exv4w1



 





Exhibit 4.1




CHS Inc.

Deferred Compensation Plan

Master Plan Document



Adopted Effective December 30, 2004




 









 






CHS Inc.

Deferred Compensation Plan

Master Plan Document



TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page

	ARTICLE 1
	 	Definitions	 	 	1	 
	ARTICLE 2
	 	Selection, Enrollment, Eligibility	 	 	5	 
	2.1
	 	Selection by Committee	 	 	5	 
	2.2
	 	Enrollment and Eligibility Requirements; Commencement of Participation	 	 	5	 
	2.3
	 	Termination of a
Participant’s Eligibility	 	 	6	 
	ARTICLE 3
	 	Deferral Commitments/Company Contribution Amounts/Company Restoration Matching Amounts/ Vesting/Crediting/Taxes	 	 	6	 
	3.1
	 	Minimum Deferrals	 	 	6	 
	3.2
	 	Maximum Deferral	 	 	7	 
	3.3
	 	Election to Defer; Effect of Election Form	 	 	7	 
	3.4
	 	Withholding and Crediting of Annual Deferral Amounts	 	 	8	 
	3.5
	 	Company Contribution Amount	 	 	8	 
	3.6
	 	Company Restoration Matching Amount	 	 	8	 
	3.7
	 	Crediting of Amounts after Benefit Distribution	 	 	9	 
	3.8
	 	Vesting	 	 	9	 
	3.9
	 	Crediting/Debiting of Account Balances	 	 	10	 
	3.10
	 	FICA and Other Taxes	 	 	11	 
	ARTICLE 4
	 	Scheduled Distribution; Unforeseeable Financial Emergencies;	 	 	12	 
	4.1
	 	Scheduled Distribution	 	 	12	 
	4.2
	 	Postponing Scheduled Distributions	 	 	12	 
	4.3
	 	Certain Benefits Take Precedence Over Scheduled Distributions	 	 	13	 
	4.4
	 	Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies	 	 	13	 
	ARTICLE 5
	 	Change In Control Benefit	 	 	14	 
	5.1
	 	Change in Control Benefit	 	 	14	 
	5.2
	 	Payment of Change in Control Benefit	 	 	14	 
	ARTICLE 6
	 	Retirement Benefit	 	 	14	 
	6.1
	 	Retirement Benefit	 	 	14	 
	6.2
	 	Payment of Retirement Benefit	 	 	14	 







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CHS Inc.

Deferred Compensation Plan

Master Plan Document



	 	 	 	 	 	 	 
	 	 	 	 	Page

	ARTICLE 7
	 	Termination Benefit	 	 	15	 
	7.1
	 	Termination Benefit	 	 	15	 
	7.2
	 	Payment of Termination Benefit	 	 	15	 
	ARTICLE 8
	 	Disability Benefit	 	 	16	 
	8.1
	 	Disability Benefit	 	 	16	 
	8.2
	 	Payment of Disability Benefit	 	 	16	 
	ARTICLE 9
	 	Death Benefit	 	 	16	 
	9.1
	 	Death Benefit	 	 	16	 
	9.2
	 	Payment of Death Benefit	 	 	17	 
	ARTICLE 10
	 	Beneficiary Designation	 	 	17	 
	10.1
	 	Beneficiary	 	 	17	 
	10.2
	 	Beneficiary Designation; Change; Spousal Consent	 	 	17	 
	10.3
	 	Acknowledgement	 	 	17	 
	10.4
	 	No Beneficiary Designation	 	 	17	 
	10.5
	 	Doubt as to Beneficiary	 	 	17	 
	10.6
	 	Discharge of Obligations	 	 	17	 
	ARTICLE 11
	 	Leave of Absence	 	 	18	 
	11.1
	 	Paid Leave of Absence	 	 	18	 
	11.2
	 	Unpaid Leave of Absence	 	 	18	 
	ARTICLE 12
	 	Termination of Plan, Amendment or Modification	 	 	18	 
	12.1
	 	Termination of Plan	 	 	18	 
	12.2
	 	Amendment	 	 	19	 
	12.3
	 	Plan Agreement	 	 	19	 
	12.4
	 	Effect of Payment	 	 	19	 
	ARTICLE 13
	 	Administration	 	 	19	 
	13.1
	 	Committee Duties	 	 	19	 
	13.2
	 	Administration Upon Change In Control	 	 	20	 
	13.3
	 	Agents	 	 	20	 
	13.4
	 	Binding Effect of Decisions	 	 	20	 
	13.5
	 	Indemnity of Committee	 	 	20	 
	13.6
	 	Employer Information	 	 	21	 







