Exhibit 4.1



                                 CIT GROUP INC.
                           DEFERRED COMPENSATION PLAN

I. Purpose.

         CIT Group Inc. (the "Company") hereby establishes the CIT Group Inc.
Deferred Compensation Plan (the "Plan"). The purpose of the Plan is to provide
Participants with an opportunity to defer payment of a portion of Base Salary
and/or Bonus as a means of saving for their retirement or other purposes. At all
times, this Plan shall be considered entirely unfunded, both for tax purposes
and for purposes of Title I of ERISA. This Plan is maintained primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees, and, therefore, is not intended to be a qualified
plan within the meaning of Code ss.ss. 401(a) and 501(a) and is not subject to
any of the participation, vesting, funding or fiduciary responsibility
provisions of ERISA.

II. Definitions.

         In this Plan, whenever the context so indicates, the singular or the
plural number and the masculine or feminine gender shall be deemed to include
the other, the terms "he," "his," and "him" shall refer to a Participant or a
Beneficiary of a Participant, as the case may be, and, except as otherwise
provided, or unless the context otherwise requires, the capitalized terms shall
have the following meanings:

         A. "Account" means any of the bookkeeping accounts established by the
Company with respect to the Participant under Section VIII of the Plan. An
Account will be maintained solely as a bookkeeping entry by the Company.

         B. "Affiliate" means any corporation which is included in a controlled
group of corporations (within the meaning of Code ss. 414(b)) which includes the
Company, any trade or business (whether or not incorporated) which is under
common control with the Company (within the meaning of Code ss. 414(c)), any
organization included in the same affiliated service group (within the meaning
of Code ss. 414(m)) as the Company and any other entity required to be
aggregated with the Company pursuant to the regulations under Code ss. 414(o).

         C. "Allocation Election" means an election by a Participant in
accordance with the provisions of Section IX of the Plan as to the allocation of
the Participant's future deferrals and/or existing Account balances among the
Investment Alternatives in which such amounts are Deemed Invested.

         D. "Allocation Election Form" means such form or other designated means
by which the Participant makes an Allocation Election or rebalances an Account.

         E. "Annually-Paid Performance-Based Bonus" means any performance-based
bonus which is earned and paid annually and which meets the requirements of Code
Section 409A with respect to performance-based compensation based on services
performed over a period of at least twelve months.

         F. "Base Salary" means a Participant's base pay, before reduction for
(i) taxes, (ii) any before-tax contributions made on the Participant's behalf
under any tax-qualified employee

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benefit plans established by the Company, such as the Savings Incentive Plan,
and (iii) any amount not included in the Participant's income pursuant to Code
ss. ss. 125, 129, or 132.

         G. "Beneficiary" or "Beneficiaries" means, with respect to a
Participant, any natural person(s), estate or trust(s) designated by the
Participant on the form provided by the Committee to receive the benefits
specified under the Plan in the event of the Participant's death. The
Participant's estate shall be the Beneficiary if:

                  (i) the Participant has not designated any natural person(s)
or trust(s) as Beneficiary, or

                  (ii) all designated Beneficiaries have predeceased the
Participant.

         H. "Board" means the Board of Directors of the Company and its
successors.

         I. "Bonus" means any Quarterly-Paid Performance-Based Bonus or
Annually-Paid Performance-Based Bonus payable to a Participant.

         J. "Change of Control" means the occurrence of either of the following
events:

               1. any Person or Group, as a result of a Transaction (as defined
in paragraph 2 below) or otherwise, becomes the Beneficial Owner, directly or
indirectly, of securities representing a majority of the combined voting power
of the Company's then outstanding securities generally entitled to vote for the
election of directors (capitalized terms not otherwise defined herein are used
as defined under the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder); or

               2. as a direct or indirect result of any cash tender offer,
acquisition of securities, merger or other business combination, acquisition or
sale of assets, actual or threatened election contest (including any settlement
thereof or any agreement intended to avoid or settle such a contest) or
contractual arrangement, or any combination of the foregoing (a "Transaction"),
the persons who were directors of the Company immediately before the Transaction
(the "Incumbent Board") shall cease to constitute at least a majority of the
Board of the Company or any successor to the Company (including any entity
resulting from such Transaction or which, as a result of such Transaction,
directly or indirectly owns or controls the Company or such successor or all or
substantially all of its assets); provided that any person becoming a director
after the Transaction whose election as a director was approved by a vote of at
least a majority of the directors then comprising the Incumbent Board shall be
deemed to be a member of the Incumbent Board.

         K. "Code" means the Internal Revenue Code of 1986, as it may be amended
from time to time, as well as regulations promulgated thereunder.

         L. "Committee" means the Employee Benefit Plans Committee of the
Company.

         M. "Deemed Investment" or "Deemed Invested" (as the context requires)
means the notional conversion of the balance held in a Participant's Account
into shares or units of the

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Investment Alternative(s) selected by the Participant as measuring devices for
determining the value of a Participant's Account.

         N. "Deferral Election" means an election by a Participant to defer a
portion of his Base Salary and/or Bonus in accordance with Section VI of the
Plan.

         O. "Deferral Election Form" means such form or other designated means
by which a Participant elects: (a) the amount of Base Salary and/or Bonus to
defer for the following Plan Year (in dollar amount or percentage); (b) the
Account to which the deferred amounts are to be credited; and (c) the
distribution schedule with respect to such amounts.

