**EXHIBIT
      10(qq)**





**THE
      ALPINE GROUP, INC.**


**DEFERRED
      CASH ACCOUNT PLAN**





ARTICLE
      I




PURPOSE




The
      purpose of the Plan is to provide a select group of management and highly
      compensated employees of the Employer, and designated consultants to the
      Employer, with the opportunity to (i) defer the receipt of all or a portion
      of
      such employee’s Salary, (ii) defer the receipt of all or a portion of such
      employee’s Bonus, and (iii) defer the receipt of all or a portion of such
      individual’s Designated Compensation, in each case in accordance with the terms
      and conditions set forth herein.




ARTICLE
      II




DEFINITIONS




For
      purposes of the Plan, the following terms shall have the following
      meanings:




2.1 **"Affiliate"** shall
      mean any entity which would be considered a single employer with the Company
      under Section 414(b) or 414(c) of the Code.




2.2 **"Beneficiary"** shall
      mean the individual designated by the Participant, on a form acceptable by
      the
      Committee, to receive benefits payable under the Plan in the event of the
      Participant's death. If no Beneficiary is designated, the Participant's
      Beneficiary shall be the Participant’s spouse, or if the Participant is not
      married at the time of the Participant’s death, the Participant's estate. Upon
      the acceptance by the Committee of a new Beneficiary designation, all
      Beneficiary designations previously filed shall be canceled. The Committee
      shall
      be entitled to rely on the last Beneficiary designation filed by the Participant
      and accepted by the Committee prior to the Participant’s death.




2.3 **"Board"** shall
      mean the Board of Directors of the Company.




2.4 **"Bonus"** shall
      mean a Participant's performance bonus or any other bonus (whether or not
      discretionary) paid by the Employer to the Participant in cash and that is
      designated by the Committee as eligible for deferral under the
      Plan.




2.5 **"Cause"** shall
      mean with respect to a Participant's Termination of Service, a Participant's
      fraud, embezzlement or commission of a crime with regard to the Employer or
      its
      assets or a Participant's breach of any noncompetition or nonsolicitation
      provision or breach of confidentiality, to the extent set forth in a written
      agreement between the Participant and the Company. The Committee shall have
      sole
      discretion in determining whether Cause exists, and its determination shall
      be
      final, binding and conclusive.




2.6 **"Change
      in Control"** shall
      have the meaning set forth in Section 11.2.




1




2.7 **"Code"** shall
      mean the Internal Revenue Code of 1986, as amended. Any reference to any section
      of the Code shall also be a reference to any successor provision.




2.8 **"Committee"** shall
      mean the Executive Compensation and Organization Committee of the Board or
      such
      other committee designated by the Board.




2.9 **"Common
      Stock"** shall
      mean common stock, $.10 par value per share, of the Company.




2.10 **"Company"** shall
      mean The Alpine Group, Inc. or any successor corporation by merger,
      consolidation or transfer of assets substantially as a whole.




2.11 **"Consultant"** shall
      mean a natural
      person who is a consultant that provides bona fide services to the Employer
      as
      an independent contractor.




2.12 **"Deferral
      Period"** shall
      mean the period of deferral selected by the Participant pursuant to Section
      4.1(b), as may be extended pursuant to Section 4.1(c).




2.13 **"Deferred
      Bonus"** shall
      mean the Bonus deferred by a Participant under Section 4.1(a)(ii)
      hereof.




2.14 **"Deferred
      Cash Account"** shall
      mean the account to which a Participant's book entry contributions made pursuant
      to Article IV hereof shall be credited.




2.15 **"Deferred
      Designated Compensation"** shall
      mean the amount of compensation other than Salary and Bonus that is paid by
      the
      Employer to the Participant in cash (including compensation for services as
      a
      Consultant) and that is designated by the Committee as eligible for deferral
      under the Plan.




2.16 **"Deferred
      Salary"** shall
      mean the amount of Salary deferred by a Participant under Section 4.1(a)(i)
      hereof




2.17 **"Disability"** shall
      mean the Participant’s becoming “disabled”
      within the meaning of Section 409A(a)(2)(C)(i) or (ii) of the Code .




2.18 **"Earnings"** shall
      mean, for any Plan Year, deemed earnings (or losses) on amounts in the Deferred
      Cash Account computed in accordance with Article VI hereof.




2.19 **"Effective
      Date"** shall
      mean January 1, 2006.