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Deferred Compensation Plan

Master Plan Document



	 	 	 	 	 	 	 
	 	 	 	 	Page

	ARTICLE 14
	 	Other Benefits and Agreements	 	 	21	 
	14.1
	 	Coordination with Other Benefits	 	 	21	 
	ARTICLE 15
	 	Claims Procedures	 	 	21	 
	15.1
	 	Presentation of Claim	 	 	21	 
	15.2
	 	Notification of Decision	 	 	21	 
	15.3
	 	Review of a Denied Claim	 	 	22	 
	15.4
	 	Decision on Review	 	 	22	 
	15.5
	 	Legal Action	 	 	22	 
	15.6
	 	Determinations	 	 	23	 
	ARTICLE 16
	 	Trust	 	 	23	 
	16.1
	 	Establishment of the Trust	 	 	23	 
	16.2
	 	Interrelationship of the Plan and the Trust	 	 	23	 
	16.3
	 	Distributions From the Trust	 	 	23	 
	ARTICLE 17
	 	Miscellaneous	 	 	23	 
	17.1
	 	Status of Plan	 	 	23	 
	17.2
	 	Unsecured General Creditor	 	 	24	 
	17.3
	 	Employer’s Liability	 	 	24	 
	17.4
	 	Nonassignability	 	 	24	 
	17.5
	 	Not a Contract of Employment	 	 	24	 
	17.6
	 	Furnishing Information	 	 	24	 
	17.7
	 	Terms	 	 	24	 
	17.8
	 	Captions	 	 	24	 
	17.9
	 	Governing Law	 	 	25	 
	17.10
	 	Notice	 	 	25	 
	17.11
	 	Successors	 	 	25	 
	17.12
	 	Spouse’s Interest	 	 	25	 
	17.13
	 	Validity	 	 	25	 
	17.14
	 	Incompetent	 	 	25	 
	17.15
	 	Deduction Limitation on Benefit Payments	 	 	26	 
	17.16
	 	Insurance	 	 	26	 







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CHS Inc.

Deferred Compensation Plan

Master Plan Document



CHS INC.

DEFERRED COMPENSATION PLAN

Adopted Effective December 30, 2004




Purpose




     The purpose of this Plan is to provide specified benefits to Directors and
a select group of management or highly compensated Employees who contribute
materially to the continued growth, development and future business success of
CHS Inc., a Minnesota corporation, and its subsidiaries, if any, that sponsor
this Plan. This Plan shall be unfunded for tax purposes and for purposes of
Title I of ERISA.



ARTICLE 1



Definitions




     For the purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:




	1.1	 	“Account Balance” shall mean, with respect to a Participant, an entry on
the records of the Employer equal to the sum of (i) the Deferral Account
balance, (ii) the Company Contribution Account balance, and (iii) the
Company Restoration Matching Account balance. The Account Balance shall be
a bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant,
or his or her designated Beneficiary, pursuant to this Plan.
	 
	1.2	 	“Annual Deferral Amount” shall mean that portion of a Participant’s Base
Salary, Bonus and Director Fees that a Participant defers in accordance
with Article 3 for any one Plan Year, without regard to whether such
amounts are withheld and credited during such Plan Year. In the event of
a Participant’s Retirement, Disability, death or Termination of Employment
prior to the end of a Plan Year, such year’s Annual Deferral Amount shall
be the actual amount withheld prior to such event.
	 
