Compensation Account ...............         7

   4.1           Salary Deferral Credits ................................         7
   4.2           Employer Credits .......................................         8
   4.3           Deferred Compensation Account ..........................         8

Section 5.       Qualifying Distribution Events .........................         9

   5.1           Separation from Service ................................         9
   5.2           Disability .............................................         9
   5.3           Death ..................................................         9
   5.4           In-Service Withdrawals .................................         9
   5.5           Education Withdrawals ..................................        10
   5.6           Change in Control ......................................        11
   5.7           Unforeseeable Emergency ................................        11

Section 6.       Qualifying Distribution Events Payment Options .........        12

   6.1           Payment Options ........................................        12
   6.2           Subsequent Elections ...................................        13
   6.3           Acceleration Prohibited                                         13

Section 7.       Vesting ................................................        13

Section 8.       Accounts; Deemed Investment; Adjustments to Account ....        14

   8.1           Accounts ...............................................        14
   8.2           Deemed Investments .....................................        14
   8.3           Adjustments to Deferred Compensation Account ...........        14

Section 9.       Administration by Committee ............................        15

   9.1           Membership of Committee ................................        15
   9.2           Committee Officers; Subcommittee .......................        15
   9.3           Committee Meetings .....................................        15
   9.4           Transaction of Business ................................        15
   9.5           Committee Records ......................................        16
   9.6           Establishment of Rules .................................        16
   9.7           Conflicts of Interest ..................................        16
   9.8           Correction of Errors ...................................        16
   9.9           Authority to Interpret Plan ............................        16
   9.10          Third Party Advisors ...................................        17
   9.11          Compensation of Members ................................        17
   9.12          Expense Reimbursement ..................................        17
   9.13          Indemnification ........................................        17
</TABLE>

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<TABLE>
<S>              <C>                                                             <C>
Section 10.      Contractual Liability; Trust ...........................        18

   10.1          Contractual Liability ..................................        18
   10.2          Trust ..................................................        18

Section 11.      Allocation of Responsibilities .........................        18

   11.1          Board ..................................................        19
   11.2          Committee ..............................................        19
   11.3          Plan Administrator .....................................        19

Section 12.      Benefits Not Assignable; Facility of Payments ..........        19

   12.1          Benefits not Assignable ................................        19
   12.2          Payments to Minors and Others ..........................        20

Section 13.      Beneficiary ............................................        20

Section 14.      Amendment and Termination of Plan ......................        21

Section 15.      Communication to Participants ..........................        21

Section 16.      Claims Procedure .......................................        21

   16.1          Filing of a Claim for Benefits .........................        21
   16.2          Notification to Claimant of Decision ...................        22
   16.3          Procedure for Review ...................................        22
   16.4          Decision on Review .....................................        23
   16.5          Action by Authorized Representative of Claimant ........        23

Section 17.      Miscellaneous Provisions ...............................        23

   17.1          Set off ................................................        23
   17.2          Notices ................................................        24
   17.3          Lost Distributes .......................................        24
   17.4          Reliance on Data .......................................        24
   17.5          Receipt and Release for Payments .......................        25
   17.6          Headings ...............................................        25
   17.7          Continuation of Employment .............................        25
   17.8          Merger or Consolidation; Assumption of Plan ............        25
   17.9          Construction ...........................................        26
</TABLE>

                                       iii

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                   THE EXECUTIVE NONQUALIFIED EXCESS PLAN(SM)

            SECTION 1. PURPOSE:

            By execution of the Adoption Agreement, the Employer has adopted the
Plan set forth herein to provide a means by which certain management Employees
and Independent Contractors of the Employer may elect to defer receipt of
current Compensation from the Employer in order to provide retirement and other
benefits on behalf of such Employees and Independent Contractors of the
Employer, as selected in the Adoption Agreement. The Plan is intended to be a
nonqualified deferred compensation plan that complies with the provisions of
Section 409A of the Internal Revenue Code (the "Code"). The Plan is intended to
be an unfunded plan maintained primarily for the purpose of providing deferred
compensation benefits for a select group of management or highly compensated
employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee
Retirement Income Security Act of 1974 and independent contractors.

            SECTION 2. DEFINITIONS:

            As used in the Plan, including this Section 2, references to one
gender shall include the other and, unless otherwise indicated by the context:

            2.1 "ACTIVE PARTICIPANT" means, with respect to any day or date, a
Participant who is in Service on such day or date; provided, that a Participant
shall cease to be an Active Participant immediately upon a determination by the
Committee that the Participant has ceased to be an Employee or Independent
Contractor, or that the Participant no longer meets the eligibility requirements
of the Plan.

            2.2 "ADOPTION AGREEMENT" means the written agreement pursuant to
which the Employer adopts the Plan. The Adoption Agreement is a part of the Plan
as applied to the Employer.

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            2.3 "BENEFICIARY" means the person, persons, entity or entities
designated or determined pursuant to the provisions of Section 13 of the Plan.

            2.4 "BOARD" means the Board of Directors of the Employer, if the
Employer is a corporation. If the Employer is not a corporation, "Board" shall
mean the Employer.

            2.5 "CHANGE IN CONTROL" means a change in ownership or effective
control of the Employer, or in the ownership of a substantial portion of the
assets of the Employer, as provided in regulations promulgated under Section
409A of the Code.

            2.6 "COMMITTEE" means the person designated in the Adoption
Agreement. If the Committee designated in the Adoption Agreement is unable to
serve, the Employer shall satisfy the duties of the Committee provided for in
Section 9.

