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    SonicWALL,
Inc.

     

    DEFERRED
COMPENSATION PLAN

    



    
      
         


      

      
         


        
        

      

      
         


      

    


    TABLE
OF CONTENTS



      
        	 
      	 
      	 
      	
                Page

              
	
                ARTICLE I TITLE AND DEFINITIONS

              	
                1

              
	 
      	
                1.1

              	
                Definitions

              	
                1

              
	 
      	 
      	 
      	 
      
	
                ARTICLE II
      PARTICIPATION

              	
                6

              
	 
      	
                2.1

              	
                Participation
      Date 

              	
                6

              
	 
      	
                2.2

              	
                Resumption
      of Participation Following Return to Service

              	
                6

              
	 
      	
                2.3

              	
                Change
      in Employment Status

              	
                6

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      III DEFERRAL ELECTIONS

              	
                6

              
	 
      	
                3.1

              	
                Elections
      to Defer Compensation

              	
                6

              
	 
      	
                3.2

              	
                Investment
      Elections

              	
                8

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      IV DEFERRAL ACCOUNTS AND TRUST FUNDING

              	
                9

              
	 
      	
                4.1

              	
                Deferral
      Accounts

              	
                9

              
	 
      	
                4.2

              	
                Trust
      Funding

              	
                9

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      V VESTING

              	
                10

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      VI DISTRIBUTIONS

              	
                10

              
	 
      	
                6.1

              	
                Certain
      Distributions to Participants and Beneficiaries

              	
                10

              
	 
      	
                6.2

              	
                Small
      Account Lump-Sum Distribution

              	
                11

              
	 
      	
                6.3

              	
                Subsequent
      Election to Delay or Change Form of Payment

              	
                12

              
	 
      	
                6.4

              	
                Distribution
      Timing

              	
                12

              
	 
      	
                6.5

              	
                Installment
      Amounts

              	
                12

              
	 
      	
                6.6

              	
                Unforeseeable
      Emergency Distributions

              	
                12

              
	 
      	
                6.7

              	
                Scheduled
      In-Service Distribution

              	
                13

              
	 
      	
                6.8

              	
                Death

              	
                13

              
	 
      	
                6.9

              	
                Notice
      to Trustee

              	
                14

              
	 
      	
                6.10

              	
                Time
      of Distribution

              	
                14

              
	 
      	
                6.11

              	
                Limitation
      on Distributions to Covered Employees Prior to a Change of
      Control

              	
                14

              
	 
      	
                6.12

              	
                Domestic
      Relations Order Distributions

              	
                14

              
	 
      	
                6.13

              	
                Conflicts
      of Interest and Ethics Rules Distributions

              	
                14

              
	 
      	
                6.14

              	
                FICA
      and Related Income Tax Distribution

              	
                14

              
	 
      	
                6.15

              	
                State,
      Local and Foreign Tax Distribution

              	
                15

              
	 
      	
                6.16

              	
                Code
      Section 409A Distribution

              	
                15

              
	 
      	
                6.17

              	
                Tax
      Withholding

              	
                15

              
	 
      	
                6.18

              	
                Inability
      to Locate Participant

              	
                15

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      VII CHANGE OF CONTROL

              	
                15

              
	 
      	
                7.1

              	
                No
      New Participants Following Change of Control

              	
                15

              
	 
      	
                7.2

              	
                Discretionary
      Termination and Accelerated Plan Distributions 30 Days Prior to or Within
      12 Months Following a Change in Control

              	
                15

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      VIII TERMINATION DUE TO CORPORATE DISSOLUTION OR PURSUANT TO BANKRUPTCY
      COURT APPROVAL

              	
                15

              


      



      
        
           


        

        
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                Page

              
	 
      	
                8.1

              	
                Corporate
      Dissolution

              	
                15

              
	 
      	
                8.2

              	
                Bankruptcy
      Court Approval

              	
                16

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      IX ADMINISTRATION

              	
                16

              
	 
      	
                9.1

              	
                Committee

              	
                16

              
	 
      	
                9.2

              	
                Committee
      Action

              	
                16

              
	 
      	
                9.3

              	
                Powers
      and Duties of the Committee

              	
                16

              
	 
      	
                9.4

              	
                Construction
      and Interpretation

              	
                17

              
	 
      	
                9.5

              	
                Information

              	
                17

              
	 
      	
                9.6

              	
                Compensation,
      Expenses and Indemnity

              	
                17

              
	 
      	
                9.7

              	
                Quarterly
      Statements

              	
                18

              
	 
      	
                9.8

              	
                Claims
      Procedure

              	
                18

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      X MISCELLANEOUS

              	
                22

              
	 
      	
                10.1

              	
                Unsecured
      General Creditor

              	
                22

              
	 
      	
                10.2

              	
                Restriction
      Against Assignment

              	
                22

              
	 
      	
                10.3

              	
                Withholding

              	
                22

              
	 
      	
                10.5

              	
                Amendment,
      Modification, Suspension or Termination

              	
                22

              
	 
      	
                10.5

              	
                Governing
      Law

              	
                23

              
	 
      	
                10.6

              	
                Receipt
      or Release

              	
                23

              
	 
      	
                10.7

              	
                Payments
      on Behalf of Persons Under Incapacity

              	
                23

              
	 
      	
                10.8

              	
                Limitation
      of Rights and Employment Relationship

              	
                23

              
	 
      	
                10.9

              	
                Headings

              	
                23

              
	 
      	
                10.10

              	
                Entire
      Agreement

              	
                23

              


      


      
        
           


        

        
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    SonicWALL

    DEFERRED
COMPENSATION PLAN

     

    WHEREAS,
the Company has established this Deferred Compensation Plan for a select group
of management or highly compensated employees; and

     

    WHEREAS,
this Deferred Compensation Plan, as amended and restated, is intended to comply
with Section 409A of the Internal Revenue Code;

     

    NOW,
THEREFORE, as of August 8, 2008, this Plan is hereby amended and restated 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
letter capitalized, they shall have the meanings specified below.

     

    (a) “Account”
or “Accounts” shall mean all of such accounts as are specifically authorized for
inclusion in this Plan.

     

    (b) “Bankruptcy
Court Approval” means the approval of a bankruptcy court pursuant to 11 U.S.C. §
503(b)(1)(A).

     

    (c) “Base
Salary” shall mean a Participant’s annual base salary, excluding bonus,
commissions, incentive and all other remuneration for services rendered to
Company and prior to reduction for any salary contributions to a plan
established pursuant to Section 125 of the Code or qualified pursuant to Section
401(k) of the Code.

     

    (d) “Beneficiary”
or “Beneficiaries” shall mean the person or persons, including a trustee,
personal representative or other fiduciary, last designated in writing by a
Participant in accordance with procedures established by the Committee to
receive the benefits specified hereunder in the event of the Participant’s
death.  No beneficiary designation shall become effective until it is
filed with the Committee.  Any designation shall be revocable at any
time through a written instrument filed by the Participant with the Committee
with or without the consent of the previous Beneficiary.  No
designation of a Beneficiary other than the Participant’s spouse shall be valid
unless consented to in writing by such spouse.  If there is no such
designa­tion or if there is no surviving 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
preceding sentence, the duly appointed and currently acting personal
representative of the Participant’s estate (which shall include either the
Participant’s probate estate or living trust) shall be the
Beneficiary.  In any case where there is no such personal
representative of the Participant’s estate duly appointed and acting in that
capacity within 90 days after the Participant’s death (or such extended period
as the Committee determines is reasonably necessary to allow such personal
representative to be appointed, but not to exceed 180 days after the
Participant’s death), then Beneficiary shall mean the person or persons who


    
      
        
        

      

      
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can
verify by affidavit or court order to the satisfaction of the Committee that
they are legally entitled to receive the benefits specified
hereunder.  In the event any amount is payable under the Plan to a
minor, payment shall not be made to the minor, but instead be paid (a) to that
person’s living parent(s) to act as custodian, (b) if that person’s parents 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 hold the funds for the minor under the Uniform
Transfers or Gifts to Minors Act in effect in the jurisdiction in which the
minor resides.  If no parent is living and the Committee decides not
to select another custodian to hold the funds for the minor, then payment shall
be made to the duly appointed and currently acting guardian of the estate for
the minor or, if no guardian of the estate for the minor is duly appointed and
currently acting within 60 days after the date the amount becomes payable,
payment shall be deposited with the court having jurisdiction over the estate of
the minor.  Payment by Company pursuant to any unrevoked Beneficiary
designation, or to the Participant’s estate if no such designation exists, of
all benefits owed hereunder shall terminate any and all liability of
Company.

