##### 



Exhibit
10.7




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PageFOREWORD
    
    
    
    iARTICLE I
    
    DEFINITIONS
    
    11.1
    
    Actuarial Equivalent
    
    11.2
    
    Affiliate
    
    11.3
    
    Appropriate Form
    
    11.4
    
    Basic Plan
    
    11.5
    
    Beneficiary
    
    21.6
    
    Board of Directors
    
    21.7
    
    Change of Control
    
    21.8
    
    Code
    
    31.9
    
    Company
    
    31.10
    
    Compensation
    
    31.11
    
    Disability
    
    31.12
    
    Earliest Retirement Date
    
    41.13
    
    Early Retirement Date
    
    41.14
    
    Effective Date
    
    41.15
    
    Employee
    
    41.16
    
    Employer
    
    41.17
    
    ERISA
    
    41.18
    
    Final Average Compensation
    
    51.19
    
    Hypothetical Contribution Amount
    
    51.20
    
    Key Employee
    
    51.21
    
    Normal Retirement Date
    
    6




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Page1.22
    
    Parent
    
    61.23
    
    Participant
    
    61.24
    
    Plan
    
    61.25
    
    Plan Administrator
    
    61.26
    
    Plan Year
    
    61.27
    
    Primary Insurance Amount
    
    61.28
    
    Separation from Service
    
    71.29
    
    Service
    
    71.30
    
    Social Security Act
    
    7ARTICLE II
    
    PARTICIPATION
    
    92.1
    
    Designation to Participate
    
    92.2
    
    Continuation of Participation
    
    92.3
    
    Adopting Entities
    
    9ARTICLE III
    
    RETIREMENT BENEFITS
    
    113.1
    
    Normal Retirement Benefit
    
    113.2
    
    Early Retirement Benefit
    
    123.3
    
    Vested Retirement Benefit
    
    133.4
    
    Disability Retirement Benefit
    
    143.5
    
    Benefits Upon Change of Control
    
    15ARTICLE IV
    
    DEATH BENEFITS
    
    184.1
    
    Pre-Retirement Death Benefits
    
    18ARTICLE V
    
    PAYMENT OF RETIREMENT BENEFITS
    
    215.1
    
    Payment of Benefits
    
    215.2
    
    Automatic Form of Payment
    
    21




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Page5.3
    
    Optional Forms of Payment
    
    21ARTICLE VI
    
    ADMINISTRATION OF PLAN
    
    256.1
    
    Plan Administrator
    
    256.2
    
    Powers and Duties
    
    256.3
    
    Rules and Regulations of the Plan Administrator
    
    266.4
    
    Claims Procedure
    
    26ARTICLE VII
    
    GENERAL MATTERS
    
    317.1
    
    Benefits from General Assets
    
    317.2
    
    No Assignment
    
    317.3
    
    Expenses of Plan
    
    327.4
    
    Amendment or Termination
    
    327.5
    
    Limitation on Benefits and Payments
    
    327.6
    
    Time of Payment Obligations
    
    337.7
    
    Limitation of Liability
    
    337.8
    
    Agent for Service of Process
    
    347.9
    
    Delivery of Elections to Plan Administrator
    
    347.10
    
    Delivery of Notice to Participants
    
    347.11
    
    No Enlargement of Employee Rights
    
    347.12
    
    Tax Withholding
    
    357.13
    
    Incapacity of Recipient
    
    357.14
    
    Unclaimed Benefit
    
    35ARTICLE VIII
    
    CONSTRUCTION OF THE PLAN
    
    378.1
    
    Construction of the Plan
    
    378.2
    
    Headings
    
    37




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Page8.3
    
    Separability
    
    
    378.4
    
    Counterparts
    
    
    37APPENDIX A
    
    COMPENSATION (OTHER THAN PERFORMANCE
BONUSES) OF CERTAIN PARTICIPANTS AS IN EFFECT
IMMEDIATELY PRECEDING THE EFFECTIVE DATE
    
    
    39APPENDIX B
    
    REDUCTION FACTORS UNDER SECTION 3.2(b)
    
    
    40




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DEFINITIONS
  1.1
    
    Actuarial Equivalent means a benefit of equivalent value when computed on the basis of
interest at 6% per annum and the RP-2000 Mortality Table. Notwithstanding the foregoing,
solely for purposes of determining the benefit payable pursuant to Section 3.5, the Actuarial
Equivalent present value shall be computed on the basis of interest at the average annual rate
of interest on 30-year Treasury securities for the second calendar month preceding the month
in which a Change of Control occurs and the RP-2000 Mortality Table.1.2
    
    Affiliate means, with respect to a person (as defined in Section 7701(a)(1) of the Code),
any other person with whom the person would be considered a single employer under Section
414(b) of the Code (employees of controlled group of corporations), and any other person with
whom the person would be considered a single employer under Section 414(c) of the Code
(employees of partnerships, proprietorships, etc., which are under common control).1.3
    
    Appropriate Form means the written form provided or prescribed by the Plan Administrator
for the particular purpose.1.4
    
    Basic Plan means the Doane Pet Care Retirement Savings Plan.1.5
    
    Beneficiary means the person, persons or entity designated by the Participant to receive
benefits in the event of the Participants death; provided, however,
 1




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that for purposes of Sections 4.1(b) and 5.3(a)(i), a Participant may designate only one
person as the Beneficiary to receive the benefits under such Sections and may not designate
an entity as the Beneficiary under such Sections. In the absence of any effective
designation, a Participants Beneficiary shall be the Participants surviving legal spouse.
If such spouse dies before receiving payment to which he or she is entitled hereunder, then
payment shall be made to such person or persons, including his or her estate, as he or she
may designate in the last Beneficiary designation received by the Plan Administrator from
such spouse prior to his or her death. If the Participant is not survived by a legal
spouse, or if such spouse shall fail to so appoint, the said payment shall be made to the
then living children of the Participant, if any, in equal shares. If there are no
surviving children, the payment will be made to the estate of the later to die of the
Participant and (if any) his or her legal spouse.1.6
    