            2.7 "COMPENSATION" shall have the meaning designated in the Adoption
Agreement.

            2.8 "CREDITING DATE" means the date designated in the Adoption
Agreement for crediting the amount of any Salary Deferral Credits to the
Deferred Compensation Account of a Participant. Employer Credits may be credited
to the Deferred Compensation Account of a Participant on any day that securities
are traded on a national securities exchange.

            2.9 "DEFERRED COMPENSATION ACCOUNT" means the account maintained
with respect to each Participant under the Plan. The Deferred Compensation
Account shall be credited with Salary Deferral Credits and Employer Credits,
credited or debited for deemed investment gains or losses, and adjusted for
payments in accordance with the rules and elections in effect under Section 8.
The Deferred Compensation Account of a Participant shall include any In-Service
Account or Education Account of the Participant, if applicable.

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            2.10 "DISABLED" means a Participant who is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering Employees of the
Employer.

            2.11 "EDUCATION ACCOUNT" means a separate account to be kept for
each Participant that has elected to make education withdrawals as described in
Section 5.5. The Education Account shall be adjusted in the same manner and at
the same time as the Deferred Compensation Account under Section 8 and in
accordance with the rules and elections in effect under Section 8.

            2.12 "EFFECTIVE DATE" shall be the date designated in the Adoption
Agreement as of which the Plan first becomes effective. Notwithstanding the
foregoing, any amounts credited to the account of a Participant pursuant to the
terms of a predecessor plan of the Employer which are not earned and vested
before January 1, 2005, shall be subject to the terms of this Plan.

            2.13 "EMPLOYEE" means an individual in the Service of the Employer
if the relationship between the individual and the Employer is the legal
relationship of employer and employee and if the individual is a highly
compensated or management employee of the Employer. An individual shall cease to
be an Employee upon the Employee's termination of Service.

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            2.14 "EMPLOYER" means the Employer identified in the Adoption
Agreement, and any Participating Employer which adopts this Plan. The Employer
may be a corporation, a limited liability company, a partnership or sole
proprietorship. All references herein to the Employer shall be applied
separately to each such Employer as if the Plan were solely the Plan of that
Employer.

            2.15 "EMPLOYER CREDITS" means the amounts credited to the
Participant's Deferred Compensation Account by the Employer pursuant to the
provisions of Section 4.2.

            2.16 "INDEPENDENT CONTRACTOR" means an individual in the Service of
the Employer if the relationship between the individual and the Employer is not
the legal relationship of employer and employee. An individual shall cease to be
an Independent Contractor upon the termination of the Independent Contractor's
Service. An Independent Contractor shall include a director of the Employer who
is not an Employee.

            2.17 "IN-SERVICE ACCOUNT" means a separate account to be kept for
each Participant that has elected to make in-service withdrawals as described in
Section 5.4. The In-Service Account shall be adjusted in the same manner and at
the same time as the Deferred Compensation Account under Section 8 and in
accordance with the rules and elections in effect under Section 8.

            2.18 "NORMAL RETIREMENT AGE" of a Participant means the age
designated in the Adoption Agreement.

            2.19 "PARTICIPANT" means with respect to any Plan Year an Employee
or Independent Contractor who has been designated by the Committee as a
Participant and who has entered the Plan or who has a Deferred Compensation
Account under the Plan.

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            2.20 "PARTICIPATING EMPLOYER" means any trade or business (whether
or not incorporated) which adopts this Plan with the consent of the Employer
identified in the Adoption Agreement.

            2.21 "PERFORMANCE-BASED COMPENSATION" means any compensation based
on services performed over a period of at least twelve months as provided in
regulations promulgated under Section 409A of the Code.

            2.22 "PLAN" means The Executive Nonqualified Excess Plan(SM), as
herein set out or as duly amended. The name of the Plan as applied to the
Employer shall be designated in the Adoption Agreement.

            2.23 "PLAN ADMINISTRATOR" means the person designated in the
Adoption Agreement. If the Plan Administrator designated in the Adoption
Agreement is unable to serve, the Employer shall be the Plan Administrator.

            2.24 "PLAN YEAR" means the twelve-month period ending on the last
day of the month designated in the Adoption Agreement; provided, that the
initial Plan Year may have fewer than twelve months.

            2.25 "PROVIDER" means Executive Benefit Services, Inc.

            2.26 "QUALIFYING DISTRIBUTION EVENT" means an event described in
Section 5.

            2.27 "SALARY DEFERRAL AGREEMENT" means a written agreement entered
into between a Participant and the Employer pursuant to the provisions of
Section 4.1

            2.28 "SALARY DEFERRAL CREDITS" means the amounts credited to the
Participant's Deferred Compensation Account by the Employer pursuant to the
provisions of Section 4.1.

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            2.29 "SERVICE" means employment by the Employer as an Employee. If
the Participant is an Independent Contractor, "Service" shall mean the period
during which the contractual relationship exists between the Employer and the
Participant.

            2.30 "SERVICE BONUS" means any bonus paid to a Participant by the
Employer which is not Performance-Based Compensation.

            2.31 "SPOUSE" or "SURVIVING SPOUSE" means, except as otherwise
provided in the Plan, a person of the opposite sex who is the legally married
spouse or surviving spouse of a Participant.

            2.32 "STUDENT" means the individual designated by the Participant in
the Salary Deferral Agreement with respect to whom the Participant will create
an Education Account.

            2.33 "TRUST" means the trust fund established pursuant to Section
10.2, if designated by the Employer in the Adoption Agreement.

