exhibit101.htm


    EXHIBIT
10.1


      
         

      

      EXHIBIT
A

      TO

      2007
EQUITY INCENTIVE PLAN

      


      EXECUTIVE
AND KEY MANAGER 2009 PERFORMANCE SHARE SUB-PLAN

      


      This Executive and Key Manager 2009
Performance Share Sub-Plan (“Sub-Plan”) sets forth rules and regulations adopted
by the Committee for issuance of Performance Share Awards under Section 10 of
the 2007 Equity Incentive Plan (“Plan”).  This Sub-Plan shall apply to
Awards granted effective on and after January 1, 2009.  In addition,
the rules and regulations relating to the deferral of Awards set forth in this
Sub-Plan shall apply to any Awards which become vested on or after January 1,
2005.  Capitalized terms used in this Sub-Plan that are not defined
herein shall have the meaning given in the Plan.  In the event of any
conflict between this Sub-Plan and the Plan, the terms and conditions of the
Plan shall control.  No Award Agreement shall be required for
participation in this Sub-Plan.

      


      Section
1.  Definitions

      


      When used
in this Sub-Plan, the following terms shall have the meanings as set forth
below, and are in addition to the definitions set forth in the
Plan.  Defined terms used in this Sub-Plan and not defined below shall
have the meanings set forth in the Plan.

      


      
        	
                1.1

              	
                “Account” means
      the account used to record and track the number of Performance Shares
      granted to each Participant as provided in Section
  2.4.

              


      

      


      
        	
                1.2

              	
                “Award” as used
      in this Sub-Plan means each aggregate award of Performance Shares as
      provided in Section 2.2.

              


      

      


      
        	
                1.3

              	
                “Change of
      Control” means a change of control as defined for purposes of
      Section 409A of the Code.

              


      

      


      
        	
                1.4

              	
                “Disability”
      means disability as defined for purposes of Section 409A of the
      Code.

              


      

      


      
        	
                1.5

              	
                “Early
      Retirement” means Separation from Service after attaining age 55
      and completing at least 10 years of
service.

              


      

      


      
        	
                1.6

              	
                “Early Vesting
      Event” with respect to a Performance Award means the Participant’s
      death, Disability, Retirement, or Separation from Service as a result of a
      Divestiture, or any of the vesting events provided in Section 3.2 in
      connection with a Change in
Control.

              


      

      


      
        	
                1.7

              	
                “Earnings
      Growth” means the average rate of growth in the on-going earnings
      per share of the Company Stock during the Performance Period as determined
      by the Committee from time to time.

              


      

      


      
        	
                1.8

              	
                “Normal
      Retirement” means Separation from Service on or after attaining age
      65.

                 

              


      

      
        	
                1.9

              	
                “Peer Group”
      means the peer group of utilities designated by the Committee prior to the
      beginning of the Performance Period for which an Award is
      granted.

              


      

      


      
        	
                1.10

              	
                “Performance
      Period” for purposes of this Sub-Plan means three consecutive Years
      beginning with the Year in which an Award is
  granted.

              


      

      


      
        	
                1.11

              	
                “Performance
      Schedule” means Attachment 1 to this Sub-Plan, which sets forth the
      methodology for  calculating the Performance Share Awards
      applicable to this Sub-Plan.

              


      

      


      
        	
                1.12

              	
                “Performance
      Share” for purposes of this Sub-Plan means each unit of an Award
      granted to a Participant, the value of which is equal to the value of
      Company Stock as hereinafter
provided.

              


      

      


      
        	
                1.13

              	
                “Retire” or
      “Retirement”
      means Early Retirement or Normal
Retirement.

              


      

      


      
        	
                1.14

              	
                “Salary” means
      the regular base rate of compensation payable by the Company to a
      Participant on an annual basis.  Salary does not include
      bonuses, if any, or incentive compensation, if any.  Such
      compensation shall not be reduced by any deferrals made under any other
      plans or programs maintained by the
Company.

              


      

      


      
        	
                1.15

              	
                “Section 409A”
      means Section 409A of the Code, or any successor section under the Code,
      as amended and as interpreted by final or proposed regulations promulgated
      thereunder from time to time.

              


      

      


      
        	
                1.16

              	
                “Separation from
      Service” means separation from service with the Company as defined
      for purposes of Section 409A of the
Code.

