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Exhibit 10.5
 Non-Qualified Deferred Compensation Plan
Plan Document
 NOTICE: Non-qualified deferred compensation plans have significant tax
consequences to both the Employer and Participants. These tax consequences may
be adverse if the non- qualified deferred compensation plan is not
appropriately designed pursuant to Internal Revenue Service and Department of
Labor requirements. Use of this Non-Qualified Deferred Compensation Plan Trust
Agreement is specifically conditioned upon the Employers receipt of written
acknowledgment by an attorney, accountant, or other tax professional
representing the Employer that the Employer has reviewed the tax ramifications
of the use of a non-qualified deferred compensation plan, and this document and
any related documents; and (ii) that the Employer understands and assumes all
responsibility relating to the tax consequences of using this document.
  I.
    
    Plan Name and PurposeThe Plan shall be named as selected in Part II, Section A of the Joinder Agreement. It has
been adopted by the Employer to provide key selected employees of the Employer with the
benefits of an unfunded, non qualified deferred compensation program. The Plan is intended
to constitute a plan that is unfunded and maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of management or highly
compensated employees within the meaning of Sections 201(20), 301(a)(3) and 401(a)(1) of
the Employee Retirement Income Security Act of 1974, as amended (ERISA), is intended to be
exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA, and shall be interpreted
and administered to the extent possible in a manner consistent with that intent.II.
    
    DefinitionsWhen used in the Plan, the following words shall have the meanings defined below, unless the
context clearly indicates otherwise:
 (a)
    
    Accounts: The bookkeeping accounts maintained by the Service Provider on
behalf of the Employer, with appropriate sub accounts, to reflect Contributions to the
Plan adjusted for earnings, losses, and transactions in accordance with this Plan.
Accounts shall be bookkeeping entries only and shall not constitute an actual
allocation of any assets of the Employer, or be deemed to create any trust, custodial
account or deposit with respect to any assets which may be utilized to satisfy the
obligation of the Employer to provide the benefits specified in this Plan.(b)
    
    Beneficiary: Any person who is designated by a Participant to receive payment
of benefits under this Plan, to the extent available, after the Participants death.
The Participant may specify his or her Beneficiaries on a form approved by the
Committee and may make such changes to his Beneficiary designation at any time,
pursuant to procedures adopted by the Committee. Notwithstanding anything in this Plan
to the contrary, if the Participant designates his or her spouse as a Beneficiary




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of benefits payable hereunder, and the Participants marriage to that spouse is later
terminated (whether by divorce, annulment, dissolution or otherwise), the
Participants designation of his or her spouse as a Beneficiary shall be null and
void, and the portion of the Participants benefits that would, but for this
provision be payable to the Participants spouse will be payable as designated in
the Participants Beneficiary designation, as if the spouse had predeceased the
Participant.(c)
    
    Bonus Deferrals: Those contributions to the Plan, as authorized in the Joinder
Agreement, made pursuant to Part III of this Plan Document, and allocated to the
Accounts of Participants entering into an Elective Deferral Agreement authorizing Bonus
Deferrals.(d)
    
    Board: The Board of Directors (or other governing board) of the Employer.(e)
    
    Change of Control: A Change of Control shall be deemed to have occurred (if
applicable) upon the happening of the criteria specified by the Employer in the Change
of Control Appendix to the Joinder Agreement. If the Employer does not specify the
criteria for determining the existence of a Change of Control, Change of Control shall
be deemed to have occurred upon (i) the sale, lease, exchange, or other transfer of
substantially all of the assets of the Employer, (ii) the liquidation, dissolution or
winding up of the Employer, whether voluntary or involuntary, (iii) any merger,
acquisition or consolidation to which the Employer is a party and either (a) the
Employer is not the surviving company, or (b) more than fifty percent (50%) of the shares of capital stock, by vote and value (the Stock), of the surviving company is
beneficially held by a Person (as that term is used in Section 7701(a)(1) of the
Internal Revenue Code of 1986, as amended) or Persons who did not hold, in the
aggregate, more than fifty percent (50%) Stock of the surviving company, prior to the
merger, acquisition, or consolidation, and (iv) any other transaction, whereby more
than fifty percent (50%) Stock of the Employer, is beneficially held by a Person or
Persons who did not hold, in the aggregate, more than fifty percent (50%) of the Stock
of the Employer prior to the transaction, provided however, that a Change of Control
shall not include any change in the percentage ownership of the Stock of the Employer
resulting from the offering of shares under the Securities Act of 1933 or the
Securities Exchange Act of 1934.(f)
    
