Exhibit 10.v


    
      CTS
        Corporation

      Form
        10-K 2005

      
        

        

      

      EXHIBIT
        (10)(v)

      


       

      


      CTS
        CORPORATION

      


      2003
        EXCESS BENEFIT RETIREMENT PLAN

      As
        Adopted Effective July 1, 2003, and As Amended Effective June 1,
        2004

      


      


      CTS
        CORPORATION

      


      2003
        EXCESS BENEFIT RETIREMENT PLAN

      


      ARTICLE
        I

      


      Purpose

      


      
        	
                1.01

              	
                Purpose.
                  It is the intention of CTS Corporation (the “Company”) to maintain
                  appropriate levels of retirement benefits for employees of the
                  Company or
                  any of its subsidiaries who are entitled to benefits under the
                  CTS
                  Corporation Pension Plan (the “Pension Plan”). Accordingly, the Company
                  hereby establishes the CTS Corporation 2003 Excess Benefit Retirement
                  Plan
                  (the “Plan”). This Plan is intended to provide benefits to eligible
                  persons in order to maintain the level of total retirement benefits
                  which,
                  but for the limitations on annual benefits and compensation which
                  may be
                  taken into account under the Internal Revenue Code of 1986, as
                  amended,
                  (the “Code”) would otherwise be payable under, or as a consequence of, the
                  provisions of the Pension Plan and to provide a competitive level
                  of
                  retirement benefits to the Company’s executives.
                  

              


      

      


      
        	
                1.02

              	
                Effective
                  Date.
                  This Plan is effective as of July 1, 2003. However, in calculating
                  the
                  amounts described in Sections 3.01(a) and 3.01(b) amounts which
                  accrued
                  (or would have accrued) but for the Code limitations referred to
                  in
                  Section 3.01 prior to the effective date shall be taken into account.
                  

              


      

      


      ARTICLE
        II

      


      Eligibility

      


      	2.01  	
              Persons
                Eligible to Receive Benefits.
                Every individual who is listed on Appendix A shall be eligible to
                receive
                a “Benefit” as described in Section 3.01. Each such individual shall be
                known as a “Member”.

            


      


      	2.02  	
              Beneficiary.
                Every individual who is eligible to receive a Benefit under the Pension
                Plan by reason of being the Beneficiary of another individual who
                was a
                Member under this Plan, shall be known as a “Beneficiary”. The term
                “Beneficiary” shall include joint pensioners, heirs-at-law, legal
                representatives, fiduciaries, and every other person (other than
                a Member)
                to whom Benefits may be distributed, as determined under the Pension
                Plan.
                A Beneficiary’s right to receive Benefits under this Plan shall be subject
                to the same conditions which apply to the Beneficiary’s right to receive
                benefits under the Pension Plan.

            


      


      


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      


      ARTICLE
        III

      


      Benefits

      


      
        	
                3.01

              	
                Amount
                  of Benefit.
                  The amount of the Benefit which a Member (or Beneficiary, if applicable)
                  is eligible to receive under this Plan shall be equal to the excess
                  of (a)
                  over (b):

              


      

      


      	(a)  	
              The
                amount of benefit which such Member would be entitled to receive
                under the
                Pension Plan, if 

            


      


      
        	 	
                (i)
                  

              	
                the
                  definition of "Pay" used in determining the Member's benefit under
                  the
                  Pension Plan included 50% of the Fair Market Value of Shares due
                  to the
                  Member (prior to withholding) in settlement of Restricted Stock
                  Units
                  which were awarded under the CTS Corporation 2004 Omnibus Long-Term
                  Incentive Plan, determined as of the applicable vesting date of
                  such
                  Restricted Stock Units; 

              


      

      


      
        	 	
                (ii)
                  

              	
                the
                  percentage of "Compensation" (as defined in the Pension Plan) used
                  in
                  determining the Member’s benefit under the applicable provision of Section
                  6 of the Pension Plan was,

