**TABLE OF CONTENTS**       PageARTICLE I TITLE AND DEFINITIONS  55 1.1 Definitions  55      ARTICLE II PARTICIPATION  57      ARTICLE III DEFERRAL ELECTIONS  57 3.1 Elections to Defer Compensation  57 3.2 Investment Elections  58      ARTICLE IV DEFERRAL ACCOUNTS AND TRUST FUNDING  59 4.1 Deferral Accounts  59 4.2 Company Contribution Account  59 4.3 Trust Funding  60      ARTICLE V VESTING  60      ARTICLE VI DISTRIBUTIONS  60 6.1 Distribution of Deferred Compensation and Discretionary Company Contributions  60 6.2 [Reserved.]  61 6.3 Hardship Distribution  61 6.4 Inability to Locate Participant  61      ARTICLE VII ADMINISTRATION  62 7.1 Committee  62 7.2 Committee Action  62 7.3 Powers and Duties of the Committee  62 7.4 Construction and Interpretation  62 7.5 Information  63 7.6 Compensation, Expenses and Indemnity  63 7.7 Quarterly Statements  63 7.8 Disputes  63      ARTICLE VIII MISCELLANEOUS  64 8.1 Unsecured General Creditor  64 8.2 Restriction Against Assignment  64 8.3 Withholding  64 8.4 Amendment, Modification, Suspension or Termination  64 8.5 Governing Law  65 8.6 Receipt or Release  65 8.7 Payments on Behalf of Persons Under Incapacity  65 8.8 Limitation of Rights and Employment Relationship  65 8.9 Headings  65 8.10 Section 409A of the Code  65      **Exhibit A**  66 
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**THE CORPORATE EXECUTIVE BOARD****DEFERRED COMPENSATION PLAN**          The Corporate Executive Board Company (the “Company”) has determined that it is in the bestinterests of the Company to establish The Corporate Executive Board Deferred Compensation Plan (the“Plan”) for a select group of management or highly compensated employees in order to serve as avehicle for attracting, incentivizing, and retaining high quality executive employees. The Plan wasoriginally adopted as of the Effective Date and has been subsequently amended, effective as ofJanuary 1, 2006, to read as follows:**ARTICLE I****TITLE AND DEFINITIONS**     1.1 Definitions.          Whenever the following words and phrases are used in this Plan, with the first lettercapitalized, they shall have the meanings specified below.          (a) “Account” or “Accounts” shall mean all of such accounts as are specifically authorized forinclusion in this Plan.          (b) “Base Salary” shall mean a Participant’s annual base salary and such commissions andbonuses as may be designated as deferrable as Base Salary by the Committee and which do nototherwise meet the definition of Incentive Compensation. Base Salary shall exclude all other bonus,incentive and all other remuneration for services rendered to Company and shall be determined priorto reduction for any salary contributions to a plan established pursuant to Sections 125, 132 or401(k) of the Code. In the case of a Participant who is a member of the Board of Directors, theterm “Base Salary” shall also include any director fees or director retainers otherwise payable tosuch Participant.          (c) “Beneficiary” or “Beneficiaries” shall mean the person or persons, including a trustee,personal representative or other fiduciary, last designated in writing by a Participant inaccordance with procedures established by the Committee to receive the benefits specified hereunderin the event of the Participant’s death. No beneficiary designation shall become effective until itis filed with the Committee. Any designation shall be revocable at any time through a writteninstrument filed by the Participant with the Committee with or without the consent of the previousBeneficiary. No designation of a Beneficiary other than the Participant’s spouse shall be validunless consented to in writing by such spouse. If there is no such designation or if there is nosurviving designated Beneficiary, then the Participant’s surviving spouse shall be the Beneficiary.If there is no surviving spouse to receive any benefits payable in accordance with the precedingsentence, the Participant’s estate, as represented by the duly appointed and currently actingpersonal representative of the Participant’s estate (which shall include either the Participant’sprobate estate or living trust) shall be the Beneficiary. In any case where there is no suchpersonal representative of the Participant’s estate duly appointed and acting in that capacitywithin ninety (90) days after the Participant’s death (or such extended period as the Committeedetermines is reasonably necessary to allow such personal representative to be appointed, but notto exceed one hundred eighty (180) days after the Participant’s death), then Beneficiary shall meanthe person or persons who can verify by affidavit or court order to the satisfaction of theCommittee that they are legally entitled to receive the benefits specified hereunder. In the eventany amount is payable under the Plan to a minor, payment shall not be made to the minor, butinstead be paid (a) to that person’s living parent(s) to act as custodian, (b) if that person’sparents are then divorced, and one parent is the sole custodial parent, to such custodial parent,or (c) if no parent of that person