            2.34 "TRUSTEE" means the trustee, if any, named in the agreement
establishing the Trust and such successor or additional trustee as may be named
pursuant to the terms of the agreement establishing the Trust.

            2.35 "UNFORESEEABLE EMERGENCY" means a severe financial hardship to
the Participant resulting from a sudden or unexpected illness or accident of the
Participant, the Participant's Spouse or dependent (as defined in Section 152(a)
of the Code), loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant.

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            2.36 "YEARS OF SERVICE" means each Plan Year of Service completed by
the Participant. For vesting purposes, Years of Service shall be calculated from
the date designated in the Adoption Agreement.

            SECTION 3. PARTICIPATION:

            The Committee in its discretion shall designate each Employee or
Independent Contractor who is eligible to participate in the Plan. An Employee
or Independent Contractor designated by the Committee as a Participant who has
not otherwise entered the Plan shall enter the Plan and become a Participant as
of the date determined by the Committee. A Participant who separates from
Service with the Employer and who later returns to Service will not be an Active
Participant under the Plan except upon satisfaction of such terms and conditions
as the Committee shall establish upon the Participant's return to Service,
whether or not the Participant shall have a balance remaining in the Deferred
Compensation Account under the Plan on the date of the return to Service.

            SECTION 4. CREDITS TO DEFERRED COMPENSATION ACCOUNT:

            4.1 SALARY DEFERRAL CREDITS. To the extent provided in the Adoption
Agreement, each Active Participant may elect, by entering into a Salary Deferral
Agreement with the Employer, to defer the receipt of Compensation from the
Employer by a dollar amount or percentage specified in the Salary Deferral
Agreement. The amount of the Participant's Salary Deferral Credit shall be
credited by the Employer to the Deferred Compensation Account maintained for the
Participant pursuant to Section 8. The following special provisions shall apply
with respect to the Salary Deferral Credits of a Participant:

            4.1.1 The Employer shall credit to the Participant's Deferred
      Compensation Account on each Crediting Date an amount equal to the total
      Salary Deferral Credit for the period ending on such Crediting Date.

                                       7
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            4.1.2 An election pursuant to Section 4.1 shall be made by the
      Participant by executing and delivering a Salary Deferral Agreement to the
      Committee. The Salary Deferral Agreement shall become effective with
      respect to such Participant as of the first day of January following the
      date such Salary Deferral Agreement is received by the Committee;
      provided, that in the case of the first year in which the Participant
      becomes eligible to participate in the Plan, the Participant may execute
      and deliver a Salary Deferral Agreement to the Committee within 30 days
      after the date the Participant enters the Plan to be effective as of the
      first payroll period next following the date the Salary Deferral Agreement
      is received by the Committee. A Participant's election shall continue in
      effect, unless earlier modified by the Participant, until the Participant
      separates from Service, or, if earlier, until the Participant ceases to be
      an Active Participant under the Plan.

            4.1.3 A Participant may unilaterally modify a Salary Deferral
      Agreement (either to terminate, increase or decrease the portion of his
      future Compensation which is subject to salary deferral within the
      percentage limits set forth in Section 4.1 of the Adoption Agreement) by
      providing a written modification of the Salary Deferral Agreement to the
      Employer. The modification shall become effective as of the first day of
      January following the date such written modification is received by the
      Committee.

            4.1.4 Notwithstanding Sections 4.1.2 and 4.1.3, a Salary Deferral
      Agreement relating to the deferral of Performance-Based Compensation must
      be executed and delivered to the Committee no later than the date which is
      6 months prior to the end of the performance period, and may not be
      modified after such date.

            4.1.5 The Committee may from time to time establish policies or
      rules governing the manner in which Salary Deferral Credits may be made.

            4.2 EMPLOYER CREDITS. If designated by the Employer in the Adoption
Agreement, the Employer shall cause the Committee to credit to the Deferred
Compensation Account of each Active Participant an Employer Credit as determined
in accordance with the Adoption Agreement.

            4.3 DEFERRED COMPENSATION ACCOUNT. All Salary Deferral Credits and
Employer Credits shall be credited to the Deferred Compensation Account of the
Participant.

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            SECTION 5. QUALIFYING DISTRIBUTION EVENTS:

            5.1 SEPARATION FROM SERVICE. If the Participant separates from
Service with the Employer, the vested balance in the Deferred Compensation
Account shall be paid to the Participant by the Employer as provided in Section
6. Notwithstanding the foregoing, no distribution shall be made earlier than six
months after the date of separation from Service (or, if earlier, the date of
death) with respect to a Participant who is a key employee (as defined in
Section 416(i) of the Code without regard to paragraph (5) thereof) of a
corporation the stock in which is traded on an established securities market or
otherwise.

            5.2 DISABILITY. If the Participant becomes Disabled while in
Service, the vested balance in the Deferred Compensation Account shall be paid
to the Participant by the Employer as provided in Section 6.

            5.3 DEATH. If the Participant dies while in Service, the Employer
shall pay a benefit to the Participant's Beneficiary in the amount designated in
the Adoption Agreement. Payment of such benefit shall be made by the Employer as
provided in Section 6. If a Participant dies following his separation from
Service for any reason, and before all payments under the Plan have been made,
the vested balance in the Deferred Compensation Account shall be paid by the
Employer to the Participant's Beneficiary pursuant to Section 6.

            5.4 IN-SERVICE WITHDRAWALS. If the Employer designates in the
Adoption Agreement that in-service withdrawals are permitted under the Plan, a
Participant may elect in the Salary Deferral Agreement to withdraw a designated
amount from the Deferred Compensation Account at the specified time or times
designated by the Participant in the Salary Deferral Agreement, and the
Participant's In-Service Account shall be credited with the amount designated
for in-service withdrawals. In no event may an in-service withdrawal be made
prior to two years following the establishment of the In-Service Account of the
Participant.