2.20 **"Eligible
      Consultant"** shall
      mean a Consultant who is designated by the Committee, in its sole discretion,
      as
      an Eligible Consultant. Any Eligible Consultant shall continue to be eligible
      to
      participate in the Plan until such Consultant ceases to be an Eligible
      Consultant, whether by reason of such Consultant’s Termination of Service or by
      reason of the Committee's determination in its sole discretion that such
      Consultant should no longer be designated as an Eligible
      Consultant.




2




2.21 **"Eligible
      Employee"** shall
      mean an Employee who is a member of a select group of management or highly
      compensated employees and who is designated by the Committee, in its sole
      discretion, as an Eligible Employee. Any Eligible Employee shall continue to
      be
      eligible to participate in the Plan until such Employee ceases to be an Eligible
      Employee, whether by reason of such Employee’s Termination of Service or by
      reason of the Committee's determination in its sole discretion that such
      Employee should no longer be designated as an Eligible Employee.




2.22 **"Employee"** shall
      mean any person employed by the Employer excluding any "leased employee," as
      defined in Section 414(n) of the Code, any independent contractor or
      agent.




2.23 **"Employer"** shall
      mean the Company and any Affiliate.




2.24 **"ERISA"** shall
      mean the Employee Retirement Income Security Act of 1974, as
      amended.




2.25 **"Exchange
      Act"** shall
      mean the Securities Exchange Act of 1934, as amended.




2.26 **"Participant"** shall
      mean any Eligible Employee or Eligible Consultant who: (i) elects to defer
      such
      person’s Salary, Bonus or Designated Compensation in accordance with the terms
      hereunder; and (ii) has a balance in such person’s Deferred Cash Account under
      the Plan. A Participant shall cease to be permitted to defer Salary, Bonus
      or
      Designated Compensation with regard to a Plan Year if the Participant is not,
      or
      ceases to be, an Eligible Employee or Eligible Consultant with regard to the
      Plan.




2.27 **"Plan"** shall
      mean The Alpine Group, Inc. Deferred Cash Account Plan.




2.28 **“Plan
      Administrator”** means
      such person or persons designated by the Committee to administer claims pursuant
      to Article IX of the Plan.




2.29 **"Plan
      Year"** shall
      mean the calendar year.




2.30 **"Salary"** shall
      mean a Participant's base monthly cash compensation rate for services paid
      by
      the Employer to the Participant. Salary shall not include commissions, bonuses,
      overtime pay, incentive compensation, benefits paid under any qualified plan,
      any group medical, dental or other welfare benefit plan, non-cash compensation,
      fringe benefits (cash and non-cash), reimbursements or other expense allowances
      or any other additional compensation and shall not include amounts reduced
      pursuant to a Participant's salary reduction agreement under Section 125 or
      Section 401(k) of the Code (if any) or a nonqualified elective deferred
      compensation arrangement or any other deductions for premium payments or offsets
      with regard to any health or welfare plan to the extent that in each such case
      the reduction is to base cash compensation.




2.31 **"Salary
      Reduction Agreement"** shall
      mean an agreement signed by the Participant or a form executed by the
      Participant to authorize the Employer to reduce the Participant's Salary, Bonus
      and/or Designated Compensation and credit the amount of such reduction to the
      Plan. A Salary Reduction Agreement shall contain such provisions, consistent
      with the provisions of the Plan, as may be established from time to time by
      the
      Employer or the Committee. A new Salary Reduction Agreement must be made for
      each Plan Year unless otherwise permitted by the Committee.




3




2.32 **"Termination
      of Service"** shall
      mean the “separation from service” (within the meaning of Section 409A of the
      Code and related rules and regulations) of the Participant from the Employer
      for
      any reason whatsoever, including but not limited to death, retirement,
      resignation, Disability, dismissal (with or without Cause) or the cessation
      of
      an entity as an Affiliate. In the event that an Eligible Employee or Eligible
      Consultant becomes (or continues as) a director of the Company upon the
      termination of the Eligible Employee’s employment or termination of the Eligible
      Consultant’s service, as applicable, no Termination of Service shall be deemed
      to occur until such time as such Eligible Employee or Eligible Consultant is
      no
      longer a director of the Company.




ARTICLE
      III




ADMINISTRATION




3.1 **The
      Committee** **.** The Plan
      shall be administered by the Committee.