is then living, to a custodian selected by the Committee to holdthe funds for the minor under the Uniform Transfers or Gifts to Minors Act in effect in thejurisdiction in which the minor resides. If no parent is living and the Committee decides not toselect another custodian to hold the funds for the minor, then payment shall be made to the dulyappointed and currently acting guardian of the estate for the minor or, if no guardian of theestate for the minor is duly appointed and currently acting within sixty (60) days after the datethe amount becomes payable, payment shall be deposited with the court having jurisdiction over theestate of the minor. Payment by Company pursuant to any unrevoked Beneficiary designation, or tothe Participant’s estate if no such designation exists, of all benefits owed hereunder shallterminate any and all liability of Company.          (d) “Board of Directors” or “Board” shall mean the Board of Directors of Company.          (e) [Reserved]
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          (f) “Code” shall mean the Internal Revenue Code of 1986, as amended.          (g) “Committee” shall mean the Compensation Committee of the Board, which shall administer thePlan in accordance with Article VII.          (h) “Company” shall mean The Corporate Executive Board Company.          (i) “Company Contribution Account” shall mean the bookkeeping account maintained by theCommittee for each Participant that is credited with an amount equal to the Participant’s CompanyDiscretionary Contribution Amount, if any, and Company Matching Contribution Amount, if any, andearnings and losses on such amounts pursuant to Section 4.2.          (j) “Company Discretionary Contribution Amount” shall mean such discretionary amount ifcontributed by the Company for a Participant for a Plan Year. Such amount may differ fromParticipant to Participant in amount, including no contribution and including differences expressedas different percentages of Compensation.          (k) “Company Matching Contribution Amount” shall mean such amount, if any, contributed by theCompany for each Participant for a Plan Year. Such amount may differ from Participant toParticipant in amount, including no contribution and including differences expressed as differentpercentages of Compensation.          (l) “Compensation” shall mean Base Salary, Incentive Compensation and Ad Hoc Awards.          (m) “Deferral Account” shall mean the bookkeeping account maintained by the Committee for eachParticipant that is credited with amounts equal to (1) the portion of the Participant’sCompensation that he or she elects to defer, and (2) earnings and losses pursuant to Section 4.1.          (n) “Disabled” or “Disability” shall mean the Participant has, by reason of any medicallydeterminable physical or mental impairment which can be expected to result in death or can beexpected to last for a continuous period of not less than twelve (12) months, received incomereplacement benefits for a period of not less than three months under a disability program coveringemployees of the Company. The Committee shall determine whether or not a Participant has becomeDisabled for purposes of the Plan.          (o) “Distributable Amount” shall mean the vested balance in the Participant’s Deferral Accountand Company Contribution Account.          (p) “Effective Date” shall be July 1, 2005          (q) “Eligible Employee” shall mean (i) those employees who job titles are listed in Exhibit Aattached hereto and (ii) any outside director of the Company.          (r) “Fund” or “Funds” shall mean one or more of the investment funds selected by the Committeepursuant to Section 3.2(b).          (s) “Hardship Distribution” shall mean a severe financial hardship to the Participantresulting from an unforeseeable emergency. An unforeseeable emergency shall mean a severe financialhardship to the Participant resulting from an illness or accident of the Participant, theParticipant’s spouse, or a dependent (as defined in Section 152(a) of the Code) of the Participant,loss of the Participant’s property due to casualty or other similar extraordinary and unforeseeablecircumstances arising as a result of events beyond the control of the Participant. Thecircumstances that would constitute an unforseeable emergency will depend upon the facts of eachcase, but, in any case, a Hardship Distribution may not be made to the extent that such hardship isor may be relieved (i) through reimbursement or compensation by insurance or otherwise, (ii) byliquidation of the Participant’s assets, to the extent the liquidation of assets would not itselfcause severe financial hardship, or (iii) by cessation of deferrals under this Plan.          (t) “Incentive Compensation” shall mean such bonuses and/or commissions as may be designatedas deferrable as Incentive Compensation by the Committee and which are based on services performedfor the Company over a period of at least twelve (12) months and which meet the requirements of“performance-based compensation” as defined in Section 409A(a)(4)(B)(iii) of the Code.