         P. "Deferred Amounts" means, with respect to a Participant, the sum of
(i) the Base Salary and/or Bonus that the Participant has elected to defer under
the Plan and (ii) any Makeup Contributions.

         Q. "Disability" means a disability such that a Participant (1) is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months; or (2) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health
plan covering employees of the Participant's employer.

         R. "Eligible Employee" means any U.S. employee of the Company who works
20 or more hours a week with the designation of Grade 418 or higher and any
non-U.S. employee with the designation of Grade 418 or higher whose eligibility
is approved by the Committee.

         S. "Eligible Termination" means a Participant's involuntary termination
of employment with the Company and each of its Affiliates due to (i) a reduction
in force, (ii) corporate downsizing, (iii) change in operations, (iv) permanent
facility relocation or closing, or other job elimination, in each case as
determined by the Committee in its discretion.

         T. "ERISA" means the Employee Retirement Income Security Act of 1974,
as it may be amended from time to time, as well as regulations promulgated
thereunder.

         U. "Investment Alternatives" mean the securities or other investments
as may be offered from time to time by the Committee, from which a Participant
may select to be used as measuring devices to determine the Deemed Investment
earnings or losses of the Participant's Account. A Participant shall have no
real or beneficial ownership in the security or other investment represented by
the Investment Alternative.

         V. "Key Employee" means "key employee" as defined in Code Section
416(i) and as determined in the sole discretion of the Committee.

         W. "Makeup Contribution" has the meaning given to it in Section VII of
the Plan.

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         X. "Makeup Contribution Account" means the bookkeeping account
established by the Company with respect to a Participant under Section VIII.D of
the Plan and which shall be credited with the Participant's Makeup Contributions
and any Deemed Investment earnings or losses thereon.

         Y. "Matching Contribution" has the meaning given to it in the Savings
Incentive Plan.

         Z. "Participant" means an Eligible Employee who has elected to make
Base Salary and/or Bonus deferrals in accordance with the Plan with respect to
any Plan Year.

         AA. "Plan" means this CIT Group Inc. Deferred Compensation Plan as
documented herein and as may be amended from time to time hereafter.

         BB. "Plan Year" means the twelve-month period beginning each January 1
and ending each December 31.

         CC. "Quarterly-Paid Performance-Based Bonus" means any
performance-based bonus which is earned and paid quarterly.

         DD. "Savings Incentive Plan" means the CIT Group Inc. Savings Incentive
Plan.

         EE. "Scheduled Withdrawal Account" means one or more bookkeeping
accounts established by the Company with respect to the Participant under
Section VIII.C of the Plan and which shall be credited with all or a portion of
the Participant's Base Salary and Bonus deferrals in accordance with the
Participant's Deferral Election and any Deemed Investment earnings or losses
thereon.

         FF. "Separation From Service" means a Participant's separation from
service with the Company or any Affiliate other than by reason of the
Participant's death or Disability, or as determined by the U.S. Secretary of the
Treasury.

         GG. "Separation From Service Account" means the bookkeeping account
established by the Company with respect to the Participant under Section VIII.B
of the Plan and which shall be credited with all or a portion of the
Participant's Base Salary and/or Bonus deferrals in accordance with the
Participant's Deferral Election and any Deemed Investment earnings or losses
thereon.

III. Effective Date and Duration of the Plan.

         The Plan shall be effective on the first day of the first annual
enrollment period, which shall occur prior to January 1 of the Plan Year which
commences in 2005, and shall remain in effect until such time as it may be
terminated by the Company in accordance with Section XII of the Plan.

IV. Administration.

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         A. The Plan shall be administered by the Committee. The Committee shall
have all powers necessary to accomplish such purpose, including the power and
authority to construe and interpret the Plan in its sole and absolute
discretion, to define the terms used herein, to prescribe, amend and rescind
rules and regulations, agreements, forms, and notices relating to the
administration of the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan. Any actions of the Committee with
respect to the Plan shall be final, conclusive and binding upon all persons
interested in the Plan. The Committee may appoint agents and delegate thereto
powers and duties under the Plan, except as otherwise limited by the Plan.

         B. Each member of the Committee shall be entitled, in good faith, to
rely or act upon any report or other information furnished to him or her by any
officer or other employee of the Company, the Company's independent certified
public accountants, or any executive compensation consultant, legal counsel, or
other professional retained by the Company. To the maximum extent permitted by
law, no member of the Committee, nor any person to whom ministerial duties have
been delegated by the Committee, shall be liable to any person for any action
taken or omitted in good faith in connection with the interpretation and
administration of the Plan. No member of the Committee shall be entitled to act
on or decide any matter relating solely to himself or any of his rights or
benefits under the Plan.

V. Eligibility and Participation.

         Every Eligible Employee shall be eligible to participate in the Plan
and shall become a Participant on the last business day of the enrollment period
with respect to his first election to make a deferral under the Plan in
accordance with Section VI of the Plan. An Eligible Employee who becomes a
Participant shall remain a Participant at all times prior to his death if the
value of his Account balance is greater than zero.

VI. Election to Defer.

         A. Timing of Deferral.

               1. An Eligible Employee may make a Deferral Election by
completing and submitting a Deferral Election Form during the annual enrollment
period established by the Committee as set forth below.

                  (a) Salary Deferrals.

                     (i) With respect to Salary to be earned in the first Plan
Year, which shall commence on January 1, 2005 (the "First Plan Year"), a
Participant may make a Deferral Election in the enrollment period which shall
occur prior to December 31, 2004 (the "First Enrollment Period").