    Board of Directors means the Board of Directors of the Company.1.7
    
    Change of Control means, with respect to Parent, a change in the ownership or effective
control of Parent or in the ownership of a substantial portion of Parents assets, within the
meaning of Code Section 409A(a)(2)(A)(v) (and applicable administrative guidance thereunder).
With respect to an Employer other than Parent, the Employer shall be deemed to have undergone
a Change of Control in the event that the Employer ceases to be an Affiliate of Parent,
provided that the transaction or series of transactions that resulted in such cessation
constitutes a change in the ownership or effective control of the Employer or a majority
shareholder of the Employer (or any corporation in a chain of corporations in which each
corporation is a majority shareholder of another corporation in the chain, with the chain
ending at the Employer), within the meaning of Section 409A(a)(2)(A)(v) of the Code (and
applicable administrative guidance thereunder). In the case of a non-corporate Employer, the
preceding sentence shall be applied by analogy to such non-corporate
 2




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Employer in the manner prescribed in applicable administrative guidance under Section 409A
of the Code.1.8
    
    Code means the Internal Revenue Code of 1986, as amended from time to time. Reference to a
specific provision of the Code shall include such provision, any valid regulation or ruling
promulgated thereunder and any comparable provision of future law that amends, supplements or
supersedes such provision.1.9
    
    Company means Doane Pet Care Company and any successor thereto by merger, purchase,
reorganization or otherwise.1.10
    
    Compensation means for each Plan Year (including periods that would be Plan Years but for
the fact that they occurred prior to the Effective Date) the base salary plus any performance
bonuses earned under the Employers Annual Bonus Plan (or any successor annual performance
bonus plan) paid by the Employer to or for the benefit of a Participant for services rendered
or labor performed. A Participants base salary and performance bonuses shall be determined
before any reductions in compensation made pursuant to any salary reduction agreement under
(a) Section 125, 132(f)(4), 401(k) or 402(h)(1)(B) of the Code or (b) any nonqualified
deferred compensation plan maintained by the Employer.1.11
    
    Disability means a Participants physical or mental condition for which the Participant
qualifies for permanent disability benefits under the Companys or other Employers long-term
disability plan for active employees, or, if a Participant does not participate in such a
plan, a physical or mental condition for which the Participant would have qualified for
permanent disability benefits under such a plan had the Participant been a participant in such
a plan, as determined in the sole discretion of the Plan Administrator. If the Company or
 3




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other Employer does not sponsor such a plan, or discontinues sponsoring such a plan,
Disability shall be defined as any physical or mental condition resulting from bodily
injury or disease occurring after the Effective Date that (a) during the first 24 months of
such condition prevents the Participant from performing substantially all the work of his
or her regular occupation, and (b) thereafter, wholly prevents the Participant from
engaging in any gainful occupation for which he or she may become reasonably fitted by
reason of his or her education, training or experience. The Plan Administrator will apply
the provisions of this Section 1.11 in a consistent and uniform manner.1.12
    
    Earliest Retirement Date has the meaning contained in Section 4.1(b)(i).1.13
    
    Early Retirement Date means the first day of the month coinciding with or next following
the date on which the Participant attains at least age 55 and completes at least 5 years of
Service, but before the Participants Normal Retirement Date.1.14
    
    Effective Date means March 27, 2006.1.15
    
    Employee means an employee of the Employer on whose behalf benefits are payable under the
Basic Plan.1.16
    
    Employer means the Company and any other adopting entity that adopts the Plan pursuant to
the provisions of Section 2.3.1.17
    
    ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to
time. Reference to a specific provision of ERISA shall include such provision, any valid
regulation or ruling promulgated thereunder and any comparable provision of future law that
amends, supplements or supersedes such provision.
 4




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1.18
    
    Final Average Compensation means the annual average of the Participants Compensation
during the period of five full consecutive Plan Years (including periods that would be Plan
Years but for the fact that they occurred prior to the Effective Date) that produces the
highest such average, or during the actual number of such full consecutive Plan Years
(including periods that would be Plan Years but for the fact that they occurred prior to the
Effective Date) if less than five.1.19
    
    Hypothetical Contribution Amount means the aggregate of the individual amounts deemed to be
contributed for each plan year under the Basic Plan that the Participant is eligible to
participate thereunder (whether before or after the Effective Date). For each such plan year,
the amount deemed to be contributed shall be the maximum permitted amount of Employer matching
contributions under the Basic Plan for such plan year, determined based on the assumption that
the Participant made the maximum permitted amount of employee contributions (including salary
deferrals) under the Basic Plan for such plan year. For the plan year in which the
Participant is first eligible to participate in the Basic Plan and the plan year in which the
Participant incurs a Separation from Service, the amount deemed to be contributed will be
prorated based on the number of full calendar months while such Participant is eligible to
participate in the Basic Plan divided by 12. The amount deemed to be contributed for each
plan year of the Basic Plan shall be assumed to have been made on the first day of such plan
year with interest credited at a rate of 6% per annum.1.20
    
    Key Employee means a key employee within the meaning of Section 416(i) of the Code, without
regard to Section 416(i)(5) thereof, provided that the capital stock of the Company or any
Affiliate of the Company is publicly traded on an established securities market or otherwise.
 5




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1.21
    
    Normal Retirement Date means the first day of the month coinciding with or next following
the date on which a Participant attains age 65.1.22
    
    Parent means Doane Pet Care Enterprises, Inc.1.23
    
    Participant means an Employee who has been designated for participation in the Plan
pursuant to Section 2.1.1.24
    
    Plan means the Doane Pet Care Company Supplemental Executive Retirement Plan, as set forth
herein and as may be amended from time to time.1.25
    
    Plan Administrator means the person, persons or committee designated by the Board of
Directors to administer and supervise the Plan in accordance with Section 6.1. In the absence
of any such designation, the Company shall be the Plan Administrator.1.26
    
    Plan Year means the twelve consecutive month period beginning each January 1 and ending
December 31.1.27
    