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          (u) “Initial Election Period” shall mean the thirty (30) day period prior to the EffectiveDate of the Plan, or the thirty (30) day period following the time an employee shall first bedesignated by the Company as an Eligible Employee.          (v) “Interest Rate” shall mean, for each Fund, an amount equal to the net gain or loss on theassets of such Fund determined on a daily basis.          (w) “Key Employee” shall mean those employees defined under Section 416(i) of the Code withoutregard to paragraph (5) thereof.          (x) “Participant” shall mean any Eligible Employee who becomes a Participant in this Plan inaccordance with Article II.          (y) “Payment Date” shall be the date selected by the Participant to receive or to commencereceipt of benefits under the Plan, subject to the rules set forth under the Plan or the date onwhich the rules of the Plan otherwise provide for a payment to the Participant or the Participant’sBeneficiary.          (z) “Plan” shall be The Corporate Executive Board Deferred Compensation Plan.          (aa) “Plan Year” shall be January 1 to December 31. The first Plan Year shall be July 1, 2005to December 31, 2005.          (bb) “Scheduled Withdrawal Date” shall mean the distribution date elected by the Participantfor an in-service withdrawal of amounts from the Participant’s Accounts which were deferred in agiven Plan Year, and earnings and losses attributable thereto, as set forth on the election formfor such Plan Year.          (cc) “Trust” shall mean the grantor trust initially established between the Company and FirstAmerican Trust, FSB.          (dd) “Trustee” shall mean First American Trust, FSB.          (ee) “Ad Hoc Award” shall mean an award in cash or property that is subject to a forfeiturecondition requiring the continued performance of services for a period of at least twelve (12)months from the date of grant and is also subject to the initial election rules set forth inSection 3.1(d).          (ff) “Separation from Service” shall mean the definition set forth in Treas. Reg. §1.409A-1(h).          (gg) “Termination of employment” shall mean separation from Separation from Service.**ARTICLE II****PARTICIPATION**          An Eligible Employee shall become a Participant in the Plan by completing certain electronicenrollment procedures, including any required insurance applications. Effective January 1, 2008, anEligible Employee shall first become a Participant in the Plan as of the later of (i) the firstday of the month following the date on which an individual first becomes an Eligible Employee or(ii) the date upon which the Eligible Employee completes all applicable electronic enrollmentprocedures, including any required insurance applications.**ARTICLE III****DEFERRAL ELECTIONS**     3.1 Elections to Defer Compensation.          (a) Initial Election Period. Subject to the provisions of Article II, each EligibleEmployee may elect to defer Compensation by filing with the Committee an election that conforms tothe requirements of this Section 3.1, following certain electronic election procedures establishedby the Committee, no later than the last day of his or her Initial Election Period.
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          (b) General Rule. The amount of Compensation which an Eligible Employee may elect todefer is such Compensation earned on or after the time at which the Eligible Employee elects todefer in accordance with Sections 1.1(u) and 3.1(a) and shall be a percentage which shall notexceed One Hundred Percent (100%) of the Eligible Employee’s Compensation, provided that the totalamount deferred by a Participant shall be limited in any calendar year, if necessary, by theamounts needed to satisfy Social Security Tax (including Medicare), income tax and employee benefitplan withholding requirements all as determined in the sole and absolute discretion of theCommittee. The minimum contribution which may be made in any Plan Year by an Eligible Employeeshall not be less than Five Thousand Dollars ($5,000), provided such minimum contribution can besatisfied from any element of Compensation. Notwithstanding the previous sentence, the minimumcontribution shall be reduced for the first Plan Year to the amount of Three Thousand Dollars($3,000).          (c) Duration of Compensation Deferral Election. In the case of an Eligible Employeewho first becomes eligible to participate in the Plan as of the Effective Date, such EligibleEmployee’s initial election to defer Compensation must be prior to the Effective Date and is to beeffective with respect to Compensation earned after such deferral election is processed. Suchelection shall be irrevocable for a Plan Year and shall continue in effect unless and untilmodified for subsequent Plan Years. The Committee may, in its discretion and on a year by yearbasis, permit a Participant to make separate elections in respect of (i) the component of BaseSalary which does not consist of bonus and/or commissions and (ii) the component of Base Salarywhich does consist of bonus and/or commissions. A Participant may increase, decrease or terminate adeferral election with respect to Base Salary for any subsequent Plan Year by filing a new electionnot less than fifteen (15) days prior to the beginning of the next calendar year. A Participant mayincrease, decrease or terminate a deferral election with respect to Incentive Compensation for anysubsequent Plan Year by filing a new election within such time frame as may be determined by theCommittee but which shall in no event be less than six months prior to the end of twelve (12) monthperformance period on which such Incentive Compensation is based. In the case of an employee whobecomes an Eligible Employee after the Effective Date, such Eligible Employee shall have thirty(30) days after the date he or she has become an Eligible Employee to make an Initial Election withrespect to Compensation. Such election shall be for the remainder of the Plan Year, in the eventthe Plan Year has commenced. In the event that an election which is made in respect of a Plan Yearcovers a component of Base Salary which is earned in part during such Plan Year and in part duringthe immediately succeeding Plan Year, such election shall not apply to any portion of suchcomponent of Base Salary at the time such component of Base Salary becomes otherwise payable insuch immediately succeeding Plan Year. Instead, any deferral relating to such component of BaseSalary must instead be made (i) through a separate election during the calendar year preceding thecalendar year in which such component of Base Salary otherwise becomes payable or (ii) through acontinuation of the original election into such subsequent Plan Year through a failure to modify orrevoke such original election.          (d) Elections other than Elections during the Initial Election Period. Subject to thelimitations of Section 3.1(b) above, any Eligible Employee who has terminated a prior Compensationdeferral election may elect to again defer Compensation, by filing an election, on a form providedby the Committee, to defer Compensation as described in Sections 3.1(b) and 3.1(c) above. Anelection to defer Compensation must be filed in a timely manner in accordance with Section 3.1(c).          (e) Elections to defer Ad Hoc Awards. Notwithstanding any other provision set forth inthis Section 3.1 to the contrary, any Eligible Employee may elect to defer an Ad Hoc Award pursuantto certain procedures established by the Committee so long as the initial election is made no laterthan thirty (30) days after the date of grant of the Ad Hoc Award. Pursuant to the definition of AdHoc Award, the election must be made at least twelve (12) months before the Eligible Employee hasearned a nonforfeitable right to any portion of such Ad Hoc Award.     3.2 Investment Elections.          (a) At the time of making the deferral elections described in Section 3.1, the Participantshall designate, on a form provided by the Committee, the types of investment funds in which theParticipant’s Account shall be deemed to be invested for purposes of determining the amount ofearnings to be credited to that Account. In making the designation pursuant to this Section 3.2,the Participant may specify that all or any percentage of his or her Account be deemed to beinvested, in whole percentage increments, in one or more of the types of investment funds providedunder the Plan as communicated from time to time by the Committee. A Participant may change thedesignation made under this Section 3.2 by filing an election, on a form provided by the Committee,which change shall be made effective as soon as reasonably practicable after receipt by theCommittee of such form. If a Participant fails to elect a type of fund under this Section 3.2, heor she shall be deemed to have elected the money market type of investment fund.          (b) Although the Participant may designate the type of investment funds used to measure theearnings or losses to be credited to the Participant’s Accounts, the Committee shall have the rightto change the range and type of available investment funds for these purposes at any time and fromtime to time. The Committee shall select from time to time, in its sole and absolute discretion,commercially available investments of each of the types communicated by the Committee to theParticipant pursuant to Section 3.2(a) above to be the Funds. The Interest Rate of each suchcommercially available investment fund shall be used to determine the amount of earnings or lossesto be credited to Participant’s Account under Article IV.
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**ARTICLE IV****DEFERRAL ACCOUNTS AND TRUST FUNDING**     4.1 Deferral Accounts.          The Committee shall establish and maintain a Deferral Account for each Participant under thePlan. Each Participant’s Deferral Account shall be further divided into separate subaccounts(“investment fund subaccounts”), each of which corresponds to an investment fund elected by theParticipant pursuant to Section 3.2(a). A Participant’s Deferral Account shall be credited asfollows:          (a) As soon as administratively feasible after amounts are withheld and deferred from aParticipant’s Compensation, the Committee shall credit the investment fund subaccounts of theParticipant’s Deferral Account with an amount equal to Compensation deferred by the Participant inaccordance with the Participant’s election under Section 3.2(a); that is, the portion of theParticipant’s deferred Compensation that the Participant has elected to be deemed to be invested ina certain type of investment fund shall be credited to the investment fund subaccount correspondingto that investment fund;          (b) Each business day, each investment fund subaccount of a Participant’s Deferral Accountshall be credited with earnings or losses in an amount equal to that determined by multiplying thebalance credited to such investment fund subaccount as of the prior day plus contributions creditedthat day to the investment fund subaccount minus withdrawals debited that day to the investmentfund subaccount by the Interest Rate for the corresponding fund selected by the Company pursuant toSection 3.2(b).          (c) In the event that a Participant elects for a given Plan Year’s deferral of Compensation tohave a Scheduled Withdrawal Date, all amounts attributed to the deferral of Compensation for suchPlan Year shall be accounted for in a manner which allows separate accounting for the deferral ofCompensation and investment gains and losses associated with such Plan Year’s deferral ofCompensation.     4.2 Company Contribution Account.          If the Company elects to credit a Company Discretionary Contribution Amount or a CompanyMatching Contribution Amount on behalf of a Participant, the Committee shall establish and maintaina Company Contribution Account for such Participant. Each Participant’s Company ContributionAccount shall be further divided into separate investment fund subaccounts corresponding to theinvestment fund elected by the Participant for the purpose of determining the earnings or losses tobe credited under the Participant’s Company Contribution Account pursuant to Section 3.2(a). AParticipant’s Company Contribution Account shall be credited as follows:          (a) As soon as administratively feasible after a Company Discretionary Contribution Amount orCompany Matching Contribution Amount is contributed by the Company, the Committee shall credit theinvestment fund subaccounts of the Participant’s Company Contribution Account with an amount equalto the Company Discretionary Contribution Amount, if any, applicable to that Participant, that is,the proportion of the Company Discretionary Contribution Amount, if any, or Company MatchingContribution Amount, if any, which the Participant elected to be deemed to be invested in a certaintype of investment fund shall be credited to the corresponding investment fund subaccount; and          (b) Each business day, each investment fund subaccount of a Participant’s Company ContributionAccount shall be credited with earnings or losses in an amount equal to that determined bymultiplying the balance credited to such investment fund subaccount as of the prior day pluscontributions credited that day to the investment fund subaccount minus withdrawals debited thatday to the investment fund subaccount by the Interest Rate for the corresponding Fund selected bythe Company pursuant to Section 3.2(b).