                     (ii) With respect to Salary to be earned in subsequent Plan
Years, a Participant may make a Deferral Election during the enrollment period
which shall occur in the year prior to the Plan Year to which the Deferral
Election relates.

                  (b) Quarterly-Paid Performance-Based Bonus Deferrals.

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                     (i) A Participant may elect to defer a portion of any
Quarterly-Paid Performance-Based Bonus amounts to be earned in the first Plan
Year by completing and submitting a Deferral Election Form during the First
Enrollment Period.

                     (ii) A Participant may elect to defer a portion of any
Quarterly-Paid Performance-Based Bonus amounts to be earned in subsequent Plan
Years by completing and submitting a Deferral Election Form during the
enrollment period which shall occur in the year prior to the Plan Year to which
the Deferral Election relates.

                  (c) Annually-Paid Performance-Based Bonus Deferrals. A
Participant may elect to defer a portion of any Annually-Paid Performance-Based
Bonus amounts by making a Deferral Election during the enrollment period which
shall occur at least six months prior to the end of the performance period to
which such Annually-Paid Performance-Based Bonus relates.

                  (d) The following chart illustrates the timing provisions of
this Section VI.A.

<TABLE>
<CAPTION>

---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>
                                                      Year Earned                         Enrollment Period
---------------------------------------- -------------------------------------- --------------------------------------
                                                    First Plan Year                  Prior to December 31, 2004
                Salary
---------------------------------------- -------------------------------------- --------------------------------------
                                                 Subsequent Plan Years              Prior to the end of the year
                                                                                       preceding the Plan Year
---------------------------------------- -------------------------------------- --------------------------------------

Quarterly-Paid Performance-Based Bonus              First Plan Year                  Prior to December 31, 2004
---------------------------------------- -------------------------------------- --------------------------------------
                                                 Subsequent Plan Years              Prior to the end of the year
                                                                                       preceding the Plan Year
---------------------------------------- -------------------------------------- --------------------------------------
 Annually-Paid Performance-Based Bonus               Any Plan Year                No later than six months prior to
                                                                                  the end of the performance period
---------------------------------------- -------------------------------------- --------------------------------------
</TABLE>

               2. A Deferral Election shall become effective upon the last
business day of the enrollment period with respect to the Plan Year to which it
relates, or in the case of newly Eligible Employees as soon as practicable after
the date that such Deferral Election is received. A Deferral Election shall be
effective for the Plan Year to which it relates and shall expire at the end of
such Plan Year. A Deferral Election may not be modified during a Plan Year
except in the event of an Unforeseeable Emergency as provided in Section X.A of
the Plan.

               3. The Committee may, in its sole and absolute discretion, permit
an Employee who becomes an Eligible Employee during any Plan Year to make a
Deferral Election with respect to his Base Salary and Bonus which will be earned
during the balance of such Plan Year, within thirty (30) days of the date on
which the Employee first becomes an Eligible Employee.

         B. Amount of Deferral.

               1. Base Salary. A Participant may elect to defer up to twenty
percent (20%) of his Base Salary with respect to the Plan Year to which the
Deferral Election relates in whole

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percentages only. The minimum amount that the Participant may defer with respect
to a Plan Year is five percent (5%) of the Participant's Base Salary.

               2. Bonus. The maximum amount that a Participant may defer with
respect to a Plan Year is seventy-five percent (75%) of either his
Quarterly-Paid Performance-Based Bonus or Annually-Paid Performance-Based Bonus.
The minimum amount that a Participant may defer may be calculated, at the
discretion of the Participant, as either a percentage or a fixed dollar amount.
If calculated as a fixed dollar amount, the minimum amount that may be deferred
may not be less than $5,000 (i) for the year, in the case of an Annually-Paid
Performance-Based Bonus, or (ii) for any quarter, in the case of a
Quarterly-Paid Performance-Based Bonus. If calculated as a percentage, the
minimum amount that may be deferred is five percent (5%) of either his
Quarterly-Paid Performance-Based Bonus or Annually-Paid Performance-Based Bonus;
provided, however, that the percentage selected may not result in a dollar
amount that would be less than $5,000 (i) for the year, in the case of an
Annually-Paid Performance-Based Bonus, or (ii) for any quarter, in the case of a
Quarterly-Paid Performance-Based Bonus.

               3. Notwithstanding the foregoing, in the event a Participant's
Deferral Election results in insufficient non-deferred compensation from which
the Company may withhold taxes in accordance with applicable law and such other
amounts as may be required to be deducted from the amounts otherwise payable to
the Participant, the Participant's Deferral Election shall be reduced by the
amount necessary to allow the Company to satisfy such withholding requirements.

VII. Company Savings Incentive Plan Makeup Contribution.

         The Company shall make a Makeup Contribution to the Plan on behalf of a
Participant for each Plan Year with respect to which the Participant's Matching
Contribution is diminished as a result of his Deferral Election. The amount of
any Makeup Contribution with respect to a Plan Year shall equal the difference
between the maximum Matching Contribution that would have been credited to the
Participant's matching contribution account under the Savings Incentive Plan
with respect to such Plan Year had the Participant made no Deferral Election
under this Plan and the Matching Contribution actually credited to the
Participant's matching contribution account under the Savings Incentive Plan for
such Plan Year. The Company shall credit any Makeup Contribution with respect to
a Plan Year to the Participant's Makeup Contribution Account in accordance with
Section VIII.D. of the Plan.