    Primary Insurance Amount means the monthly amount of a Participants old-age insurance
benefit, as defined in Section 402 of the federal Social Security Act in effect on the date
of the Participants Separation from Service, payable on the later of the Participants Normal
Retirement Date or Separation from Service, whether or not the Participant actually applies
for and receives such amount for any month. The Primary Insurance Amount shall be determined
by assuming that the Participant will receive Compensation in the amount applicable during the
Plan Year in which such Separation from Service occurs over a further period of employment, if
any, extending to his or her Normal Retirement Date. The Primary Insurance Amount shall be
determined on the
 6




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basis of the actual Compensation paid to the Participant by the Employer during all periods
of employment with the Employer during which the Participant was covered by the Social
Security Act. With respect to years before the Participants commencement of service with
the Employer, it will be assumed that the Participant received compensation for such
service in an amount computed by projecting backwards the actual Compensation paid to the
Participant by the Employer during the first full year of employment with the Employer,
utilizing relative rates that approximate the national average wages used for indexing
purposes under the Social Security Act from the determination date to the Participants
twenty-first birthday, subject to the Participants furnishing evidence of his or her
actual past compensation for such years treated as wages under the Social Security Act.
For any Participant for whom the Primary Insurance Amount cannot be ascertained as herein
provided, said amount shall be the amount that the Plan Administrator shall reasonably
determine.1.28
    
    Separation from Service means a Participants separation from service with the Employer and
its Affiliates within the meaning of Section 409A(a)(2)(A)(i) of the Code (and applicable
administrative guidance thereunder).1.29
    
    Service means the total of all consecutive 12-month periods of the Participants employment
with the Employer (whether before or after the Effective Date), plus 1/12 fractions thereof
for each additional completed month of such employment.1.30
    
    Social Security Act means the United States Social Security Act, as amended from time to
time. Reference to a specific provision of the Social Security Act shall include such
provision, any valid regulation or ruling promulgated thereunder and any comparable provision
of future law that amends, supplements or supersedes such provision.
 7




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PARTICIPATION
 2.1
    
    Designation to ParticipateUpon the designation of the Employer, and subject to the approval of
the Board of Directors, Employees may become Participants as of the
date designated by the Employer.2.2
    
    Continuation of ParticipationAn Employee who has become a Participant shall remain a Participant as
long as benefits are payable to or with respect to such Participant
under the Plan.2.3
    
    Adopting EntitiesIt is contemplated that other entities may adopt the Plan and thereby
become an Employer. Any such entity, whether or not presently
existing, may become a party hereto by appropriate action of its
officers and upon approval of the Board of Directors, but without the
need for approval of such entitys board of directors (or noncorporate
counterpart) or of the Plan Administrator; provided, however, that
such entity must be an Affiliate of Parent. The provisions of the
Plan shall apply separately and equally to each Employer and its
employees in the same manner as is expressly provided for the Company
and its employees, except that the power to amend or terminate the
Plan and to approve the designation of Employees as Participants shall
be exercised by the Board of Directors alone. In determining the
period of Service of any Participant employed by an adopting Employer,
the Board of Directors may determine the extent, if any, to which
credit is granted for service with such Employer or its
 8




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predecessors or affiliated companies prior to the time such Employer adopts
the Plan. Any Employer may, by appropriate action of its officers and upon approval of the
Board of Directors, but without the need for approval of such Employers board of directors
(or noncorporate counterpart) or of the Plan Administrator, terminate its participation in
the Plan effective immediately prior to the start of any subsequent Plan Year. Moreover,
the Plan Administrator or the Board of Directors may, in its discretion, terminate an
Employers Plan participation effective immediately prior to the start of any subsequent
Plan Year; provided, however, that if an Employer ceases to be an Affiliate of Parent, such
Employers Plan participation may be terminated by the Plan Administrator effective
immediately upon such cessation. In no event shall the termination of an Employers Plan
participation have a material adverse impact upon the accrued benefits of anyone
participating in the Plan as of the date of such termination, unless he or she consents to
the same in writing.
 9




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RETIREMENT BENEFITS
 3.1
    
    Normal Retirement Benefit(a)
    
    Upon a Participants Separation from Service for a reason other than death on or after his or
her Normal Retirement Date, the Participant shall be entitled to receive a monthly benefit
payable in the form of payment described in Section 5.2, beginning on the first day of the
calendar month coinciding with or immediately following his or her Separation from Service,
equal to the excess, if any, of one-twelfth of 2% of the Participants Final Average
Compensation multiplied by his or her years of Service, minus the sum of each of the following
amounts:
 (i)
    
    the monthly amount of the annuity equivalent of the Participants
Hypothetical Contribution Amount, expressed as a single life annuity for the life of
the Participant (payable beginning on the first day of the calendar month coinciding
with or immediately following the later of the Participants Normal Retirement Date or
Separation from Service) determined by applying an Actuarial Equivalent factor to such
Hypothetical Contribution Amount, and(ii)
    
    50% of the Participants Primary Insurance Amount.
 (b)
    
    Solely with respect to an individual who is a Participant on the Effective Date, in no event
shall the monthly benefit described above be less than the Actuarial Equivalent amount payable
for the Participants lifetime of an annual amount of 40% of the Participants Compensation,
determined without regard to performance bonuses, as in effect on the day immediately
preceding the
 10




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Effective Date (which Compensation amount for each such Participant is set forth on
Appendix A), payable over a ten-year period commencing at age 65.
 3.2
    
    Early Retirement Benefit(a)
    
    Upon a Participants Separation from Service for a reason other than death on or after his or
her Early Retirement Date and prior to his or her Normal Retirement Date, the Participant
shall be entitled to receive a monthly benefit payable in the form of payment described in
Section 5.2 beginning on the first day of the calendar month coinciding with or immediately
following his or her Separation from Service. The monthly benefit shall be the amount that
otherwise would have commenced on his or her Normal Retirement Date, calculated in accordance
with the provisions of Section 3.1(a) (but considering the Participants Final Average
Compensation and years of Service to the date of his or her Separation from Service), and
shall be reduced for early commencement by multiplying such amount by a reduction factor in
accordance with the following table:
 Commencement Age
    