              


      

      


      1.25%
        if
        the date of determination occurs during the Member's first year of participation
        in this Plan; 

      


      1.35%
        if
        the date of determination occurs during the Member’s second year of
        participation in this Plan;

      


      1.45%
        if
        the date of determination occurs during the Member’s third year of participation
        in this Plan;

      


      1.55%
        if
        the date of determination occurs during the Member’s fourth year of
        participation in this Plan;

      


      1.65%
        if
        the date of determination occurs during the Member’s fifth year of participation
        in this Plan;

      


      1.75%
        if
        the date of determination occurs during any subsequent year of participation
        in
        this Plan; and 

      


      
        	 	
                (iii)
                  

              	
                such
                  benefit were computed without giving effect to the limitations
                  then
                  currently imposed by Code Section 401(a)(17) and Code Section 415(b)
                  and
                  regulations thereunder and without regard to the benefit accrual
                  determined under Section 6.13 of the Pension Plan. For purposes
                  of this
                  Section 3.01, a Member’s date of participation in this Plan shall be the
                  later of July 1, 2003, or the effective date that the Member is
                  first
                  eligible to participate in the Plan in accordance with Article
                  V. A
                  Member’s “years of participation” will begin on the Members’ date of
                  participation and each subsequent anniversary thereof.
                  

              


      

      


      
        	 	
                (b)
                  

              	
                The
                  amount of benefit which such Member actually receives under the
                  Pension
                  Plan. 

              


      

      
 

      
        	
                3.02

              	
                Payment
                  of Benefits.
                  Payment of benefits shall be accomplished by means of unfunded
                  payments
                  directly from the Company. Except as provided in Section 3.03 and
                  Article
                  V, distribution of any such benefits, whether to a Beneficiary
                  or a
                  Member, shall be made at the same time and in the same manner and
                  form and
                  subject to the same conditions as the benefit provided by the Pension
                  Plan.

              


      

      


      
        	
                3.03

              	
                Immediate
                  Cashout.
                  Notwithstanding the provisions of Section 3.02, if the Plan benefit
                  is
                  immediately payable to a Member or Beneficiary and the amount of
                  the
                  monthly benefit payable from the Plan to a Member or Beneficiary
                  does not
                  exceed $50, the actuarial present value of the immediate Plan benefit
                  shall be paid in an immediate single lump sum cash payment in lieu
                  of any
                  other form of payment. Actuarial present values shall be determined
                  using
                  the actuarial assumptions employed under the Pension Plan for lump
                  sum
                  cashouts.

              


      

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      ARTICLE
        IV

      


      Authority
        of Committee

      


      
        	
                4.01

              	
                Committee.
                  The Plan shall be approved and administered by the Compensation
                  Committee
                  of the CTS Corporation Board of Directors (the
                  “Committee”);

              


      

      


      
        	
                4.02

              	
                Authority
                  of Committee.
                  The Committee shall have authority to control, delegate and manage
                  the
                  operation and administration of the Plan, including all rights
                  and powers
                  necessary or convenient to the carrying out of its functions hereunder,
                  whether or not such rights and powers are specifically enumerated
                  herein.

              


      

      


      
        	 	
                Without
                  limiting the foregoing, and in addition to the other powers set
                  forth in
                  this Article IV, the Committee shall have the following express
                  authorities:

              


      

      


      	(a)  	
              To
                construe and interpret the Plan and determine the amount, manner
                and time
                of payment of any Benefits hereunder; 

            


      


      	(b)  	
              To
                prescribe procedures to be followed by Members or Beneficiaries filing
                any
                requests or applications in connection with Benefits
                hereunder;

            


      


      	(c)  	
              To
                prepare and distribute, in such manner as the Committee determines
                to be
                appropriate, information explaining the Plan;


            


      


      	(d)  	
              To
                receive from the Company and from Members and Beneficiaries such
                information as shall be necessary for the proper administration of
                the
                Plan; 

            


      


      	(e)  	
              To
                furnish the Company, upon request, such annual and other reports
                with
                respect to the administration of the Plan as are reasonable and
                appropriate; 

            


      


      	(f)  	
              To
                resolve all questions and make all factual determinations relating
                to any
                matter for which it has administrative responsibility;
                and

            


      


      	(g)  	
              To
                delegate to the CTS Corporation Employee Benefit Committee such
                administrative powers and duties as it deems
                appropriate.