VIII. Participant Accounts

         A. Establishment of Accounts. A Participant's Deferred Amounts for a
Plan Year shall be credited to his Account in accordance with this Section VIII
of the Plan. Unless otherwise determined by the Committee, amounts credited to
an Account shall be deemed to be invested in Deemed Investments, as provided in
Section IX of the Plan, as of the date so credited.

         B. Separation From Service Account. The Company shall establish a
Separation From Service Account with respect to a Participant in accordance with
the distribution election set forth in the Participant's Deferral Election Form
filed with the Committee. The Company shall credit a Participant's deferred Base
Salary and/or deferred Bonus amounts with respect to a

                                       7

<PAGE>

Plan Year to his Separation From Service Account in accordance with the
Participant's Deferral Election Form with respect to the Plan Year. The Company
shall credit the Deferred Amounts with respect to the Plan Year to the
Participant's Separation From Service Account as of the date on which the
amounts would have been paid by the Company to the Participant but for the
Participant's election to defer receipt hereunder, unless otherwise determined
by the Committee.

         C. Scheduled Withdrawal Account. The Company shall establish a
Scheduled Withdrawal Account with respect to a Participant to the extent that,
in his Deferral Election Form filed with the Committee, the Participant elects
to have the distribution of his deferred Base Salary and/or Bonus amounts
commence prior to his Separation From Service. Such election must specify the
calendar year in which such distribution shall commence, which must be at least
five (5) years after the first day of the Plan Year in which the Scheduled
Withdrawal Account is first established; provided, however, that the Company
shall not establish more than two Scheduled Withdrawal Accounts with respect to
the Participant. The timing of the commencement of the distribution shall be
subject to the approval of the Committee in its sole and absolute discretion.
The Company shall credit a Participant's deferred Base Salary and/or deferred
Bonus amounts with respect to a Plan Year to the Participant's Scheduled
Withdrawal Account(s) in accordance with the Participant's Deferral Election
Form filed by the Participant with the Committee with respect to the Plan Year.
The Company shall credit the deferred amounts with respect to the Plan Year to
the Participant's Scheduled Withdrawal Account(s) as of the date on which the
amounts would have been paid by the Company to the Participant but for the
Participant's election to defer receipt hereunder, unless otherwise determined
by the Committee.

         D. Makeup Contribution Account.

               1. The Company shall establish a Makeup Contribution Account with
respect to a Participant if the Company shall make a Makeup Contribution with
respect to such Participant. The Company shall credit any such Makeup
Contribution to the Participant's Makeup Contribution Account as soon as
practicable following the end of the Plan Year with respect to which such Makeup
Contribution shall be made, unless otherwise determined by the Committee.

               2. Notwithstanding anything in Section X to the contrary, no
Makeup Contribution credited to a Participant's Makeup Contribution Account
shall be vested unless and until such Participant is vested with respect to his
Matching Contribution Account under the Savings Incentive Plan.

IX. Investment of Accounts.

         A. Allocation Election. A Participant shall elect Investment
Alternatives from a menu provided by the Committee to be used as measuring
devices for determining the value of a Participant's Account. A Participant's
initial Allocation Election shall be made on the Allocation Election Form and
shall specify the Participant's allocations among the Investment Alternatives. A
Participant may make different Allocation Elections with respect to his
Separation From Service Account and Scheduled Withdrawal Account(s). A
Participant's Allocation Election with respect to his Separation From Service
Account shall also apply to his

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<PAGE>

Makeup Contribution Account. No separate Allocation Election may be made with
respect to a Participant's Makeup Contribution Account.

         B. Continuation of Investment Election. An Allocation Election
submitted by a Participant shall be deemed to be a continuing Allocation
Election with respect to existing Deferred Amounts and the allocation of any
future Deferred Amounts until a new Allocation Election is submitted by the
Participant in such form as may be specified by the Committee.

         C. Reallocation Among Investment Alternatives.

               1. A Participant may reallocate his Account balances on-line
daily among the Investment Alternatives by submitting a new Allocation Election
to the Committee in such form and at such time or times as may be specified by
the Committee. The Committee may, in its sole and absolute discretion, restrict
allocation or reallocation by Participants into or out of specified Investment
Alternatives or specify minimum or maximum amounts that may be allocated or
reallocated by Participants.

               2. If a Participant so elects, funds in his Accounts will be
automatically reallocated among his specified Investment Alternatives monthly,
quarterly or annually, on the first business day of such period, at the election
of the Participant, in a manner so as to preserve the balance of the
Participant's Allocation Elections, making adjustments as necessary to account
for earnings (or losses) on Deemed Investments and any withdrawals or
distributions.

         D. Change in Investment Alternatives. The Committee, in its sole and
absolute discretion, shall be permitted to add or remove Investment Alternatives
provided that any such additions or removals of Investment Alternatives shall
not be effective with respect to any period prior to the effective date of the
change.

         E. Account Valuation. A Participant's Account shall be valued as the
sum of the value of all Deemed Investments of the Account minus any withdrawals
or distributions from such Account. The amount of deemed income and appreciation
and depreciation in value of an Account will be credited and debited to, or
otherwise reflected in, the balance of such Account from time to time as
determined by the Committee.