    

     

    (e) “Board of
Directors” or “Board” shall mean the Board of Directors of Company or, in the
case of a delegation from the Board, the Compensation Committee of the board of
Directors of the Company.

     

    (f) “Bonuses”
shall mean the bonuses earned as of the last day of the Plan Year, provided a
Participant is in the employ of the Company on the last day of the Plan
Year.

     

    (g) “Change
of Control” shall mean a change in ownership or effective control of the
Company or in the ownership of a substantial portion of the Company’s assets, as
defined under Code Section 409A.

     

    (h) “Code”
shall mean the Internal Revenue Code of 1986, as amended.

     

    (i) “Code
Section 409A” shall mean Code Section 409A and the final Treasury regulations
and other official guidance promulgated thereunder.

     

    (j) “Code
Section 409A Distribution” shall mean a distribution pursuant to Section 6.16
hereof.

     

    (k) “Commission”
shall mean sales commission draws and any “sales commission compensation”
as such term is defined in Treasury Regulation §1.409A-2(a)(12)(i).

     

    (l) “Committee”
shall mean the Committee appointed by the Board to administer the Plan in
accordance with Article VII.

     

    (m) “Company”
shall mean SonicWALL.

     

    (n) “Compensation”
shall be (i) for employee Participants, Base Salary, Bonus, Commissions, and
(ii) for Outside Director Participants, Directors’ meeting fees and
retainers.  Compensation does not include any severance payments or
benefits.

    
      
        
        

      

      
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    (o) “Corporate
Dissolution” shall mean a dissolution of the Company that is taxed under Code
Section 331.

     

    (p) “Deferral
Account” shall mean the bookkeeping account maintained by the Committee for each
Participant that is credited with amounts equal to (1) the portion of the
Participant’s Compensation that he or she elects to defer, and (2) earnings and
losses pursuant to Section 4.1.

     

    (q) “Disability”
shall mean the Participant (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months, or (ii) is, by reason of
any medically determinable physical or mental impairment which can be expected
to last for a continuous period of not less than twelve (12) months, receiving
income replacement benefits for a period of not less than three (3) months under
an accident and health plan covering Company employees.

     

    (r) “Distributable
Amount” shall mean the balance in the Participant’s Deferral
Account.

     

    (s) “Domestic
Relations Order” shall mean a court order that qualifies as a domestic relations
order under Code Section 414(p)(1)(B).

     

    (t) “Effective
Date” shall mean, for Employee Participants, June 21, 2004, and for Outside
Director Participants, July 1, 2004.

     

    (u) “Eligible
Service Provider” shall mean (i) a group identified by the Committee as highly
compensated employees, and (ii) Outside Directors.

     

    (v) “Entry
Date” shall mean (i) January 1, which is also the Entry Date for employees
who are promoted, transferred or given a base salary increase so as to become an
Eligible Service Provider (whether for the first time or for the second or more
time) and for re-hires who were previously Eligible Service Providers, (ii) for
new employees who are Eligible Service Providers (including re-hires who were
not previously Eligible Service Providers), the first day of the next payroll
period commencing after the next paydate following receipt of their deferral
election by the Company; provided, however, that such new employee’s deferral
election must be submitted no later than 30 days following their becoming newly
eligible on the first day of the month following their start date, or (iii) for
Outside Directors who are Eligible Service Providers for the first time, the
first day of the next Company fiscal quarter following their becoming an Outside
Director; provided, however, that such new Outside Director’s deferral election
must be submitted no later than 30 days following their becoming a newly
eligible Outside Director.

     

    (w) “FICA
Amount” shall mean the aggregate Federal Insurance Contributions Act (FICA) tax
imposed on any Account under Code Sections 3101, 3121(a) and 3121(v)(2), as
applicable and any corresponding tax withholding provisions of applicable state,
local or foreign tax laws as a result of the payment of the FICA
amount.

    
      
        
        

      

      
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    (x) “Fund” or
“Funds” shall mean one or more of the investment funds selected by the Committee
pursuant to Section 3.2(b).

     

    (y) “Initial
Election Period” shall mean  (i) for newly
hired Eligible Service Providers who are eligible for the first time, the thirty
(30) day period measured from the date upon which the Eligible Service Provider
becomes eligible to participate in the Plan and any other non-qualified deferred
compensation plans required to be aggregated with the Plan under Code Section
409A, which eligibility date is the first day of the month following their start
date; and (ii) for all other Eligible Service Providers (including Eligible
Service Providers who formerly were Eligible Service Providers), no later than
the due date for the irrevocable enrollment forms during the annual open
enrollment period of each year (the “Annual Open Enrollment Period”) held prior
to the beginning of the Plan Year for which the election is
effective.  Elections shall remain in effect for successive Plan years
unless modified or revoked (with respect to future Plan Years only) in a
subsequent Annual Open Enrollment Period.

     

    (z) “Interest
Rate” shall mean, for each Fund, an amount equal to the net gain or loss on the
assets of such Fund during each month.

     

    (aa) “Outside
Director” shall mean a member of the Board whom is not a Company
employee.

     

    (bb) “Participant”
shall mean any Eligible Service Provider who becomes a Participant in this Plan
in accordance with Article II and maintains an account balance.

     

    (cc) “Payment
Date” shall mean (i) in the case of a Participant who has elected a Scheduled
Withdrawal Date, a payment commencing on or about February 15 of the year(s)
elected (but not in any other calendar year); or (ii) for any other Participant,
on or about the month following the Participant’s Separation From Service (but
always in the same year as the Separation From Service, except if the Separation
From Service is in December, in which case the Payment Date shall mean a payment
commencing on or about January 15 of the following year (and shall be paid
within such following year).  The amount distributed will be based on the
valuation of the Account as determined on the last business day of the prior
month.

     

    (dd) “Plan”
shall be this SonicWALL Deferred Compensation Plan.

     

    (ee) “Plan
Year” shall mean January 1 to December 31; provided, however that the first Plan
Year shall be a short plan year from the Effective Date to December 31,
2004.

     

    (ff) “Retirement”
means the Participant’s Separation From Service at age 55 or later following at
least five Years of Service.

     

    (gg) “Scheduled
Withdrawal Date” shall mean the distribution date elected by the Participant for
an in-service withdrawal of amounts from such Accounts deferred in a given Plan
Year, and earnings and losses attributable thereto, as set forth on the election
form for such Plan Year.