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     4.3 Trust Funding.          The Company has created a Trust with First American Trust, FSB as the Trustee. The Companyshall contribute to the Trust (1) an amount equal to the amount deferred by each Participant; (2)the aggregate amount of any Company Discretionary Contribution Amounts; and (3) the aggregateamount of any Company Matching Contribution Amounts.          Although the principal of the Trust and any earnings thereon shall be held separate and apartfrom other funds of Company and shall be used exclusively for the uses and purposes of PlanParticipants and Beneficiaries as set forth therein, neither the Participants nor theirBeneficiaries shall have any preferred claim on, or any beneficial ownership in, any assets of theTrust prior to the time such assets are paid to the Participants or Beneficiaries as benefits andall rights created under this Plan shall be unsecured contractual rights of Plan Participants andBeneficiaries against the Company. Any assets held in the Trust shall be subject to the claims ofCompany’s general creditors under federal and state law in the event of insolvency as defined inSection 3.1 of the Trust.**ARTICLE V****VESTING**          A Participant shall be 100% vested in any Base Salary deferred under this Plan. A Participantshall be vested in accordance with the specific governing vesting schedule with respect to anyIncentive Compensation, Company Discretionary Contribution Amount and Company Matching ContributionAmount announced at the time such contributions, if any, are made by the Company. A Participantshall be vested in accordance with the specific governing vesting schedule with respect to any AdHoc Awards announced at the time such Awards, if any, are made by the Company.**ARTICLE VI****DISTRIBUTIONS**     6.1 Distribution of Deferred Compensation and Discretionary Company Contributions.          (a) Distribution Not Due To Scheduled Withdrawal Date. Except for Participants who areKey Employees pursuant to Section 1.1(w), in the case of a Participant who terminates employmentwith the Company for any reason other than death and who has an Account balance of Five ThousandDollars ($5,000) or more, the Distributable Amount shall be paid to the Participant in the form ofa lump sum payment on the Participant’s Payment Date. An optional form of benefit may be elected bythe Participant, on the form provided by Company, during his or her Initial Election Period(subject to subsequent amendments as discussed in the next paragraph). Except for Participants whoare Key Employees pursuant to Section 1.1(w), the optional form of benefits shall be substantiallyequal annual installments over a period not to exceed fifteen (15) years beginning on theParticipant’s Payment Date.               In the case of a Participant who terminates employment with Company, who is not a Key Employeeunder Section 1.1(w), and has an Account balance of less than Five Thousand Dollars ($5,000), theDistributable Amount shall be paid to the Participant in a lump sum distribution on theParticipant’s Payment Date.               In the case of a Participant who terminates employment with the Company for any reason otherthan death and who is a Key Employee under Section 1.1(w), the Distributable Amount under thisSection 6.1(a) shall be paid or payments shall commence to the Participant no sooner than six (6)months following the date from which such Participant terminates employment with the Company. Thissix (6) month restriction shall not apply to a termination of employment due to death.               The Participant’s Account shall continue to be credited with earnings pursuant to Section 4.1of the Plan until all amounts credited to his or her Account under the Plan have been distributed.          (b) Distribution Due To Scheduled Withdrawal Date. In the case of a Participant whohas elected a Scheduled Withdrawal Date for a distribution while still in the employ of theCompany, such Participant shall receive his or her Distributable Amount, but only with respect tothose deferrals of Compensation, vested Matching Contribution Amounts, if any, and vested CompanyDiscretionary Contribution Amounts, if any, and earnings on such deferrals of Compensation,Matching Contribution Amounts and Company Discretionary Contribution Amounts as shall have beenelected by the Participant to be subject to the Scheduled Withdrawal Date in accordance withSection 1.1(bb) of the Plan. A Participant’s Scheduled Withdrawal Date with respect to deferrals ofCompensation,
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Matching Contribution Amounts and Company Discretionary Contribution Amounts deferredin a given Plan Year can be no earlierthan two (2) years from the last day of the Plan Year for which the deferrals of Compensation,Matching Contribution Amounts and Company Discretionary Contribution Amounts are made. Participantsmay elect to have such amounts paid in the form of a lump sum distribution or annual installmentsnot to exceed five (5) years. Such lump sum distribution shall be paid or such installments shallcommence in March of the year specified. Except as set forth under Section 6.5, a Participant mayextend the Scheduled Withdrawal Date for any Plan Year, provided such extension occurs at least one(1) year before the Scheduled Withdrawal Date and provided that the first payment with respect towhich such election is made is deferred for a period of not less than five (5) years from the datesuch payment would otherwise have commenced or have been made (the “one (1) year/five (5) yearrule”). For purposes of the one (1) year/five (5) year rule, installment payments shall be treatedas an entitlement to a single payment. In the event a Participant terminates employment withCompany prior to a Scheduled Withdrawal Date, other than by reason of death or Disability theportion of the Participant’s Account associated with a Scheduled Withdrawal Date, which has notoccurred prior to such termination, shall be distributed pursuant to the form of benefit electedunder Section 6.1(a) for distributions not due to a Scheduled Withdrawal Date. Finally, if aParticipant Account balance associated with a Scheduled Withdrawal Date is less than Five ThousandDollars ($5,000) as of the Scheduled Withdrawal Date, such amount shall be paid to the Participant(and after his or her death to his or her Beneficiary) in a lump sum distribution on the ScheduledWithdrawal Date.          (c) Distribution for Termination of Employment due to Death or Disability. In the caseof a Participant who dies or who becomes Disabled while employed by the Company, his or her vestedbalance in his or her Account shall be paid as soon as practicable to his or her Beneficiary (inthe case of death) or to the Participant (in the case of Disability) in a lump sum payment, lessany applicable withholding.          (d) Post-Termination Death Benefit. In the event a Participant dies after his or hertermination of employment and still has a vested balance in his or her Account, the vested balanceof such Account shall be paid as soon as practicable to the Participant’s Beneficiary in a lump sumpayment, less any applicable withholding.     6.2 [Reserved.]     6.3 Hardship Distribution.          A Participant shall be permitted to elect a Hardship Distribution from his or her vestedAccounts in accordance with Section 1.1(s) of the Plan prior to the Payment Date, subject to thefollowing restrictions:          (a) The election to take a Hardship Distribution shall be made by filing a form provided byand filed with Committee prior to the end of any calendar month.          (b) The Committee shall have made a determination that the requested distribution constitutesa Hardship Distribution in accordance with Section 1.1(s) of the Plan.          (c) The amount determined by the Committee as a Hardship Distribution shall be paid in asingle cash lump sum as soon as practicable after the end of the calendar month in which theHardship Distribution election is made and approved by the Committee.     6.4 Inability to Locate Participant.          In the event that the Committee is unable to locate a Participant or Beneficiary within twoyears following the required Payment Date, the amount allocated to the Participant’s DeferralAccount shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claimssuch benefit, such benefit shall be reinstated without interest or earnings.     6.5 2008 Transition Relief.          In 2008, Participants were given the opportunity to change the time of payment and/or form ofcertain of their benefits under the Plan by filing individualized written election forms with theCommittee (or its designee) before January 1, 2009, provided that the payment of benefits was notaccelerated into 2008 and that the payment of any benefits otherwise scheduled for payment in 2008was not deferred to a later date. The one (1) year/five (5) year rule set forth in Section 6.2(b)shall not apply to any change to the time of payment and/or form of benefits under this transitionrelief.
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**ARTICLE VII****ADMINISTRATION**     7.1 Committee.          The members of the Committee shall consist of the members of the Compensation Committee of theBoard of Directors, as such Compensation Committee may be constituted from time to time.     7.2 Committee Action.          The Committee shall act at meetings by affirmative vote of a majority of the members of theCommittee. Any action permitted to be taken at a meeting may be taken without a meeting if, priorto such action, a written consent to the action is signed by all members of the Committee and suchwritten consent is filed with the minutes of the proceedings of the Committee. A member of theCommittee shall not vote or act upon any matter which relates solely to himself or herself as aParticipant. The Chair or any other member or members of the Committee designated by the Chair mayexecute any certificate or other written direction on behalf of the Committee.     7.3 Powers and Duties of the Committee.          (a) The Committee, on behalf of the Participants and their Beneficiaries, shall enforce thePlan in accordance with its terms, shall be charged with the general administration of the Plan,and shall have all powers necessary to accomplish its purposes, including, but not by way oflimitation, the following:               (1) To select the Funds in accordance with Section 3.2(b) hereof;               (2) To construe and interpret the terms and provisions of this Plan, including any ambiguity;               (3) To compute and certify to the amount and kind of benefits payable to Participants andtheir Beneficiaries;               (4) To maintain all records that may be necessary for the administration of the Plan;               (5) To provide for the disclosure of all information and the filing or provision of allreports and statements to Participants, Beneficiaries or governmental agencies as shall be requiredby law;               (6) To make and publish such rules for the regulation of the Plan and procedures for theadministration of the Plan as are not inconsistent with the terms hereof;               (7) To appoint a Plan administrator or any other agent, and to delegate to them such powersand duties in connection with the administration of the Plan as the Committee may from time to timeprescribe; and               (8) To take all actions necessary for the administration of the Plan, including determiningwhether to hold or discontinue the Policies.     7.4 Construction and Interpretation.          The Committee shall have full discretion to construe and interpret the terms and provisions ofthis Plan, which interpretations or construction shall be final and binding on all parties,including but not limited to the Company and any Participant or Beneficiary. The Committee shalladminister such terms and provisions in a uniform and nondiscriminatory manner and in fullaccordance with any and all laws applicable to the Plan.