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Notwithstanding the foregoing, if a Participant incurs a Qualifying Distribution
Event prior to the date on which the entire balance in the In-Service Account
has been distributed, then the balance in the In-Service Account on the date of
the Qualifying Distribution Event shall be distributed to the Participant in the
same manner and at the same time as the balance in the Deferred Compensation
Account is distributed under Section 6 and in accordance with the rules and
elections in effect under Section 6.

            5.5 EDUCATION WITHDRAWALS. If the Employer designates in the
Adoption Agreement that education withdrawals are permitted under the Plan, a
Participant may elect in the Salary Deferral Agreement to withdraw a designated
amount from the Deferred Compensation Account at the specified time or times
designated by the Participant in the Salary Deferral Agreement, and the
Participant's Education Account shall be credited with the amount designated for
in-service withdrawals. If the Participant designates more than one Student, the
Education Account will be divided into a separate Education Account for each
Student, and the Participant may designate in the Salary Deferral Agreement the
percentage or dollar amount of the Deferred Compensation Account to be credited
to each Education Account. In the absence of a clear designation, all credits
made to the Education Account shall be equally allocated to each Education
Account. The Employer shall pay to the Participant the balance in the Education
Account with respect to the Student at the time and in the manner designated by
the Participant in the Salary Deferral Agreement. Notwithstanding the foregoing,
if the Participant incurs a Qualifying Distribution Event prior to the date on
which the entire balance of the Education Account has been distributed, then the
balance in the Education Account on the date of the Qualifying Distribution
Event shall be distributed to the Participant in the same manner and at

                                       10
<PAGE>

the same time as the Deferred Compensation Account is distributed under Section
6 and in accordance with the rules and elections in effect under Section 6.

            5.6 CHANGE IN CONTROL. If the Employer designates in the Adoption
Agreement that distributions are permitted under the Plan due to a Change in
Control, the vested balance in the Deferred Compensation Account shall be paid
to the Participant by the Employer as provided in Section 6 as soon as
practicable following a Change in Control regardless of whether the Participant
has separated from Service with the Employer.

            5.7 UNFORESEEABLE EMERGENCY. A distribution of the Deferred
Compensation Account may be made to a Participant in the event of an
Unforeseeable Emergency, subject to the following provisions:

            5.7.1 A Participant may, at any time prior to his separation from
      Service for any reason, make application to the Committee to receive a
      distribution in a lump sum of all or a portion of the vested balance in
      the Deferred Compensation Account (determined as of the date the
      distribution, if any, is made under this Section 5.7) because of an
      Unforeseeable Emergency. A distribution because of an Unforeseeable
      Emergency shall not exceed the amount required to satisfy the
      Unforeseeable Emergency plus amounts necessary to pay taxes reasonably
      anticipated as a result of such distribution, after taking into account
      the extent to which the Unforeseeable Emergency may be relieved through
      reimbursement or compensation by insurance or otherwise or by liquidation
      of the Participant's assets (to the extend the liquidation of such assets
      would not itself cause severe financial hardship).

            5.7.2 The Participant's request for a distribution on account of
      Unforeseeable Emergency must be made in writing to the Committee. The
      request must specify the nature of the financial hardship, the total
      amount requested to be distributed from the Deferred Compensation Account,
      and the total amount of the actual expense incurred or to be incurred on
      account of financial hardship.

            5.7.3 If a distribution under this Section 5.7 is approved by the
      Committee, such distribution will be made as soon as practicable following
      the date it is approved. The processing of the request shall be completed
      as soon as practicable from the date on which the Committee receives the
      properly completed written request for a distribution on account of an
      Unforeseeable Emergency. A distribution due to Unforeseeable Emergency
      shall not affect any deferral election previously made by the Participant.
      If a Participant's separation

                                       11
<PAGE>

      from Service occurs after a request is approved in accordance with this
      Section 5.7.3, but prior to distribution of the full amount approved, the
      approval of the request shall be automatically null and void and the
      benefits which the Participant is entitled to receive under the Plan shall
      be distributed in accordance with the applicable distribution provisions
      of the Plan.

            5.7.4 The Committee may from time to time adopt additional policies
      or rules governing the manner in which such distributions may be made so
      that the Plan may be conveniently administered.

            SECTION 6. QUALIFYING DISTRIBUTION EVENTS PAYMENT OPTIONS:

            6.1 PAYMENT OPTIONS. The Employer shall designate in the Adoption
Agreement the payment options available upon a Qualifying Distribution Event.
The Participant shall elect in the Salary Deferral Agreement the method under
which the vested balance in the Deferred Compensation Account shall be
distributed from among the designated payment options. Payment shall be made in
the manner elected by the Participant and shall commence as soon as practicable
following the Qualifying Distribution Event. If the Participant elects the
installment payment option, the payment of each annual installment shall be made
on the anniversary of the date of the first installment payment, and the amount
of the annual installment shall be adjusted on such anniversary for credits or
debits to the Participant's account pursuant to Section 8 of the Plan. Such
adjustment shall be made by dividing the balance in the Deferred Compensation
Account on such date by the number of annual installments remaining to be paid
hereunder; provided that the last annual installment due under the Plan shall be
the entire amount credited to the Participant's account on the date of payment.
In the event the Participant fails to make a valid election of the payment
method, the distribution will be made in a single lump sum payment upon the
Qualifying Distribution Event. Notwithstanding any election made by the
Participant, the vested balance in the Deferred Compensation Account of the
Participant will be distributed in a single lump sum payment if the amount of
such benefit on the date that payment

                                       12
<PAGE>

is to commence does not exceed the maximum amount permitted to be automatically
distributed under the regulations promulgated under Section 409A of the Code.