         F. Company's Authority to Invest. Notwithstanding anything in this
Section IX to the contrary, the Company shall have the sole and exclusive
authority to invest any or all amounts deferred in any manner, regardless of the
Allocation Elections of the Participants. A Participant's election of Investment
Alternatives as measuring devices for determining the value of a Participant's
Account does not represent actual ownership of, or any ownership rights in or
to, the investments to which the Investment Alternatives refer, nor is the
Company in any way bound or directed to make actual investments corresponding to
Deemed Investments. A Participant's Allocation Election shall be used solely for
purposes of determining the value of such Participant's Accounts and the amount
of the corresponding liability of the Company in accordance with this Plan.

         G. Life Insurance. In the event that, in its discretion, the Company
purchases an insurance policy or policies insuring the life of a Participant to
allow the Company to recover the cost of providing the benefits hereunder,
neither the Participant, Participant's Beneficiary, nor

                                       9

<PAGE>

any other person shall have or acquire any rights whatsoever in such policy or
policies or in the proceeds therefrom.

X. Distributions.

         A. Unforeseeable Emergency Distribution. The Committee may, in its sole
and absolute discretion, make a partial or total distribution of the amounts
credited to a Participant's Account and/or modify or cancel a Participant's
Deferral Election with respect to a Plan Year upon the Participant's request and
a demonstration by the Participant of an Unforeseeable Emergency. An
Unforeseeable Emergency means a severe financial hardship to the Participant or
Beneficiary resulting from a sudden and unexpected illness or accident of the
Participant or Beneficiary, the Participant's or Beneficiary's spouse, or the
Participant's or Beneficiary's dependent (as defined under Code ss. 152(a));
loss of the Participant's or Beneficiary's property due to casualty; or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant or Beneficiary. The circumstances
that will constitute an Unforeseeable Emergency in any particular case shall be
determined by the Committee, in its sole and absolute discretion. If a
Participant demonstrates that an Unforeseeable Emergency has occurred, the
Company shall first cancel the Participant's Deferral Elections for the balance
of the Plan Year in which an Unforeseeable Emergency distribution request is
granted, and the Participant shall not be allowed to make a new Deferral
Election until the enrollment period that begins one full calendar year after
the date of such distribution. If the Participant demonstrates and the Committee
shall determine that a cancellation of the Participant's Deferral Election for
the balance of the Plan Year will not alleviate or remedy the Participant's or
Beneficiary's Unforeseeable Emergency, then, in addition to such aforementioned
cancellation of the Participant's Deferral Election, the Committee shall
authorize a distribution from the Participant's account in the amount deemed
necessary by the Committee, in its sole and absolute discretion, to alleviate or
remedy the Participant's or Beneficiary's Unforeseeable Emergency; provided,
however, that the amount of the distribution shall not exceed the amount needed
to satisfy the emergency plus taxes reasonably anticipated as a result of the
distribution. Distributions shall not be allowed to the extent that the hardship
may be relieved through reimbursement or compensation by insurance or otherwise,
or by liquidation of the Participant's assets (to the extent such liquidation
would not itself cause a severe financial hardship).

         B. Scheduled Withdrawal Account Distribution.

               1. General. A Scheduled Withdrawal Account distribution shall be
paid in accordance with the distribution schedule election made with respect
thereto. Distributions to the Participant shall commence on a date determined in
accordance with administrative practices following the distribution date or
dates selected by the Participant. A Participant may elect to have his
distributions paid in a single lump sum or in up to five (5) annual
installments; provided that no Scheduled Withdrawal Account distribution may
commence prior to the fifth anniversary of the first day of the Plan Year in
which the Scheduled Withdrawal Account was first established (the "Fifth
Anniversary"). Subject to Section X.A, a Participant may not make changes to a
Scheduled Withdrawal Account distribution schedule once it is submitted to the
Company.

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<PAGE>

               2. Separation From Service Prior to Commencement of Distribution.
Notwithstanding anything in paragraph 1 above to the contrary, in the event of a
Participant's Separation From Service prior to the commencement of distribution
of a Scheduled Withdrawal Account in accordance with the Participant's
distribution schedule, such Participant's Scheduled Withdrawal Account balance
will be distributed as follows.

                  (a) In the event of a Participant's Separation From Service
prior to the commencement of distribution of a Scheduled Withdrawal Account in
accordance with the Participant's distribution schedule and prior to the Fifth
Anniversary, the balance in such Scheduled Withdrawal Account will be
distributed in a single lump sum on a date determined in accordance with
administrative practices following the Participant's Separation From Service;
provided, however, that if the Participant is a Key Employee, no distribution
will be paid earlier than six months after the Participant's Separation From
Service.

                  (b) In the event of a Participant's Separation From Service
prior to the commencement of distribution of a Scheduled Withdrawal Account in
accordance with the Participant's distribution schedule and on or after the
Fifth Anniversary, the balance in such Scheduled Withdrawal Account will be
distributed in accordance with the distribution schedule elected by the
Participant with respect to such Scheduled Withdrawal Account.

         C. Separation From Service Account and Makeup Contribution Account
Distribution.

               1. Upon a Participant's Separation From Service, the vested
portion of a Participant's Makeup Contribution Account balance will be rolled
into the Participant's Separation From Service Account balance, which will be
distributed in accordance with the distribution schedule elected by the
Participant as set forth below. Distributions shall generally commence on a date
determined in accordance with administrative practices following the
distribution date or dates selected by the Participant. A Participant may elect
to have the distribution of his Separation From Service Account balance
(including the rolled in vested Makeup Contribution Account balance) commence
(i) upon Separation From Service; provided, however, that if the Participant is
a Key Employee, no distribution will be made earlier than six months after the
Participant's Separation From Service, or (ii) in any year up through the fifth
year following the year in which the Participant's Separation From Service
occurs. A Participant may elect to have his distribution paid in (x) a single
lump sum, (y) up to fifteen (15) annual installments or (z) an initial lump sum
followed by up to fifteen (15) annual installments. A Participant shall only be
entitled to receive distribution in annual installments, if so elected, if at
the time of the Participant's Separation From Service:

                  (a) the Participant has completed five (5) years of
participation in the Plan; or

                  (b) the Participant has completed four (4) years of
participation in the Plan and incurs an Eligible Termination.