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     7.5 Information.          To enable the Committee to perform its functions, the Company shall supply full and timelyinformation to the Committee on all matters relating to the Compensation of all Participants, theirdeath or other events which cause termination of their participation in this Plan, and such otherpertinent facts as the Committee may require.     7.6 Compensation, Expenses and Indemnity.          (a) The members of the Committee shall serve without compensation for their serviceshereunder.          (b) The Committee shall be authorized at the expense of the Company to employ such legalcounsel as it may deem advisable to assist in the performance of its duties hereunder. Expenses andfees in connection with the administration of the Plan shall be paid by the Company.          (c) To the extent permitted by applicable state law, the Company shall indemnify and holdharmless the Committee and each member thereof, the Board of Directors and any delegate of theCommittee who is an employee of the Company against any and all expenses, liabilities and claims,including legal fees to defend against such liabilities and claims arising out of their dischargein good faith of responsibilities under or incident to the Plan, other than expenses andliabilities arising out of willful misconduct. This indemnity shall not preclude such furtherindemnities as may be available under insurance purchased by the Company or provided by the Companyunder any bylaw, agreement or otherwise, as such indemnities are permitted under state law.     7.7 Quarterly Statements.          Under procedures established by the Committee, a Participant shall have access to anelectronic statement with respect to such Participant’s Accounts on a quarterly basis.     7.8 Disputes.          (a) Claim.          A person who believes that he or she is being denied a benefit to which he or she is entitledunder this Plan (hereinafter referred to as “Claimant”) must file a written request for suchbenefit with the Committee, setting forth his or her claim. The request must be addressed to theChair of the Committee.          (b) Claim Decision.          Upon receipt of a claim, the Committee shall advise the Claimant that a reply will beforthcoming within ninety (90) days and shall, in fact, deliver such reply within such period. TheCommittee may, however, extend the reply period for an additional ninety (90) days for specialcircumstances.          If the claim is denied in whole or in part, the Committee shall inform the Claimant inwriting, using language calculated to be understood by the Claimant, setting forth: (A) thespecified reason or reasons for such denial; (B) the specific reference to pertinent provisions ofthis Plan on which such denial is based; (C) a description of any additional material orinformation necessary for the Claimant to perfect his or her claim and an explanation of why suchmaterial or such information is necessary; (D) appropriate information as to the steps to be takenif the Claimant wishes to submit the claim for review; and (E) the time limits for requesting areview under subsection (c).          (c) Request For Review.          Within sixty (60) days after the receipt by the Claimant of the written opinion describedabove, the Claimant may request in writing that the Committee review its prior determination. Suchrequest must be addressed to the Chair of the Committee. The Claimant or his or her duly authorizedrepresentative may, but need not, review the pertinent documents and submit issues and comments inwriting for consideration by the Committee. If the Claimant does not request a review within suchsixty (60) day period, he or she shall be barred and estopped from challenging the Committee’sdetermination.
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          (d) Review of Decision.          Within sixty (60) days after the Committee’s receipt of a request for review, afterconsidering all materials presented by the Claimant, the Committee shall inform the Participant inwriting, in a manner calculated to be understood by the Claimant, the decision setting forth thespecific reasons for the decision containing specific references to the pertinent provisions ofthis Plan on which the decision is based. If special circumstances require that the sixty (60) daytime period be extended, the Committee shall so notify the Claimant and shall render the decisionas soon as possible, but no later than one hundred twenty (120) days after receipt of the requestfor review.**ARTICLE VIII****MISCELLANEOUS**     8.1 Unsecured General Creditor.          Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal orequitable rights, claims, or interest in any specific property or assets of the Company. No assetsof the Company shall be held in any way as collateral security for the fulfilling of theobligations of the Company under this Plan. Any and all of the Company’s assets shall be, andremain, the general unpledged, unrestricted assets of the Company. The Company’s obligation underthe Plan shall be merely that of an unfunded and unsecured promise of the Company to pay money inthe future, and the rights of the Participants and Beneficiaries shall be no greater than those ofunsecured general creditors. It is the intention of the Company that this Plan be unfunded forpurposes of the Code and for purposes of Title 1 of the Employee Retirement Income Security Act of1974, as amended (“ERISA”).     8.2 Restriction Against Assignment.          The Committee shall cause all amounts payable hereunder to be paid only to the person orpersons designated by the Plan and not to any other person or corporation. No part of aParticipant’s Accounts shall be liable for the debts, contracts, or engagements of any Participant,his or her Beneficiary, or successors in interest, nor shall a Participant’s Accounts be subject toexecution by levy, attachment, or garnishment or by any other legal or equitable proceeding, norshall any such person have any right to alienate, anticipate, sell, transfer, commute, pledge,encumber, or assign any benefits or payments hereunder in any manner whatsoever. If anyParticipant, Beneficiary or successor in interest is adjudicated bankrupt or purports toanticipate, alienate, sell, transfer, commute, assign, pledge, encumber or charge any distributionor payment from the Plan, voluntarily or involuntarily, the Committee, in its discretion, maycancel such distribution or payment (or any part thereof) to or for the benefit of suchParticipant, Beneficiary or successor in interest in such manner as the Committee shall direct.     8.3 Withholding.          The Committee shall cause to be deducted from each payment made under the Plan or any otherCompensation payable to the Participant (or Beneficiary) all taxes which are required to bewithheld by the Company in respect to such payment or this Plan. The Committee shall have the rightto reduce any payment (or compensation) by the amount of cash sufficient to provide the amount ofsaid taxes.     8.4 Amendment, Modification, Suspension or Termination.          The Committee may amend, modify, suspend or terminate the Plan in whole or in part, exceptthat no amendment, modification, suspension or termination shall have any retroactive effect toreduce any amounts allocated to a Participant’s Accounts. In addition, no amendment may be made tothe Plan to increase or mandate Company Discretionary Contribution Amounts and/or Company MatchingContribution Amounts absent approval by the Board. The Committee may also effectuate an amendmentto the Plan through written resolution which shall be viewed as part of this Plan. Notwithstandingthe above, the payment of any portion of an Account which is subject to Section 409A may not beaccelerated except in compliance with the provisions of Treas. Reg. Section 1.409A-3(j)(4)(ix) orsuch other events and conditions which may be permitted in generally applicable guidelinespublished in the Internal Revenue Bulletin. The Committee reserves any discretion to distributebenefits in accordance with the requirements of such regulations and/or such guidelines.