    Code: The Internal Revenue Code of 1986, and amendments thereto.(g)
    
    Committee: The Committee as provided for in this Plan, which shall have the
authority to direct the operations of the Plan. If the Employer does not appoint
members of the Committee, the Employer shall be the administrator of the Plan, and
direct its day to day operations.(h)
    
    Compensation: An Employees salary (unreduced by deferrals made on a pre-tax
basis to any plan maintained under Code §§401(k) or 125) as modified in the Joinder
Agreement for purposes of Elective Deferrals.(i)
    
    Contributions: Collectively, Elective Deferrals, Bonus Deferrals, Matching
Contributions, Discretionary Incentive Contributions, and Employer Special
Contributions, as may be selected in the Joinder Agreement.(j)
    
    Disability: The inability 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 which has lasted or can be expected to last for a
continuous period




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of not less than twelve (12) months as determined by the Employer based on its current disability policy, applied on a uniform and nondiscriminatory
basis.(k)
    
    Discretionary Incentive Contributions: Those contributions to the Plan, as
authorized in the Joinder Agreement, made pursuant to Part III of this Plan Document.(l)
    
    Effective Date: The date the Plan is effective, and from which benefits will
accrue to Participants under the terms of this Plan as specified in the Joinder
Agreement.(m)
    
    Elective Deferrals: A contribution made to this Plan pursuant to the
Employers obligation to provide certain benefits in consideration of a Participant
entering into an Elective Deferral Agreement.(n)
    
    Elective Deferral Agreement: An irrevocable election of the Participant to
forego payment of Compensation in exchange for the Employers promise to pay benefits
pursuant to this Plan. Such Elective Deferral Agreement shall (i) be in writing,
signed by the Participant prior to the start of the Plan Year to which it relates
(except that an Eligible Employee may enter into a Elective Deferral Agreement
effective for the remainder of the Plan Year in which the Participants participation
in the Plan commences, provided that any reduction in compensation specified in the
Elective Deferral Agreement has effect only with respect to compensation not yet earned
or payable); (ii) take effect as of the start of the following Plan Year (or the date
the Participant commences participation in the Plan, if later); (iii) be irrevocable
during the Plan Year in which it is in effect (except that a Elective Deferral
Agreement may be revoked entirely with respect to the remainder of the Plan Year upon
election of the Participant; and (iv) on a form and submitted as prescribed by the
Committee. Any Elective Deferral Agreement in effect as of the last day of a Plan Year
shall automatically renew for each succeeding Plan Year unless a proper election
modifying or terminating the prior Elective Deferral Agreement is submitted to the
Committee during the period of time designated by the Committee.(o)
    
    Eligible Employee: An Employee described in Part II, Section D of the Joinder
Agreement, who is eligible to be selected as a Participant in this Plan.(p)
    
    Employee: Any common law employee of the Employer, as determined
in the sole discretion of the Employer.(q)
    
    Employer: The Employer specified in the Joinder Agreement and any successor to
the business of the Employer establishing the Plan. No other employer shall be
considered an Employer for purposes of this Plan unless (i) such other employer
consents in writing to being an Employer with respect to this Plan; and (ii) such other
employer is an entity which is part of (a) a controlled group of corporations or
business pursuant to Code §§414(b) or (c); (b) an affiliated service group pursuant to
Code §414(m); or (c) any other entity required to be aggregated with the Employer
pursuant to Code §414(o).(r)
    
    Employer Special Contribution: Those contributions to the Plan, as authorized
in the Joinder Agreement, made pursuant to Part III of this Plan Document, allocated
pursuant to the provisions of an agreement entered into between the Employer and a
Participant.(s)
    
    Employment Commencement Date: The date on which an Employee first is employed
by the Employer.