3.2 **Duties
      of the Committee** **.** The
      Committee (or its delegate) shall have the exclusive right, power and authority
      to administer, apply and interpret the Plan and any other Plan documents and
      to
      decide any questions and settle all controversies and disputes that may arise
      in
      connection with the operation or administration of the Plan. Without limiting
      the generality of the foregoing, the Committee shall have the sole and absolute
      discretionary authority: (i) to take all actions and make all decisions with
      respect to the eligibility for, and the amount of, benefits payable under the
      Plan; (ii) to formulate, interpret and apply rules, regulations and policies
      necessary to administer the Plan in accordance with its terms; (iii) to decide
      questions, including legal or factual questions, relating to the calculation
      and
      payment of benefits under the Plan; (iv) to resolve and/or clarify any
      ambiguities, inconsistencies and omissions arising under the Plan or other
      Plan
      documents; and (v) to process and approve or deny benefit claims and rule on
      any
      benefit exclusions. All determinations made by the Committee (or any delegate)
      with respect to any matter arising under the Plan and any other Plan documents
      including, without limitation, the interpretation and administration of the
      Plan
      shall be final, binding and conclusive on all parties.




3.3 **Advisors** **.** The
      Company, the Board or the Committee may employ such legal counsel, consultants
      and agents as it may deem desirable for the administration of the Plan, and
      the
      Committee may rely upon any advice or opinion received from any such counsel
      or
      consultant and any computation received from any such consultant or agent.
      Expenses incurred for the engagement of such counsel, consultant or agent shall
      be paid by the Company. The Committee may also rely on information, and consider
      recommendations, provided by the Board or the executive officers of the
      Company.




3.4 **Action
      by Majority** **.** Decisions of the Committee shall be made by a majority of its members attending
      a meeting at which a quorum is present (which meeting may be held
      telephonically), or by written action in accordance with applicable
      law.




4




3.5 **Liability
      of Committee Members** **.** No
      member of the Committee and no officer, director or employee of the Employer
      shall be liable for any action or inaction with respect to his or her functions
      under the Plan unless such action or inaction is adjudged to be due to fraud.
      Further, no such person shall be personally liable merely by virtue of any
      instrument executed by him or her or on his or her behalf in connection with
      the
      Plan.




3.6 **Indemnification
      of Committee Members** **.** Each
      Employer shall indemnify, to the full extent permitted by law and its
      Certificate of Incorporation and By-Laws (but only to the extent not covered
      by
      insurance) its officers and directors (and any employee involved in carrying
      out
      the functions of the Employer under the Plan) and each member of the Committee
      against any expenses, including amounts paid in settlement of a liability,
      which
      are reasonably incurred in connection with any legal action to which such person
      is a party by reason of his or her duties or responsibilities with respect
      to
      the Plan (other than as a Participant).




3.7 **Securities
      Law Compliance** **.** The
      Committee shall impose such rules designed to facilitate compliance with Federal
      and state securities laws, including to the extent applicable, the limitations
      of Section 4(2) and Rule 701 under the Securities Act of 1933, as amended,
      and
      shall have the authority to suspend the Plan and take any action necessary,
      including revoking a Participant's deferral elections, prospectively and/or
      retroactively, to ensure that the Plan complies with Federal and state
      securities laws.




ARTICLE
      IV




ELECTIONS




4.1 **Elections** **.**




(a) **Amount
      of Deferral** **.** An
      Eligible Employee or Eligible Consultant may elect on a Salary Reduction
      Agreement to defer the receipt of all or a portion (in whole percentages) of:
      (i) such Eligible Employee’s Salary, subject to a minimum deferral of at least
      ten percent (10%) of such Eligible Employee’s Salary; (ii) such Eligible
      Employee’s Bonus, subject to a minimum deferral of at least fifteen percent
      (15%) of such Eligible Employee’s Bonus; and (iii) such Eligible Employee’s or
      Eligible Consultant’s Designated Compensation. With respect to any discretionary
      Bonus or Designated Compensation, the Committee in its sole discretion may
      automatically defer all or a portion of any discretionary Bonus or Designated
      Compensation of an Eligible Employee or Eligible Consultant without such
      Eligible Employee or Eligible Consultant electing to defer such Bonus or
      Designated Compensation or consenting to such deferral (except that an Eligible
      Employee or Eligible Consultant may be required to select the required length
      of
      the Deferral Period under Section 4.1(b) hereof).




(b) **Length
      of Deferral** **.** An
      Eligible Employee or Eligible Consultant making an election pursuant to Section
      4.1(a) hereof or, if so determined by the Committee, an Eligible Employee or
      Eligible Consultant receiving an automatic deferred Bonus or Designated
      Compensation, shall also elect a Deferral Period of either three (3), five
      (5),
      ten (10) or fifteen (15) years, which Deferral Period shall begin on the January
      1st of the Plan Year for which an election under Section 4.1(a)(i) applies.
      If
      an Eligible Employee or Eligible Consultant makes an election under Section
      4.1(a) but makes no election under Section 4.1(b), then the Deferral Period
      shall be ten (10) years.