     

    (hh) “Separation
From Service” shall mean a separation from service as defined under Code Section
409A.  For this purpose, the employment relationship will be treated


    
      
        
        

      

      
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as
continuing intact while the Participant is on military leave, sick leave or
other bona fide leave of absence, except that if the period of such leave
exceeds six (6) months and the Participant does not retain a right to
re-employment under an applicable statute or by contract, then the employment
relationship will be deemed to have terminated on the first day immediately
following such six-month period.  A leave of absence constitutes a
bona fide leave of absence only if there is a reasonable expectation that the
Participant will return to perform services for the Company.

    

     

    (ii) “Specified
Employee” shall mean a Participant who, as of the date of his or her Separation
from Service, is a key employee of the Company.  For this purpose, a
Participant is a key employee if he or she meets the requirements of Code
section 416(i)(1)(A)(i), (ii) or (iii) (disregarding Code section
416(i)(5)).  As of 2008, this generally includes (i) the top fifty
(50) Company officers with compensation greater than $150,000 per year, (ii) a
5% owner of the Company, or (iii) a 1% owner of the Company with compensation
greater than $150,000 per year.  For purposes of the preceding
sentence, “compensation” means compensation as such term is defined in the
401(k) Plan for Code section 415 purposes.  The determination of who
is a Specified Employee shall be made on December 31 of each year and shall
include any employee who qualified as a Specified Employee at any time during
the preceding twelve-month period.  Once so determined, the list of
Specified Employees shall be initially effective on the following April 1 and
shall remain effective for twelve months (i.e., through March 31 of the
following year).

     

    (jj) “Trust”
shall mean the Company Deferred Compensation Plan Trust.

     

    (kk) “Trustee”
shall mean the trustee of the Trust.

     

    (ll) “Unforeseeable
Emergency” shall mean (a) a severe financial hardship to a Participant resulting
from an illness or accident of the Participant or his or her spouse, Plan I
beneficiary or dependent (as defined in section 152 of the Code, but without
regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof), (b) loss of the
Participant’s property due to casualty (including the need to rebuild a home
following damage to a home not otherwise covered by insurance, for example, not
as a result of a natural disaster), or (c) other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.

     

    (mm) “Year of
Service” shall mean a period of 12 consecutive months during which the
Participant is employed by the Employer or serves as a Board
member.  Service commences on the date the Participant first commences
service for the Employer and ends on the date that the Participant quits,
retires, is discharged, is determined to be Totally Disabled or
dies.

    
      
        
        

      

      
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    ARTICLE II             


     

    PARTICIPATION

     

    2.1 Participation
Date.  An
Eligible Service Provider shall become a Participant in the Plan by completing
such requirements as are designated by the Company, including but not limited
to:

     

    (a) Timely
electing to defer a portion of his or her Compensation in accordance with
Section 3.1,

     

    (b) Completing
an investment election form as set forth in Section 3.2, and

     

    (c) Filing a
life insurance application form, if applicable.

     

    An
Eligible Service Provider who completes the requirements of the preceding
sentence shall commence participation in this Plan as of the next applicable
Entry Date.

     

    2.2 Resumption of Participation
Following Return to Service. 
If a Participant ceases to be an Eligible Service Provider and thereafter
becomes an Eligible Service Provider again, he or she will again become a
Participant as of the Entry Date following the date on which he or she again
became an Eligible Service Provider, provided he or she satisfies the
requirements set forth in Section 2.1.  Any scheduled Plan payments
the Participant has been receiving shall continue to be paid as previously
scheduled.

     

    2.3 Change in Employment
Status. 
If any employee Participant continues in the employ of the Employer but ceases
to be an Eligible Service Provider, the individual shall continue to be a
Participant until the entire amount of his benefit is distributed; provided,
however, the individual shall not be entitled to make Compensation deferrals
during the period that he is not an Eligible Service Provider.  In the
event that the individual subsequently again becomes an Eligible Service
Provider, the individual may resume full participation on the next January 1
Entry Date in accordance with Section 3.1.

     

     

    ARTICLE III


     

    DEFERRAL
ELECTIONS

     

    3.1 Elections to Defer
Compensation.

     

    (a) Annual Open
Enrollment.  Prior to the beginning of each Plan Year, each
Eligible Service Provider (including newly eligible Eligible Service Providers
who were formerly Eligible Service Providers) may elect to execute a
compensation reduction agreement with the Employer to reduce his or her
Compensation by a specified percentage not exceeding, (i) for Eligible
Employees, 80% of their Base Salary and 100% of their other Compensation, and
(ii) for Outside Directors, 100% of their Compensation.  Such
agreement shall become irrevocable as of the last day of the calendar year in
which it is made and shall be effective, with respect to Eligible Employees,
with the first payday in the following Plan Year and with respect 

    
      
        
        

      

      
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to
Outside Directors, with the first day of service in the following Plan
Year.  Except with respect to payroll periods that cross-over from one
calendar year to the next, the election shall not be effective with respect to
Compensation relating to services already performed.  With respect to
Compensation that qualifies as a Commission, the services relating to such
Compensation shall be deemed performed in the year in which the customer pays
the Company.  An election once made will remain in effect for paydays
falling in the duration of the Plan Year.  After the beginning of a
Plan Year, a Participant will not be permitted to change, terminate or revoke
his or her Compensation Deferral election for such Plan Year, except to the
limited extent provided for in Sections 6.6 (relating to the automatic
cessation of deferrals for the remainder of the Plan Year in the event of an
Unforeseeable Emergency distribution) and 7.2 (providing for the automatic
cessation of deferrals on and after a Change of
Control).   Amounts credited to a Participant’s Account prior to
the effective date of any new election will not be affected and will be paid in
accordance with that prior election.

    

     

    (b) Newly Eligible Service
Providers.  The same rules as in Section 3.1(a) above shall
also apply to individuals who become Eligible Service Providers for the first
time, except (i) such new Eligible Service Providers shall have no more than
thirty (30) days following their becoming eligible for the first time under the
Plan or any other non-qualified deferred compensation plans of the Employer
required to be aggregated with the Plan in which to elect to have their
Compensation reduced, and (ii) the agreement shall become effective, with
respect to Eligible Employees, with the first full payroll period commencing
following the receipt of their election by the Company and with respect to
Outside Directors, with the first day of service following the receipt of their
election by the Company.  Newly eligible Outside Directors may not,
however, defer quarterly fees payable on account of the Company’s fiscal quarter
in which the election is made.

     

    (c) Commissions and Bonuses
Payable in a Subsequent Year.  If Commissions or Bonuses are
earned in one calendar year and would normally be paid in the first quarter of
the ensuing calendar year, they shall be deferred and distributed based upon the
election made by the Eligible Service Provider in the open enrollment period in
the year prior to the year in which they was earned.  For newly
Eligible Service Providers, any such Commissions and Bonuses shall be deferred
and distributed based upon their initial election made with respect to the year
in which it was earned (or the year in which it was paid to the Company, with
respect to Commissions); provided, however, that such election may apply to no
more than the total amount of such Compensation multiplied by the ratio of the
number of days remaining in the applicable performance period after such
election becomes irrevocable over the total number of days in the applicable
performance period.

     

    EXAMPLE: In the December, 2007 open
enrollment period, an Eligible Service Provider elects to defer 75% of her
annual bonus for 2008.  The 2008 annual bonus is normally paid in
March, 2009.  The deferral and distribution of her 2008 annual bonus
otherwise payable in March 2009 are controlled by her election made in the 2007
open enrollment period.

     

    (d) Year-End Cross-Over Payroll
Periods.  Paydays relating to periods of service that
cross-over the calendar year end shall be covered by the Participant’s deferral


    
      
        
        

      

      
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election
in effect for the later year, consistently with the default rules under Treasury
Regulation §1.409A-2(a)(13).