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(t)
    
    Investment Fund: One of the funds provided for in this Plan, as selected by
the Employer.(u)
    
    Investment Fund Selection Form: The form on which the Employer selects
Investment Funds available for the investment of assets held in Trust, which is an
integral part of the Plan.(v)
    
    Joinder Agreement: The document which contains the elections made by the
Employer and which combined with this Plan Document contains the provisions of the
Plan.(w)
    
    Matching Contributions: Those contributions to the Plan, as authorized in the
Joinder Agreement, made pursuant to Part III of this Plan Document, allocated as a
matching contribution to the Elective Deferral or Bonus Deferral Contributions.(x)
    
    Participant: An Eligible Employee who has been selected to participate in the
Plan and who has contributions credited to his or her Account. An individual who has
an Account in the Plan and is due benefits under the Plan (notwithstanding any vesting
or forfeiture provisions contained herein) shall continue to be a Participant despite
no longer being an Eligible Employee.(y)
    
    Plan: The non-qualified deferred compensation plan established by the Employer
through the use of the Joinder Agreement and this Plan Document, which is intended to
be a top hat plan, as defined in Department of Labor Regulation § 23.20.104-23, and
exempt from the provisions of Parts 2, 3 and 4 of Title I of the Employee Retirement
Income Security Act of 1974, as amended.(z)
    
    Plan Year. The twelve month period ending on the date specified in the Joinder
Agreement, which shall be the fiscal year of the Plan. Unless otherwise elected in the
Joinder Agreement, the Plan Year shall be the calendar year.(aa)
    
    Service Provider: An affiliate of Strong Capital Management, Inc. that
provides certain administrative services in connection with the operation of the Plan,
pursuant to a services agreement entered into between the Employer and the Service
Provider.(bb)
    
    Trust Agreement: An agreement entered into between the Trustee and the
Employer providing for fiduciary services in connection with a grantor trust
established in connection with this Plan.(cc)
    
    Trustee: The trustee designated in the Trust Agreement, or its successors and
assigns. The Trustee shall not be a party to the Plan, and its responsibilities shall
be governed exclusively by the Trust Agreement.(dd)
    
    Year of Service. A consecutive 12 month period of continuous service in the
employ of the Employer commencing on (i) the Employees Employment Commencement Date;
(ii) the effective date of the Employers establishment of this Plan; or (iii) the date
the Employee becomes a Participant in the Plan, as the context shall provide.
 II
    
    Eligibility and Participation
 A.
    
    Eligibility: From among those Employees designated as Eligible Employees by the
Employer in the Joinder Agreement, the Board (or its designee) shall select those who
shall become Participants in the Plan. The Board may impose such terms and conditions
upon such an Employee prior to becoming a Participant, which shall be communicated to the
Employee, in




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writing, prior to commencement of participation. An Eligible Employee shall
commence Participation as of any date specified by the Board. Eligibility criteria may be
revised at the discretion of the Employer and status as an eligible employee or
Participant in one year does not guarantee such status in any subsequent year.B.
    
    Participation: A Participant shall commence participation in Plan upon completion of
an appropriate Elective Deferral Agreement or allocation of a Contribution to his or her
Account. An Employee shall remain a Participant for so long as the Employee is entitled
to receive benefits under this Plan.
 III.
    
