Exhibit 10.8



                                  COVANCE INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN



              (As Amended and Restated Effective February 27, 2003)
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                                  COVANCE INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

              (As Amended and Restated Effective February 27, 2003)



                                    ARTICLE I

                                  INTRODUCTION

In recognition of the services provided to Covance Inc. (the "Company") by
certain of its key executives, the Board of Directors of the Company previously
adopted the Covance Inc. Supplemental Executive Retirement Plan (the "Plan") for
the purpose of providing supplemental retirement income for such key executives.
Pursuant to the power reserved to it under Article VIII of the Plan, the
Committee hereby amends and restates the Plan effective February 27, 2003. The
Plan is to be maintained and operated according to the terms of this document.
The Plan is intended to be a "top-hat" plan within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and, therefore,
not subject to Parts 2, 3, or 4 of Title I, Subtitle B of ERISA.

                                   ARTICLE II

                                   DEFINITIONS

As used herein, the following words and phrases shall have the meanings
described below:

         2.1.     "Accrued Benefit" shall mean the amount of pension benefit
payable as a single life annuity as shall be considered earned at any time by a
Participant in accordance with the provisions of Article IV. Such pension
benefit shall be payable in the form chosen by the Participant pursuant to
Article VII.

         2.2.     "Actuarial Equivalent" shall mean the equivalent actuarial
value of the single life annuity payable to a Participant under Article IV,
determined based upon (i) the annual rate of interest on 30-year Treasury
securities for November of the calendar year prior to the year in which
distributions begin (or, if applicable, the substitute rate published by the
Internal Revenue Service for purposes of determinations under Section 417(e) of
the Code), and (ii) the mortality table prescribed by the Secretary of the
Treasury from time to time pursuant to section 417(e)(3)(A)(ii)(I) of the Code.
Application of such assumptions to the computation of benefits payable under the
Plan shall be made uniformly and consistently with respect to all Participants
under the Plan.

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

         2.4.     "Change In Control" shall mean:

                  (i)      any person (within the meaning of section 13(d) and
14(d)(2) of the Securities Exchange Act of 1934) becomes the beneficial owner,
directly or indirectly, of the Company's securities representing 20% or more of
the combined voting power of the Company's then outstanding securities; or

                  (ii)     as a result of a proxy contests or other forms of
contested shareholder votes (in each case either individually or in the
aggregate), a majority of the individuals elected to serve on the Board are
different then the individuals who served on the Board at any time within the
two years prior to such proxy contests or other forms of contested shareholder
votes (in each case either individually or in the aggregate); or

                  (iii)    the Company's shareholders approve a merger or
consolidation (in which the Company is not the survivor thereof), or sale or
disposition of all or substantially all of the Company's assets or a plan of
partial or complete liquidation; provided, that, in each instance the approved
transaction actually occurs; or
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                  (iv)     an offerer (other than the Company) purchases shares
of the Company's common stock pursuant to a tender or exchange offer for such
shares.

         2.5.     "Claimant" shall mean any person, including a Participant,
making a claim for benefits under Article X of the Plan. In the case of a
Claimant other than the Participant, such person must be making a claim under or
through a Participant.

         2.6.     "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.

         2.7.     "Committee" shall mean the Benefits Administration Committee
appointed from time to time by the Compensation and Organization Committee of
the Board.

         2.8.     "Constructive Termination" shall mean:

                  (i)      a material breach by the Company of its obligations
under this Plan, including, without limitation, a reduction in a Participant's
current salary or the percentage of base salary eligible for incentive
compensation;

                  (ii)     a diminution of a Participant's responsibilities,
status, title or duties; or

                  (iii)    a relocation of a Participant's work place which
increases the distance between his principal residence and his work place by
more than 25 miles.

         2.9.     "Company" shall mean Covance Inc., a Delaware corporation and
any successor thereto.

         2.10.    "Disability" or "Disabled" shall mean a physical or mental
impairment (or being subject to such impairment) that qualifies a Participant
for benefits payable under the Company's long-term disability plan under which
the Participant is covered.