            6.2 SUBSEQUENT ELECTIONS. With the consent of the Committee, a
Participant may delay or change the method of payment of the Deferred
Compensation Account subject to the following requirements:

            6.2.1 The new election may not take effect until at least 12 months
      after the date on which the new election is made.

            6.2.2 If the new election relates to a payment for a Qualifying
      Distribution Event other than the death of the Participant, the
      Participant becoming Disabled, or an Unforeseeable Emergency, the new
      election must provide for the deferral of the first payment for a period
      of at least five years from the date such payment would otherwise have
      been made.

            6.2.3 If the new election relates to a payment from the In-Service
      Account or Education Account, the new election must be made at least 12
      months prior to the date of the first scheduled payment from such account.

            6.3 ACCELERATION PROHIBITED. The acceleration of the time or
schedule of any payment due under the Plan is prohibited except as provided in
regulations promulgated under Section 409A of the Code.

            SECTION 7. VESTING:

            A Participant shall be fully vested in the portion of his Deferred
Compensation Account attributable to Salary Deferral Credits, and all income,
gains and losses attributable thereto. A Participant shall become fully vested
in the portion of his Deferred Compensation Account attributable to Employer
Credits, and income, gains and losses attributable thereto, in accordance with
the vesting schedule and provisions designated by the Employer in the Adoption
Agreement. If a Participant's Deferred Compensation Account is not fully vested
upon separation from Service, the portion of the Deferred Compensation Account
that is not fully vested shall thereupon be forfeited.

                                       13
<PAGE>

            SECTION 8. ACCOUNTS; DEEMED INVESTMENT; ADJUSTMENTS TO ACCOUNT:

            8.1 ACCOUNTS. The Committee shall establish a book reserve account,
entitled the "Deferred Compensation Account," on behalf of each Participant. The
Committee shall also establish an In-Service Account and Education Account as a
part of the Deferred Compensation Account of each Participant, if applicable.
The amount credited to the Deferred Compensation Account shall be adjusted
pursuant to the provisions of Section 8.3.

            8.2 DEEMED INVESTMENTS. The Deferred Compensation Account of a
Participant shall be credited with an investment return determined as if the
account were invested in one or more investment funds made available by the
Committee. The Participant shall elect the investment funds in which his
Deferred Compensation Account shall be deemed to be invested. Such election
shall be made in the manner prescribed by the Committee and shall take effect
upon the entry of the Participant into the Plan. The investment election of the
Participant shall remain in effect until a new election is made by the
Participant. In the event the Participant fails for any reason to make an
effective election of the investment return to be credited to his account, the
investment return shall be determined by the Committee.

            8.3 ADJUSTMENTS TO DEFERRED COMPENSATION ACCOUNT. With respect to
each Participant who has a Deferred Compensation Account under the Plan, the
amount credited to such account shall be adjusted by the following debits and
credits, at the times and in the order stated:

            8.3.1 The Deferred Compensation Account shall be debited each
      business day with the total amount of any payments made from such account
      since the last preceding business day to him or for his benefit.

            8.3.2 The Deferred Compensation Account shall be credited on each
      Crediting Date with the total amount of any Salary Deferral Credits and
      Employer Credits to such account since the last preceding Crediting Date.

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<PAGE>

            8.3.3 The Deferred Compensation Account shall be credited or debited
      on each day securities are traded on a national stock exchange with the
      amount of deemed investment gain or loss resulting from the performance of
      the investment funds elected by the Participant in accordance with Section
      8.2. The amount of such deemed investment gain or loss shall be determined
      by the Committee and such determination shall be final and conclusive upon
      all concerned.

            SECTION 9. ADMINISTRATION BY COMMITTEE:

            9.1 MEMBERSHIP OF COMMITTEE. If elected in the Adoption Agreement,
the Committee shall consist of at least three individuals who shall be appointed
by the Board to serve at the pleasure of the Board. Any member of the Committee
may resign, and his successor, if any, shall be appointed by the Board. The
Committee shall be responsible for the general administration and interpretation
of the Plan and for carrying out its provisions, except to the extent all or any
of such obligations are specifically imposed on the Board.

            9.2 COMMITTEE OFFICERS; SUBCOMMITTEE. The members of the Committee
may elect Chairman and may elect an acting Chairman. They may also elect a
Secretary and may elect an acting Secretary, either of whom may be but need not
be a member of the Committee. The Committee may appoint from its membership such
subcommittees with such powers as the Committee shall determine, and may
authorize one or more of its members or any agent to execute or deliver any
instruments or to make any payment on behalf of the Committee.

            9.3 COMMITTEE MEETINGS. The Committee shall hold such meetings upon
such notice, at such places and at such intervals as it may from time to time
determine. Notice of meetings shall not be required if notice is waived in
writing by all the members of the Committee at the time in office, or if all
such members are present at the meeting.

            9.4 TRANSACTION OF BUSINESS. A majority of the members of the
Committee at the time in office shall constitute a quorum for the transaction of
business. All resolutions or other actions taken by the Committee at any meeting
shall be by vote of a majority of those

                                       15
<PAGE>

present at any such meeting and entitled to vote. Resolutions may be adopted or
other action taken without a meeting upon written consent thereto signed by all
of the members of the Committee.