    Contributions.As may be selected in the Joinder Agreement, the Employer shall credit each Participants
Account with:
 a)
    
    Elective Deferrals: The amount of any Elective Deferrals elected by the
Participant in an Elective Deferral Agreement for the Plan Year. The Employer shall
specify in the Joinder Agreement the minimum and maximum percentage of Compensation
that may be deferred in each Plan Year;b)
    
    Bonus Deferrals: The amount of any Bonus Deferrals elected by the Participant
in an Elective Deferral Agreement entered into for the purpose of Bonus Deferrals, for
the Plan Year;c)
    
    Discretionary Incentive Contributions: An amount, as determined in the
discretion of the Employer, which will be allocated to the Accounts of Participants as
determined by the Employer;d)
    
    Matching Contributions: An amount, as may be specified in the Joinder
Agreement, computed as a matching amount to any contribution made pursuant to an
Elective Deferral Agreement;e)
    
    Employer Special Contributions: An amount as may be specified in an agreement
between the Employer and a Participant.
 Benefits payable pursuant to this Plan shall be calculated with reference to the amount of
contributions credited to the Participants Account, together with any adjustments made
thereto pursuant to the provisions of this Plan. The value of each Account will reflect
Contributions adjusted to reflect (i) gains and losses (realized or unrealized) and income
attributable to the investment options selected by Participant; (ii) payments from the
Account to Participant or a beneficiary; and (iii) Participants pro rata share of
administrative expenses and fees arising from operation of the Plan, to the extent not paid
by the Employer.The obligation of the Employer to provide benefits pursuant to this Plan shall be the sole
unsecured promise of the Employer with respect to this Plan. Notwithstanding the foregoing,
the Employer may establish a trust pursuant to a Trust Agreement for the purpose of setting
aside funds to provide for the payment of benefits under this Plan. However, the assets of
the Trust shall at all times remain subject to the claims of the general creditors of the
Employer, and no Participant or Beneficiary shall have any claim or right with respect to
the assets held in the Trust, except to the extent that the Participant or Beneficiary is a
general creditor of the Employer. Notwithstanding anything in the Plan (or the Trust
Agreement) to the contrary, if elected in the Joinder Agreement, upon a Change of




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Control, the Employer shall fully fund its obligations under this Plan by making
sufficient contributions to the Trust within the time limit specified in the Joinder
Agreement.
 IV.
    
    InvestmentsTo the extent that the Employer establishes a Trust, such contributions made to the Trust
shall be invested in one or more Investment Funds as specified by the Employer in the
Investment Fund Selection Form. It shall be the investment policy of the Employer to have Trust Assets invested in such
Investment Funds so as to provide sufficient assets to fund Employers obligation to provide
benefits under this Plan. At the discretion of the Employer, Participants may be entitled to
request that their Accounts be adjusted (for investment gains and losses, as if invested) in
accordance with a deemed investment election of a Participant.Deemed investment elections may be made with respect to existing Account balances, current
contributions to the Participants Account, shall be subject to any limitations imposed by the
Committee from time to time, and shall be made by such means as the Employer and Service Provider may agree. The Service Provider shall make such adjustments in Participants Accounts to
reflect any investment gains or losses such Participants Accounts would experience if funds
were actually invested pursuant to the Participants election. Participants may make changes
in deemed investment elections at such time, and in such manner, as may be specified by the
Committee from time to time. Any deemed investment election, or changes to deemed
investment elections, shall remain in effect until changed by the Participant.The Plan Administrator shall provide each Participant with a statement of his or her
Account, valued as of the last business day of each calendar quarter, reflecting the income,
gains and losses (realized or unrealized), amounts of deferrals, and distributions of such
Account since the prior statement.V.
    
    VestingA Participant shall be vested in all Contributions together with any income or gains
attributable thereto, as elected by the Employer in the Joinder Agreement.If specified in the Joinder Agreement, a Participant shall become fully vested in his or her
Accounts immediately prior to a Change of Control of the Employer.VI.
    
    Payments from the PlanPayments to or for the benefit of Participants will commence as described in this Section,
upon determination by the Plan Administrator that one of the following events has occurred,
and upon the following terms:
 A.
    