         2.11.    "Final Average Earnings" shall mean the average of the sum of
the Participant's monthly Plan Compensation during the sixty (60) consecutive
calendar months (or the total number of months if less than sixty) within the
one hundred twenty (120) months (or the total number of months if less than 120)
immediately preceding the Participant's termination of employment with the
Company (or onset of Disability, as applicable), in which his Plan Compensation
was the highest.

         2.12.    "Participant" shall mean an individual who has been designated
as a Participant in this Plan under Section 3.1. In the event of the death or
incompetency of a Participant, the term shall mean his personal representative
or guardian.

         2.13.    "Plan" shall mean the Covance Inc. Supplemental Executive
Retirement Plan set forth in this document and as amended from time to time.

         2.14.    "Plan Compensation" shall mean the base salary paid to a
Participant by the Company (including salary reductions which are deferred under
section 401(k), 125 or 132(f)(4) of the Code or pursuant to a non-qualified
deferred compensation plan sponsored or maintained by the Company), plus annual
bonuses.

         2.15.    "Plan Year" shall mean the calendar year.

         2.16.    "Year of Participation" shall mean each full 12 consecutive
months of employment with the Company or any of its subsidiaries completed by a
Participant from and after the date such individual becomes a Participant;
provided, however, that in the case of an individual who became a Participant on
or before January 1, 1997, a "Year of Participation" shall also include each
period of service with the Company or any of its subsidiaries or Corning
Incorporated or any of its subsidiaries or affiliates in each case on or prior
to January 1, 1997, to the extent such service was included under the terms of
the supplemental retirement plans sponsored or maintained by the Company, its
subsdiaries, Corning Incorporated or any of its subsidiaries or affiliates, as
applicable.

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                                   ARTICLE III

                                  PARTICIPATION

         3.1.     Eligibility to Participate. Any employee of the Company or any
of its subsidiaries designated by the Committee shall be eligible to participate
in this Plan. The Committee may delegate the authority to designate eligible
employees to the Company's Chief Executive Officer. Plan Participants shall be
limited to a select group of management and highly compensated employees of the
Company and its subsidiaries.

         3.2.     Commencement of Participation. Each individual who has
satisfied the requirements of Section 3.1 shall commence participation in the
Plan upon designation by the Committee or its delegate as a Participant in the
Plan.

                                   ARTICLE IV

                           AMOUNT OF PENSION BENEFITS

         4.1.     Normal Retirement Benefits. (a) A Participant who terminates
employment on or after the completion of 20 Years of Participation shall have an
Accrued Benefit equal to 40% of his Final Average Earnings payable on the
attainment of age 60. Notwithstanding the foregoing, an individual who commenced
participation in the Plan on January 1, 1997 will be entitled to an Accrued
Benefit equal to 40% of his Final Average Earnings payable on the attainment of
age 60 upon completion of 15 Years of Participation.

                  (b)      A vested Participant who terminates employment prior
to the completion of 20 Years of Participation (or 15 Years of Participation, if
applicable) shall have his Accrued Benefit reduced by multiplying the Accrued
Benefit by a fraction, the numerator of which is the Participant's actual Years
of Participation and the denominator of which is 20 (or 15 Years of
Participation, if applicable).

                  (c)      A Participant who becomes Disabled shall immediately
begin to receive his Accrued Benefit under the Plan

                  (d)      A Participant's Accrued Benefit determined under this
Section shall be adjusted in accordance with Section 4.2 or Section 4.3 if his
Accrued Benefit becomes payable at other than his attainment of age 60.

         4.2.     Early Retirement. A Participant who has been credited with
five Years of Participation and has attained age 55 but not age 60 may, with
Committee approval, elect to retire before becoming eligible for normal
retirement benefits. The Accrued Benefit of a Participant who elects early
retirement pursuant to this Section 4.2, shall be: (i) subject to reduction in
accordance with Section 4.1(b), if applicable, and (ii) shall be further reduced
by 5% for each full year payment of benefits occurs prior to the Participant's
attainment of age 60.