    

     

    (e) Limitation on Deferral
Changes.  The dollar amount of any Plan deferrals shall not be
reduced or increased during any Plan Year by virtue of any Participant election
to increase, decrease or terminate his or her rate of deferral in any other
employee benefit plan, including the Company’s employee stock purchase plan;
except as permitted by Code Section 409A with respect to changes in deferral
elections under the Company’s 401(k) Plan and Code section 125 flexible benefits
plan (or as otherwise permitted under Code Section 409A).

     

    (f) General
Rules.  Employee Participant deferrals shall be reduced by the
amount(s), if any, which may be necessary to satisfy all applicable income and
employment tax withholding and FICA contributions;

     

    (g) 401(K) Plan
Deferrals.  Any deferral elections made under the Company’s
401(k) Plan shall be determined based on the employee Participant’s
compensation after reduction for the Deferral Amounts made pursuant to the
Plan.

     

    3.2 Investment
Elections.

     

    (a) At the
time of making the deferral elections described in Section 3.1, the Participant
shall designate, on a form provided by the Committee, the types of investment
funds in which the Participant’s Account will be deemed to be invested for
purposes of determining the amount of earnings to be credited to that
Account.  In making the designation pursuant to this Section 3.2, the
Participant may specify that all or any multiple of his or her Account be deemed
to be invested, in whole percentage increments, in one or more of the types of
investment funds provided under the Plan as communicated from time to time by
the Committee.  On a form provided by the Committee, a participant may
change each of the investment allocations while employed or after
termination.  Changes made by the 25th day of
any month will be effective the first business day of the month following
receipt of the change.  If a Participant fails to elect a type of fund
under this Section 3.2, he or she shall be deemed to have elected the Money
Market type of investment fund.

     

    (b) 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 the Participant pursuant to Section 3.2(a) above to be the
Funds.  The Interest Rate of each such commercially available
investment fund shall be used to determine the amount of earnings or losses to
be credited to Participant’s Account under Article IV.

     

    (c) Special 2005
Elections.

     

    (i) In
accordance with Internal Revenue Service Notice 2005-1, Q&A-21, Participants
may make a deferral election with respect to 2005 Compensation that has not been
paid or become payable at the time of election, and superseding their prior
election, if any, with respect to such Compensation, on or before March 15,
2005, or such earlier time as is determined by the Committee (or its designee)
in its sole discretion.

    
      
        
        

      

      
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    (ii) In
accordance with Internal Revenue Service Notice 2005-1 and the proposed Treasury
regulations promulgated under Code Section 409A, and notwithstanding any
contrary provision of the Plan, a Participant may elect to rescind or reduce his
or her 2005 Compensation deferral election made under Section 3.1 by filing a
form specified by the Committee (or its designee) with the Committee (or its
designee) no later than December 31, 2005, or such earlier time as is determined
by the Administrator (or its designee), in its sole discretion.  The
amount subject to such election shall be distributed to the Participant in a
single lump sum payment of cash (or its equivalent) in calendar year 2005 or, if
later, the Participant’s taxable year in which the amount becomes earned and
vested.

     

     

    ARTICLE IV

     

    DEFERRAL ACCOUNTS AND TRUST
FUNDING

     

    4.1 Deferral
Accounts.  The
Committee shall establish and maintain a Deferral Account for each Participant
under the Plan.  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 the Participant pursuant to
Section 3.2(a).  A Participant’s Deferral Account shall be credited as
follows:

     

    (a) On the
third business day after amounts are withheld and deferred from a Participant’s
Compensation, the Committee shall credit the investment fund subaccounts of the
Participant’s Deferral Account with an amount equal to Compensation deferred by
the Participant in accordance with the Participant’s election under Section
3.2(a); that is, the portion of the Participant’s deferred Compensation that the
Participant has elected to be deemed to be invested in a certain type of
investment fund shall be credited to the investment fund subaccount
corresponding to that investment fund;

     

    (b) Each
business day, each investment fund subaccount of a Participant’s Deferral
Account shall be credited with earnings or losses in an amount equal to that
determined by multiplying the balance credited to such investment fund
subaccount as of the prior day plus contributions credited that day to the
investment fund subaccount by the Interest Rate for the corresponding fund
selected by the Company pursuant to Section 3.2(b).

     

    (c) In the
event that a Participant elects for a given Plan Year’s deferral of Compensation
to have a different time and/or method of distribution than in a prior Plan
Year, all amounts attributed to the deferral of Compensation for such Plan Year
shall be accounted for in a manner which allows separate accounting for the
deferral of Compensation and investment gains and losses associated with such
Plan Year’s deferral of Compensation.

     

    4.2 Trust
Funding.  The
Company has created a Trust with First American
Trust.  The Company shall cause the Trust to be funded each
year.  The Company shall contribute to the Trust an amount equal to
the amount deferred by each Participant.

     

    Although
the principal of the Trust and any earnings thereon shall be held separate and
apart from other funds of Company and shall be used exclusively for the uses and
purposes of Plan Participants and Beneficiaries as set forth therein, neither
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their
Beneficiaries shall have any preferred claim on, or any beneficial ownership in,
any assets of the Trust prior to the time such assets are paid to the
Participants or Beneficiaries as benefits and all rights created under this Plan
shall be unsecured contractual rights of Plan Participants and Beneficiaries
against the Company.  Any assets held in the Trust will be subject to
the claims of Company’s general creditors under federal and state law in the
event of insolvency as defined in Section 3.1 of the Trust.

    

     

    The
assets of the Plan and Trust shall never inure to the benefit of the Company and
the same shall be held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for deferring reasonable expenses of
administering the Plan and Trust.

     

     

    ARTICLE V

     

    VESTING

     

    A
Participant shall be 100% vested in his or her Deferral Account.

     

     

    ARTICLE VI

     

    DISTRIBUTIONS

     

    6.1 Certain Distributions to
Participants and Beneficiaries

     

    (a) Earliest
Distributions.

     

    (i) Regular
Participants.  Except as permitted by the Plan and Code Section
409A in connection with a Change of Control Event, a Corporate Dissolution,
pursuant to a Bankruptcy Court Approval, a conflicts of interest or ethics rule
distribution under Section 6.13, a FICA and related income tax distribution
under Section 6.14, a state, local or foreign tax distribution under Section
6.15, or a Code Section 409A Distribution, in no event may the account of a
Participant who is not a Specified Employee be distributed earlier than (i) the
Participant’s Separation From Service, (ii) the Participant’s Disability, (iii)
the Participant’s death, or (iv) a specified time under Section 6.7 hereunder,
(v) a Change in Control, (vi) the occurrence of an Unforeseeable Emergency, or
(vii) as required to satisfy a Domestic Relations Order.

     

    (ii) Specified Employee
Participants.  Except as permitted by the Plan and Code Section
409A in connection with a Change of Control Event, a Corporate Dissolution,
pursuant to a Bankruptcy Court Approval, a conflicts of interest or ethics rules
distribution under Section 6.13, a FICA and related income tax distribution
under Section 6.14, a state, local or foreign tax distribution under Section
6.15, or a Code Section 409A Distribution, in no event may a Specified
Employee’s account be distributed earlier than (i) six (6) months following the
Specified Employee’s Separation From Service (or if earlier, the Specified
Employee’s death), (ii) the Specified Employee’s Disability, (iii) the
Specified Employee’s death, (iv) a specified time under Section 6.7 hereunder,
(v) a Change in Control, (vi) the occurrence of an Unforeseeable Emergency, or
(vii) as required to satisfy a Domestic Relations Order.  In the event
a Specified Employee’s Plan distributions are delayed due to the six-month delay


    
      
        
        

      

      
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requirement,
the amounts otherwise payable to the Specified Employee during such period of
delay shall be paid on a date that is at least six months and one day following
Separation From Service, but no later than the end of the calendar year in which
such six month and one day period ends (or, if earlier, within 60 days following
the death of the Specified Employee).  The Participant’s other
scheduled distributions, if any, shall not be affected by the period of
delay.