         If the Participant does not meet the requirements set forth in either
(a) or (b) above, then, regardless of the Participant's election, he shall
receive distribution in a single lump sum.

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<PAGE>

               2. A Participant shall be permitted to make an election to delay
the timing or change the form of distribution of his Separation From Service
Account balance (including the rolled in vested Makeup Contribution Account
balance) by completing and submitting the appropriate form, or by such other
means as prescribed by the Committee, at any time prior to the Participant's
Separation From Service, provided such election must (i) not take effect until
at least twelve (12) months after the date on which the election is made, (ii)
be made at least thirteen (13) months prior to the date distribution would
otherwise have commenced and (iii) to the extent such election is intended to
delay the timing of the distribution, provide for an additional deferral period
of not less than five years from the date such distribution would otherwise have
been made. Any change that would result in the acceleration of a distribution as
determined by the Committee shall not be permitted.

         D. Death Distribution.

               1. Death Prior to Separation From Service. Should a Participant
die prior to his Separation From Service, the Participant's Beneficiary shall
receive the Participant's Account balance as follows:

                  (a) Separation From Service Account and Makeup Contribution
Account. In the event of a Participant's death prior to Separation From Service,
the Participant's Makeup Contribution Account balance will be rolled into the
Participant's Separation From Service Account balance, which will be paid in a
single lump sum on a date determined in accordance with administrative practices
following the Participant's death.

                  (b) Scheduled Withdrawal Account.

                     (i) Death Prior to Commencement of Distribution. In the
event of a Participant's death prior to Separation From Service and before the
distribution of the Participant's Scheduled Withdrawal Account has commenced,
the Participant's Beneficiary shall receive the balance in such Scheduled
Withdrawal Account in a single lump sum on a date determined in accordance with
administrative practices following the Participant's death.

                     (ii) Death After Commencement of Distribution. In the event
of a Participant's death prior to Separation From Service and after the
distribution of the Participant's Scheduled Withdrawal Account has commenced,
the Participant's Beneficiary shall receive the balance in such Scheduled
Withdrawal Account in accordance with the distribution schedule elected by the
Participant with respect to such Scheduled Withdrawal Account

               2. Death Following Separation From Service. Should a Participant
die following his Separation From Service the Participant's Beneficiary shall
receive the Participant's Account balance in accordance with the distribution
schedule(s) elected by the Participant.

               3. Beneficiary Designation. Beneficiary designations shall be
made by the Participant on a form or by such other means as prescribed by the
Committee. The Participant may, at any time, change or revoke such designation
in such form and manner as may be prescribed by the Committee. A Participant's
change or revocation of a Beneficiary designation

                                       12


<PAGE>

shall be effective upon the Committee's receipt of a new Beneficiary designation
or a revocation in the form and manner prescribed by the Committee. In the event
that more than one Beneficiary is designated and a Beneficiary predeceases the
Participant, his share shall be allocated proportionately among the remaining
Beneficiary(ies) surviving the Participant. If the Participant does not
designate a Beneficiary or if no designated Beneficiary survives the
Participant, those portions of the Participant's Account remaining unpaid upon
the Participant's death shall be paid to the Participant's estate in a single
lump sum as soon as practicable following the Participant's death.

         E. Disability Distribution. Notwithstanding anything to the contrary in
the Plan, in the event of a Participant's Disability prior to Separation From
Service, the Participant's Account will be distributed as follows:

               1. Separation From Service Account and Makeup Contribution
Account. In the event of a Participant's Disability, the Participant's Makeup
Contribution Account balance will be rolled into the Participant's Separation
From Service Account balance, which will be distributed as follows. Upon making
the initial election to defer amounts into a Separation From Service Account, a
Participant shall make an irrevocable election with respect to the treatment of
his Separation From Service Account balance (including the rolled in Makeup
Contribution Account balance) in the event of his Disability. A Participant may
elect that upon his Disability his benefit shall be distributed in (i) a single
lump sum (ii) up to fifteen (15) annual installments commencing in any year up
through the fifth year following the year in which the Disability occurs or
(iii) an initial lump sum followed by up to fifteen (15) annual installments.

               2. Scheduled Withdrawal Account. In the event of a Participant's
Disability, whether such Disability occurs before or after the distribution of a
Participant's Scheduled Withdrawal Account has commenced, the distribution of
such Scheduled Withdrawal Account will be in accordance with the distribution
schedule elected by the Participant with respect to such Scheduled Withdrawal
Account.

         F. Distribution if No Distribution Election Is Made. In the event that
at the time of a Participant's Separation From Service, Disability or death
there is no valid distribution election by a Participant on file with the
Committee, all distributions to the Participant will be made in a single lump
sum on a date determined in accordance with administrative practices following
the Participant's Separation From Service, Disability or death, as the case may
be; provided, however, that if the Participant is a Key Employee, no
distribution will be paid earlier than six months after the Participant's
Separation From Service.