         4.3.     Late Retirement. A Participant who elects to retire and
commence benefit payments after age 60 will be entitled to an increase in his
Accrued Benefit of 5% for each full year benefit payments are delayed beyond age
60. A Participant's Accrued Benefit will not be increased for benefit payments
that commence after age 65.

         4.4.     Lump Sum Distribution Following a Change In Control. Upon a
Participant's termination of employment by the Company or Constructive
Termination during the three-year period following a Change In Control, after
being credited with at least 5 Years of Participation (including Years of
Participation credited under Section 7.4), subject to participant election, a
Participant will receive a lump sum payment of the Actuarial Equivalent of his
Accrued Benefit. In addition, such Participant shall receive the Gross Up
Payment described in Section 7.4 hereof, if applicable and not already paid.

         4.5.     Crediting of Years of Participation. Years of Participation
for purposes of determining the amount of a Participant's Accrued Benefit and
vesting shall be determined in accordance with Section 2.16 of this Plan. In
addition, a Participant may be granted, at the discretion of the Committee,
credit for Years of Participation with a previous employer for the purposes of
determining his Accrued Benefit and vesting. The Committee shall credit such
service in writing at the time of the Participant's commencement of
participation in the Plan and shall have the authority to require a reduction

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or offset of the Participant's Accrued Benefit under this Plan by the amount of
any retirement benefit provided to the Participant under the plan or plans of
the previous employer for which prior service credit is given.

                                    ARTICLE V

                                     VESTING

         5.1.     Vesting of Benefits. A Participant shall become 100% vested in
his Accrued Benefit upon being credited with five Years of Participation. In
addition, a Participant shall become 100% vested upon his Disability or death
while still employed by the Company or its subsidiaries. A Participant whose
employment with the Company and all of its subsidiaries terminates prior to the
completion of five Years of Participation shall forfeit his entire Accrued
Benefit.

         5.2.     Special Vesting Rules. For purposes of vesting of Accrued
Benefit under Section 5.1, (but not for purpose of determining amount of Accrued
Benefit), any Participant holding the offices of President or Chief Executive
Officer shall be credited with two additional Years of Service in the event such
Participant is involuntarily terminated for reasons other than Cause; provided
that no Participant who has received credit for additional Years of Service
pursuant to Section 7.4(a) or Section 7.4(b) hereunder shall receive credit for
additional Years of Service under this Article V. For purposes of this Section
5.2, "Cause" shall mean: (i) a Participant's convictions of a felony or a
misdemeanor if such misdemeanor involves moral turpitude, (ii) a Participant's
commission of any act of gross negligence or intentional misconduct in the
performance or non-performance of his duties as an employee of the Company or
its affiliates, including, any actions which constitute sexual harassment under
applicable laws, rules or regulations, (iii) a Participant's failure to perform
his duties assigned for a period of thirty (30) or more days unless such failure
is caused by a Disability, or (iv) a Participant's misappropriation of assets,
personal dishonesty or intentional misrepresentation of facts which may cause
the Comapany or its affiliates financial or reputational harm.

                                   ARTICLE VI

                            DEATH PRIOR TO RETIREMENT

         6.1.     Pre-Retirement Death Benefits for Married Participants. In the
event of the death of a married Participant whose death occurs while still in
the employ of the Company or its subsidiaries and after the completion of five
Years of Participation, his surviving spouse shall be entitled to receive an
amount in the form of a lump sum payment which shall be fifty percent (50%) of
the Actuarial Equivalent of the Accrued Benefit the Participant would have been
eligible to receive under Section 4.1 adjusted in accordance with Sections 4.2
or 4.3, if applicable, had he retired on the day before his death. Such payment
will commence as soon as administratively feasible following the Participant's
death.