    Reduction Factor65
    
    
    100
    %64
    
    
    90.83
    %63
    
    
    82.70
    %62
    
    
    75.47
    %61
    
    
    69.01
    %60
    
    
    63.22
    %59
    
    
    58.02
    %58
    
    
    53.34
    %57
    
    
    49.11
    %56
    
    
    45.28
    %55
    
    
    41.81
    %
 11




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(b)
    
    Solely with respect to an individual who is a Participant on the Effective Date and has
completed at least 10 years of Service as of the date of his or her Separation from Service
that occurs on or after his or her Early Retirement Date but before his or her Normal
Retirement Date, in no event shall the monthly benefit described in Section 3.2(a) be less
than the Actuarial Equivalent amount payable for the Participants lifetime of an annual
amount of 40% of the Participants Compensation, determined without regard to performance
bonuses, as in effect on the day immediately preceding the Effective Date (which Compensation
amount for each Participant on the Effective Date is set forth on Appendix A), payable over a
ten-year period commencing on the first day of the calendar month coinciding with or next
following the Participants Separation from Service and reduced for early commencement by
multiplying such amount by a reduction factor in accordance with the table contained in
Appendix B.3.3
    
    Vested Retirement Benefit(a)
    
    A Participant shall have a 100 percent vested nonforfeitable right to a monthly benefit upon
the earlier of his or her completion of five years of Service or attainment of age 65. If the
Participant subsequently incurs a Separation from Service for reasons other than retirement
under Sections 3.1 or 3.2, Disability or death, he or she shall be eligible for a vested
retirement benefit determined pursuant to the provisions of paragraph (b) below. If the
Participant incurs a Separation from Service for reasons other than retirement under Sections
3.1 or 3.2 or death prior to the date upon which he or she has a 100 percent vested
nonforfeitable right to a monthly benefit as provided above, then no benefit
 12




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under the Plan (other than the benefit described in Section 3.4, if applicable) shall be
payable under the Plan to or on behalf of such Participant.
 (b)
    
    The vested retirement benefit payable in the form of payment described in Section 5.2 shall
begin on the Participants Early Retirement Date and shall be equal to the amount that
otherwise would have commenced on the Participants Normal Retirement Date, calculated in
accordance with the provisions of Section 3.1(a) (but considering the Participants Final
Average Compensation and years of Service to the date of his or her Separation from Service),
reduced for early commencement in accordance with the provisions of Section 3.2(a).3.4
    
    Disability Retirement BenefitA Participant who has incurred a Disability while in the employment of the Employer and
prior to his or her Normal Retirement Date shall be entitled to receive a monthly benefit
calculated in accordance with the provisions of Section 3.1 and payable in the form of
payment described in Section 5.2 commencing on the Participants Normal Retirement Date,
notwithstanding that the Participant has incurred a Separation from Service as a result of
the Disability. For purposes of the preceding sentence, (a) Service shall continue to be
granted during the period of Disability until the earliest of the Participants recovery
from Disability, Normal Retirement Date or death, notwithstanding that the Participant has
incurred a Separation from Service as a result of the Disability, and (b) the Participants
Final Average Compensation shall be determined by assuming that his or her Compensation
continued during the period described in clause (a) of this sentence in an amount equal to
his or her Compensation during the 12 calendar month period immediately preceding the date
he or she incurred a Disability.
 13




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3.5
    
    Benefits Upon Change of Control(a)
    
    Notwithstanding the provisions of Section 3.3, a Participant shall have a 100 percent
nonforfeitable vested right to retirement benefits upon the occurrence of a Change of Control
of Parent that occurs on or after the first anniversary of the Effective Date, without regard
to any Service or age requirement, if the Participant is employed by the Employer immediately
prior to the date upon which such Change of Control of Parent occurs. In addition, a
Participant who is employed by an Employer other than Parent immediately prior to a Change of
Control of that Employer that occurs on or after the first anniversary of the Effective Date
shall have a 100 percent nonforfeitable vested right to retirement benefits upon the
occurrence of such Change of Control.(b)
    
    Upon the occurrence of a Change of Control of Parent that occurs on or after the first
anniversary of the Effective Date, a retirement benefit shall be payable to (i) each
Participant employed by the Employer immediately prior to the date upon which such Change of
Control occurs or (ii) each Participant who has incurred a Separation from Service with the
Employer and is entitled to a vested retirement benefit under Section 3.3 or a Disability
retirement benefit under Section 3.4, neither of which is in pay status as of the date upon
which such Change of Control occurs, and, in each such case, such retirement benefit shall be
in lieu of any other benefit under the preceding provisions of this Article III or under
Article IV. Such retirement benefit shall be calculated as if the Participant incurred a
Separation from Service as of the earlier of the date of such Change of Control or the date of
the Participants actual Separation from Service (or, in the case of a Participant described
in Section 3.4, as if the Participant recovered from his or her Disability as of the earlier
of the actual date of such recovery or the date of such Change of Control), shall be paid in a
lump sum upon the date of such Change of Control and shall be the Actuarial Equivalent present
value of the Participants monthly benefit calculated in
 14




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accordance with the provisions of Section 3.3 or 3.4, whichever is applicable,
as if the commencement date of such benefit were the Participants Normal Retirement Date,
payable in the form of payment described in Section 5.2.
 (c)
    