            


      


      
        	
                4.03

              	
                Disqualification
                  of Committee Member.
                  No member of the Committee or delegate of the Committee shall vote
                  upon
                  any question or exercise any discretion under the Plan relating
                  specifically to himself or his
                  Beneficiaries.

              


      

      
 

      
        	
                4.04

              	
                Records
                  and Reports.
                  The Committee shall take all such action as it deems necessary
                  or
                  appropriate to comply with any laws or regulations now or hereafter
                  in
                  existence relating to the maintenance of records, notifications
                  or
                  registrations.

              


      

      


      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      ARTICLE
        V

      


      Amendment
        or Termination

      


      The
        Company intends the Plan to be permanent, but reserves the right, at any
        time,
        to modify, amend or terminate the Plan, provided, however, that no termination,
        amendment or modification of or to the Plan may, without written approval
        of a
        Member, reduce the total benefit payable under this Plan or the Pension Plan,
        assuming the Member retired, died or otherwise terminated employment as of
        the
        date of such termination, amendment or modification. Such amount shall
        constitute an irrevocable obligation of the Company. The Committee hereby
        delegates to the Chief Executive Officer of the Company the authority to
        add, in
        the Officer’s sole discretion, individuals to Appendix A who become members of
        the Company’s senior management after the Effective Date of the Plan, and to
        remove those individuals from Appendix A of the CTS Corporation 1996 Excess
        Benefit Retirement Plan, if they are members of that plan.

      


      Notwithstanding
        any other provision of the Plan, if (i) a Member’s employment with the Company
        terminates following a Change in Control (as defined in Appendix B to the
        Plan)
        and (ii) as a result of such termination of employment the Member becomes
        entitled to change in control severance benefits under any severance agreement
        between the Company and the Member, the actuarial present value of the Member’s
        benefit under this Plan shall be paid immediately in a single lump sum cash
        payment in lieu of any other form of benefit. For purposes of calculating
        the
        lump sum payment, the Member shall be considered to be fully vested in both
        his
        or her benefit under this Plan and his or her benefit under the Pension Plan.
        If
        the Plan benefit would otherwise be payable immediately to the Member or
        Beneficiary, the actuarial present value shall be the present value of the
        immediate Plan benefit. If the Plan benefit is not otherwise payable immediately
        to the Member or Beneficiary, the actuarial present value shall be the present
        value of the deferred Plan benefit payable at the normal retirement benefit
        commencement date under the Pension Plan. Actuarial present values shall
        be
        determined using the actuarial assumptions employed under the Pension Plan
        for
        lump sum cashouts.

      


      


      ARTICLE
        VI

      


      Miscellaneous

      


      
        	
                6.01

              	
                No
                  Guarantee of Employment.
                  Neither the creation of this Plan nor anything contained herein
                  shall be
                  construed (a) to give any Member the right to remain in the employ
                  of the
                  Company or any of its subsidiaries, (b) to give any Member or Beneficiary
                  any benefits not specifically provided by the Plan, or (c) to modify,
                  in
                  any manner, the right of the Company or any of its subsidiaries
                  to modify,
                  amend, or terminate any of its employee benefit
                  plans.