    

     

    (b) Lump-Sum or Installment
Payment Initial Elections Upon Separation From Service.  At the
same time their initial elections for any Plan Year are made, Participants shall
elect to have their Compensation deferrals for that Plan Year paid out following
their Separation From Service in one of the following forms of
payment:

     

    (1) Lump sum
cash payment; or

     

    (2) Two to
five substantially equal annual installments; or

     

    (3) Only upon
a Separation From Service due to a Participant’s Retirement or Disability, two
to fifteen substantially equal annual installments.

    In no
event shall any Plan payments be made later than December 31 of the fifteenth
year following the year in which the Participant had a Separation From Service
pursuant to Retirement or Disability or later than December 31 of the fifth year
following the year in which the Participant had a Separation From Service for
any other reason.  Any payments scheduled to be made later shall
instead be paid out in the fifteenth year (for Retirement or Disability) or
fifth year (for other Separations From Service) following the year in which the
Participant had a Separation From Service.

     

    (c) Other Plan
Payments.  All Plan payments not specified in Section 6.1(b),
except for certain scheduled in-service withdrawals as specified in Section 6.7,
shall be made in the form of a lump-sum payment.

     

    (d) Installment Payments Treated
as Single Payments.  All installment payments under the Plan
are considered a single payment for purposes of complying with Code Section
409A.

     

    
      (e) 2008 Special
Election. Notwithstanding the foregoing, a Participant may change a
previous election with respect to one or more of the 2005, 2006, 2007 or 2008
Plan Years, provided that the deferred amounts with respect to any such Plan
Year is not scheduled to be distributed in whole or in part prior to January 1,
2009, and further provided that such new election cannot provide for a
distribution in whole or in part in calendar year 2008. Such election shall be
made in the manner and at the time determined by the Committee, but in no event
may such election be made after December 7, 2008.

       

    

    6.2 Small Account Lump-Sum
Distribution. 
If, on the date of a Participant’s Separation From Service, their Plan
Account is less than $25,000, then their Account shall be distributed in a
lump-sum in the month following such Participant’s Separation From Service (but
in the same calendar year as such Separation From Service), or, if the
Participant is a Specified Employee, on the date that is six months and one day
following such Participant’s Separation From Service (or, if earlier, within 60
days following the death of the Specified Employee).

    
      
        
        

      

      
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    6.3 Subsequent Election to Delay
or Change Form of Payment.

     

    (a) A
Participant’s initial election to receive a distribution may be delayed or the
form of payment changed by filing an election, in the form required by the
Committee, at least one year in advance of the date upon which any distribution
would otherwise have been made pursuant to the prior election.  Such
election shall not be effective for a period of one year, and must delay the
initial payment by a period of at least five years, but may not result in any
payment being made more than then five years following the year in which a
Separation From Service occurs other than pursuant to a Participant’s Retirement
or Disability or more than fifteen years following the year in which a
Separation From Service occurs pursuant to a Retirement or
Disability.  With respect to scheduled in-service distributions under
Section 6.7, any such election may not result in annual installment payments
being made over more than a five year period.  In the absence of such
timely filed election, the value of such Participant’s Account shall be
distributed in accordance with their previously timely filed Account
election.

     

    (b) Because
Plan installment payments are considered a single payment for purposes of Code
Section 409A, a subsequent election may accelerate the method of
distribution.  For example, if a Participant initially elected to
receive Retirement or Disability payments in five annual installments following
her Separation From Service, she could make a timely election to instead take a
lump-sum distribution five years following her Separation From
Service.  Moreover, a subsequent election may change a lump-sum
distribution to an installment election, so long as, in either case, the initial
payment is delayed for a period of at least five (5) years, the election is not
effective for one (1) year and is made at least one (1) year in advance of the
date upon which the first distribution would have otherwise been
made.

     

    (c) Because
installment payments are treated as a single payment, any subsequent election
must apply to all of the installment payments.  For example, if a
Participant initially elected to receive Retirement or Disability payments in
five annual installments following her Separation From Service, the Participant
may not elect to defer the 1st, 2d,
3rd
and 5th
installments only, but must also defer the 4th
installment.

     

    6.4 Distribution
Timing.  Installment
distributions shall commence, and lump-sum distributions shall be made on the
Payment Date, or, for Specified Employees (or their estates or beneficiaries),
if later, at least six months and one day after the date upon which they incur a
Separation From Service, but no later than the end of the calendar year in which
such six month and one day period ends or, if earlier, upon their
death.  Subsequent installment payments, if any shall be made on or
about each anniversary of the Payment Date, but always in the same calendar year
as the anniversary of the Payment Date.

     

    6.5 Installment
Amounts.  For
purposes of this Section 6, installment payments shall be determined by
dividing the value of the Participant’s Account at the time of such installment
by the number of payments remaining.

     

    6.6 Unforeseeable Emergency
Distributions.  With the
consent of the Committee, a Participant may withdraw up to one hundred percent
(100%) of his or her Account as may be required to meet a sudden Unforeseeable
Emergency of the Participant.  Such distribution may only be made if
the amounts distributed with respect to an Unforeseeable Emergency may not


    
      
        
        

      

      
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exceed
the amounts necessary to satisfy such emergency plus amounts necessary to pay
taxes reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
Participant’s assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship).  A Participant who receives
an Unforeseeable Emergency distribution shall not be eligible to make Plan
deferrals until the following Plan Year.

    

     

    6.7 Scheduled In-Service
Distribution.  A Participant
may elect, as provided in his or her Participant deferral election, to receive
one or more scheduled in-service (i.e., commencing while employed by the
Company, or, for outside director Participants, while serving as a Board member)
distributions relating to the Plan Year to which the deferral election
relates.  Such in-service distributions may only be scheduled for
years at least two full calendar years following the end of the calendar year to
which the deferrals relate.  Participants may elect to receive in-service
distributions of deferrals in a lump-sum or in annual installments
of  from two to five years.

     

    EXAMPLE: In the December, 2008 open
enrollment period, an Eligible Participant elects to receive an in-service
distribution of 50% of her 2009 plan deferrals, plus earnings and losses
thereon, in 2012.  This includes an annual bonus payable in 2010 but
earned in 2009.  Because the scheduled in-service distribution is at
least two full calendar years following the end of 2009 (the end of the year to
which the deferrals relate), the election is permissible.

     

    Each
scheduled in-service distribution may only be postponed in accordance with
Section 6.3 hereof.  In the event a Participant incurs a Separation
From Service prior to receiving the first scheduled payment, then the scheduled
in-service distribution election shall be without further force and effect and
the applicable Separation From Service distribution provisions of the Plan and
the Participant’s deferral election shall control.  Similarly, in the
event a Participant incurs a Separation From Service after receiving the first
scheduled in-service distribution payment, and if the Separation From Service is
not pursuant to Retirement or Disability, then any scheduled future installments
of the in-service distribution election shall be without further force and
effect and the applicable Separation From Service distribution provisions of the
Plan and the Participant’s deferral election shall control.  If,
however, a Participant incurs a Separation From Service after receiving their
first scheduled in-service distribution payment, then the scheduled in-service
distributions will be made according to their schedule and will take precedence
over the Participant’s other deferral elections; provided, however, that the
first scheduled payment following the Separation From Service for a Specified
Employee shall be paid on a date that is at least six months and one day
following Separation From Service, but no later than the end of the calendar
year in which such six month and one day period ends (or, if earlier, upon the
death of the Specified Employee).