         G. Small Account Balance Lump Sum Payment. Notwithstanding anything to
the contrary in this Section X, in the event that the balance in any of the
Participant's Accounts at the time of the Participant's Separation From Service,
Disability or death, or at any time thereafter, is less than twenty thousand
dollars ($20,000), such balance will automatically be paid in a single lump sum,
and any distribution election to the contrary shall be null and void; provided,
however, that if the Participant is a Key Employee, no distribution will be paid
earlier than six months after the Participant's Separation From Service.

                                       13


<PAGE>

         H. Prohibition On Acceleration of Distributions. Notwithstanding
anything to the contrary in the Plan, the Plan shall not permit the acceleration
of the time or schedule of any payment under the Plan, except as provided in the
Code.

         I. Pro-rata Subtraction from Investment Alternatives. In the event a
distribution under this Section X is less than a Participant's entire Account
balance and the earnings or losses on the Deemed Investments of the Account is
allocated over more than one Investment Alternative, the distribution shall be
deemed to be subtracted from each Investment Alternative in a pro-rata manner
determined by discretion of the Committee. All amounts needed for a distribution
will be deemed withdrawn from the Investment Alternative(s) as close in time as
is practicable to the requested distribution date. If a Participant has elected
to receive installment payments, unpaid balances will continue to earn gains or
losses based upon the performance of the Investment Alternative(s) that such
Participant has designated as his Deemed Investment(s).

         J. Non-deductibility under Code ss. 162(m). With respect to any
Participant who is a "covered employee" as defined in Code ss. 162(m), the
Committee may delay a distribution to such Participant if the Committee
concludes, in its sole and absolute discretion, that such distribution would not
be deductible by the Company under Code ss. 162(m) until such time as such
distribution would be deductible.

XI. Funding of the Plan.

         A. General Assets. All benefits in respect of a Participant under this
Plan shall be paid directly from either the general funds of the Company or a
"rabbi trust" (as described in Section XI.B of the Plan), created by the Company
for the purpose of informally funding the Plan. No special or separate fund
shall be established and no other segregation of assets shall be made to assure
payment of any benefits hereunder. No Participant or Beneficiary shall have any
right, title or interest whatever in or to any investments which the Company may
make to aid the Company in meeting its obligation hereunder, including any life
insurance policies owned by the Company on Participants' lives or assets held by
a rabbi trust. Nothing contained in this Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship, between the Company and any Participant or Beneficiary.
To the extent that any person acquires a right to receive distributions from the
Company hereunder, such rights are no greater than the right of an unsecured
general creditor of the Company.

         B. Rabbi Trust. The Company may, in its sole discretion, establish a
grantor trust, commonly known as a "rabbi trust," with an independent,
third-party trustee, as a vehicle for accumulating the assets needed to pay the
promised benefit. The Company may, in its sole and absolute discretion, from
time to time contribute to such rabbi trust, if established, such amounts as the
Company, in its sole and absolute discretion, shall so determine, provided,
however, that the Company shall be under no obligation to establish any such
trust or any other informal funding vehicle.

XII. Amendment and Plan Termination.

         A. Amendment and Plan Termination. The Plan is intended to be
permanent. But the Compensation Committee of the Board may at any time modify,
amend or terminate the

                                       14


<PAGE>

Plan; provided, however, that the Committee may adopt non-substantive amendments
which it may deem necessary or appropriate to facilitate the administration,
management, or interpretation of the Plan or to conform the Plan thereto, or to
maintain the Plan as a plan meeting the requirements of any applicable section
of law (including the Code and ERISA). Any such modification, amendment or
termination shall not cancel, reduce or otherwise adversely affect the amount of
benefits of any Participant accrued and/or, except as otherwise provided in this
Section XII, the form of payment of such benefits elected by such Participant in
accordance with Section X of the Plan as of the date of any such modification,
amendment, or termination, without the consent of the Participant.
Notwithstanding the foregoing, this Plan may not be suspended, amended,
otherwise modified, or terminated within twenty-four (24) months following a
Change of Control without the consent of a majority of the Participants, without
regard to the Participants' individual Account balances.

         B. Adverse Income Tax Determination/Compliance with Law.
Notwithstanding anything to the contrary in the Plan, if any Participant
receives a deficiency notice from the Internal Revenue Service (the "IRS")
asserting constructive receipt of amounts payable under the Plan, or if
legislation is passed or IRS regulations or other guidance is issued which
causes current income taxation of Deferred Amounts and/or the investment
earnings attributed thereto due to any Participant distribution, right to such
distribution, or other Plan provision, the Board, in its sole discretion, may
terminate the Plan or such Participant's participation in the Plan, and/or the
Committee or the Board may declare null and void any Plan provision with respect
to affected Participants. In addition, it is intended that this Plan comply with
all provisions of the Code and regulations and rulings in effect from time to
time regarding the permissible deferral of compensation and taxes thereon, and
it is understood that this Plan does so comply. If the laws of the United States
and regulations thereunder are amended or construed in such a way as to make
this Plan (or its intended deferral of compensation and taxes) in whole or in
part void, then the Board, in its sole discretion, may choose to terminate the
Plan or Participants' Deferral Elections with respect to the Plan Year to which
they relate or it may (to the extent it deems practicable) give effect to the
Plan in such a manner as it deems will best carry out the purposes and
intentions of the Plan.