         6.2.     Pre-Retirement Death Benefit for Participants with Surviving
Children. In the event of the death of a Participant, who is survived by one or
more children, but not a spouse, while the Participant is still in the employ of
the Company or its subsidiaries and after the completion of five Years of
Participation, his surviving children shall be entitled to receive an amount in
the form of a lump sum payment which shall be fifty percent (50%) of the
Actuarial Equivalent of the Accrued Benefit the Participant would have been
eligible to receive under Section 4.1 adjusted in accordance with Sections 4.2
or 4.3, if applicable, had he retired on the day before his death. The benefit
described in the preceding sentence shall be divided equally among the
Participant's surviving children. Such payment will commence as soon as
administratively feasible following the Participant's death.

         6.3.     No Other Pre-Retirement Death Benefits. Except as provided in
Sections 6.1 and 6.2, no other death benefits shall be payable under this Plan
in the event of the death of a Participant prior to retirement or termination of
employment.

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                                   ARTICLE VII

                               PAYMENT OF BENEFITS

         7.1.     Retirement. In accordance with Article IV, a Participant's
Accrued Benefit normally shall be distributed in the form of a single life
annuity payable monthly, quarterly or on an annual basis as selected by the
Participant. Alternatively, in accordance with the procedure set forth in
Section 7.2, a Participant may elect to have his Accrued Benefit distributed as
a lump sum or as a joint and 50% or 100% survivor annuity.

         7.2.     Optional Forms of Distribution. Notwithstanding any provision
in this Plan to the contrary, and subject to the approval of the Committee, at
least 12 months prior to the month in which distribution of a Participant's
Accrued Benefit begins to be distributed, the Participant may elect to receive
such Accrued Benefit in one of the optional forms provided for in Section 7.1,
each of which shall be the Actuarial Equivalent of the normal form of benefit
payment.

         7.3.     Facility of Payment. Whenever, in the Committee's opinion, an
individual entitled to receive any payment of a benefit hereunder is under a
legal disability or is incapacitated in any way so as to be unable to manage his
financial affairs, the Company may make payments to the legal representative of
such person or to a relative or friend of such individual for his benefit or
apply the payment for the benefit of such individual as the Committee deems
advisable.

         7.4.     Change In Control. In the event of a Change In Control:

                  (a)      Each Participant in this Plan as of the date of the
Change In Control who is involuntarily terminated or experiences a Constructive
Termination during the three-year period following the Change In Control shall
be credited with three additional Years of Participation and three additional
years of age for Accrued Benefit and vesting determination purposes; provided,
however, that such additional credit for these Participants shall be reduced by
the period of service and increase in age the Participant has completed and
experienced between the Change In Control and actual termination of employment.

                  (b)      In the event this Plan is terminated at any time
following a Change In Control, each Participant shall be credited with three
additional Years of Participation and three additional years of age for Accrued
Benefit and vesting determination purposes; provided, however, that this Section
7.4(b) shall not apply to any Participant who has received additional Years of
Participation and years of age pursuant to Section 7.4(a) above.

                  (c)      (i) Anything in this Plan to the contrary
notwithstanding, in the event it shall be determined that any payment or
distribution under this Plan, to or for the benefit of a Participant subsequent
to a Change In Control (the "Payments"), would be subject to the Excise Tax
imposed by Section 4999 of the Code (the "Excise Tax"), then the Participant
shall be entitled to receive an additional payment (a "Gross-Up Payment") in an
amount such that after payment by such Participant of all taxes (including the
Excise Tax) imposed upon the Gross-Up Payment, the Participant retains an amount
of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

                           (ii)     All determinations as to whether a Gross-Up
Payment is required and the amount of such Gross-Up Payment, shall be made by
the accounting firm utilized by the Company for the preparation of its annual
external financial statements (the "Accounting Firm") which shall provide
detailed supporting calculations both to the Company and the Participant within
30 days of termination of the Participant's employment, if applicable, or such
earlier time as is requested by the Company. The Gross-Up Payment, if any, as
determined pursuant to this Section 7.4(c), shall be paid to the Participant
within 10 days of the receipt of the Accounting Firm's determination. Any
determination by the Accounting Firm shall be binding upon the Company and the
Participant. If subsequent final determinations of the Excise Tax made by the
Internal Revenue Service ("IRS") give rise to additional Excise Tax, then
additional Gross-Up Payments shall be made by the Company to the Participant
within 10 days after the notice is received by the Company of such final
determination.