     

    6.8 Death. 
If a Participant dies prior to undergoing a Separation From Service, his or her
designated Beneficiary or Beneficiaries will receive the balance of his or her
Account in a lump-sum in accordance with Section 6.4.  Distribution to
the Beneficiary or Beneficiaries will be made as soon as administratively
practical in the month following the Committee’s receipt of satisfactory proof
of the Participant’s death.  A Participant may designate a Beneficiary
or Beneficiaries, or change any prior designation of Beneficiary or
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the
Committee on a form designated by the Committee (spousal consent to such change
may be required on the form designated by the Committee).  If more
than one person is designated as the Beneficiary, their respective interests
shall be as indicated on the designation form.  If upon the death of
the Participant there is, in the opinion of the Committee, no designated
Beneficiary for part or all of the Participant’s Account, the amount as to which
there is no designated Beneficiary will be paid to his or her surviving spouse
or, if none, to his or her estate (such spouse or estate shall be deemed to be
the Beneficiary for purposes of the Plan) as soon as is
practicable.

    

     

    6.9 Notice to
Trustee. 
The Committee will notify the Trustee in writing whenever any Participant or
Beneficiary is entitled to receive benefits under the Plan.  The
Committee’s notice shall indicate the form, amount and frequency of benefits
that such Participant or Beneficiary shall receive.

     

    6.10 Time of
Distribution. 
In no event will distribution to a Participant be made later than the date
specified by the Participant in his or her election to defer Compensation;
provided, however, that if a Participant is a Specified Employee, his or her
election shall be subject to the six (6) month distribution delay requirements
of the Plan and Code Section 409A.

     

    6.11 Limitation on Distributions
to Covered Employees Prior to a Change of Control. 
Notwithstanding any other provision of this Article VI, in the event that, prior
to a Change of Control, the Participant is a “covered employee” as that term is
defined in Section 162(m)(3) of the Code, or would be a covered employee if
his or her Account were distributed in accordance with his or her election, and
the Committee reasonably anticipates that Participant’s scheduled Plan
distributions would cause the Employer to forego an income tax deduction with
respect to such distribution by virtue of Code Section 162(m), then such
Participant’s distributions shall be delayed until the earlier of (i) the
earliest date at which the Committee reasonably anticipates that the Employer’s
deduction related to the distribution will not be limited by virtue of Code
Section 162(m), or (ii) the calendar year in which the Participant undergoes a
Separation From Service, subject to complying with any six (6) month
distribution delay requirements of this Plan and Code Section 409A.

     

    6.12 Domestic Relations Order
Distributions. 
The Committee, in its sole discretion, may accelerate a payment (or payments)
make such payments to an individual other than the Participant as necessary to
comply with the terms of a Domestic Relations Order.

     

    6.13 Conflicts of Interest and
Ethics Rules Distributions. 
The Committee, in its sole discretion, may accelerate a payment (or payments) as
necessary (i) for any U.S. federal officer or employee in the executive branch
of the U.S. federal government to comply with an ethics agreement with the U.S.
federal government, or (ii) to avoid violating a U.S. federal, state, local or
foreign ethics law or conflicts of interest law, as specified under Code Section
409A.

     

    6.14 FICA and Related Income Tax
Distribution. 
The Committee, in its sole discretion, may permit a distribution from a
Participant’s Account sufficient to pay any FICA Amounts due upon the vesting of
any Company contribution as well as to satisfy the income tax withholding
requirements with respect to the FICA Amount and income tax payments under this


    
      
        
        

      

      
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Section
6.14.  In no event may the total payment under this Section 6.14
exceed the aggregate of the FICA Amount and the related income tax withholding.


    

     

    6.15 State, Local and Foreign Tax
Distribution. 
The Committee, in its sole discretion, may permit a distribution from a
Participant’s Account sufficient to pay any state, local or foreign tax
obligations arising from participation in the Plan that apply to an amount
deferred under the Plan prior to the scheduled distribution of such
amount.  In the event the Committee exercises such discretion, the
Committee may also permit a distribution sufficient to pay related income tax
withholding in accordance with Code Section 409A.  In no event may the
total payment under this Section 6.15 exceed the aggregate amount of such taxes
due.

     

    6.16 Code Section 409A
Distribution. 
In the event that the Plan fails to satisfy the requirements of Code Section
409A, then the Committee, in its sole discretion, may permit a distribution from
a Participant’s Account up to the maximum amount required to be included in
income as a result of the failure to comply with Code Section 409A.

     

    6.17 Tax
Withholding. 
Payments under this Article VI shall be subject to all applicable withholding
requirements for state and federal income taxes and to any other federal, state
or local taxes that may be applicable to such payments.

     

    6.18 Inability to Locate
Participant.  In
the event that the Committee is unable to locate a Participant or Beneficiary
within two years following the required Payment Date, the entire amount
allocated to the Participant’s Deferral Account shall be
forfeited.  If, after such forfeiture, the Participant or Beneficiary
later claims such benefit, such benefit shall be reinstated without interest or
earnings.

     

     

    ARTICLE VII

     

    CHANGE OF
CONTROL

     

    7.1 No New Participants
Following Change of Control. 
No individual may commence participation in the Plan following a Change of
Control.

     

    7.2 Discretionary Termination
and Accelerated Plan Distributions 30 Days Prior to or Within 12 Months
Following a Change in Control. 
Notwithstanding any other Plan provisions, the Board, in its sole discretion,
may terminate the Plan and accelerate all scheduled Plan distributions within 30
days prior to or 12 months following a Change in Control by means of an
irrevocable election; provided that such termination and distribution
acceleration complies with the requirements of Code Section 409A.

     

     

    ARTICLE VIII

     

    TERMINATION DUE TO CORPORATE
DISSOLUTION OR PURSUANT TO BANKRUPTCY COURT APPROVAL

     

    8.1 Corporate
Dissolution. 
The Board, in its sole discretion, may terminate the Plan and accelerate all
scheduled Plan distributions within 12 months following a Corporate


    
      
        
        

      

      
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Dissolution;
provided that such termination and distribution acceleration complies with the
requirements of Code Section 409A.

    

     

    8.2 Bankruptcy Court
Approval. 
The Administrator, in its sole discretion, may terminate the Plan and accelerate
all scheduled Plan distributions pursuant to Bankruptcy Court Approval; provided
that such termination and distribution acceleration complies with the
requirements of Code Section 409A.

     

     

    ARTICLE IX

     

    ADMINISTRATION

     

    9.1 Committee.  A
Committee shall be appointed by, and serve at the pleasure of, the Compensation
Committee of the Board.  The
number of members comprising the Committee shall be determined by the
Compensation Committee of the Board, which may from time to time vary the number
of members.  A member of the Committee may resign by delivering a
written notice of resignation to the Compensation Committee of the
Board.  The Board may remove any member by delivering a certified copy
of its resolution of removal to such member.  Vacancies in the
membership of the Committee shall be filled promptly by the Compensation
Committee of the Board.  Following a Change of Control, however, the
Board’s authority regarding the Committee shall automatically be transferred to
the Committee, so that thereafter, only the Committee may take any actions
affecting the Committee, including determining the number of members of the
Committee, removing Committee members and appointing new members.

     

    9.2 Committee
Action.  The
Committee shall act at meetings by affirmative vote of a majority of the members
of the Committee.  Any action permitted to be taken at a meeting may
be taken without a meeting if, prior to such action, a written consent to the
action is signed by all members of the Committee and such written consent is
filed with the minutes of the proceedings of the Committee.  A member
of the Committee shall not vote or act upon any matter which relates solely to
himself or herself as a Participant.  The Chairman or any other member
or members of the Committee designated by the Chairman may execute any
certificate or other written direction on behalf of the Committee.