XIII. Miscellaneous

         A. No Right to Assign. Other than by will, the laws of descent and
distribution, or by appointing a Beneficiary, no right, title or interest of any
kind in the Plan shall be transferable or assignable by a Participant (or his
Beneficiary) or be subject to alienation, anticipation, sale, pledge,
encumbrance, garnishment, attachment, levy, execution or other legal or
equitable process, nor be subject to the debts, contracts, liabilities or
engagements, or torts of any Participant or his Beneficiary. Any attempt to
alienate, sell, transfer, assign, pledge, garnish, attach or take any other
action subject to legal or equitable process or encumber or dispose of any
interest in the Plan shall be void. However, if, as a result of a divorce, a
Participant is responsible for child support, alimony, or marital property
rights payments, his benefit under the Plan may be assigned to meet those
payments if a "qualified domestic relations order" as defined in Code ss. 414(p)
has been issued for the Plan, as approved by the Committee.

         B. Successors. The provisions of Plan shall bind and inure to the
benefit of the Company and its successors and assigns. The term successor as
used herein shall include any

                                       15

<PAGE>

corporate or other business entity which shall, by merger, consolidation,
purchase or otherwise, acquire all or substantially all of the business and
assets of the Company, and successors of any such corporation or other business
entity.

         C. No Employment Rights Conferred. Nothing contained in the Plan shall
(i) confer upon any Participant any right with respect to continuation of
employment with the Company or any Affiliate, (ii) interfere in any way with the
right of the Company or any Affiliate to terminate a Participant's employment at
any time, or (iii) confer upon any Participant or other person any claim or
right to any distribution under the Plan except in accordance with its terms.

         D. Location Of Participants. Each Participant shall keep the Company
informed of his current address and the current address of his Beneficiary. The
Company shall not be obligated to search for any person. If such person is not
located within three (3) years after the date on which payment of the
Participant's benefits payable under this Plan may first be made, payment may be
made as though the Participant or his Beneficiary had died at the end of such
three-year period.

         E. Incompetent Individuals. The Committee may, from time to time,
establish rules and procedures which it determines to be necessary for the
proper administration of the Plan and the benefits payable to a Participant or
Beneficiary in the event that such Participant or Beneficiary is declared
incompetent and a conservator or other person is appointed and legally charged
with that Participant's or Beneficiary's care. Except as otherwise provided for
herein, when the Committee determines that such Participant or Beneficiary is
unable to manage his financial affairs, the Committee may pay such Participant's
or Beneficiary's benefits to such conservator, person legally charged with such
Participant's or Beneficiary's care, or institution then contributing toward or
providing for the care and maintenance of such Participant or Beneficiary. Any
such payment shall constitute a complete discharge of any liability of the
Company and the Plan for such Participant or Beneficiary.

         F. Indemnification. To the extent permitted by law, the Company shall
indemnify any employee or any director of the Company, or his and legal
representatives, against all liability and reasonable expenses, including
counsel fees, amounts paid in settlement and amounts of judgments, fines or
penalties, incurred or imposed upon him in connection with any claim, action,
suit or proceeding, whether civil, criminal, administrative or investigative,
arising from any act or omission in connection with his or her duties with
respect to this Plan, provided that such act or omission does not constitute
gross negligence or willful misconduct.

         G. Statements; Errors in Statements or Distributions. The Committee
will furnish to a Participant, in such manner as the Committee shall determine,
a statement reflecting the amounts credited to the Participant's Account and any
transactions therein from time to time and not less frequently than once each
calendar year. In the event an error is made in a statement, the error will be
corrected on the next statement following the date the error is discovered. In
the event of an error in a distribution, the Participant's Account shall,
immediately upon the discovery of the error, be adjusted to reflect the under or
over payment and, if possible, the next distribution shall be adjusted upward or
downward to correct the prior error. If the remaining balance of a Participant's
Account is insufficient to cover an erroneous overpayment, the Company may, at
its discretion and as allowed by law, offset other amounts payable to the

                                       16

<PAGE>

Participant from the Company (including, but not limited to, salary, bonuses,
expense reimbursements, severance benefits or other employee compensation
benefit arrangements, as allowed by law) to recoup the amount of such
overpayment.

         H. Receipt and Release. Distributions (in any form) to any Participant
or Beneficiary (or any legal representative thereof) in accordance with the
provisions of the Plan shall, to the extent thereof, be in full satisfaction of
all claims for Deferred Amounts and relating to any Account to which the
distributions relate against the Company or the Committee, and the Company may
require such Participant or Beneficiary (or any legal representative thereof),
as a condition to such distributions, to execute a receipt and release to such
effect.

         I. Tax Withholding. The Company shall have the right to deduct from
amounts otherwise payable in settlement of a Deferred Amount or Account any sums
that federal, state, local or foreign tax law requires to be withheld with
respect to such distribution.

         J. Headings and Subheadings. Headings and subheadings in the Plan are
for reference only, and if there is any conflict between such headings or
subheadings and the text of the Plan, the text shall control.

         K. Invalid or Unenforceable Provisions. If any provision of this Plan
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any other provisions hereof, and the Committee may elect in it
sole and absolute discretion to construe such invalid or unenforceable
provisions in a manner that conforms to applicable law or as if such provisions,
to the extent invalid or unenforceable, had not been included.

         L. Governing Law. This Plan and the Participant's participation in the
Plan shall be interpreted and applied in accordance with the laws of the State
of New York, without regard to conflicts of law principles, except to the extent
superseded by applicable federal law.


                                       17