                           (iii)    Participants shall notify the Company in
writing of any claim by the IRS that, if successful, would require the payment
by the Company of a Gross-Up Payment. Such notification shall be given as soon
as practicable but no later than 10 business days after a Participant learns of
such claim. A Participant shall not pay such claim prior to the

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expiration of the thirty-day period following the date on which Participant
gives such notice to the Company (or such shorter period ending on the date that
any payment of taxes with respect to such claim is due). If the Company notifies
a Participant in writing prior to the expiration of such period that it desires
to contest such claim, the Participant shall:

                           (A)      give the Company any information reasonably
         requested by the Company relating to such claim,

                           (B)      take such action in connection with
         contesting such claims as the Company shall reasonably request in
         writing from time to time, including, without limitation, accepting
         legal representation with respect to such claim by an attorney selected
         by the Company,

                           (C)      cooperate with the Company in good faith in
         order to effectively contest such claim, and

                           (D)      permit the Company to participate in any
         proceedings relating to such claim;

provided, however, that the Company shall bear all costs and expenses incurred
in connection with such contest and shall indemnify and hold the Participant
harmless, on an after-tax basis, for any Excise Tax or income tax imposed as a
result of such contest or representation and payment of costs and expenses. The
Company shall control all proceedings taken in connection with such contest. The
Company may, at its sole option, either direct the Participant to pay the tax
claimed and sue for a refund or contest the claim in any permissible manner, and
the Participant shall prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however, that if the
Company directs a Participant to pay such claim and sue for a refund, the
Company shall advance the amount of such payment to such Participant on an
interest-free basis and shall indemnify and hold such Participant harmless, on
an after-tax basis, from any Excise Tax or income tax imposed with respect to
such advance.

                  (d)      If, after the receipt by a Participant of an amount
advanced by the Company pursuant to Section 7.4(c)(iii), such Participant shall
become entitled to receive any refund with respect to such claim, such
Participant shall promptly pay to the Company the amount of such refund
(together with any interest paid or credited thereon after taxes applicable
thereto). If, after the receipt by a Participant of an amount advanced by the
Company pursuant to Section 7.4(c)(iii), a final determination is made that such
Participant shall not be entitled to any refund with respect to such claim, then
such advance shall be forgiven and shall not be required to be repaid and the
amount of such advance shall offset the amount of Gross-Up Payment required to
be paid.

                                  ARTICLE VIII

                           AMENDMENTS AND TERMINATION

         8.1.     Amendments Generally. The Committee shall have the right to
make any amendment or amendments to this Plan from time to time which do not
cause any reduction in a Participant's Accrued Benefit at the time the amendment
is adopted or the effective date of the amendment, whichever is earlier. Any
amendment shall be made pursuant to a duly adopted resolution of the Committee.
Notwithstanding the foregoing, no amendment may be made following a Change In
Control without written approval by a majority of the Participants covered by
the Plan immediately prior to the Change In Control.

         8.2.     Right to Terminate. The Committee may terminate the Plan at
any time in whole or in part. Termination of the Plan shall be made pursuant to
a duly adopted resolution of the Committee. In the event of termination, the
Committee may, at its option, pay each Participant the Actuarially Equivalent
lump sum present value of his Accrued Benefit at the time of termination of the
Plan. In addition, the Committee may, at its option, refrain from making
payments to any Participant until such time and in such manner as he would have
been entitled to receive his Accrued Benefit under the terms of the Plan as in
effect on the date of termination. Notwithstanding the foregoing, if the Plan
terminates within three years of a Change In Control, each Participant will be
paid the Actuarial Equivalent of his Accrued Benefit immediately. No termination
of the Plan shall reduce a Participant's Accrued Benefit as of the date of
termination.