              


      

      


      
        	
                1.17

              	
                “Total Shareholder
      Return” means the average annual percentage return realized by the
      owner of a share of Company Stock for each Year during a relevant
      Performance Period.  The annual percentage return is equal to
      the appreciation or depreciation in value of a share of Company Stock
      (which is equal to the average of the daily opening and closing value of
      the stock over the last thirty trading days of the relevant period minus
      the average of the daily opening and closing value of the stock over the
      last thirty trading days of the preceding Year) plus the dividends paid on
      such share during the relevant period, divided by the average of the daily
      opening and closing value of the stock over the last thirty trading days
      of the preceding Year.  

              


      

      


      
        	
                1.18

              	
                “Year” means a
      calendar year.

              


      

      


      
        	
                 
      

              	
                Section
      2.  Sub-Plan Participation and
Awards

              


      

      


      2.1           Participant
Selection.  Participants under this Sub-Plan shall be selected
by the Committee in its sole discretion as provided in Section 4.2 of the
Plan.

      


      2.2           Awards.  The
Committee may, in its sole discretion, grant Awards to some or all of the
Participants in the form of a specific number of Performance
Shares.  Fifty percent (50%) of the total Performance Shares granted
to the Participant shall vest based upon the Total Shareholder Return during the
Performance Period, and fifty percent (50%) of the total  Performance
Shares granted to the Participant shall vest based upon Earnings during the
Performance Period.  Except as described below, the target and maximum
value of any Award granted to any Participant in any calendar Year will be based
upon the following:

      


      
        	
                Participant

              	
                Target
      Award

              	
                Maximum
      Award

              
	
                CEO*

              	
                233%
      of Salary

              	
                291.25%
      of Salary

              
	
                COO*

              	
                184%
      of Salary

              	
                230%
      of Salary

              
	
                CFO*

              	
                133%
      of Salary

              	
                166.25%
      of Salary

              
	
                Presidents*/Executive
      VPs*

              	
                117%
      of Salary

              	
                146.25%
      of Salary

              
	
                Senior
      VPs*

              	
                100%
      of Salary

              	
                125%
      of Salary

              
	
                VP/Department
      Heads**

                           Level
      I

                           Level
      II

              	
                 

                80%
      of Salary

                67%
      of Salary

              	
                 

                100%
      of Salary 

                83.75%
      of Salary

              
	
                Key
      Managers

              	
                67%
      of Salary

              	
                83.75%
      of Salary

              


      

              *  Senior
Management Committee level position

              **Levels
shall be determined in the sole discretion of the Committee

      


      2.3           Award Valuation at
Grant.  In calculating the value of an Award for purposes of
Section 2.2, the value of each Performance Share shall be equal to the closing
price of a share of Stock on the last trading day of the Year before the
Performance Period begins.  The Participant’s Salary shall be
determined as of the January 1 preceding the date the Award is granted, or such
other time as is determined in the discretion of the Committee.  Each
Award is deemed to be granted on the day that it is approved by the
Committee.

      


      2.4           Accounting and Adjustment of
Awards.  The number of Performance Shares awarded to a
Participant shall be recorded in a separate Account for each
Participant.  The number of Performance Shares recorded in a
Participant’s Account shall be adjusted to reflect any splits or other
adjustments in the Stock in accordance with Section 6.4 of the
Plan.  If any cash dividends are paid on the Stock, the number of
Performance Shares in each Participant’s Account shall be increased by a number
equal to (i) the dividend multiplied by the number of Performance Shares in each
Participant’s Account, divided by (ii) the closing price of a share of Stock on
the payment date of the dividend.  No adjustment shall be made to any
outstanding Awards of a Retired Participant for cash dividends paid on Stock
during the Performance Period following the Retirement of the
Participant.

      


      2.5           Performance Schedule and
Calculation of Awards.

      


      (a)           The
Committee shall, as soon as practicable after the end of the Performance Period,
but in no event later than April 15 of the first Year immediately following
expiration of the Performance Period, certify as to (i) the Company’s Total
Shareholder Return over the Performance Period, (ii) the Company’s Total
Shareholder Return relative to the Peer Group over the Performance Period, (iii)
the Company’s rate of Earnings Growth over the Performance Period, and (iv) the
applicable percentage of the Performance Shares vesting in accordance with the
Performance Schedule contained in Attachment 1 hereto.

      


      (b)           Notwithstanding
the relative ranking of the Company’s Total Shareholder Return over the
Performance Period, the Committee may in its sole discretion, with respect to
any or all Participants, elect to vest fewer Performance Shares than indicated
by the Performance Schedule, and in no event shall the number of Performance
Shares to be vested based upon the Total Shareholder Return for the Performance
Period exceed the threshold level in the event of a negative absolute Total
Shareholder Return of the Company.  This subsection 2.5(b) shall cease
to apply upon the occurrence of a Change in Control.