    Elections by Participant as to Time and Method of Payment: Each Participant shall
elect the date upon which payment shall commence from the Plan. Each Participant shall
make an irrevocable election whether payment(s) from their Account will be made as
authorized in the Joinder Agreement (as a single lump sum, in annual installments or as
described in the Joinder Agreement). The election of the Participant provided for in
this paragraph as to method of payment is a one time election, made by the Participant at
the inception of his/her participation in the Plan, shall apply to the entire account of
the Participant, shall not be modifiable after acceptance by the Employer, and shall be
binding for the year in which it is made and all subsequent Plan Years regardless of the
Participants eligibility to participate or actual participation during any such Plan
Years.B.
    
    Death of Participant: Payment shall be made as soon as practicable in a single lump
sum to the Beneficiary(ies) as their interests appear as last specified by the Participant
on the form specified by, and filed with, the Committee.C.
    
    Disability: In the event of Participants Disability, payment of Participants
Account shall be made in accordance with the election referred to in paragraph A above,
but payment(s) shall commence as soon as practicable after Participants Disability is
determined, in its sole discretion, by the Employer.




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D.
    
    Unforeseeable Emergency: If authorized in the Joinder Agreement, the Employer, in
its sole and absolute discretion and upon written application of a Participant requesting
payment of benefits on the basis of an unforeseeable emergency, may direct immediate
commencement of payment of all or a portion of the then vested and current value of such
Participants Account. For purposes of this paragraph, the term unforeseeable emergency
shall mean severe financial hardship to the Participant resulting from a sudden and
unexpected illness or accident of the Participant or of a dependent of the Participant (as
defined in § 152(a) of the Internal Revenue Code of 1986, as amended from time to time),
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. The circumstances that will constitute an unforeseeable emergency will
depend upon the facts of each case, as determined in the sole and absolute discretion of
the Plan Administrator. Withdrawal for unforeseeable emergencies shall not be permitted
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 such assets would not itself cause severe financial
hardship; or (iii) by cessation of deferrals under this, or any other Plan, sponsored by
the Employer. The Employer shall not consider the need to send a Participants child to
college or the desire to purchase a home as unforeseeable emergencies. The Employer shall
permit withdrawals of amounts because of an unforeseeable emergency only to the extent
reasonably required to satisfy the emergency need.E.
    
    Payments Subject to Vesting Requirements. Notwithstanding the foregoing, if a
portion of Participants Accounts is subject to a vesting requirement specified in the
Joinder Agreement and Part V of this Plan Document, such portion and the income and net
investment gains arising therefrom shall be payable to Participant only to the extent the
applicable vesting requirements specified in the Joinder Agreement have been fulfilled.
Any portion of the Participants Account which is not vested at the time the Participant
terminates employment with the Employer shall be deemed forfeited. To the extent that the
Employer has made a contribution to a trust in connection with respect to this Plan, the
amount of any such contribution held in trust deemed forfeited pursuant to this provision
shall be returned to the Employer if the trust is revocable at the time, or if not revocable,
then the forfeited amounts shall continue to be held in trust until the
satisfaction of all of Employers obligations under this Plan.If elected in the Joinder Agreement, a Participants benefits (without regard to the amount
otherwise vested pursuant to this Plan) may be forfeited on the terms and conditions
established by the Employer on the Forfeiture Appendix.
 VII.
    
    Administration and Interpretation of Terms
 A.
    