              


      

      


      
        	
                6.02

              	
                Rights
                  of Participants and Beneficiaries.
                  Payment of Benefits to which any Member or Beneficiary is entitled
                  shall
                  be made only to such Member or Beneficiary. The expectation of
                  such
                  Benefits shall not be assignable by Member or Beneficiaries or
                  by
                  operation of law, or be subject to reduction for the debts or defaults
                  of
                  such Members or Beneficiaries whether to the Company or to others,
                  or be
                  subject to execution or attachment. The preceding sentence shall
                  not apply
                  to portions of Benefits applied at the direction of the person
                  eligible to
                  receive such Benefits to the payment of premiums on life or health
                  insurance provided under any Company program, or to the withholding
                  of
                  federal income taxes. 

              


      

      


      
        	
                6.03

              	
                Payments
                  in Event of Final Determination.
                  Notwithstanding any other provision of the Plan to the contrary,
                  if any
                  amounts accrued under the Plan by a Member or Beneficiary are found
                  in a
                  final determination to have been includible in the gross income
                  of the
                  Member or Beneficiary prior to the payment of such amounts to the
                  Member
                  or Beneficiary, the Company will, as soon as practicable, pay such
                  amounts
                  to or on behalf of the Member or Beneficiary. For purposes of the
                  Plan, a
                  “final determination” means (i) an assessment of tax by the Internal
                  Revenue Service addressed to the Member or Beneficiary which is
                  not timely
                  appealed to the courts, (ii) a final determination by the United
                  States
                  Tax Court or any other federal court, the time for an appeal thereof
                  having expired or been waived, or (iii) an opinion of counsel to
                  the
                  Company with respect to a change in any applicable law, regulation
                  or
                  ruling, in each case to the effect that amounts accrued under the
                  Plan are
                  subject to federal income tax to the Member or Beneficiary prior
                  to
                  payment. No final determination will be deemed to have occurred
                  until the
                  Committee has actually received a copy of the assessment, court
                  order or
                  opinion which forms the basis thereof and such other documents
                  as it may
                  reasonably request.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      6.04 Claims
        Procedure.

      


      
        	 	
                (a)

              	
                If
                  a Member or Beneficiary does not receive the benefits which the
                  Member or
                  Beneficiary believes he or she is entitled to receive under the
                  Plan, the
                  Member or Beneficiary may file a claim for benefits with the Committee.
                  All claims must be made in writing and be signed by the claimant.
                  If the
                  claimant does not furnish sufficient information to enable the
                  Committee
                  to process the claim, the Committee will indicate to the claimant
                  any
                  additional information which is
                  required.

              


      

      


      
        	 	
                (b)

              	
                Each
                  claim will be approved or disapproved by the Committee within 90
                  days
                  following the receipt of the information necessary to process the
                  claim,
                  or within 180 days if the Committee determines that special circumstances
                  require an extension of the 90-day period and the claimant is notified
                  of
                  the extension within the-original 90-day period. In the event the
                  Committee denies a claim for benefits in whole or in part, the
                  Committee
                  will notify the claimant in writing of the adverse determination.
                  Such
                  notice by the Committee will also set forth, in a manner calculated
                  to be
                  understood by the claimant, the specific reason or reasons for
                  the adverse
                  determination, reference to the specific Plan provisions on which
                  the
                  determination is based, a description of any additional material
                  or
                  information necessary to perfect the claim with an explanation
                  of why such
                  material or information is necessary and an explanation of the
                  Plan’s
                  claim review procedure as set forth in Section
                  6.04(c).

              


      

      