      


      (c)           Except
with respect to the adjustments required or permitted by subsection (b) above,
the performance measures and the Performance Schedule will not change during any
Performance Period with regard to any Awards that have already been
granted.  The Committee reserves the right to modify or adjust the
performance measures and/or the Performance Schedule in the Committee’s sole
discretion with regard to future grants.

      


      (d)           Except
in the case of an Early Vesting Event, each Award shall become vested on January
1 immediately following the end of the applicable Performance
Period.  In no event shall such “normal” vesting date be construed to
be earlier than January 1 immediately following the end of the applicable
Performance Period.

      


      2.6           Payment of
Awards.  Except as provided in Section 3, Awards shall be paid
after expiration of the Performance Period.  The Company will issue
one share of Stock, or cash equal to the Fair Market Value of one share of
Stock, or a combination thereof as determined by the Committee, in payment for
each vested Performance Share (rounded to the nearest whole Performance Share)
credited to the Account of the Participant.  Payment shall be made as
follows:

      


      (a)           Normal
Payment.  Unless deferred as provided below, 100% of the vested
Performance Shares for a Performance Period shall paid no later than April 15 of
the Year immediately following expiration of the Performance
Period.  Shares of Stock issued to the Participant will be delivered
in certificated or uncertificated form, as the Participant shall
direct.

      


      (b)           Deferred
Payment.  Any Participant who is employed as a Department Head
or in a higher position as of the beginning of a Performance Period may elect to
defer the payment of his or her Performance Shares for that Performance Period
by executing a deferral election substantially in the form attached hereto as
Attachment 2, and returning it to the Vice President, Human Resources Department
no later than the end of the first Year of the Performance
Period.  Once made, this election shall be irrevocable except as may
be permitted by rules promulgated under Section 409A and allowed by the
Committee.

      


      2.7           Grantor
Trust.  In the case of a Change in Control, the Company shall,
subject to the restrictions in this Section 2.7 and Section 13.12 of the Plan,
irrevocably set aside shares of Stock or cash in one or more such grantor trusts
in an amount that is sufficient to pay each Participant employed by such Company
(or Designated Beneficiary), the net present value as of the date on which the
Change in Control occurs, of the earned benefits to which Participants (or their
Designated Beneficiaries) would be entitled pursuant to the terms of the Plan if
the value of their deferral account (if any) established pursuant to section
2.6(b) would be paid in a lump sum upon the Change in Control.  Any
such trust shall be subject to the claims of the general creditors of the
Sponsor or Company in the event of bankruptcy or insolvency of the Sponsor or
Company.  Notwithstanding the foregoing provisions of this Section
2.7, the Company shall establish no such trust if the assets thereof shall be
includable in the income of Participants thereby pursuant to Section
409A(b).

      


      Section
3.  Early Vesting and Forfeiture

      


      3.1           Retirement, Death,
Disability or Divestiture.  In the event of the Retirement,
Death, Disability or Separation from Service of a Participant due to Divestiture
prior to the end of a Performance Period, the outstanding Awards of the
Participant shall vest as follows:

      


      (a)           Retirement.  If
the Participant Retires on account of Normal Retirement during a Performance
Period, any outstanding Awards of the Participant for such Performance Period
shall vest as of the date of such Normal Retirement.  If the
Participant Retirees on account of Early Retirement during a Performance Period,
a portion of the outstanding Awards of the Participant for such Performance
Period shall vest as of the date of such Early Retirement.  Such
vested portion shall be determined by multiplying the number of unvested
Performance Shares for the Performance Period by a fraction, the numerator of
which is the number of full calendar months during the Performance Period
completed by the Participant prior to such Early Retirement, and the denominator
of which is 36.

      


      (b)           Death.   If
the Participant dies with fewer than six months remaining during a Performance
Period, any outstanding Awards of the Participant for such Performance Period
shall vest as of the date of death.  If the Participant dies with six
or more months remaining during a Performance Period, a portion of the
outstanding Awards of the Participant for such Performance Period shall vest as
of the date of death.  Such vested portion shall be determined by
multiplying the number of unvested Performance Shares for the Performance Period
by a fraction, the numerator of which is the number of full calendar months
during the Performance Period completed by the Participant prior to the date of
death, and the denominator of which is 36.