            9.5 COMMITTEE RECORDS. The Committee shall maintain full and
complete records of its deliberations and decisions. The minutes of its
proceedings shall be conclusive proof of the facts of the operation of the Plan.

            9.6 ESTABLISHMENT OF RULES. Subject to the limitations of the Plan,
the Committee may from time to time establish rules or by-laws for the
administration of the Plan and the transaction of its business.

            9.7 CONFLICTS OF INTEREST. No individual member of the Committee
shall have any right to vote or decide upon any matter relating solely to
himself or to any of his rights or benefits under the Plan (except that such
member may sign unanimous written consent to resolutions adopted or other action
taken without a meeting), except relating to the terms of his Salary Deferral
Agreement.

            9.8 CORRECTION OF ERRORS. The Committee may correct errors and, so
far as practicable, may adjust any benefit or credit or payment accordingly. The
Committee may in its discretion waive any notice requirements in the Plan;
provided, that a waiver of notice in one or more cases shall not be deemed to
constitute a waiver of notice in any other case. With respect to any power or
authority which the Committee has discretion to exercise under the Plan, such
discretion shall be exercised in a nondiscriminatory manner.

            9.9 AUTHORITY TO INTERPRET PLAN. Subject to the claims procedure set
forth in Section 16 the Plan Administrator and the Committee shall have the duty
and discretionary authority to interpret and construe the provisions of the Plan
and to decide any dispute which

                                       16
<PAGE>

may arise regarding the rights of Participants hereunder, including the
discretionary authority to construe the Plan and to make determinations as to
eligibility and benefits under the Plan. Determinations by the Plan
Administrator and the Committee shall apply uniformly to all persons similarly
situated and shall be binding and conclusive upon all interested persons.

            9.10 THIRD PARTY ADVISORS. The Committee may engage an attorney,
accountant, actuary or any other technical advisor on matters regarding the
operation of the Plan and to perform such other duties as shall be required in
connection therewith, and may employ such clerical and related personnel as the
Committee shall deem requisite or desirable in carrying out the provisions of
the Plan. The Committee shall from time to time, but no less frequently than
annually, review the financial condition of the Plan and determine the financial
and liquidity needs of the Plan. The Committee shall communicate such needs to
the Employer so that its policies may be appropriately coordinated to meet such
needs.

            9.11 COMPENSATION OF MEMBERS. No fee or compensation shall be paid
to any member of the Committee for his Service as such.

            9.12 EXPENSE REIMBURSEMENT. The Committee shall be entitled to
reimbursement by the Employer for its reasonable expenses properly and actually
incurred in the performance of its duties in the administration of the Plan.

            9.13 INDEMNIFICATION. No member of the Committee shall be personally
liable by reason of any contract or other instrument executed by him or on his
behalf as a member of the Committee nor for any mistake of judgment made in good
faith, and the Employer shall indemnify and hold harmless, directly from its own
assets (including the proceeds of any insurance policy the premiums for which
are paid from the Employer's own assets), each member of the Committee and each
other officer, employee, or director of the Employer to

                                       17
<PAGE>

whom any duty or power relating to the administration or interpretation of the
Plan may be delegated or allocated, against any unreimbursed or uninsured cost
or expense (including any sum paid in settlement of a claim with the prior
written approval of the Board) arising out of any act or omission to act in
connection with the Plan unless arising out of such person's own fraud, bad
faith, willful misconduct or gross negligence.

            SECTION 10. CONTRACTUAL LIABILITY; TRUST:

            10.1 CONTRACTUAL LIABILITY. The obligation of the Employer to make
payments hereunder shall constitute a contractual liability of the Employer to
the Participant. Such payments shall be made from the general funds of the
Employer, and the Employer shall not be required to establish or maintain any
special or separate fund, or otherwise to segregate assets to assure that such
payments shall be made, and the Participant shall not have any interest in any
particular assets of the Employer by reason of its obligations hereunder. To the
extent that any person acquires a right to receive payment from the Employer,
such right shall be no greater than the right of an unsecured creditor of the
Employer.

            10.2 TRUST. If so designated in Section 2.33 of the Adoption
Agreement, the Employer may establish a Trust with the Trustee, pursuant to such
terms and conditions as are set forth in the Trust Agreement. The Trust, if and
when established, is intended to be treated as a grantor trust for purposes of
the Code and all assets of the Trust shall be held in the United States. The
establishment of the Trust is not intended to cause Participants to realize
current income on amounts contributed thereto, and the Trust shall be so
interpreted and administered.

            SECTION 11. ALLOCATION OF RESPONSIBILITIES:

            The persons responsible for the Plan and the duties and
responsibilities allocated to each are as follows:

                                       18
<PAGE>

            11.1 BOARD.

                  (i)   To amend the Plan;

                  (ii)  To appoint and remove members of the Committee; and

                  (iii) To terminate the Plan.

            11.2 COMMITTEE.

                  (i)   To designate Participants;

                  (ii)  To interpret the provisions of the Plan and to determine
            the rights of the Participants under the Plan, except to the extent
            otherwise provided in Section 16 relating to claims procedure;

                  (iii) To administer the Plan in accordance with its terms,
            except to the extent powers to administer the Plan are specifically
            delegated to another person or persons as provided in the Plan;

                  (iv)  To account for the amount credited to the Deferred
            Compensation Account of a Participant; and

                  (v)   To direct the Employer in the payment of benefits.