5




(c) **Extension
      of Deferral Period** **.** Notwithstanding any election made pursuant to Section 4.1(b) above, a
      Participant may elect to extend any Deferral Period on a form prescribed by
      the
      Committee for either five (5), ten (10) or fifteen (15) additional years,
      provided that any such election (i) may not be effective until twelve (12)
      months following the date the subsequent election is made, (ii) any subsequent
      election must be made at least twelve (12) months prior to the date any payment
      is otherwise scheduled to be made under Section 4.1(b) or any subsequent
      election under Section 4.1(c), and (iii) such payment is delayed at least five
      (5) years following the original payment date under Section 4.1(b) or any
      subsequent election under Section 4.1(c). Each election to extend a Deferral
      Period shall be irrevocable.




4.2 **Timing
      and Manner of Election** **.**




(a) **Method
      of Election for Salary** **.** Any
      election to defer payment of a Participant's Salary shall be made by the
      Participant in writing to the Committee on a Salary Reduction Agreement on
      or
      before the last day of the Plan Year preceding the Plan Year in which the Salary
      is earned. Any such election to defer payment of a Participant's Salary shall
      apply on a pro rata basis with respect to the entire amount of Salary earned
      in
      or for such Plan Year, whenever payable, or on such other basis as may be agreed
      to by the Committee. With respect to a Participant's Salary, any such election
      made by the last day of the preceding Plan Year shall become effective on the
      first day of the following Plan Year. An election with respect to a
      Participant's Salary under this Article IV is irrevocable and is valid only
      for
      the Plan Year commencing immediately following the date of the election or,
      in
      the case of an Employee who first becomes an Eligible Employee during a Plan
      Year, for such Plan Year. If a new election is not made with respect to any
      subsequent Plan Year under Section 4.1(a), Salary earned in such Plan Year
      shall
      not be deferred under the Plan.




(b) **Method
      of Election for Bonus** **.** Any
      election to defer payment of a Participant's Bonus shall be made by the
      Participant in writing to the Committee on a Salary Reduction Agreement on
      or
      before the last day of the Plan Year preceding the start of the fiscal year
      (or
      other applicable period) in which the Bonus is earned (or within any period
      after the beginning of the Plan Year permitted under Section 409A of the Code
      or
      the rules and regulations thereunder). An election with respect to a
      Participant's Bonus under this Article IV is irrevocable and is valid only
      for
      the fiscal year (or other applicable period) of the Company with respect to
      which the election is made. If a new election is not made with respect to any
      subsequent fiscal year (or other applicable period) of the Company under Section
      4.1(a), a Participant's Bonus earned in such fiscal year (or other applicable
      period) shall not be deferred under the Plan.




(c) **Method
      of Election for Designated Compensation** **.** Any
      election to defer payment of a Participant's Designated Compensation shall
      be
      made by the Participant in writing to the Committee on a Salary Reduction
      Agreement on or before the last day of the Plan Year preceding the start of
      the
      Plan Year in which the Designated Compensation is earned (or within any such
      other period permitted by the Committee, including any period after the start
      of
      the Plan Year permitted under Section 409A of the Code or the rules and
      regulations thereunder). An election with respect to a Participant's Designated
      Compensation under this Article IV is irrevocable and is valid for the
      applicable period with respect to which the election is made and, if permitted
      by the Committee, need to be made again for future Plan Years.




6




(d) **Mid-Year
      Participation** **.** An
      individual who first becomes an Eligible Employee or Eligible Consultant after
      the date by which an election would otherwise be required to be made hereunder
      may elect to become a Participant (solely with respect to Salary, Bonus and
      Designated Compensation earned after the Salary Reduction Agreement is executed
      and delivered to the Employer pursuant to the procedures established by the
      Committee) within thirty (30) days after the individual first becomes an
      Eligible Employee or Eligible Consultant, by making an election, in writing,
      on
      a form prescribed by the Committee.




4.3 **Change
      in Status** **.** An
      election made pursuant to Section 4.1 by a Participant who ceases to be an
      Eligible Employee or Eligible Consultant but who does not incur a Termination
      of
      Service shall remain in effect and such Participant shall not be entitled to
      receive a distribution from the Plan solely as a result of such change in
      status.