     

    9.3 Powers and Duties of the
Committee.

     

    (a) The
Committee, on behalf of the Participants and their Beneficiaries, shall enforce
the Plan 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 of limitation, the
following:

     

    (1) To select
the Funds in accordance with Section 3.2(b) hereof;

     

    (2) The
discretionary authority to construe and interpret the terms and provisions of
this Plan;

     

    (3) To
compute and certify to the amount and kind of benefits payable to Participants
and their Beneficiaries;

    
      
        
        

      

      
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    (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 all
reports and statements to Participants, Beneficiaries or governmental agencies
as shall be required by law;

     

    (6) To make
and publish such rules for the regulation of the Plan and procedures for the
administration 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
powers and duties in connection with the administration of the Plan as the
Committee may from time to time prescribe; and

     

    (8) To take
all actions necessary for the administration of the Plan.

     

    9.4 Construction and
Interpretation.  The
Committee shall have full discretion to construe and interpret the terms and
provisions of this 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 shall administer such terms
and provisions in a uniform and nondiscriminatory manner and in full accordance
with any and all laws applicable to the Plan.

     

    9.5 Information.  To
enable the Committee to perform its functions, the Company shall supply full and
timely information to the Committee on all matters relating to the Compensation
of all Participants, their death or other events which cause termination of
their participation in this Plan, and such other pertinent facts as the
Committee may require.

     

    9.6 Compensation, Expenses and
Indemnity.

     

    (a) The
members of the Committee shall serve without compensation for their services
hereunder.

     

    (b) Expenses
and fees associated 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 hold
harmless the Committee and each member thereof, the Board of Directors and any
delegate of the Committee 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 discharge in good faith of
responsibilities under or incident to the Plan, other than expenses and
liabilities arising out of willful misconduct.  This indemnity shall
not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement
or otherwise, as such indemnities are permitted under state law.

    
      
        
        

      

      
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    9.7 Quarterly
Statements.  Under
procedures established by the Committee, a Participant shall receive a statement
with respect to such Participant’s Accounts no less frequently than on a
quarterly basis.

    disputes.

     

    9.8 Claims
Procedure.  If
a Participant or Beneficiary (a “Claimant”) asserts a right to a benefit under
the Plan which has not been received, the Claimant must file a written claim for
such benefit with the Committee.  All other claims must be made in
writing and filed with the Committee within one hundred eighty (180) days of the
date on which the event that caused the claim to arise occurred.  Any
claim must state with particularity the determination desired by the
Claimant.  The claims and review procedure set forth in this Section
9.8 will be administered in accordance with ERISA Section 503.  Any
written notice that is required to be given to the Claimant may, at the option
of the Committee and in accordance with applicable guidance issued under ERISA
Section 503, be provided electronically.

     

    (a) Non-Disability
Claims.

     

    (i) Notification of
Decision.  The Committee will consider a Claimant’s claim
(other than a claim for benefits due to a Disability) (a “Non-Disability Claim”)
within a reasonable time, but no later than ninety (90) days after its receipt
of the claim, unless the Committee determines that special circumstances require
an extension of time for processing the claim, in which case written notice of
the extension will be furnished to the Claimant before the termination of the
initial ninety (90) day period.  In no event will such extension
exceed a period of ninety (90) days from the end of the initial ninety (90) day
period.  The extension notice will indicate the special circumstances
requiring the extension of time and the date by which the Committee expects to
render its decision on the Non-Disability Claim.  The Committee will
notify the Claimant in writing:

     

    (1) that the
Claimant’s requested determination has been made, and that the Non-Disability
Claim has been allowed in full; or

     

    (2) that the
Committee has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, which notice will set forth:

     

    (A) the
specific reason(s) for the denial of the Non-Disability Claim;

     

    (B) specific
reference(s) to pertinent provisions of the Plan upon which the denial was
based;

     

    (C) a
description of any additional material or information necessary for the Claimant
to perfect the claim, and an explanation of why such material or information is
necessary;

     

    (D) an
explanation of the Plan’s claims review procedure and the time limits applicable
to such procedure; and

    
      
        
        

      

      
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    (E) a
statement of the Claimant’s right to bring a civil action under ERISA Section
502(a) following an adverse benefit determination on review (as set forth in
Section 9.8(a)(iii). 

     

    (ii) On or
before sixty (60) days after receiving a notice from the Committee that the
Claimant’s Non-Disability Claim has been denied, in whole or in part, the
Claimant (or the Claimant’s duly authorized representative) may file with the
Committee a written request for a review of the denial of the
claim.  The Claimant (or the Claimant’s duly authorized
representative):

     

    (1) may, upon
request and free of charge, have reasonable access to, and copies of, all
documents, records and other information relevant (as defined in ERISA) to the
Non-Disability Claim;

     

    (2) may
submit written comments or other documents to the Committee; and/or

     

    (3) may
request a hearing, which the Committee, in its sole discretion, may
grant.

     

    (iii) Decision on Review of the
Non-Disability Claim.  The
Committee will render its decision on review promptly, but not later than sixty
(60) days after the Committee receives the Claimant’s timely written request for
a review of the denial of the Non-Disability Claim.  If the Committee
determines that special circumstances require an extension of time for reviewing
the Non-Disability Claim, written notice of the extension will be furnished to
the Claimant before the termination of the initial sixty (60) day
period.  In no event will such extension exceed a period of sixty (60)
days from the end of the initial sixty (60) day period.  The extension
notice will indicate the special circumstances requiring the extension of time
and the date by which the Committee expects to render its decision on
review.  In rendering its decision, the Committee will take into
account all comments, documents, records and other information submitted by the
Claimant (if any) relating to the Non-Disability Claim, without regard to
whether such information was submitted or considered in the initial Claim
determination.  If the Committee wholly or partly denies the
Non-Disability Claim on review, the Committee will provide written notice to the
Claimant which will set forth:

     

    (1) the
specific reasons for the denial of the claim;

     

    (2)  the
specific reference(s) to the pertinent Plan provisions upon which the denial was
based;

     

    (3)  a
statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of, all documents, records and other
information relevant (as defined in ERISA) to his or her claim for benefits;
and

     

    (4) a
statement of the Claimant’s right to bring a civil action under ERISA Section
502(a).

     

    (b) Disability
Claims.

    
      
        
        

      

      
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    (i) Notification of
Decision.  The Committee will consider a Claimant’s claim for
benefits due to a Disability (a “Disability Claim”) within a reasonable time,
but no later than forty-five (45) days after its receipt of the Claim, unless
the Committee determines that special circumstances require an extension of time
to process the Claim, in which case written notice of the extension will be
furnished to the Claimant before the termination of the initial forty-five (45)
day period.  In no event will such extension exceed a period of thirty
(30) days from the end of the initial forty-five (45) day
period.  However, if the Committee determines that special
circumstances require an additional extension of time to process the Disability
Claim, the Committee will notify the Claimant in writing before the end of the
initial thirty (30) day extension period.  In no event will such
additional extension exceed a period of thirty (30) days from the end of the
initial thirty (30) day extension period.  The extension notice will
indicate the special circumstances requiring the extension of time and the date
by which the Committee expects to render its decision on the Disability
Claim.  The extension notice also will explain the standards on which
the entitlement to a benefit is based, the unresolved issues that prevent a
decision on the Disability Claim and the additional information needed to
resolve those issues, and notice that the Claimant will be afforded at least
forty-five (45) days within which to provide the specified
information.  The Committee will notify the Claimant in
writing:

     

    (1) that the
Claimant’s requested determination has been made, and that the Disability Claim
has been allowed in full; or

     

    (2) that the
Committee has reached a conclusion contrary, in whole or in part, to the
Claimant’s requested determination, which notice will set forth:

     

    (A) the
specific reason(s) for the denial of the Claim;

     

    (B) specific
reference(s) to pertinent provisions of the Plan upon which the denial was
based;

     

    (C) a
description of any additional material or information necessary for the Claimant
to perfect the Claim, and an explanation of why such material or information is
necessary;

     

    (D) an
explanation of the Plan’s Claims review procedure and the time limits applicable
to such procedure;

     

    (E) a copy of
any internal rule, guideline, protocol or other similar criteria relied on in
denying the Claim or a statement that such rule, guideline, protocol or other
similar criteria was relied on in denying the Claim and that a copy of it will
be provided without charge upon request; and

     

    (F) a
statement of the Claimant’s right to bring a civil action under ERISA Section
502(a) following an adverse benefit determination on review (as set forth in
Section 9.8(b)(iii)).