      	(c)  	
              A
                claimant may appeal an adverse benefit determination by requesting
                a
                review of the decision by the Committee or a person designated by
                the
                Committee. An appeal must be submitted in writing within 60 days
                after
                receiving notification of the adverse determination and must (i)
                request a
                review of the claim for benefits under the Plan, (ii) set forth all
                of the
                grounds upon which the claimant’s request for review is based and any
                facts in support thereof, and (iii) set forth any issues or comments
                which
                the claimant deems pertinent to the appeal. The claimant will be
                given the
                opportunity to submit written comments, documents, records and other
                information relating to the claim for benefits and will be provided,
                upon
                written request and free of charge, reasonable access to and copies
                of all
                documents, records and other information relevant to the claim for
                benefits, provided the Committee finds the requested documents or
                materials are relevant to the appeal. The Committee or the person
                designated by the Committee will make a full and fair review of each
                appeal and any materials submitted by the claimant relating to the
                claim,
                without regard to whether the information was submitted or considered
                in
                the initial determination. On the basis of its review, the Committee
                or
                person designated by the Committee will make an independent determination
                of the claimant’s eligibility for benefits under the Plan. The Committee
                or the person designated by the Committee will act upon each appeal
                within
                60 days after receipt thereof unless special circumstances require
                an
                extension of the time for processing, in which case the Committee
                will
                notify the claimant within the initial 60-day period of such special
                circumstances and will render a decision as soon as possible but
                not later
                than 120 days after the appeal is received. The decision of the Committee
                or person designated by the Committee on any claim for benefits will
                be
                final and conclusive upon all parties thereto. In the event the Committee
                or person designated by the Committee denies an appeal in whole or
                in
                part, it will give written notice of the determination to the claimant.
                Such notice will set forth, in a manner calculated to be understood
                by the
                claimant, the specific reason or reasons for the adverse determination,
                reference to the specific Plan provisions on which the determination
                is
                based, a statement that the claimant is entitled to receive, upon
                request
                and free of charge, access to and copies of all documents, records
                and
                other information relevant to the claim and a statement of the claimant’s
                right to bring an action under section 502(a)
                of
                the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
                if applicable.

            


       

      
        	
                6.05

              	
                Expenses
                  and Indemnity.
                  All expenses and fees incurred in connection with the administration
                  of
                  the Plan will be paid by the Company. To the fullest extent permitted
                  by
                  applicable law, the Company will indemnify and save harmless the
                  Committee, the Board and any delegate of the Committee who is an
                  employee
                  of the Company and any officers and employees of the Company against
                  any
                  and all expenses, liabilities and claims, including legal fees
                  to defend
                  against such liabilities and claims, arising out of their discharge
                  in
                  good faith of responsibilities under or incident to the Plan, other
                  than
                  expenses and liabilities arising out of willful misconduct. Without
                  limiting the generality of the foregoing, the Company will, promptly
                  upon
                  request, advance funds to persons entitled to indemnification hereunder
                  to
                  the extent necessary to defray legal and other expenses incurred
                  in the
                  defense of such liabilities and claims, as and when incurred. This
                  indemnity will not preclude such further indemnities as may be
                  available
                  under insurance purchased by the Company or provided by the Company
                  under
                  any bylaw, agreement or otherwise.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                6.06

              	
                Withholding.
                  There will be deducted from each payment made under the Plan all
                  taxes
                  which are required to be withheld by the Company in respect to
                  such
                  payment.

              


      

      


      
        	
                6.07

              	
                Receipt
                  or Release.
                  Any payment to a Member or the Member’s Beneficiary in accordance with the
                  provisions of the Plan will, to the extent thereof, be in full
                  satisfaction of all claims against the Committee and the Company
                  with
                  respect to the amount paid. The Committee may require such Member
                  or
                  Beneficiary, as a condition precedent to such payment, to execute
                  a
                  receipt and release to such effect.

              


      

      


      
        	
                6.08

              	
                Payments
                  on Behalf of Persons Under Incapacity.
                  In the event that any amount or distribution becomes payable under
                  the
                  Plan to a person who, in the sole judgment of the Committee, is
                  considered
                  by reason of physical or mental condition to be unable to give
                  a valid
                  receipt therefor, the Committee may direct that such distribution
                  or
                  payment be made to any person found by the Committee, in its sole
                  judgment, to have assumed the care of such person. Any distribution
                  or
                  payment made pursuant to such determination will, to the extent
                  thereof,
                  constitute a full release and discharge of the Committee and the
                  Company
                  with respect to the distribution or amount
                  paid.