ARTICLE
      V




ESTABLISHMENT
      OF DEFERRED CASH ACCOUNT




5.1 **Book
      Entry of Deferrals** **.** Deferred
      Salary, Deferred Bonus and Deferred Designated Compensation shall be credited
      as
      a book entry to a Participant's Deferred Cash Account in the name of the
      Participant not later than the date such amount would otherwise be payable
      to
      the Participant.




5.2 **Book
      Entry Earnings** **.** Earnings
      shall be credited to a Participant's Deferred Cash Account in accordance with
      the provisions of Article VI.




5.3 **Vesting** **.** A
      Participant's Deferred Cash Account shall be fully vested at all times,
      including Earnings thereon.




ARTICLE
      VI




ADDITIONS
      TO DEFERRED CASH ACCOUNT




6.1 **Measuring
      Alternative** **.** The
      measuring alternative used for the measurement of Earnings on the amounts in
      a
      Participant's Deferred Cash Account shall be selected by the Committee, unless
      the Committee decides in its sole discretion to allow each Participant to select
      in writing, on a form prescribed by the Committee, from among the various
      measuring alternatives offered by the Committee. In the event that various
      measuring alternatives are made available, each Participant may change the
      selection of the Participant’s measuring alternative as of the beginning of any
      calendar quarter (or at such other times and in such manner as prescribed by
      the
      Committee, in its sole discretion), subject to such notice and other
      administrative procedures as may be established by the Committee. In the event
      that various measuring alternatives are made available and the Participant
      does
      not make any selection, the measuring alternative used for the measurement
      of
      Earnings on the amounts in a Participant’s Deferred Cash Account shall be a
      money market or similar type of investment vehicle selected by the Committee
      in
      its sole discretion (which, in the first instance, will be the UBS Financial
      Services Inc. RMA Money Market Portfolio). Notwithstanding anything herein
      to
      the contrary, in the event that the Company makes a contribution to a grantor
      trust under the Plan, then (x) a Participant can direct that such funds be
      invested in investments in addition to the measuring alternatives offered by
      the
      Committee, and (y) such amounts may be invested in a manner determined by the
      trustee, as directed by the Participant, subject to the trustee’s ultimate
      authority to control the investment of such funds.




7




6.2 **Crediting
      of Earnings** **.** The
      Committee shall credit the Earnings computed under this Article VI to the
      balance in each Participant's Deferred Cash Account as of the last business
      day
      of each calendar quarter, or such other dates as are selected by the Committee,
      in its sole discretion, at a rate equal to the performance of the measuring
      alternative selected by the Committee for the calendar quarter (or such other
      applicable period) or, if the Committee allows each Participant to select from
      among various measuring alternatives or to select investments beyond the
      measuring alternatives, at a rate equal to the performance of the measuring
      alternative or such other investment selected by the Participant for the
      calendar quarter (or such other applicable period) to which such selection
      relates. In no event shall the Company be responsible for losses resulting
      from
      such deemed investments.




6.3 **Rules
      and Procedures** **.** The
      Committee may, in its sole discretion, establish rules and procedures for the
      crediting of Earnings and the election of measuring alternatives pursuant to
      this Article VI.




ARTICLE
      VII




COMMENCEMENT
      OF BENEFITS




7.1 **Time
      and Form of Payment** **.** Except
      as otherwise provided in this Article VII and Article XI, a Participant's
      Deferred Cash Account shall be paid to the Participant (or, in the case of
      the
      Participant's death, the Participant’s Beneficiary) in a lump sum cash payment
      as soon as administratively practicable after the earliest of the following
      to
      occur: (i) a Participant's Termination of Service (subject to six-months’ delay
      as applicable under Section 409A for specified employees); (ii) a Change in
      Control (but in no event later than five (5) days after the date of such Change
      in Control), or (iii) the end of the applicable Deferral Period. A Participant
      shall not be entitled to, and the Employer shall not be obligated to pay to
      such
      Participant, the whole or any part of the amounts deferred under the Plan,
      except as provided in the Plan.




7.2 **Book
      Entry Reductions** **.** The
      Company shall make a book entry to a Participant's Deferred Cash Account to
      reduce such Participant's Deferred Cash Account in the amount of any payment
      from such Participant's Deferred Cash Account.




ARTICLE
      VIII




FORFEITURE




Notwithstanding
      any provision to the contrary hereunder, in the event that a Participant is
      terminated by the Employer for Cause, the Participant's Deferred Cash Account
      excluding any Earnings attributed thereto in respect of the Deferral Period
      shall be paid to the Participant in a lump sum cash payment as soon as
      administratively practicable after such termination.