            11.3 PLAN ADMINISTRATOR.

                  (i)   To file such reports as may be required with the United
            States Department of Labor, the Internal Revenue Service and any
            other government agency to which reports may be required to be
            submitted from time to time; and

                  (ii)  To administer the claims procedure to the extent
            provided in Section 16.

            SECTION 12. BENEFITS NOT ASSIGNABLE; FACILITY OF PAYMENTS:

            12.1 BENEFITS NOT ASSIGNABLE. No portion of any benefit credited or
paid under the Plan with respect to any Participant shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt so to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void, nor shall
any portion of such benefit be in any manner payable to any assignee, receiver
or any one trustee, or be liable for his debts, contracts, liabilities,
engagements or torts. Notwithstanding the

                                       19
<PAGE>

foregoing, in the event that all or any portion of the benefit of a Participant
is transferred to the former spouse of the Participant incident to a divorce,
the Committee shall maintain such amount for the benefit of the former spouse
until distributed in the manner required by an order of any court having
jurisdiction over the divorce, and the former spouse shall be entitled to the
same rights as the Participant with respect to such benefit.

            12.2 PAYMENTS TO MINORS AND OTHERS. If any individual entitled to
receive a payment under the Plan shall be physically, mentally or legally
incapable of receiving or acknowledging receipt of such payment, the Committee,
upon the receipt of satisfactory evidence of his incapacity and satisfactory
evidence that another person or institution is maintaining him and that no
guardian or committee has been appointed for him, may cause any payment
otherwise payable to him to be made to such person or institution so maintaining
him. Payment to such person or institution shall be in full satisfaction of all
claims by or through the Participant to the extent of the amount thereof.

            SECTION 13. BENEFICIARY:

            The Participant's beneficiary shall be the person or persons
designated by the Participant on the beneficiary designation form provided by
and filed with the Committee or its designee. If the Participant does not
designate a beneficiary, the beneficiary shall be his Surviving Spouse. If the
Participant does not designate a beneficiary and has no Surviving Spouse, the
beneficiary shall be the Participant's estate. The designation of a beneficiary
may be changed or revoked only by filing a new beneficiary designation form with
the Committee or its designee. If a beneficiary (the "primary beneficiary") is
receiving or is entitled to receive payments under the Plan and dies before
receiving all of the payments due him, the balance to which he is entitled shall
be paid to the contingent beneficiary, if any, named in the Participant's
current beneficiary designation form. If there is no contingent beneficiary, the
balance shall be

                                       20
<PAGE>

paid to the estate of the primary beneficiary. Any beneficiary may disclaim all
or any part of any benefit to which such beneficiary shall be entitled hereunder
by filing a written disclaimer with the Committee before payment of such benefit
is to be made. Such a disclaimer shall be made in a form satisfactory to the
Committee and shall be irrevocable when filed. Any benefit disclaimed shall be
payable from the Plan in the same manner as if the beneficiary who filed the
disclaimer had died on the date of such filing.

            SECTION 14. AMENDMENT AND TERMINATION OF PLAN:

            The Board may amend any provision of the Plan or terminate the Plan
at any time; provided, that in no event shall such amendment or termination
reduce the balance in any Participant's Deferred Compensation Account as of the
date of such amendment or termination, nor shall any such amendment affect the
terms of the Plan relating to the payment of such Deferred Compensation Account.

            SECTION 15. COMMUNICATION TO PARTICIPANTS:

            The Employer shall make a copy of the Plan available for inspection
by Participants and their beneficiaries during reasonable hours at the principal
office of the Employer.

            SECTION 16. CLAIMS PROCEDURE:

            The following claims procedure shall apply with respect to the Plan:

            16.1 FILING OF A CLAIM FOR BENEFITS. If a Participant or beneficiary
(the "claimant") believes that he is entitled to benefits under the Plan which
are not being paid to him or which are not being accrued for his benefit, he
shall file a written claim therefor with the Plan Administrator. In the event
the Plan Administrator shall be the claimant, all actions which are required to
be taken by the Plan Administrator pursuant to this Section 16 shall be taken
instead by another member of the Committee designated by the Committee.

                                       21
<PAGE>

            16.2 NOTIFICATION TO CLAIMANT OF DECISION. Within 90 days after
receipt of a claim by the Plan Administrator (or within 180 days if special
circumstances require an extension of time), the Plan Administrator shall notify
the claimant of the decision with regard to the claim. In the event of such
special circumstances requiring an extension of time, there shall be furnished
to the claimant prior to expiration of the initial 90-day period written notice
of the extension, which notice shall set forth the special circumstances and the
date by which the decision shall be furnished. If such claim shall be wholly or
partially denied, notice thereof shall be in writing and worded in a manner
calculated to be understood by the claimant, and shall set forth: (i) the
specific reason or reasons for the denial; (ii) specific reference to pertinent
provisions of the Plan on which the denial is based; (iii) a description of any
additional material or information necessary for the claimant to perfect the
claim and an explanation of why such material or information is necessary; and
(iv) an explanation of the procedure for review of the denial and the time
limits applicable to such procedures, including a statement of the claimant's
right to bring a civil action under ERISA following an adverse benefit
determination on review. Notwithstanding the forgoing, if the claim relates to a
Participant who is Disabled, the Plan Administrator shall notify the claimant of
the decision within 45 days (which may be extended for an additional 30 days if
required by special circumstances).

            16.3 PROCEDURE FOR REVIEW. Within 60 days following receipt by the
claimant of notice denying his claim, in whole or in part, or, if such notice
shall not be given, within 60 days following the latest date on which such
notice could have been timely given, the claimant shall appeal denial of the
claim by filing a written application for review with the Committee. Following
such request for review, the Committee shall fully and fairly review the
decision

                                       22
<PAGE>

denying the claim. Prior to the decision of the Committee, the claimant shall be
given an opportunity to review pertinent documents and to submit issues and
comments in writing.