    Committee: The Committee, as designated by the Employer in the Joinder Agreement,
shall be the administrator of the Plan, charged with responsibility for the day to day
operations of the Plan, to interpret its provisions, implement operational policies and
shall have such other authority as may be delegated to them by the Employer. To the
extent that the Employer does not name a Committee in the Joinder Agreement, the Employer shall be the administrator and shall
designate such persons, from time to time, as may be required to administer the Plan. The
Committee may delegate any of its powers, authorities or responsibilities for the
administration of the plan to any other Person or committee so designated by it in writing.
The Committee may employ such agents as may be necessary for the effective operation of the
Plan, including but not limited to attorneys, accountants, service providers and other
agents. No member of the Committee shall be personally liable to any person for any action
taken or omitted in connection with the interpretation of the Plan, or its operations,
unless attributable to that persons own willful misconduct, gross




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negligence, or lack of good faith. Members of the Committee shall not participate in any action with respect to
benefits they may receive as Participants in the Plan.B.
    
    Procedures: The Committee may establish such procedures as are reasonably necessary
for the implementation and operation of this Plan. To the extent that such procedures are
not directly in conflict with the terms of the Plan, they shall be binding in all respects
on the Participants.C.
    
    Costs of Administration: The Employer shall pay all costs of administering this
Plan. To the extent that such costs are not paid in a reasonably timely manner, they
shall be considered a charge against any Trust established in connection with the
establishment of this Plan.
 VIII.
    
    Limitation of Rights of Participants and Beneficiaries
 A.
    
    No Right of Employment or Other Benefits: Nothing contained in this Plan shall
confer or shall be construed as conferring upon any Participant the right to continue in
the employ of the Employer in any specific capacity, for any specific term, or at any
specific rate of compensation, all of which remain at the sole discretion of the Employer.
Any compensation deferred and any benefits paid under this Plan shall be disregarded in
computing benefits under any employee benefit plan of the Employer, except to the extent
expressly provided herein.B.
    
    General Creditor Status; Unfunded Obligation: This Plan constitutes a mere
contractual promise by the Employer to make the future payments as provided under this
Plan to Participants and, where applicable, to beneficiaries. Notwithstanding any other
provision of this Plan, a Participant and any beneficiary shall be treated as a general
creditor of the Employer. Neither a Participant nor any beneficiary shall have any
preferred claim on, or any beneficial interest in, any assets of the Employer, or any
trust maintained in connection with this Plan which is superior in any manner to the right
of any other general and unsecured creditor of the Employer.C.
    
    Non-assignable: None of the benefits, payments, proceeds or claims of any
Participant or beneficiary shall be subject to any claim of any creditor of any
Participant or beneficiary and the same shall not be subject to attachment, garnishment or
other legal process by any creditor of such Participant or beneficiary, nor shall any
Participant or beneficiary have any right to alienate, anticipate, commute, pledge,
encumber or assign any benefits or payments of proceeds which he or she may expect to
receive, contingently or otherwise, under the Plan.
 IX.
    
    Termination and ModificationThe Employer shall have the right to modify or terminate the Plan by written instrument duly
executed on behalf of the Employer by its authorized officer. Provided any amendment or
termination of the Plan shall not adversely affect the rights of any Participant or
beneficiary as to amounts credited to an Account prior to the effective date of such
amendment or termination. Written notice of each amendment and of the termination of the
Plan shall be provided to each Participant or beneficiary to whom payments have already
commenced. Upon termination, the Employer may choose to have payments continue to be made as they come due, or, in its sole
discretion, accelerate payments by making lump sum payments to those entitled thereto as to
each Account under the Plan.Notwithstanding the above, this Plan shall not automatically be terminated upon the sale,
transfer, merger, or other conveyance of the Employer to, or with another entity, but shall
survive unless amended or terminated pursuant to the provisions of this Plan.




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X.
    
    PartiesThe terms of this Plan shall be binding upon the Employer and its successors or assigns and
upon any person, persons, or entity acquiring control of the Employer, as that term is
defined in the Act, and upon each Participant and any of his/her beneficiaries, heirs,
executors and administrators.XI.
    
    NoticesNotices, elections, or designations by a Participant to the Employer shall be addressed to
the Employer to the attention of the Plan Administrator. Notices by the Employer to a
Participant shall be addressed to the Participant at his or her most recent home
address reflected in the records of the Employer.XII.
    