8




ARTICLE
      IX




CLAIMS
      PROCEDURE




Any
      claim
      by a Participant or Beneficiary ("Claimant") with respect to eligibility,
      participation, contributions, benefits or other aspects of the operation of
      the
      Plan shall be made in writing to the Plan Administrator or such other person
      designated by the Committee from time to time for such purpose. If such Plan
      Administrator believes that the claim should be denied, the Plan Administrator
      shall notify the Claimant in writing of the denial of the claim within ninety
      (90) days after receipt thereof (this period may be extended an additional
      ninety (90) days in special circumstances and, in such event, the Claimant
      shall
      be notified in writing of the extension). Such notice shall (i) set forth the
      specific reason or reasons for the denial making reference to the pertinent
      provisions of the Plan or of Plan documents on which the denial is based; (ii)
      describe any additional material or information necessary to perfect the claim,
      and explain why such material or information, if any, is necessary; and (iii)
      inform the Claimant of the Claimant’s right pursuant to this section to
      request review of the decision.




A
      Claimant may appeal the denial of a claim by submitting a written request for
      review to the Committee, within sixty (60) days after the date on which the
      Plan
      Administrator’s denial is received. Such period may be extended by the Committee
      for good cause shown. The claim will then be reviewed by the Committee. A
      Claimant or the Claimant’s duly authorized representative may discuss any issues
      relevant to the claim, may review pertinent documents and may submit issues
      and
      comments in writing. If the Committee deems it appropriate, it may hold a
      hearing as to a claim. If a hearing is held, the Claimant shall be entitled
      to
      be represented by counsel. The Committee shall decide whether or not to grant
      the claim within sixty (60) days after receipt of the request for review, but
      this period may be extended by the Committee for up to an additional sixty
      (60)
      days in special circumstances. Written notice of any such special circumstances
      shall be sent to the Claimant. Any claim not decided upon in the required time
      period shall be deemed denied. All interpretations, determinations and decisions
      of the Committee with respect to any claim shall be made in its sole discretion
      based on the Plan and other relevant documents and shall be final, conclusive
      and binding on all persons.




The
      Committee may at any time alter the claims procedure set forth above, provided
      that the revised claims procedure complies with ERISA and the regulations issued
      thereunder.




ARTICLE
      X




NON-ALIENATION
      OF BENEFITS




A
      Participant's Deferred Cash Account shall not be subject to alienation,
      transfer, assignment, garnishment, execution or levy of any kind, and any
      attempt to cause any benefits to be so subjected shall not be
      recognized.




9




ARTICLE
      XI




CHANGE
      IN
      CONTROL PROVISIONS




11.1 **Benefits** **.** Upon a
      Change in Control of the Company, each Participant hereunder shall receive
      such
      Participant’s entire Deferred Cash Account, from the Plan in a lump sum cash
      payment, as soon as administratively practicable following such Change in
      Control, but in no event later than five (5) days after the date of such Change
      in Control.




11.2 **Change
      in Control** **.** A
      "Change in Control" shall be deemed to have occurred:




(a) upon
      the
      acquisition by any individual, entity or group (within the meaning of Section
      13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person") of beneficial ownership
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting
      securities of the Company where such acquisition causes such Person to own
      40%
      or more of the combined voting power of the then outstanding voting securities
      of the Company entitled to vote generally in the election of directors (the
      "Outstanding Company Voting Securities"); provided, however, that for purposes
      of this subsection (a), the following acquisitions shall not be deemed to result
      in a Change in Control: (i) any acquisition directly from the Company; (ii)
      any
      acquisition by the Company; (iii) any acquisition by any employee benefit plan
      (or related trust) sponsored or maintained by the Company or any corporation
      controlled by the Company; or (iv) any acquisition by any corporation pursuant
      to a transaction that complies with clauses (i), (ii) and (iii) of subsection
      (c) below; and provided, further, that if any Person's beneficial ownership
      of
      the Outstanding Company Voting Securities reaches or exceeds 40% as a result
      of
      a transaction described in clause (i) or (ii) above, and such Person
      subsequently acquires beneficial ownership of additional voting securities
      of
      the Company, such subsequent acquisition shall be treated as an acquisition
      that
      causes such Person to own 40% or more of the Outstanding Company Voting
      Securities; or




(b) individuals
      who, as of the Effective Date, 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 the Effective
      Date whose election, or nomination for election by the Company's stockholders,
      was approved by a vote of at least a majority of the directors then comprising
      the Incumbent Board shall be considered as though such individual were a member
      of the Incumbent Board, but excluding, for this purpose, any such individual
      whose initial assumption of office occurs as a result of an actual or threatened
      election contest 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; or