            16.4 DECISION ON REVIEW. The decision on review of a claim denied in
whole or in part by the Plan Administrator shall be made in the following
manner:

            16.4.1 Within 60 days following receipt by the Committee of the
      request for review (or within 120 days if special circumstances require an
      extension of time), the Committee shall notify the claimant in writing of
      its decision with regard to the claim. In the event of such special
      circumstances requiring an extension of time, written notice of the
      extension shall be furnished to the claimant prior to the commencement of
      the extension. If the decision on review is not furnished in a timely
      manner, the claim shall be deemed denied as of the close of the initial
      60-day period (or the close of the extension period, if applicable).
      Notwithstanding the forgoing, if the claim relates to a Participant who is
      Disabled, the Committee shall notify the claimant of the decision within
      45 days (which may be extended for an additional 45 days if required by
      special circumstances).

            16.4.2 With respect to a claim that is denied in whole or in part,
      the decision on review shall set forth specific reasons for the decision,
      shall be written in a manner calculated to be understood by the claimant,
      and shall cite specific references to the pertinent Plan provisions on
      which the decision is based.

            16.4.3 The decision of the Committee shall be final and conclusive.

            16.5 ACTION BY AUTHORIZED REPRESENTATIVE OF CLAIMANT. All actions
set forth in this Section 16 to be taken by the claimant may likewise be taken
by a representative of the claimant duly authorized by him to act in his behalf
on such matters. The Plan Administrator and the Committee may require such
evidence as either may reasonably deem necessary or advisable of the authority
to act of any such representative.

            SECTION 17. MISCELLANEOUS PROVISIONS:

            17.1 SET OFF. Notwithstanding any other provision of this Plan, the
Employer may reduce the amount of any payment otherwise payable to or on behalf
of a Participant hereunder by the amount of any loan, cash advance, extension of
credit or other obligation of the

                                       23
<PAGE>

Participant to the Employer that is then due and payable, and the Participant
shall be deemed to have consented to such reduction.

            17.2 NOTICES. Each Participant who is not in Service and each
Beneficiary shall be responsible for furnishing the Committee or its designee
with his current address for the mailing of notices and benefit payments. Any
notice required or permitted to be given to such Participant or Beneficiary
shall be deemed given if directed to such address and mailed by regular United
States mail, first class, postage prepaid. If any check mailed to such address
is returned as undeliverable to the addressee, mailing of checks will be
suspended until the Participant or beneficiary furnishes the proper address.
This provision shall not be construed as requiring the mailing of any notice or
notification otherwise permitted to be given by posting or by other publication.

            17.3 LOST DISTRIBUTES. A benefit shall be deemed forfeited if the
Plan Administrator is unable to locate the Participant or Beneficiary to whom
payment is due on or before the fifth anniversary of the date payment is to be
made or commence; provided, that the deemed investment rate of return pursuant
to Section 8.2 shall cease to be applied to the Participant's account following
the first anniversary of such date; provided further, however, that such benefit
shall be reinstated if a valid claim is made by or on behalf of the Participant
or Beneficiary for all or part of the forfeited benefit.

            17.4 RELIANCE ON DATA. The Employer, the Committee and the Plan
Administrator shall have the right to rely on any data provided by the
Participant or by any Beneficiary. Representations of such data shall be binding
upon any party seeking to claim a benefit through a Participant, and the
Employer, the Committee and the Plan Administrator shall

                                       24
<PAGE>

have no obligation to inquire into the accuracy of any representation made at
any time by a Participant or beneficiary.

            17.5 RECEIPT AND RELEASE FOR PAYMENTS. Subject to the provisions of
Section 17.1, any payment made from the Plan to or with respect to any
Participant or Beneficiary, or pursuant to a disclaimer by a Beneficiary, shall,
to the extent thereof, be in full satisfaction of all claims hereunder against
the Plan and the Employer with respect to the Plan. The recipient of any payment
from the Plan may be required by the Committee, as a condition precedent to such
payment, to execute a receipt and release with respect thereto in such form as
shall be acceptable to the Committee.

            17.6 HEADINGS. The headings and subheadings of the Plan have been
inserted for convenience of reference and are to be ignored in any construction
of the provisions hereof.

            17.7 CONTINUATION OF EMPLOYMENT. The establishment of the Plan shall
not be construed as conferring any legal or other rights upon any Employee or
any persons for continuation of employment, nor shall it interfere with the
right of the Employer to discharge any Employee or to deal with him without
regard to the effect thereof under the Plan.

            17.8 MERGER OR CONSOLIDATION; ASSUMPTION OF PLAN. No employer-party
to the Plan shall consolidate or merge into or with another corporation or
entity, or transfer all or substantially all of its assets to another
corporation, partnership, trust or other entity (a "Successor Entity") unless
such Successor Entity shall assume the rights, obligations and liabilities of
the employer-party under the Plan and upon such assumption, the Successor Entity
shall become obligated to perform the terms and conditions of the Plan. Nothing
herein shall prohibit the assumption of the obligations and liabilities of the
Employer under the Plan by any Successor Entity.

                                       25
<PAGE>

            17.9 CONSTRUCTION. The Employer shall designate in the Adoption
Agreement the state according to whose laws the provisions of the Plan shall be
construed and enforced, except to the extent that such laws are superseded by
ERISA.

                                       26