              


      

      


      
        	
                6.09

              	
                Successors
                  and Assigns.
                  The Company may not assign its obligations under this Plan, whether
                  by
                  contract, merger, operation of law or otherwise, unless the assignment
                  is
                  to an assignee or successor entity (in either case, hereafter called
                  a
                  “Successor”) that has stockholders’ equity or the closest equivalent
                  thereto (as measured by the most recent audited financial statements
                  of
                  such Successor) equal to or greater than the stockholders’ equity of the
                  Company (as measured immediately prior to the event that causes
                  such
                  entity to become a Successor to the Company). The provisions of
                  this
                  Section 6.09 will be binding upon each and every Successor to the
                  Company.

              


      

      


      
        	
                6.10

              	
                No
                  Requirement to Fund.
                  No provisions in the Plan, either directly or indirectly, shall
                  be
                  construed to require the Company to reserve, or otherwise set aside,
                  funds
                  for the payment of benefits hereunder, and Members and Beneficiaries
                  shall
                  have the status of general unsecured creditors with respect to
                  the
                  obligation of the Company to make payments under the Plan. The
                  Plan is
                  intended to provide benefits for “management or highly compensated
                  employees” within the meaning of ERISA and therefore to be exempt from the
                  provisions of Parts 2, 3 and 4 of the Title I of ERISA.
                  

              


      

      


      
        	
                6.11

              	
                Controlling
                  Law.
                  To the extent not preempted by the laws of the United States of
                  America,
                  the laws of the State of Indiana shall be the controlling state
                  law in all
                  matters relating to the Plan and shall
                  apply.

              


      

      


      
        	
                6.12

              	
                Severability.
                  If any provisions of the Plan shall be held illegal or invalid
                  for any
                  reason, said illegality or invalidity shall not affect the remaining
                  parts
                  of the Plan; and the Plan shall be construed and enforced as if
                  said
                  illegal and invalid provisions had never been included
                  herein.

              


      

      


      
        	
                6.13

              	
                Provisions
                  of Pension Plan Unchanged.
                  Any benefit payable under the Pension Plan shall be paid solely
                  in
                  accordance with the terms and provisions of the Pension Plan; and
                  nothing
                  in the Plan shall operate or be construed in any way to modify,
                  amend or
                  affect the terms and provisions of the Pension
                  Plan.

              


      

       

      
        	
                6.14

              	
                Nature
                  of Payments.
                  Any benefits provided hereunder shall constitute nonqualified deferred
                  compensation payments to the Member and shall not be taken into
                  account in
                  computing the amount of salary or compensation of the Member for
                  the
                  purposes of determining any pension, retirement, death or other
                  benefits
                  under (a) any pension, retirement, profit-sharing, bonus, life
                  insurance
                  or other employee benefit plan of the Company or any of its subsidiaries
                  or (b) any agreement between the Company or any subsidiary and
                  the Member
                  except as such plan or agreement shall otherwise expressly
                  provide.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	
                6.15

              	
                Gender
                  and Number.
                  Masculine gender shall include the feminine; and the singular shall
                  include the plural, unless the context clearly indicated
                  otherwise.

              


      

      


       

      IN
        WITNESS WHEREOF, CTS Corporation has caused the CTS Corporation 2003 Excess
        Benefit Retirement Plan to be executed by its proper officer duly authorized
        by
        its Board of Directors.