      


      (c)           Disability.  In
the event of the Separation from Service of a Participant due to Disability
during a Performance Period, a portion of the outstanding Awards of the
Participant for such Performance Period shall vest as of the date of Separation
from Service.  Such vested portion shall be determined by multiplying
the number of unvested Performance Shares for the Performance Period by a
fraction, the numerator of which is the number of full calendar months during
the Performance Period completed by the Participant prior to the Separation from
Service, and the denominator of which is 36.

      


      (d)           Divestiture.  If
the Participant Separates from Service due to Divestiture with fewer than six
months remaining during a Performance Period, any outstanding Awards of the
Participant for such Performance Period shall vest as of the date of Separation
from Service.  If the Participant Separates from Service due to
Divestiture with six or more months remaining during a Performance Period, a
portion of the outstanding Awards of the Participant for such Performance Period
shall vest as of the date of Separation from Service.  Such vested
portion shall be determined by multiplying the number of unvested Performance
Shares for the Performance Period by a fraction, the numerator of which is the
number of full calendar months during the Performance Period completed by the
Participant prior to the date of Separation from Service, and the denominator of
which is 36.

      


       3.2           Change in
Control.  In the event of a Change in Control prior to the
expiration of the Performance Period, any outstanding Award of the Participant
for any unexpired Performance Period shall be treated as follows:

      


      (a)           Awards Assumed by
Acquirer.  If the Award is assumed by the successor to the
Sponsor as of the date of the Change in Control, each outstanding Award not
previously forfeited shall continue to vest and shall be paid pursuant to the
terms of this Sub-Plan; provided, however, that in the event the employment of
the Participant is terminated by the Company without Cause following the Change
in Control, any outstanding Award shall become vested as of the termination
date.

      


      (b)           Awards Not Assumed by
Acquirer.  If the Award is not assumed by the successor to the
Sponsor as of the date of the Change in Control, any outstanding Award shall
become vested as of the date of the Change in Control.

      


      3.3           Payment of Awards Due to
Early Vesting Event.  Any Award that is vested prior to the end
of the Performance Period due to an Early Vesting Event in accordance with
Section 3.1 shall be paid as follows:

      


      (a)           Retirement.  In
the event of the Retirement of the Participant, the Participant’s vested Awards
shall be paid in accordance with Section 2.6 following the end of the
Performance Period for the Award; provided, that if the Participant has elected
to defer payment until a specified date certain and Retires before the date
specified in the deferral election, the Company will commence distribution of
the Deferred Award as soon as practicable on or after the later
of:  (i) the April 1 following the first anniversary of the date of
Retirement, or (ii) the April 1 of the year following the end of the Performance
Period, even though said date is earlier than the date specified in the deferral
election.  If the Participant dies following Retirement but prior to
the expiration of the Performance Period, the Participant’s outstanding vested
Awards shall be paid to the Participant’s Designated Beneficiary in accordance
with Section 3.3(b).

      


      (b)           Death.  In
the event of the death of the Participant with fewer than six months remaining
during a Performance Period, any outstanding Awards shall be paid in accordance
with Section 2.6 following the end of the Performance Period.  In the
event of the death of the Participant with six or more months remaining during a
Performance Period, payment for the Participant’s vested Awards shall be made to
the Participant’s Designated Beneficiary in an amount equal to the target value
of such Awards within thirty days after the Participant’s death, notwithstanding
any election to defer the payment of any Award under Section
2.6(b).

      


      (c)           Disability.  In
the event of the Separation from Service of a Participant due to Disability, the
Participant’s vested Awards shall be paid in accordance with Section 2.6
following the end of the Performance Period.

      


      (d)           Divestiture.  In
the event of the Separation from Service of the Participant due to Divestiture
with fewer than six months remaining during a Performance Period, any
outstanding Awards shall be paid in accordance with Section 2.6 following the
end of the Performance Period.  In the event of the Separation from
Service of the Participant due to Divestiture with six or more months remaining
during a Performance Period, payment for the Participant’s vested Awards shall
be made in an amount equal to the target value of such Awards within thirty days
after the Separation from Service due to Divestiture, notwithstanding any
election to defer the payment of any Award under Section 2.6(b).

      


      (e)           Change in
Control.  If the Award vests pursuant to Section 3.2(b) or by
reason of an involuntary termination of employment without Cause following a
Change in Control pursuant to Section 3.2(a), the target value of such Award
shall be paid within 30 days after such Early Vesting Event, notwithstanding any
election to defer the payment of any Award under Section 2.6(b).