    Effective DateThe effective date of the Plan shall be the date specified in the Joinder Agreement.XIII.
    
    Governing LawThis Plan shall be construed and enforced in accordance with, and shall be governed by, the
laws of the state of domicile of the Employer.




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Non-Qualified Deferred Compensation Plan
Investment Fund Selection Form
 
 (a)(b)(c)(d)(e)(f)(g)(h)
 o      In addition, if selected, an Employer Stock Fund will also be available.
  
    
    The Employer, or its authorized designee(s) have had the opportunity to request and
receive copies of any prospectuses as may be required under applicable federal
securities law and regulation, or may have been prudent to review prior to selection of
the Investment Funds;
    
    The Employer has actually received copies of the applicable prospectuses for each
Investment Fund actually selected for investment of Plan assets;
    
    Service Provider or an affiliate may receive fees for services performed as (i) an
investment manager of a mutual fund or portfolio which is an asset underlying an
Investment Fund; (ii) custodian, distributor or transfer agent for any mutual fund
contained within an Investment Fund; or (iii) other services provided in maintaining
the investment as an investment available for use in daily valued defined contribution
plans serviced by Service Provider (including but not limited to set-up and maintenance
fees, sub-transfer agency fees, processing fees, and sub-accounting fees); and the
Employer specifically acknowledges that such fees received by Service Provider when
aggregated with all other fees constitute reasonable compensation for Service
Providers service to the Plan; and
    
    The Plan, at the direction of the Employer or other fiduciary, may redeem its
interest in any such Investment Fund on reasonably short notice (as may be specified in
appropriate disclosure information with respect to each such Investment Fund) without
penalty.




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Employer:By:Title:




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Non-Qualified Deferred Compensation Plan Joinder Agreement
  NOTICE: Non-qualified deferred compensation plans have significant tax
consequences to both the Employer and Participants. These tax consequences may
be adverse if the non-qualified deferred compensation plan is not appropriately
designed pursuant to Internal Revenue Service and Department of Labor
requirements. Use of this Non-Qualified Deferred Compensation Plan Joinder
Agreement is specifically conditioned upon the Employers receipt of written
acknowledgment by an attorney, accountant, or other tax professional
representing the Employer that the Employer has reviewed the tax ramifications
of the use of a non-qualified deferred compensation plan, and this document and
any related documents; and (ii) that the Employer understands and assumes all
responsibility relating to the tax consequences of using this document.
   I.
    
    Employer InformationName: Thor Industries, Inc.Address: 419 West Pike Street
Jackson Center, Ohio 45334Telephone: (937) 596-6849Primary Contact: Dean BruickEmployer EIN: 93-0768752Type of Entity: C CorporationEmployer Fiscal Year end: July 31
 II. Plan Information
 A.
    
    Plan Name:The Employer hereby restates the Thor Industries, Inc. Deferred Compensation Plan
(Plan), a non-qualified deferred compensation plan, as of February 1, 2003, which
benefits certain key management or other highly compensated employees, and which was
originally effective as of June 1, 2000.B.
    
    Plan Yearshall mean the twelve consecutive month period ending on December 31,
2003 and each anniversary thereafter. If the Effective Date of this Plan is not twelve
months prior to the initial Plan Year end specified, a short first Plan Year shall
result, which shall have only that impact as described in the Plan Documents.




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C.
    
    Coverage:
  NOTICE: Only those Employees who are considered part of a select group of
management or other highly compensated employees as defined by the Department
of Labor in Reg. §2520.104-23 should be included as participants. Inclusion of
employees not falling within the DOL top-hat exemption may cause the Plan to
be within the purview of Title I of the Employee Retirement Income Security Act
of 1974, as amended (ERISA), requiring compliance with certain minimum
coverage, participation, and funding requirements.
   D.
    
    CompensationCompensation used to determine the amount of Elective Deferral Contributions with
respect to any Participant means:
   E.
    
    Contributions
 1.
    