     

    (ii) Review of a Denied
Disability Claim.  On
or before one hundred eighty (180) days after receiving a notice from the
Committee that the Claimant’s Disability Claim has been denied, in whole or in
part, a Claimant (or the Claimant’s duly authorized 

    
      
        
        

      

      
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representative)
may file with the Committee a written request for a review of the denial of the
Claim.  The Claimant (or the Claimant’s duly authorized
representative):

    

     

    (1) may, upon
request and free of charge, have reasonable access to, and copies of, all
documents, records and other information relevant (as defined in ERISA) to the
Disability Claim;

     

    (2) may
submit written comments or other documents to the Committee; and/or

     

    (3) may
request a hearing, which the Committee, in its sole discretion, may
grant.

     

    (iii) Decision on Review of the
Disability Claim.  The
Committee will render its decision on review promptly, but not later than
forty-five (45) days after the Committee receives the Claimant’s timely written
request for a review of the denial of the Disability Claim, unless the Committee
determines that special circumstances require an extension of time for
processing the Claim, in which case written notice of the extension will be
furnished to the Claimant before the termination of the initial forty-five (45)
day period.  In no event will such extension exceed a period of
forty-five (45) days from the end of the initial forty-five (45) day
period.  The extension notice will indicate the special circumstances
requiring an extension of time and the date by which the Committee expects to
render its decision on the Disability Claim.  In rendering its
decision, the Committee will take into account all comments, documents, records
and other information submitted by the Claimant (if any) relating to the
Disability Claim, without regard to whether such information was submitted or
considered in the initial Claim determination.  The review of the
denied Disability Claim will not be conducted by the individual who decided the
Claimant’s initial Claim nor the subordinate of such individual.  In
deciding an appeal of any denied Disability Claim that is based in whole or in
part on a medical judgment, the Committee will consult with a health care
professional (who will neither be an individual who was consulted in connection
with the initial Claim denial nor the subordinate of such individual) who has
appropriate training and experience in the field of medicine involved in the
medical judgment.  Any medical or vocational experts whose advice was
obtained on behalf of the Committee in connection with the denial of the
Disability Claim will be identified, regardless of whether the advice was relied
upon in denying the Claim.  If the Committee wholly or partly denies
the Disability Claim on review, the Committee will provide written notice to the
Claimant which will set forth:

     

    (1) the
specific reasons for the denial of the Claim;

     

    (2) specific
reference(s) to the pertinent Plan provisions upon which the denial was
based;

     

    (3) a
statement that the Claimant is entitled to receive, upon request and free of
charge, reasonable access to and copies of, all documents, records and other
information relevant (as defined in ERISA) to the Claimant’s Claim for
benefits;

     

    (4) a copy of
any internal rule, guideline, protocol or other similar criteria relied on in
denying the Claim or a statement that such rule, guideline, protocol or


    
      
        
        

      

      
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other
similar criteria was relied on in denying the Claim and that a copy of it will
be provided without charge upon request; and

    

     

    (5) a
statement of the Claimant’s right to bring a civil action under ERISA Section
502(a).

     

     

    ARTICLE X


     

    MISCELLANEOUS

     

    10.1 Unsecured General
Creditor.  Participants
and their Beneficiaries, heirs, successors, and assigns shall have no legal or
equitable rights, claims, or interest in any specific property or assets of the
Company.  No assets of the Company shall be held in any way as
collateral security for the fulfilling of the obligations of the Company under
this Plan.  Any and all of the Company’s assets shall be, and remain,
the general unpledged, unrestricted assets of the Company.  The
Company’s obligation under the Plan shall be merely that of an unfunded and
unsecured promise of the Company to pay money in the future, and the rights of
the Participants and Beneficiaries shall be no greater than those of unsecured
general creditors.  It is the intention of the Company that this Plan
be unfunded for purposes of the Code and for purposes of Title 1 of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”).

     

    10.2 Restriction Against
Assignment.  The
Company shall pay all amounts payable hereunder only to the person or persons
designated by the Plan and not to any other person or corporation; provided,
however, that a Deferral Account hereunder may be transferred to a Participant’s
former spouse pursuant to Domestic Relations Order.  No part of a
Participant’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 to execution by levy, attachment, or
garnishment or by any other legal or equitable proceeding, nor shall 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 any Participant, Beneficiary or successor in interest
is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer,
commute, assign, pledge, encumber or charge any distribution or payment from the
Plan, voluntarily or involuntarily, the Committee, in its discretion, may cancel
such distribution or payment (or any part thereof) to or for the benefit of such
Participant, Beneficiary or successor in interest in such manner as the
Committee shall direct.

     

    10.3 Withholding.  There
shall be deducted from each payment made under the Plan or any other
Compensation payable to the Participant (or Beneficiary) all taxes which are
required to be with­held by the Company in respect to such payment or this
Plan.  The Company shall have the right to reduce any payment (or
compensation) by the amount of cash sufficient to provide the amount of said
taxes.

     

    10.4 Amendment, Modification,
Suspension or Termination.  The
Committee may amend, modify, suspend or terminate the Plan in whole or in part,
except that no amendment, modification, suspension or termination shall have any
retro­active effect to reduce any amounts allocated to a Participant’s
Accounts.  If the Plan is terminated pursuant to this Section 10.4,
then no further Compensation deferrals may be made under the Plan and the
balances credited to the 

    
      
        
        

      

      
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Accounts
of the affected Participants will be distributed to them at the time and in the
manner set forth in Section 6.

    

     

    10.5 Governing
Law.  This
Plan shall be construed, governed and administered in accordance with the laws
of the State of California , except where pre-empted by federal
law.

     

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

     

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

     

    10.8 Limitation of Rights and
Employment Relationship.  Neither
the establishment of the Plan and Trust nor any modification thereof, nor the
creating of any fund or account, nor the payment of any benefits shall be
construed as giving to any Participant, or Beneficiary or other person any legal
or equitable right against the Company or the trustee of the Trust except as
provided in the Plan and Trust; and in no event shall the terms of employment of
any Employee or Participant be modified or in any way be affected by the
provisions of the Plan and Trust.

     

    10.9 Headings.  Headings
and subheadings in this Plan are inserted for convenience of reference only and
are not to be considered in the construction of the provisions
hereof.

     

    10.10 Entire
Agreement.  This
Plan and any applicable deferral election forms constitute the entire
understanding and agreement with respect to the Plan, and there are no
agreements, understandings, restrictions, representations or warranties among
Participants and the Company other than those as set forth or provided for
therein.

    
 

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