      


      (f)           409A
Delay.  Notwithstanding subsections (a), (d) or (e) above, if
the Participant is a “key employee” as defined in Section 416(i) of the Code
(but determined without regard to paragraph 5 thereof or the 50 employee limit
on the number of officers treated as key employees), then payment shall not be
made before the date that is six months after the date of Separation from
Service (or, if earlier, the date of death of the Participant) and the amount of
any payment made in cash shall be based upon the value of the Performance Shares
as determined by reference to the closing price of the Stock on the trading day
occurring on or next following the date that is six months after the date of
Separation from Service of the Participant (or, if earlier the date of death of
the Participant).

      


      3.4           Other Termination of
Employment.  In the event that a Participant’s employment with
the Company terminates for any reason other than as provided in this Section 3,
any Award made to the Participant that has not vested as provided in Section 2
or Section 3 shall be forfeited.

      


      Section
4.  Payment of Taxes

      


      The
Company has the authority and the right to deduct or withhold, or require a
Participant to remit to the employer, an amount sufficient to satisfy federal,
state, and local taxes (including the Participant’s FICA obligation) required by
law to be withheld with respect to any taxable event arising as a result of the
vesting or settlement of the Performance Shares.  The obligations of
the Sponsor under this Sub-Plan will be conditional on such payment or
arrangements, and the Sponsor, and, where applicable, its Affiliates will, to
the extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the Participant.  By
participating in this Sub-Plan, each Participant thereby authorizes the Company
to instruct a third party broker or plan administrator to sell Shares earned by
the Participant upon settlement of the Performance Shares in an amount
sufficient to satisfy the amount required to be withheld for tax purposes, and
to remit the cash proceeds from such sale to the Company.

      


      Section
5.  Non-Assignability of Awards

      


      The
Awards and any right to receive payment under the Plan and this Sub-Plan may not
be anticipated, alienated, pledged, encumbered, or subject to any charge or
legal process, and if any attempt is made to do so, or a Participant becomes
bankrupt, then in the sole discretion of the Committee, any Award made to the
Participant which has not vested as provided in Sections 2 and 3 shall be
forfeited.

      


      Section
6.  Amendment and Termination

      


      This
Sub-Plan shall be subject to amendment, suspension, or termination as provided
in the Plan.  No action to amend, suspend or terminate this Sub-Plan
shall permit the acceleration of the time or schedule of the payment of any
Award granted under this Sub- Plan (except as provided in regulations under
Section 409A).

      


      Section
7.  Section 409A

      


      This
Sub-Plan shall be administered in compliance with Section 409A.

      


      IN WITNESS WHEREOF, this
instrument has been executed this ______ day of __________, 2009.

      


      PROGRESS ENERGY,
INC.

      


      


      By:                                                        


      William
D. Johnson

      Chief
Executive Officer

      



      
        
           


        

        
           


          
          

        

        
           


        

      


      
        	
                 
      

              	
                ATTACHMENT
      1

              


      

      


      
        	
                 
      

              	
                PERFORMANCE
      SCHEDULE

              


      

      


      
        	
                 
      

              	
                PERFORMANCE
      SHARE CALCULATION

              


      

      
        	
                 
      

              	
                for
      Post-2008 Performance Awards

                 

              


      

      
        
          
            
              
                
                  
                    
                      	
                              Ranking
      of Total Shareholder Return Relative to Peer Group 

                            	
                              Less
      than 40th
      Percentile

                            	
                              40th
      Percentile

                            	
                              50th
      Percentile

                            	
                              80th
      or Higher Percentile

                            
	
                              Vested
      % of Target Award Earned

                            	
                              0%

                            	
                              50%

                            	
                              100%

                            	
                              200%

                            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	Rate
      of Earnings Growth	 Less
      than 2%	 2%	 4%	 6%
      or Higher
	Vested
      % of Target Award Earned	 0%	 50%	 100%	 200%


                    

                  

                

              

            

          

        

      

       

      Committee
Discretion.  Unless a Change in Control shall have occurred,
the Committee retains the sole discretion to reduce the number of Performance
Shares earned, with respect to any or all Participants, if the formula would
result in payouts that the Committee deems to be disproportionate to Company
performance or other circumstances merit a reduction in the amounts
earned.  Notwithstanding the foregoing, the percentage of the target
award to be vested  based on Total Shareholder Return shall not exceed
50% (threshold level) if the absolute Total Shareholder Return of the Company
for the Performance Period is negative.