    Upon the occurrence of a Change of Control of an Employer other than Parent that occurs on or
after the first anniversary of the Effective Date, a retirement benefit shall be payable to
(i) each Participant employed by that Employer immediately prior to the date upon which such
Change of Control occurs or (ii) each Participant who has incurred a Separation from Service
with that Employer and is entitled to a vested retirement benefit under Section 3.3 or a
Disability retirement benefit under Section 3.4, neither of which is in pay status as of the
date upon which such Change of Control occurs, and, in each such case, such retirement benefit
shall be in lieu of any other benefit under the preceding provisions of this Article III or
under Article IV. Such retirement benefit shall be calculated as if the Participant incurred
a Separation from Service as of the earlier of the date of such Change of Control or the date
of the Participants actual Separation from Service (or, in the case of a Participant
described in Section 3.4, as if the Participant recovered from his or her Disability as of the
earlier of the actual date of such recovery or the date of such Change of Control), shall be
paid in a lump sum upon the date of such Change of Control and shall be the Actuarial
Equivalent present value of the Participants monthly benefit calculated in accordance with
the provisions of Section 3.3 or 3.4, whichever is applicable, as if the commencement date of
such benefit were the Participants Normal Retirement Date, payable in the form of payment
described in Section 5.2.(d)
    
    To the extent permitted under Section 409A of the Code, the benefit of any Participant in pay
status as of the date of a Change of Control of Parent that occurs on or after the first
anniversary of the Effective Date shall be commuted
 15




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##### 



and the Actuarial Equivalent present value
of such commuted benefit shall be paid to such Participant in a lump sum on the date of such
Change of Control.
 (e)
    
    To the extent permitted under Section 409A of the Code, the benefit of any Participant who
has incurred a Separation from Service with an Employer other than Parent, which benefit is in
pay status as of the date of a Change of Control of that Employer that occurs on or after the
first anniversary of the Effective Date, shall be commuted and the Actuarial Equivalent
present value of such commuted benefit shall be paid to such Participant in a lump sum on the
date of such Change of Control.
 16




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##### 



DEATH BENEFITS
 4.1
    
    Pre-Retirement Death Benefits(a)
    
    This Section 4.1(a) shall apply only with respect to an individual who is a Participant as of
the Effective Date. If such a Participant dies prior to incurring a Separation from Service,
a pre-retirement death benefit will be payable to the Participants Beneficiary. The
pre-retirement death benefit payable pursuant to this Section 4.1(a) shall be an annual amount
equal to (i) the Participants Compensation, determined without regard to performance bonuses,
as in effect at his or her date of death, payable on the first day of the calendar month
following the month in which the Participants date of death occurs, and (ii) 50% of the
Participants Compensation, determined without regard to performance bonuses, as in effect at
his or her date of death, payable commencing on the first day of the calendar month following
the month in which the first anniversary of the Participants date of death occurs and ending
with the last annual payment on the first day of the calendar month following the later of (A)
the month in which the anniversary of the Participants date of death by which he or she would
have first attained age 64 occurs or (B) the month in which the ninth anniversary of the
Participants date of death occurs.(b)
    
    If a Participant who has completed five years of Service dies prior to commencement of his or
her payments under Article III, whether or not he or she has incurred a Separation from
Service prior to his or her date of death, a pre-retirement death benefit will be payable to
the Participants Beneficiary. The pre-retirement death benefit payable pursuant to this
paragraph shall be a monthly amount payable to, and during the life of, the Participants
Beneficiary and shall be based on the benefit that would have been payable to the
 17




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##### 



Participant under Article III on his or her date of death, calculated in accordance with
(i) or (ii) below, as applicable, and (iii), if applicable:
 (i)
    
    If the Participants death occurs prior to the earliest date on which he or
she would have been eligible to receive retirement benefits pursuant to Section 3.2,
3.3 or 3.4 (Earliest Retirement Date), the pre-retirement death benefit shall be
calculated as if the Participant had terminated employment on the earlier of his or
her Separation from Service or date of death, had survived until his or her Earliest
Retirement Date, had retired at that time and elected to have payments commence
immediately in the form of a 100 percent joint and survivor annuity, as described in
Section 5.3(a)(i), that is the Actuarial Equivalent of the monthly benefit that
otherwise would be payable pursuant to Section 5.2 and had died on the day after his
or her Earliest Retirement Date. Benefit payments under such annuity shall commence
on the date on which the Participant would have attained his or her Earliest
Retirement Date. Benefits commencing prior to the date that would have been the
Participants Normal Retirement Date shall be reduced for early commencement in
accordance with the provisions of Section 3.2(a).(ii)
    
    If the Participants death occurs on or after his or her Earliest Retirement
Date, the pre-retirement death benefit shall be calculated as if the Participant had
retired on the first day of the month coinciding with or immediately preceding the
earlier of his or her Separation from Service or date of death, with payments
commencing immediately in the form of a 100 percent joint and survivor annuity, as
described in Section 5.3(a)(i), that is the Actuarial Equivalent of the monthly
benefit that otherwise would be payable pursuant to Section 5.2 and had died on the
day after his or her retirement. Benefit payments under such annuity shall commence
on the first day of the calendar month following the
 18




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##### 



month in which the Participants death occurs. Benefits commencing
prior to the date that would have been the Participants Normal Retirement Date
shall be reduced for early commencement in accordance with the provisions of
Section 3.2(a).
 (iii)
    
    The pre-retirement death benefit payable pursuant to this Section 4.1(b) is
in addition to and not in substitution for the pre-retirement death benefit, if any,
payable pursuant to Section 4.1(a), provided that the amount of the pre-retirement
death benefit payable pursuant to this Section 4.1(b) shall be offset, but not below
zero, by the Actuarial Equivalent of the pre-retirement death benefit, if any, payable
pursuant to Section 4.1(a).
 (c)
    
    To the extent that the Employer acquires an insurance policy in connection with the
liabilities assumed by it hereunder pursuant to the provisions of Section 7.1, the
pre-retirement death benefit payable pursuant to the provisions of this Section 4.1 shall be
provided by the Employer to the extent, if any, not provided by the proceeds of such insurance
policy. Any such insurance policy shall be issued to the Employer, which shall have and may
exercise all ownership rights in such policy that do not compromise or reduce the
pre-retirement death benefit payable to the Beneficiary. If a Participant dies while eligible
for an insured pre-retirement death benefit as described in this Section 4.1(c), the Employer
shall take such action as may be necessary to obtain payment from the insurer of the amounts
payable to the Beneficiary as provided herein.
 19