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          In the event that this Plan is terminated due to a “Change in Control,” the amounts allocatedto a Participant’s Accounts shall be distributed to the Participant in a lump sum within thirty(30) days following the date of termination of the Plan. For these purposes,the term “Change in Control” shall mean either: (a) the “acquisition” by a “person” or “group”(as those terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, asamended (the “Exchange Act”), and the rules promulgated thereunder), other than by PermittedHolders, of beneficial ownership (as defined in Exchange Act Rule 13d-3) directly or indirectly, ofany securities of the Company or any successor of the Company immediately after which such personor group owns securities representing more than fifty percent (50%) of the total fair market valueor the combined voting power of the Company or any successor of the Company; (b) within any twelve(12) month period, the individuals who were directors of the Company as of July 1, 2005 (the“Incumbent Directors”) ceasing for any reason other than death or disability to constitute at leasta majority of the Board of Directors of the Company, provided that any director who was not adirector as of July 1, 2005 shall be deemed to be an Incumbent Director if such director wasappointed or elected to the Board of Directors of the Company by, or on the recommendation orapproval of, at least a majority of directors who then qualified as Incumbent Directors, providedfurther that any director appointed or elected to the Board of Directors of the Company to avoid orsettle a threatened or actual proxy contest shall in no event be deemed to be an IncumbentDirector; (c) approval by the stockholders of the Company of any merger, consolidation orreorganization involving the Company, unless either (A) the stockholders of the Company immediatelybefore such merger, consolidation or reorganization own, directly or indirectly immediatelyfollowing such merger, consolidation or reorganization, at least fifty percent (50%) of thecombined voting power of the company(ies) resulting from such merger, consolidation orreorganization in substantially the same proportion as their ownership immediately before suchmerger, consolidation or reorganization, or (B) the stockholders of the Company immediately aftersuch merger, consolidation or reorganization include Permitted Holders; (d) approval by thestockholders of the Company of a transfer of fifty percent (50%) or more of the assets of theCompany, unless the person to which such transfer is made is either (A) a Subsidiary of theCompany, (B) wholly owned by all of the stockholders of the Company, or (C) wholly owned byPermitted Holders; or (e) approval by the stockholders of the Company of a complete liquidation ordissolution of the Company.     8.5 Governing Law.          This Plan shall be construed, governed and administered in accordance with the laws of theState of Delaware, except where pre-empted by federal law.     8.6 Receipt or Release.          Any payment to a Participant or the Participant’s Beneficiary in accordance with theprovisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims againstthe Committee and the Company. The Committee may require such Participant or Beneficiary, as acondition precedent to such payment, to execute a receipt and release to such effect.     8.7 Payments on Behalf of Persons Under Incapacity.          In the event that any amount becomes payable under the Plan to a person who, in the solejudgment of the Committee, is considered by reason of physical or mental condition to be unable togive a valid receipt therefore, the Committee may direct that such payment be made to any personfound by the Committee, in its sole judgment, to have assumed the care of such person. Any paymentmade pursuant to such determination shall constitute a full release and discharge of the Committeeand the Company.     8.8 Limitation of Rights and Employment Relationship          Neither the establishment of the Plan and Trust nor any modification thereof, nor the creatingof any fund or account, nor the payment of any benefits shall be construed as giving to anyParticipant, or Beneficiary or other person any legal or equitable right against the Company or thetrustee of the Trust except as provided in the Plan and Trust; and in no event shall the terms ofemployment of any Employee or Participant be modified or in any way be affected by the provisionsof the Plan and Trust.     8.9 Headings.          Headings and subheadings in this Plan are inserted for convenience of reference only and arenot to be considered in the construction of the provisions hereof.     8.10 Section 409A of the Code.          To the extent that such requirements are applicable, the Plan is intended to comply with therequirements of Section 409A of the Code and shall be interpreted and administered in accordancewith that intent. If any provision of the Plan would otherwise conflictwith or frustrate this intent, that provision will be interpreted and deemed amended so as to avoidthe conflict. The nature of any such amendment shall be determined by the Committee.
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**EXHIBIT A**     Effective July 1, 2005, employees with job titles of Senior Director, Practice Manager orabove shall be eligible to participate in the Plan.
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