      


      
        


      

      Payment of
Awards.  The number of Performance Shares earned shall be paid
in accordance with the provisions of Section 2.6 or 3.3 of the Sub-Plan, as
appropriate.


      
        
           


        

        
           


          
          

        

        
           


        

      


      ATTACHMENT
2

      


      PERFORMANCE
SHARE SUB-PLAN

      200_  DEFERRAL
ELECTION FORM

      


      As a
Participant in the Performance Share Sub-Plan of the 2007 Equity Incentive Plan
("Sub-Plan"), I hereby elect to defer payment of my Award otherwise payable to
me by the Company and attributable to services to be performed by me during the
Performance Period beginning on January __, 200__.  This election
shall apply to [CHECK
ONE]:

      


      [  ]           100%
of the
Award                                                                [  ]    50%
of the Award

      [  ]           75%   of
the
Award                                                                [  ]    25%
of the Award

      


      Upon
vesting, I understand that my Award shall continue to be recorded in my Account
as Performance Shares as described in the Sub-Plan and adjusted to reflect the
payment and reinvesting of the Company’s common stock dividends over the
deferral period, until paid in full.

      


      I hereby
elect to defer receipt (or commencement of receipt) of my Award until the date
specified below [CHECK
ONE]:*

      


      [  ]           a
specific date certain at least 5 years from expiration

      of the Performance
Period:                                                                                       4/1/                   

      (month/day/year)

      


      [  ]           the
April 1 following the date of Retirement, or if later, the date which is six
months after the date of my Separation from Service for any reason (including
Retirement), if I am a “key employee” as defined in Section 416(i) of the Code
(but determined without regard to paragraph 5 thereof or the 50 employee limit
on the number of officers treated as key employees).

      


      [  ]           the
April 1 following the first anniversary of my date of Retirement

      


      *
Notwithstanding any election above, if I elect a date certain distribution and I
Retire before that date certain, I understand that the Company will commence
distribution of my Account as of the later of: (i) the April 1 following the
first anniversary of the date of Retirement, or (ii) the April 1 of the year
following the end of the Performance Period, even though said date is earlier
than 5 years from the expiration of the Performance Period.

      


      I hereby
elect to be paid as described in the Sub-Plan in the form of [CHECK ONE]:

      


      [  ]           a
single payment

      


      [  ]           annual
payments commencing on the date set forth above and payable on the anniversary
date thereof over:

      


      [  ]  a
two year period    [  ] a three year
period

      [  ]  a
four year period   [  ] a five year period

      


      I
understand that I will receive “earnings” on those deferred amounts when they
are paid to me.

      


      I
understand that the election made as indicated herein is irrevocable and that
all deferral elections are subject to the provisions of the Sub-Plan, including
provisions that may affect timing of distributions.

      


      I
understand that this deferral election is subject to the requirements of Section
409A of Code, and regulations and other guidance issued
thereunder.  The Company makes no representation or guarantee that any
tax treatment, including, but not limited to, federal, state and local income,
or estate and gift tax treatment, will be applicable with respect to the amounts
deferred.  The Company shall have no responsibility for the tax
consequences that I may incur as a result of Section 409A, regulations or
guidance issued thereunder, or any other provision of the Internal Revenue
Code.  I understand it is my responsibility to consult a legal or tax
advisor regarding the tax effects of this deferral election.  I
further acknowledge and agree that the Company may (but shall not be required
to) modify this election as necessary to comply with Section 409A and any
guidance or regulations issued thereunder.  I further agree to
cooperate in any manner necessary to ensure that this election is in compliance
with Section 409A and any guidance or regulations issued
thereunder.

      


      I
understand and acknowledge that my interests herein and my rights to receive
distribution of the deferred amounts may not be anticipated, alienated, sold,
transferred, assigned, pledged, encumbered, or subjected to any charge or legal
process, and if any attempt is made to do so, or I become bankrupt, my interest
may be terminated by the Committee, in its sole discretion, may cause the same
to be held or applied for the benefit of one or more of my dependents or make
any other disposition of such interests that it deems appropriate.  I
further understand that nothing in the Sub-Plan shall be interpreted or
construed to require the Company in any manner to fund any obligation to me, or
to my beneficiary(ies) in the event of my death.

       

      
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      (Signature)                                                                                     (Date)

       

      
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      (Print
Name)                                                                           (Company
Location)

      


      Received:

      Agent of
Chief Executive Officer

      


      
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      (Signature)                                                                                     (Date)