10




(c) the
      consummation of a reorganization, merger or consolidation or sale or other
      disposition of all or substantially all of the assets of the Company or the
      acquisition of the assets of another corporation ("Business Combination");
      excluding, however, such a Business Combination pursuant to which (i) all or
      substantially all of the individuals and entities who were the beneficial owners
      of the Outstanding Company Voting Securities immediately prior to such Business
      Combination beneficially own, directly or indirectly, more than 50% of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the corporation
      resulting from such Business Combination (including, without limitation, a
      corporation that as a result of such transaction owns the Company or all or
      substantially all of the Company's assets either directly or indirectly through
      one or more subsidiaries) in substantially the same proportions as their
      ownership, immediately prior to such Business Combination of the Outstanding
      Company Voting Securities; (ii) no Person (excluding any employee benefit plan
      (or related trust) of the Company or such corporation resulting from such
      Business Combination) beneficially owns, directly or indirectly, 40% or more
      of,
      respectively, the then outstanding shares of common stock of the corporation
      resulting from such Business Combination or the combined voting power of the
      then outstanding voting securities of such corporation except to the extent
      that
      such ownership existed prior to the Business Combination; and (iii) at least
      a
      majority of the members of the board of directors of the corporation 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; provided, however, that for purposes
      of
      this subsection (c), the sale or other disposition of all or substantially
      all
      of the assets of any principle subsidiary of the Company shall, in no event,
      in
      and of itself, be deemed a Change in Control.




ARTICLE
      XII




TERMINATION
      OR AMENDMENT OF THE PLAN




Notwithstanding
      any other provision of the Plan, the Board may at any time, and from time to
      time, amend, in whole or in part, any or all of the provisions of the Plan,
      or
      suspend or terminate it entirely; provided, however, that no amendment or
      termination shall reduce or eliminate the then benefit of any Participant or
      Beneficiary. Upon an amendment or suspension, the Company shall not be required
      to distribute a Participant's Deferred Cash Account prior to the end of the
      Deferral Period, but, in no event shall the measuring alternative be reduced
      with respect to amounts in a Participant's Deferred Cash Account. In the event
      of a termination of the Plan, a Participant's Deferred Cash Account shall be
      distributed in a lump sum cash payment, as soon as administratively practicable
      following such termination, provided however that such termination is effected
      in accordance with the applicable terms and conditions of Section 409A of the
      Code and the regulations thereunder.




ARTICLE
      XIII




UNFUNDED
      PLAN




The
      Plan
      shall not be construed to require the Employer to fund any of the benefits
      payable under the Plan or to set aside or earmark any monies or other assets
      specifically for payments under the Plan. The Plan is intended to constitute
      an
      "unfunded" plan for incentive compensation and any amounts payable hereunder
      shall be paid by the Employer out of its general assets. Participants and their
      designated Beneficiaries shall not have any interest in any specific asset
      of
      the Employer as a result of the Plan. Nothing contained in the Plan and no
      action taken pursuant to the provisions of the Plan shall create or be construed
      to create a trust of any kind, or a fiduciary relationship amongst any Employer,
      the Committee, and the Participants, their designated Beneficiaries or any
      other
      person. Any funds which may be invested under the provisions of the Plan shall
      continue for all purposes to be part of the general funds of the applicable
      Employer and no person other than the applicable Employer shall by virtue of
      the
      provisions of the Plan have any interest in such funds. With respect to any
      payments as to which a Participant has a fixed and vested interest but which
      are
      not yet made to a Participant by the applicable Employer, nothing contained
      herein shall give any such Participant any rights that are greater than those
      of
      an unsecured general creditor of the applicable Employer. The Employer may,
      in
      its sole discretion, establish a "rabbi trust" to pay amounts payable hereunder.
      If the Employer decides to establish any advance accrued reserve on its books
      against the future expense of benefits payable hereunder, or if the Employer
      is
      required to fund a trust under the Plan, such reserve or trust shall not under
      any circumstances be deemed to be an asset of the Plan.




11




ARTICLE
      XIV




GENERAL
      PROVISIONS




14.1 **Withholding
      of Taxes** **.** The
      Employer shall have the right to make such provisions as it deems necessary
      or
      appropriate to satisfy any obligations it may have to withhold Federal, state
      or
      local income or other taxes incurred by reason of payments pursuant to the
      Plan.
      In lieu thereof, the Employer shall have the right to withhold the amount of
      such taxes from any other sums due or to become due from the Employer to the
      Participant upon such terms and conditions as the Committee may
      prescribe.