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         8.3.     Funding Obligation. The obligation of the Company to pay any
benefits under the Plan shall be unfunded and unsecured; any payments under the
Plan shall be made from the general assets of the Company; provided, however, in
the event of a Change In Control, the Company shall purchase for its own account
an annuity from a nationally recognized, credit worthy financial institution of
good reputation for the benefit of the Plan in an amount sufficient to fund all
present and reasonably anticipated future obligations under the Plan.
Notwithstanding the foregoing, the Board, in its discretion, may authorize the
establishment of a rabbi trust or any other funding vehicle it deems appropriate
in order to set aside assets to discharge its obligations under the Plan.

                                   ARTICLE IX

                        ADMINISTRATION AND INTERPRETATION

         9.1.     Interpretation. The Committee may take any action, correct any
defect, supply any omission or reconcile any inconsistency in the Plan, or in
any election hereunder, in the manner and to the extent it shall deem necessary
to carry the Plan into effect or to carry out the Board's purposes in adopting
the Plan. Any decision, interpretation or other action made or taken in good
faith by or at the direction of the Board or the Committee, arising out of or in
connection with the Plan, shall be within the absolute discretion of each of
them, as the case may be, and shall be final, binding and conclusive on the
Company, and all Participants and their respective heirs, executors,
administrators, successors and assigns. The Committee's determinations hereunder
need not be uniform, and may be made selectively among Participants, whether or
not they are similarly situated. Any actions to be taken by the Committee will
require the consent of a majority of the Committee members. If a member of the
Committee is a Participant in this Plan, such member may not decide or determine
any matter or question concerning his benefits under this Plan that such member
would not have the right to decide or determine if he were not a member.

         9.2.     Payment of Expenses. The Company and its subsidiaries, in such
proportions as the Committee determines, shall bear all expenses incurred by
them and by the Committee in administering this Plan. If a claim or dispute
arises concerning the rights of a Participant or beneficiary to amounts payable
under this Plan, regardless of the party by whom such claim or dispute is
initiated, the Company shall pay all legal expenses, including reasonable
attorneys' fees, court costs, and ordinary and necessary out-of-pocket costs of
attorneys, billed to and payable by the Claimant in connection with the
bringing, prosecuting, defending, litigating, negotiating, or settling of such
claim or dispute; provided, that:

                  (a)      The Claimant obtains a judgment in its favor from a
court of competent jurisdiction from which no appeal may be taken, whether
because the time to do so has expired or otherwise; and provided further, that

                  (b)      In the case of any claim or dispute initiated by a
Claimant, such claim shall be made, or notice of such dispute given, with
specific reference to the provisions of this Plan, to the Committee within two
years (three years, in the event of a Change In Control) after the occurrence of
the event giving rise to such claim or dispute.

         9.3.     Indemnification for Liability. The Company shall indemnify the
members of the Committee, against any and all claims, losses, damages, expenses
and liabilities arising from their responsibilities in connection with this
Plan, unless the same is determined to be due to gross negligence or willful
misconduct.

                                    ARTICLE X

                                CLAIMS PROCEDURE

The Committee will administer a claims procedure as follows:

         10.1.    Initial Claim. A Claimant who believes himself entitled to
benefits under the Plan, or the authorized representative of such individual,
may make a claim for those benefits by submitting a written notification of his
claim of right to such benefits. This notification must be on the form and in
accordance with the procedures established by the Committee. No benefit will be
paid under the Plan until a proper claim for benefits has been submitted.

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         10.2.    Procedure for Review. The Committee will establish
administrative processes and safeguards to ensure that all claims for benefits
are reviewed in accordance with the Plan and that, where appropriate, Plan
provisions have been applied consistently to similarly situated Participants.

         10.3.    Claim Denial Procedure. If a claim is wholly or partially
denied, the Committee will notify the Claimant within a reasonable period of
time, but not later than 90 days after receipt of the claim, unless the
Committee determines that special circumstances require an extension of time for
processing the claim. If the Committee determines that an extension of time for
processing is required, written notice of the extension will be furnished to the
Claimant prior to the termination of the initial 90-day period. In no event will
such extension exceed a period of 180 days from receipt of the claim. The
extension notice will indicate: (i) the special circumstances necessitating the
extension and (ii) the date by which the Committee expects to render a benefit
determination. A benefit denial notice will be written in a manner calculated to
be understood by the Claimant and will set forth: (i) the specific reason or
reasons for the denial, (ii) the specific reference to the Plan provisions on
which the denial is based, (iii) a description of any additional material or
information necessary for the Claimant to perfect the claim, with reasons
therefor, and (iv) the procedure for reviewing the denial of the claim and the
time limits applicable to such procedures, including a statement of the
Claimant's right to bring a legal action under ERISA following an adverse
benefit determination on review.

