EXHIBIT 10.16
 NONQUALIFIED  SUPPLEMENTAL DEFERRED COMPENSATION PLAN   PLAN DOCUMENT 
 SECTION 1 INTRODUCTION
 1.1 Adoption of Plan and Purpose
    1.2 Adoption of the Plan
  1.3 Plan Year
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1.4 Plan Administration
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SECTION 2 DEFINITIONS
 2.1 Account
  2.2 Administrator
  2.3 Adoption Agreement
  2.4 Beneficiary
  2.5 Board
  2.6 Board Member
  2.7 Bonus
  2.8 Code
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2.9 Compensation
  2.10 Compensation Deferrals
  2.11 Deferral Election
  2.12 Disability
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2.13 Effective Date
  2.14 Eligible Individual
  2.15 Employee
  2.16 Employer
  2.17 Employer Contributions
  2.18 ERISA
  2.19 Fiscal Year Compensation
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2.20 Investment Funds
  2.21 Matching Contributions
  2.22 Other Service Providers
  2.23 Participant
  2.24 Participant Deferrals
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2.25 Performance-Based Bonus
 1.409A-1(e).
 2.26 Performance-Based Bonus Deferrals
  2.27 Plan Year
  2.28 Retirement
  2.29 Spouse
  2.30 Termination Date
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2.31 Valuation Date
  2.32 Other Definitions
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SECTION 3 ELIGIBILITY AND PARTICIPATION
 3.1 Eligibility
  3.2 Cessation of Participation
  3.3 Eligibility for Matching or Employer Contributions
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SECTION 4 DEFERRALS AND CONTRIBUTIONS
 4.1 Compensation Deferrals Other Than Performance-Based Bonus Deferrals
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4.2 Performance-Based Bonus Deferrals
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4.3 Matching Contributions
  4.4 Other Employer Contributions
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4.5 No Election Changes During Plan Year
 .
 4.6 Crediting of Deferrals
  4.7 Reduction of Deferrals or Contributions
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SECTION 5 NOTIONAL INVESTMENTS
 5.1 Investment Funds
  5.2 Investment Fund Elections
  5.3 Investment Fund Transfers
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SECTION 6 ACCOUNTING
 6.1 Individual Accounts
   6.2 Adjustment of Accounts
  6.3 Accounting Methods
  6.4 Statement of Account
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SECTION 7 VESTING
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SECTION 8 FUNDING
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SECTION 9 DISTRIBUTION OF ACCOUNTS
 9.1 Distribution of Accounts
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9.2 Installment Distributions
  (a)
    
    Installment Elections. A Participant will be required to make his
distribution election prior to the commencement of each calendar year (or, in the event
of an election with respect to Performance-Based Bonuses, prior to six months before
the end of the applicable performance period), or such earlier date as determined by
the Administrator.(b)
    
    Installment Payments. The first installment payment shall generally be
within the 90-day period following the Participants Termination Date (provided,
however, that if calculation of the amount of the payment is not administratively
practicable due to events beyond the control of the Participant, the payment will be
made as soon as administratively practicable for the Administrator to make such
payment). Succeeding payments shall generally be made by January 1 of each succeeding
calendar year, but in no event later than the end of each succeeding calendar year
(provided, however, that if calculation of the amount of the payment is not
administratively practicable due to events beyond the control of the Participant,
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the payment will be made as soon as administratively practicable for
the Administrator to make such payment). The amount to be distributed in each
installment payment shall be determined by dividing the value of the
Participants Accounts as of a Valuation Date preceding the date of each
distribution by the number of installment payments remaining to be made, in
accordance with rules established by the Administrator. In the event of the
death of the Participant prior to the full payment of his Accounts, payments
will continue to be made to his Beneficiary in the same manner and at the same
time as would have been payable to the Participant, but substituting the
Participants date of death for the Participants Retirement Date.
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9.3 Key Employees
  9.4 Mandatory Cash-Outs of Small Amounts
  9.5 Designation of Beneficiary
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9.6 Reemployment
  9.7 Special Distribution Rules
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9.8 Distribution on Account of Unforeseeable Emergency
  (a)
    
    A sudden unexpected illness or accident incurred by the Participant, his
Spouse, or dependents (as defined in Code Section 152(a)).
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(b)
    
    Uninsured casualty loss pertaining to property owned by the Participant.(c)
    
    Other similar extraordinary and unforeseeable circumstances involving an
uninsured loss arising from an event outside the control of the Participant.
  9.9 Distribution Upon Change in Control
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9.10 Supplemental Survivor Death Benefit
  (a)
    
    The Participant is eligible to participate in the Plan and, at the time of his
death, had a current Account balance (regardless of whether or not the Participant
actually was making Compensation Deferrals at the time of his death);(b)
    
    The Participant was an active Employee with the Employer at the time of his
death;(c)
    
    The Participant completed and submitted an insurance application to the
Administrator; and(d)
    
    The Employer subsequently purchased an insurance policy on the life of the
Participant, with a death benefit payable, which policy is in effect at the time of
the Participants death.
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SECTION 10 GENERAL PROVISIONS
 10.1 Interests Not Transferable
  10.2 Employment Rights
  10.3 Litigation by Participants or Other Persons
  10.4 Indemnification
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10.5 Evidence
  10.6 Waiver of Notice
  10.7 Controlling Law
  10.8 Statutory References
  10.9 Severability
  10.10 Action By the Employer or the Administrator
  10.11 Headings and Captions
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10.12 Gender and Number
  10.13 Examination of Documents
  10.14 Elections
  10.15 Manner of Delivery
  10.16 Facility of Payment
  10.17 Missing Persons
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(a)
    
    By retaining such benefits in the Plan.(b)
    
    By paying such benefits to a court of competent jurisdiction for judicial
determination of the right thereto.(c)
    
    By forfeiting such benefits in accordance with procedures established by the
Administrator. If a Participant, Spouse, or Beneficiary is subsequently located, such
benefits shall be restored (without adjustment) to the Participant, Spouse, or
Beneficiary under the Plan.(d)
    
    By any equitable manner permitted by law under rules adopted by the
Administrator.
 10.18 Recovery of Benefits
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10.19 Effect on Other Benefits
  10.20 Tax and Legal Effects
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SECTION 11 THE ADMINISTRATOR
 11.1 Information Required by Administrator
  11.2 Uniform Application of Rules
  11.3 Review of Benefit Determinations
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11.4 Administrators Decision Final
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SECTION 12 AMENDMENT AND TERMINATION
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