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##### 



PAYMENT OF RETIREMENT BENEFITS
 5.1
    
    Payment of BenefitsA Participants monthly retirement benefit shall commence in accordance with the provisions
of Section 3.1, 3.2, 3.3 or 3.4, whichever is applicable, provided, however, that if the
Participant is a Key Employee on September 1 of the calendar year prior to the Plan Year in
which the Participant incurs a Separation from Service, the Participants monthly
retirement benefit under Article III may not commence to be paid prior to the date that is
the six-month anniversary of the Participants Separation from Service. Any Participant or
Beneficiary who is subject to delayed payments pursuant to this Section 5.1 shall receive a
lump sum cash payment in an amount equal to the payments such individual would have
otherwise received during the period of delay plus interest at the rate of 6% compounded
annually, and such payment shall be made on the first day following the expiration of the
delay period under this Section 5.1.5.2
    
    Automatic Form of PaymentIf a Participant has not elected an optional form of payment as provided in Section 5.3,
the Participants retirement benefits shall be paid in monthly installments ending with the
last monthly payment before death.5.3
    
    Optional Forms of Payment(a)
    
    Any Participant may, by written notice received by the Plan Administrator during the election
period and pursuant to the procedures specified in Section
 20




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(i)
    
    Reduced monthly benefit payments during the life of the Participant,
continuing after the Participants death at the rate of 50 percent or 100 percent of
such reduced monthly payments, as the Participant elects, during the life of and to
the Beneficiary named by him or her when he or she elected the option.(ii)
    
    Reduced monthly benefit payments during the life of the Participant ending
with the last monthly payment before the Participants death, unless the Participant
has not received 120 monthly installments (the period certain). In the event of the
death of the Participant prior to the expiration of the period certain, payments shall
continue to be made to his or her Beneficiary until all guaranteed payments have been
made. If the Beneficiary also dies before the expiration of the period certain,
further monthly payments shall be made for the remainder of the period certain to the
alternate Beneficiary designated by the Participant. If there is no surviving
alternate Beneficiary to receive the remainder of any guaranteed payments, a single
sum payment that is the Actuarial Equivalent of the remaining guaranteed payments
shall be paid to the estate of the last surviving Beneficiary.(iii)
    
    Monthly cash installments over a period of 120 months, with no life
contingency. In the event of the death of the Participant prior to receiving 120
monthly payments, payments shall continue to be made to his or her Beneficiary until
all guaranteed payments have been made. If the Beneficiary also dies before all
guaranteed payments have been made, further monthly payments shall be made for the
remainder of the
 21




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##### 



guaranteed period to the alternate Beneficiary designated by the Participant. If
there is no surviving alternate Beneficiary to receive the remainder of any
guaranteed payments, a single sum payment that is the Actuarial Equivalent of the
remaining guaranteed payments shall be paid to the estate of the last surviving
Beneficiary.(iv)
    
    Monthly benefit payments ending with the last monthly payment before the
Participants death.
 (b)
    
    An election of a form of payment under paragraph (a) above may be made on the Appropriate
Form within 30 days of the effective date of participation described in Section 2.1 (or, with
respect to an individual who is a Participant on the Effective Date, within 30 days after the
date of adoption of the Plan by the Board of Directors). For purposes of applying the
procedures for changing an elected form of payment set forth in the remaining provisions of
this Section 5.3(b), a Participant who did not timely elect an optional form of payment as
provided in the preceding sentence shall be deemed to have elected the optional form of
payment described in Section 5.3(a)(iv). An election of an optional form of payment not made
within the time limit described in the first sentence of this Section 5.3(b) may be made on
the Appropriate Form within a reasonable period prior to the date on which monthly retirement
benefits are due to commence pursuant to Section 5.1, except that (i) the election of the
optional form described in Section 5.3(a)(iii) may not take effect until at least 12 months
after the date on which the election is made, (ii) the election of such optional form must be
made at least one year prior to the date on which monthly retirement benefits are due to
commence pursuant to Section 5.1, and (iii) payment pursuant to such optional form may not
commence for at least five years following the date on which monthly retirement benefits are
due to commence pursuant to Section 5.1. An election of an optional form of payment may be
revoked on the Appropriate Form and a new election made at any time
 22




---



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23




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##### 



ADMINISTRATION OF PLAN
 6.1
    
    Plan AdministratorThe general administration of the Plan and the responsibility for carrying out the
provisions of the Plan shall be delegated to the Plan Administrator. The Plan
Administrator shall be either an individual appointed by the Board of Directors, an office
or position of the Company whose occupant is to act in this capacity or a committee, as
determined from time to time by the Board of Directors.6.2
    
    Powers and DutiesThe Plan Administrator shall have full charge of the administration of the Plan with all
powers necessary to enable it properly to carry out its duties. The Plan Administrator
shall have discretionary authority to determine eligibility and to grant or deny benefits,
including the right to make factual determinations in connection therewith and to make a
determination in its discretion as to the right of any person to a benefit under the Plan,
and shall have the exclusive right to construe and interpret the Plan and to decide any and
all matters arising thereunder or in connection with the administration of the Plan. The
decisions of the Plan Administrator will, to the extent permitted by law, be conclusive and
binding upon all persons having or claiming to have any right or interest in or under the
Plan.
 24




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##### 



6.3
    
    Rules and Regulations of the Plan AdministratorThe Plan Administrator may promulgate such rules and regulations in connection with its
administration of the Plan as are consistent with the terms and provisions hereof.6.4
    
    Claims Procedure(a)
    
    Claim for BenefitsFor purposes of the Plan, a claim for benefits is a written application for a benefit or
benefits filed with the Plan Administrator or its delegate. A Participant or Beneficiary
or either of their authorized representative who believes that he or she is entitled to
payments other than those initially determined to be payable (claimant) may file a claim
for benefits stating the nature of his or her claim, the facts supporting the claimants
claim, the amount claimed and the claimants name and current address.(b)
    