         10.4.    Appeal Procedure. In the case of an adverse benefit
determination, the Claimant will have the opportunity to appeal to the Committee
for review thereof by requesting such review in writing to the Committee within
60 days of receipt of notification of the denial. Failure to submit a proper
application for appeal within such 60-day period will cause such claim to be
permanently denied. The Claimant shall be provided, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to the claim. The Claimant will also be provided the
opportunity to submit written comments, documents, records and other information
relating to the claim for benefits. The Committee shall review the appeal taking
into account all comments, documents, records and other information submitted by
the Claimant relating to the claim, without regard to whether such information
was submitted or considered in the initial benefit determination.

         10.5.    Decision on Appeal. The Committee will notify the Claimant of
its decision on appeal within a reasonable period of time, but not later than 60
days after receipt of the request for review, unless the Committee determines
that special circumstances require an extension of time for processing the
appeal. If the Committee determines that an extension of time for processing is
required, written notice of the extension will be furnished to the Claimant
prior to the termination of the initial 60-day period. In no event will such
extension exceed a period of 60 days from the end of the initial period. The
extension notice will indicate: (i) the special circumstances necessitating the
extension and (ii) the date by which the Committee expects to render a benefit
determination. An adverse benefit decision on appeal will be written in a manner
calculated to be understood by the Claimant and will set forth: (i) the specific
reason or reasons for the adverse determination, (ii) the specific reference to
the Plan provisions on which the denial is based, (iii) 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
to the claim and (iv) a statement of the Claimant's right to bring a legal
action under ERISA.

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

         11.1.    Right of the Company to Take Employment Actions. The adoption
and maintenance of this Plan shall not be deemed to constitute a contract
between the Company and any eligible Participant, nor to be a consideration for,
nor an inducement or condition of, the employment of any person. Nothing herein
contained, or any action taken hereunder, shall be deemed to give any eligible
Participant the right to be retained in the employ of the Company or to
interfere with the right of the Company to discharge any eligible Participant at
any time, nor shall it be deemed to give to the Company the right to require the
eligible Participant to remain in its employ, nor shall it interfere with the
eligible Participant's right to terminate his or her employment at any time.
Nothing in this Plan shall prevent the Company from amending, modifying, or
terminating any other Company benefit plan.

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         11.2.    Alienation or Assignment of Benefits. A Participant's rights
and interest under the Plan shall not be assigned or transferred except as
otherwise provided herein, and the Participant's rights to benefit payments
under the Plan shall not be subject to alienation, pledge or garnishment by or
on behalf of creditors (including heirs, beneficiaries, or dependents) of the
Participant or of a Beneficiary.

         11.3.    Applicable Law. This Plan shall be construed and enforced in
accordance with the laws of Delaware (without regard to the conflict of the law
provisions thereof) except to the extent superseded by ERISA.

         11.4.    Number and Gender. Whenever any words used herein are 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, and references to the male
gender shall be construed as applicable to the female gender where applicable,
and vice versa.

         11.5.    Accelerated Distributions. In the event Federal income is
accelerated on the value of future prospective benefits due to a determination
by the Internal Revenue Service, the Participant may at his election receive an
immediate distribution of the amount necessary to pay the tax obligation due
currently. The Participant's Accrued Benefit under the Plan will be reduced to
reflect the accelerated distribution.

         11.6.    Withholding and Taxes. All benefits paid under the Plan are
subject to any applicable payroll or other taxes, required to be withheld by
law. Nothing contained herein and no actions taken hereunder, creates or will be
construed to create any right or expectation of any Participant to any
particular tax result or consequences.

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