14.2 **Other
      Plans** **.** Nothing
      contained in the Plan shall prevent the Board from adopting other or additional
      compensation arrangements, subject to stockholder approval if such approval
      is
      required; and such arrangements may be either generally applicable or applicable
      only in specific cases.




14.3 **Other
      Benefits** **.** No
      payment under the Plan shall be deemed compensation for purposes of computing
      benefits under any retirement plan of the Employer nor affect any benefits
      under
      any other benefit plan now or subsequently in effect under which the
      availability or amount of benefits is related to the level of
      compensation.




14.4 **No
      Right to Employment or Service** **.** Neither
      the Plan nor the deferral of any amount hereunder shall impose any obligations
      on the Employer to retain any Participant as an Employee or Consultant nor
      shall
      it impose on the part of any Participant any obligation to remain as an Employee
      or Consultant of the Employer.




14.5 **Costs** **.** The
      Company shall bear all expenses included in administering the Plan.




14.6 **Minors
      and Incompetents** .
      In the
      event that the Committee finds that a Participant is unable to care for such
      Participant’s affairs because of illness or accident, then benefits payable
      hereunder, unless claim has been made therefor by a duly appointed guardian,
      committee, or other legal representative, may be paid in such manner as the
      Committee shall determine, and the application thereof shall be a complete
      discharge of all liability for any payments or benefits to which such
      Participant was or would have been otherwise entitled under the Plan. Any
      payments to a minor from the Plan may be paid by the Committee in its sole
      and
      absolute discretion (i) directly to such minor; (ii) to the legal or
      natural guardian of such minor; or (iii) to any other person, whether or
      not appointed guardian of the minor, who shall have the care and custody of
      such
      minor. The receipt by such individual shall be a complete discharge of all
      liability under the Plan therefor.




12




14.7 **Assignment** **.** The Plan
      shall be binding upon and inure to the benefit of the Company, its successors
      and assigns and the Participants and their heirs, executors, administrators
      and
      legal representatives. In the event that the Company sells all or substantially
      all of the assets of its business and the acquiror of such assets assumes the
      obligations hereunder, the Company shall be released from any liability imposed
      herein and shall have no obligation to provide any benefits payable
      hereunder.




14.8 **Top-Hat
      Status** **.** The Plan
      is intended to constitute a "top-hat" pension plan under Sections 201(2) and
      301(a)(3) of ERISA. To the extent necessary to comply with the top-hat
      requirements, the Committee may terminate an Eligible Employee as a Participant
      and may, in its sole discretion, distribute the Participant’s Deferred Cash
      Account.




14.9 **Section
      409A of the Code** .
      This
      Plan is intended to comply with the applicable requirements of Section 409A
      of
      the Code and shall be limited, construed and interpreted in accordance with
      such
      intent. To the extent that any payment or benefit hereunder is subject to
      Section 409A of the Code, it shall be paid in a manner that will comply with
      Section 409A of the Code, including proposed, temporary or final regulations
      or
      any other guidance issued by the Secretary of the Treasury and the Internal
      Revenue Service with respect thereto. Notwithstanding anything herein to the
      contrary, any provision in this Plan that is inconsistent with Section 409A
      of
      the Code shall be deemed to be amended to comply with Section 409A of the Code
      and to the extent such provision cannot be amended to comply therewith, such
      provision shall be null and void.




14.10 **Governing
      Law** **.** Except
      to the extent preempted by ERISA or other Federal law, the Plan shall be
      governed by and construed in accordance with the laws of the State of Delaware
      (regardless of the law that might otherwise govern under applicable Delaware
      principles of conflict of laws).




14.11 **Severability
      of Provisions** **.** If
      any
      provision of the Plan shall be held invalid or unenforceable, such invalidity
      or
      unenforceability shall not affect any other provisions hereof, and the Plan
      shall be construed and enforced as if such provisions had not been
      included.




14.12 **Construction** **.** Wherever
      any words are used in the Plan in the masculine gender they shall be construed
      as though they were also used in the feminine gender in all cases where they
      would so apply, and wherever any words are used herein in the singular form
      they
      shall be construed as though they were also used in the plural form in all
      cases
      where they would so apply.




14.13 **Headings
      and Captions** **.** The
      headings and captions herein are provided for reference and convenience only,
      shall not be considered part of the Plan, and shall not be employed in the
      construction of the Plan.




13