    Notice of Denial of ClaimIn the event that the Plan Administrator determines that any claim for benefits should be
denied in whole or in part, the Plan Administrator shall, by written or electronic
communication, notify such claimant within a reasonable period of time but not later than
90 days after receipt of such claim that the claimants claim has been denied. Such
notification shall be written in a manner calculated to be understood by the claimant and
shall include:
 (i)
    
    the specific reason or reasons for the denial,
 25




---



##### 



(ii)
    
    specific references to the pertinent 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 and an explanation of why such material or information
is necessary, and(iv)
    
    an explanation of how the claimant can obtain review of such denial,
including the Plans review procedures, the time limits applicable to such procedures,
and a statement of the claimants right to bring a civil action under Section 502(a)
of ERISA following an adverse benefit determination on review.
 (c)
    
    Review of Claim DenialWithin 60 days after receipt by the claimant of notice of denial of claim, such claimant
may request, by mailing or delivery of written notice to the Plan Administrator, a review
by the Plan Administrator of the decision denying the claim. Unless the Plan Administrator
for good cause extends the 60-day period, if the claimant fails to request such a review
within such 60-day period, it shall be conclusively determined for all purposes of this
Plan that the denial of such claim by the Plan Administrator is correct. If a review is
requested, the claimant may submit written comments, documents, records and other
information relating to the claim for benefits. 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 claimants claim for benefits. Any such review shall
take 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. After such review, the Plan Administrator
shall
 26




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##### 



(i)
    
    the specific reason or reasons for the adverse determination,(ii)
    
    specific reference to the pertinent Plan provisions on which the decision 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 claimants claim for benefits, and(iv)
    
    a statement of the claimants right to bring an action under Section 502(a)
of ERISA.
 (d)
    
    Extension for Special CircumstancesThe 90-day and 60-day periods for the Plan Administrators review of a claim or a claim
denial as described in subsections (b) and (c) above, respectively, may be extended for as
much as a second 90-day or 60-day period, as the case may be, if the Plan Administrator
determines that special circumstances (such as the need to hold a hearing) require an
extension of time for processing the claim or request for review of claim denial, whichever
is applicable. If the Plan Administrator determines that an extension of time for
processing is required, written notice of the extension shall be furnished to the claimant
prior to the
 27




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##### 



(e)
    
    Electronic CommunicationAny electronic communication provided under subsection (b) or (c), above, shall comply with
the standards imposed by Department of Labor Regulation Section 2520.104b-1(c)(1)(i), (iii)
and (iv).(f)
    
    Determination of RelevanceFor purposes of subsection (c), above, a document, record or other information shall be
considered relevant to a claimants claim if such document, record, or other information
 (i)
    
    was relied upon in making the benefit determination,(ii)
    
    was submitted, considered, or generated in the course of making the benefit
determination, without regard to whether such document, record, or other information
was relied upon in making the benefit determination, or(iii)
    
    was consistent with administrative processes and Plan document provisions
applicable in making the benefit determination.
 (g)
    
    Exhaustion of Administrative RemediesNo claimant shall be entitled to challenge the Plan Administrators denial of benefits or
determination on review in judicial or administrative proceedings without first complying
with the procedures in this Section 6.4. The Plan
 28




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29




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##### 



GENERAL MATTERS
 7.1
    
    Benefits from General AssetsBenefits under the Plan will be paid from the general assets of the Employer. In the event that the Employer
 shall decide to establish an advance accrual reserve on its books against the future expense of benefit payments or
 contributions, or establish a grantor trust within the meaning of Sections 671 through 679 of the Code,
 such reserve or grantor trust shall not under any circumstances be deemed to be an asset of the Plan but at all times
 shall remain a part of the general assets of the Employer, subject to claims of the Employers creditors.Neither a Participant nor his or her Beneficiary will have any interest in any specific asset of the Employer as a
 result of the Plan. Any insurance policy that may be acquired by the Employer in connection with the liabilities
 assumed by it hereunder shall not be deemed to be held under any trust for the benefit of a Participant or his
 or her Beneficiary or to be security for the performance of the obligations of the Employer, but shall be, and
remain, a general, unpledged, unrestricted asset of the Employer.7.2
    
    No AssignmentBenefits payable under the Plan will not be subject to assignment, transfer, sale, pledge,
encumbrance, alienation or charge by a Participant, surviving spouse, contingent annuitant or
Beneficiary, nor may any such benefits be taken, either voluntarily or involuntarily for
the satisfaction of the debts of, or other obligations or claims against, such person or entity,
including claims for
 30




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##### 



alimony, support, separate maintenance and claims in bankruptcy proceedings.
 7.3
    
    Expenses of PlanAll expenses of the Plan will be paid by the Employer.7.4
    
    Amendment or TerminationThe Plan may be amended or terminated at any time by the Board of
Directors; provided, however, that, to the extent required by Section
409A of the Code, the Plan may not be amended or terminated in a
manner that would give rise to an impermissible acceleration of the
time or form of a payment of a benefit under the Plan pursuant to
Section 409A(a)(3) of the Code and any regulations or guidance issued
thereunder. Further, no amendment or termination of the Plan may have
a material adverse impact upon the accrued benefits of anyone
participating in the Plan as of the amendment or termination date,
unless he or she consents to such amendment in writing; provided,
however, that if the Board of Directors determines that the terms of
the Plan do not, in whole or in part, satisfy the requirements of
Section 409A of the Code, then the Board of Directors may, in its sole
discretion, amend the Plan without obtaining any such consent in such
manner as the Board of Directors deems appropriate to comply with
Section 409A of the Code and any regulations or guidance issued
thereunder.7.5
    
    Limitation on Benefits and PaymentsA person entitled to benefits under the Plan shall have a claim upon
his or her Employer only to the extent of the monthly payments, if
any, due up to and including the then current month and shall not have
a claim against the
 31