    The Employer may make contributions to this Plan, for the
benefit of the Participant, as may be elected below:Elective Deferrals. Participants may elect to reduce their Compensation and
to have Elective Deferrals credited to their Accounts by making an election
under the Plan (which may be changed each year as described in the Plan).
The amount a Participant can defer is:
 (a)
    
    The minimum Elective Deferral amount shall be
1% of the Participants Compensation.(b)
    
    The maximum Elective Deferral amount shall be
$20,000.




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(c)
    
    The Contribution Period for Elective Deferrals
shall be the payroll period.
 Matching Contributions
 Discretionary Incentive Contributions
  F.
    
    Forfeiture Provisions:
 (1)
    
    Vesting provisions:
 (a)
    
    The Participants Account, attributable to
Employer Contributions, shall vest in him or her upon completion of
three (3) Years of Service.(b)
    
    Years of Servicefor vestingshall mean the
period commencing on the Employees Date of Hire and ending on each
annual anniversary of the Employees Date of Hire.(c)
    
    Vesting Years of Service shall be counted for
all years of service of the Employee with the employer beginning with
the Employees Date of Hire.(d)
    
    Notwithstanding the provisions of this Item of
the Joinder Agreement, a Participant shall become fully vested in his
Accounts subject to a vesting schedule upon a Change of Control (as
defined in the attached Schedule H, Change of Control).




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G.
    
    Investments:
 (1)
    
    Participants may elect to have amounts credited to their
Account(s) invested among Investment Funds, selected by the Employer. Such
election may be changed once during each business day that the Trustee and the
New York Stock Exchange are open.(2)
    
    The Participant will designate into which Investment Funds all
contributions to their accounts are deemed invested.
 H.
    
    Distributions:
 (1)
    
    Payment of Benefits. Benefits shall be paid in such form as may
be specified following. To the extent that more than one form of benefit is
authorized, the Participant shall, prior to the commencement of participation
in the Plan, irrevocably elect in writing the form in which benefits will be
paid.Prior to the Participants attainment of age 55, the only form of benefit is
a Single Lump Sum Distribution. Following the attainment of age 55, a
Participant may elect to have benefits paid in a Single Lump Sum, or equal
annual installments not to exceed five years. A Participant will have one
opportunity in the year prior to attaining age 55 to change their
distribution option. Any such change will be effective for all balances in
the Participants account.(2)
    
    Time for payment of benefits. Benefits shall be payable at the
times specified below. To the extent that more than one time for the payment of
benefits is authorized, the Participant shall, prior to the commencement of
participation in the Plan, irrevocably elect in writing the time benefits will
be paid.
 (a)
    
    Upon termination of employment with the
Employer.(b)
    
    Within one year after a Change of Control.(c)
    
    Upon the Participants death or disability.(d)
    
    On account of a severe financial hardship due
to an unforeseen emergency, pursuant to the provisions of Plan
Document.




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IN WITNESS WHEREOF
 Thor Industries, Inc.:
 By:and




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Schedule H
 Change of Control
 1
    
 1
    
    The definition of Change of Control must include
objective criteria, such as: the purchase or other acquisition by any person,
entity or group of persons, within the meaning of section 13(d) or 14(d) of the
Securities Exchange Act of 1934 (Act), or any comparable successor
provisions, of beneficial ownership (within the meaning of Rule l3d-3
promulgated under the Act) of 30 percent or more of either the outstanding
shares of common stock or the combined voting power of Companys then
outstanding voting securities entitled to vote generally, or the approval by
the stockholders of Company of a reorganization, merger, or consolidation, in
each case, with respect to which persons who were stockholders of Company
immediately prior to such reorganization, merger or consolidation do not,
immediately thereafter, own more than 50 percent of the combined voting power
entitled to vote generally in the election of directors of the reorganized,
merged or consolidated Companys then outstanding securities, or a liquidation
or dissolution of Company or of the sale of all or substantially all of
Companys assets.




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