       

      
        	 	 	 
	 	COMPANY
                NAME CORPORATION
	 
 	 
 	 
 
	 	By:  	/s/ James
                L. Cummins
	 	
                
James
                L. Cummins
	 	
                Senior
                  Vice President 

                Administration

              




      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      

 

      APPENDIX
        B 

      


      “Change
        in Control” means the occurrence of any of the following events: 

      

        (i)    the
          acquisition by any individual, entity or group (within the meaning of Section
          13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934) (a "Person")
          of
          aggregate beneficial ownership (within the meaning of Rule 13d-3 promulgated
          under the Securities Exchange Act) of 25% or more of the combined voting
          power
          of the then outstanding securities entitled to vote generally in the election
          of
          directors (the “Voting Stock”) of the Company (including, for this purpose, any
          Voting Stock of the Company acquired prior to July 1, 2003); provided,
          however,
          that for purposes of this Section (i), the following will not be deemed
          to
          result in a Change in Control: (A) any acquisition of Voting Stock of the
          Company directly from the Company that is approved by the Incumbent Board
          (as
          defined below), (B) any acquisition of Voting Stock of the Company by the
          Company or any entity in which the Company directly or indirectly beneficially
          owns 50% or more of the outstanding Voting Stock (a “Subsidiary”) and any change
          in the percentage ownership of Voting Stock of the Company that results
          from
          such acquisition, (C) any acquisition of Voting Stock of the Company by
          any
          employee benefit plan (or related trust) sponsored or maintained by the
          Company
          or any Subsidiary, or (D) any acquisition of Voting Stock of the Company
          by any
          Person pursuant to a Business Combination that complies with clauses (I),
          (II)
          and (III) of Section (iii); or 

         

      

      (ii)     individuals
        who are members of the Board of Directors of CTS Corporation (the “Board”
collectively “Directors” and as individuals “Director”) and who, and who, as of
        July 1, 2003, constitute the Board (the "Incumbent Board") cease for any
        reason
        to constitute at least a majority of the Board; provided, however, that any
        individual becoming a Director subsequent to July 1, 2003 whose election,
        or
        nomination for election by the Company's shareholders, was approved by a
        vote of
        at least a majority of the Directors then comprising the Incumbent Board
        (either
        by a specific vote or by approval of the proxy statement of the Company in
        which
        such person is named as a nominee for director, without objection to such
        nomination) will be deemed to have been a member of the Incumbent Board,
        but
        excluding, for this purpose, any such individual becoming a Director as a
        result
        of an actual or threatened election contest (as described in Rule 14a-12(c)
        of
        the Securities Exchange Act) with respect to the election or removal of
        Directors or other actual or threatened solicitation of proxies or consents
        by
        or on behalf of a Person other than the Board (collectively, an "Election
        Contest"); or

      


      (iii)    consummation
        of (A) a
        reorganization, merger or consolidation of the Company, or (B) a sale or
        other disposition of all or substantially all of the assets of the Company,
        (such reorganization, merger, consolidation or sale each, a "Business
        Combination"), unless, in each case, immediately following such Business
        Combination, (I) all or substantially all of the individuals and entities
        who
        were the beneficial owners of Voting Stock of the Company immediately prior
        to
        such Business Combination beneficially own, directly or indirectly, more
        than
        75% of the then outstanding shares of common stock and the combined voting
        power
        of the then outstanding Voting Stock of the Company entitled to vote generally
        in the election of Directors of the entity resulting from such Business
        Combination (including, without limitation, an entity which as a result of
        such
        transaction owns the Company or all or substantially all of the Company's
        assets
        either directly or through one or more subsidiaries), (II) no Person (other
        than
        the Company, such entity resulting from such Business Combination, or any
        employee benefit plan (or related trust) sponsored or maintained by the Company,
        any Subsidiary or such entity resulting from such Business Combination)
        beneficially owns, directly or indirectly, 15% or more of the then outstanding
        shares of Voting Stock of the entity resulting from such Business Combination,
        and (III) at least a majority of the members of the Board of the entity
        resulting from such Business Combination were members of the Incumbent Board
        at
        the time of the execution of the initial agreement or of the action of the
        Board
        providing for such Business Combination; or

      


      (iv)   
approval
        by the shareholders of the Company of a complete liquidation or dissolution
        of
        the Company, except pursuant to a Business Combination that complies with
        clauses (I), (II) and (III) of Section (iii).