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##### 



Employer for any subsequent monthly payment unless and until such payment shall become due
and payable. Notwithstanding any provision of the Plan to the contrary, the right of a
Participant or the Participants Beneficiary to receive retirement benefits otherwise
payable hereunder shall cease upon the discharge of the Participant from employment with
the Employer for acts that constitute fraud, embezzlement, or dishonesty.7.6
    
    Time of Payment ObligationsAny obligation hereunder to make a payment on a specified date shall
be deemed to have been satisfied in the event that such payment is
made within (i) ten days of such specified date if the payment is due
pursuant to Section 3.5 or (ii) 60 days after such specified date if
the payment is due pursuant to any other provision of the Plan.7.7
    
    Limitation of LiabilityThe Plan Administrator shall not be liable for any act or omission on
its part, excepting only its own willful misconduct or gross
negligence or except as otherwise expressly provided by applicable
law. To the extent permitted by applicable law and not otherwise
covered by insurance, the Employer shall indemnify and save harmless
the Plan Administrator against any and all claims, demands, suits or
proceedings in connection with the Plan that may be brought by
Participants or their Beneficiaries, or by any other person,
corporation, entity, government or agency thereof; provided, however,
that such indemnification shall not apply with respect to acts or
omissions of willful misconduct or gross negligence. The Board of
Directors, at the expense of the Employer, may settle any such claim
or demand asserted or suit or proceeding brought against the Plan
Administrator when such settlement appears to be in the best interest
of the Employer.
 32




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##### 



7.8
    
    Agent for Service of ProcessThe Plan Administrator or such other person as may from time to time
be designated by the Plan Administrator shall be the agent for
service of process under the Plan.7.9
    
    Delivery of Elections to Plan AdministratorAll elections, designation, requests, notices, instructions and other
communications required or permitted under the Plan from the
Employer, a Participant, Beneficiary or other person to the Plan
Administrator shall be on the Appropriate Form, shall be mailed by
first-class mail or delivered to such address as shall be specified
by the Plan Administrator, and shall be deemed to have been given or
delivered only upon actual receipt thereof by the Plan Administrator
at such location.7.10
    
    Delivery of Notice to ParticipantsAll notices, statements, reports and other communications required or
permitted under the Plan from the Employer or the Plan Administrator
to any officer, Participant, Beneficiary or other person shall be
deemed to have been duly given when delivered to, or when mailed by
first-class mail, postage prepaid, and addressed to such person at
the address last appearing on the records of the Plan Administrator.7.11
    
    No Enlargement of Employee RightsNo Participant shall have any right to receive retirement benefits
under the Plan except in accordance with the terms of the Plan.
Establishment of the
 33




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##### 



Plan shall not be construed to give any Participant the right to be retained in the service
of the Company or any Employer.
 7.12
    
    Tax WithholdingThe Employer shall withhold from Participants retirement benefits any taxes required to be
withheld under federal, state, or local law. Each Participant shall bear the ultimate
responsibility for payment of all taxes owed under this Plan.7.13
    
    Incapacity of RecipientIf any person entitled to a distribution under the Plan is deemed by
the Plan Administrator to be incapable of personally receiving and
giving a valid receipt for such payment, then, unless and until claim
therefor shall have been made by a duly appointed guardian or other
legal representative of such person, the Plan Administrator may
provide for such payment or any part thereof to be made to any other
person or institution then contributing toward or providing for the
care and maintenance of such person. Any such payment shall be a
payment for the account of such person and a complete discharge of
any liability of the Employer, the Plan Administrator and the Plan
therefor.7.14
    
    Unclaimed BenefitIn the event that all, or any portion, of the retirement benefits
payable to a Participant or Beneficiary hereunder shall, at the
expiration of five years after it shall become payable, remain unpaid
solely by reason of the inability of the Employer or the Plan
Administrator, after sending a registered letter, return receipt
requested, to the last known address, and after further diligent
effort,
 34




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##### 



to ascertain the whereabouts of such Participant or Beneficiary, the amount so
distributable shall be treated as a forfeiture and shall be retained by the Employer as
part of its general assets.
 
 35




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##### 



CONSTRUCTION OF THE PLAN
 8.1
    
    Construction of the PlanThe Plan is intended to constitute an arrangement that is unfunded and
maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees, within the meaning of ERISA. The provisions of the Plan
shall be construed, regulated and administered according to the laws
of the State of Tennessee, other than with respect to choice of law
and except to the extent preempted by federal law.8.2
    
    HeadingsThe headings in this document and in the table of contents prefixed
hereto are inserted only as a matter of convenience and for reference
and in no way define, limit, enlarge or describe the scope of intent
of the Plan and shall in no way affect the Plan or the construction of
any provisions thereof.8.3
    
    SeparabilityIf any provision of the Plan is held invalid or unenforceable, its
invalidity or unenforceability shall not affect any other provisions
of the Plan.8.4
    
    CounterpartsThis Plan has been established by the Company in accordance with the
resolutions adopted by the Board of Directors and may be executed in
any number of counterparts, each of which shall be deemed to be an
original. All the counterparts shall constitute one instrument, which
may be sufficiently evidenced by any one counterpart.
 36




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ATTEST:
    
    DOANE PET CARE COMPANYBy:
 
 37




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##### 



Participant Name
    
    Compensation Amount*Douglas J. Cahill
    
    $
    450,000Philip K. Woodlief
    
    $
    275,000David L. Horton
    
    $
    275,000Joseph J. Meyers
    
    $
    250,000Kenneth H. Koch
    
    $
    250,000
 
 * Compensation, determined without regard to performance bonuses, as in effect on the day
immediately preceding the Effective Date. 38




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##### 



Commencement Age
    
    Reduction Factor65
    
    
    100
    %64
    
    
    94.3
    %63
    
    
    89.0
    %62
    
    
    84.0
    %61
    
    
    79.2
    %60
    
    
    74.7
    %59
    
    
    70.5
    %58
    
    
    66.5
    %57
    
    
    62.7
    %56
    
    
    59.2
    %55
    
    
    55.8
    %
  39