	1.3	 	“Annual Installment Method” shall be an annual installment payment over
the number of years selected by the Participant in accordance with this
Plan, calculated as follows: (i) for the first annual installment, the
Participant’s vested Account Balance shall be calculated as of the close
of business on or around the Participant’s Benefit Distribution Date, as
determined by the Committee in its sole discretion, and (ii) for remaining
annual installments, the Participant’s vested Account Balance shall be
calculated on every anniversary of such calculation date, as applicable.
Each annual installment shall be calculated by multiplying this balance by
a fraction, the numerator of which is one and the denominator of which is
the remaining number of annual payments due the Participant. By way of
example, if the Participant elects a ten (10) year Annual Installment
Method for the Retirement Benefit, the first payment shall be 1/10 of the
vested Account Balance, calculated as described in this definition. The
following year, the payment shall be 1/9 of the vested Account Balance,
calculated as described in this definition.
	 
	1.4	 	“Base Salary” shall mean the annual cash compensation relating to
services performed during any calendar year, excluding distributions from
nonqualified deferred compensation plans, bonuses, commissions, overtime,
fringe benefits, profit sharing contributions, stock options,




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CHS Inc.

Deferred Compensation Plan

Master Plan Document




	 	 	relocation expenses, incentive payments, non-monetary awards, director
fees and other fees, and automobile and other allowances paid to a
Participant for employment services rendered (whether or not such
allowances are included in the Employee’s gross income). Base Salary
shall be calculated before reduction for compensation voluntarily deferred
or contributed by the Participant pursuant to all qualified or
nonqualified plans of any Employer and shall be calculated to include
amounts not otherwise included in the Participant’s gross income under
Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans
established by any Employer; provided, however, that all such amounts will
be included in compensation only to the extent that had there been no such
plan, the amount would have been payable in cash to the Employee. In no
event shall Base Salary include any amounts payable to the Participant
prior to the commencement of his or her participation in this Plan.
	 
	1.5	 	“Beneficiary” shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 10, that are entitled to
receive benefits under this Plan upon the death of a Participant.
	 
	1.6	 	“Beneficiary Designation Form” shall mean the form established from time
to time by the Committee that a Participant completes, signs and returns
to the Committee to designate one or more Beneficiaries.
	 
	1.7	 	“Benefit Distribution Date” shall mean the date that triggers
distribution of a Participant’s vested Account Balance. A Participant’s
Benefit Distribution Date shall be determined upon the occurrence of any
one of the following:






	(a)	 	If the Participant Retires, his or her Benefit Distribution
Date shall be the last day of the six-month period immediately
following the date on which the Participant Retires; provided,
however, in the event the Participant changes his or her Retirement
Benefit election in accordance with Section 6.2(a), his or her
Benefit Distribution Date shall be postponed in accordance with such
Section 6.2(a); or
	 
	(b)	 	If the Participant experiences a Termination of Employment, his
or her Benefit Distribution Date shall be the last day of the
six-month period immediately following the date on which the
Participant experiences a Termination of Employment; or
	 
	(c)	 	The date on which the Committee is provided with proof that is
satisfactory to the Committee of the Participant’s death, if the
Participant dies prior to the complete distribution of his or her
vested Account Balance; or
	 
	(d)	 	The date on which the Committee determines the Participant is
Disabled; or
	 
	(e)	 	The date on which the Company experiences a Change in Control,
as determined by the Committee in its sole discretion, if (i) the
Participant has elected to receive a Change in Control Benefit, as
set forth in Section 5.1 below, and (ii) if a Change in Control
occurs prior to the Participant’s Termination of Employment,
Retirement, death or Disability.






	1.8	 	“Board” shall mean the board of directors of the Company.
	 
	1.9	 	“Bonus” shall mean any compensation, in addition to Base Salary, earned
by a Participant for services rendered during a Plan Year as further
specified on an Election Form approved by the Committee in its sole
discretion, under any Employer’s annual bonus and cash incentive plans.





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CHS Inc.

Deferred Compensation Plan

Master Plan Document




	1.10	 	“Change in Control” shall be defined in accordance with Treasury
Regulations promulgated pursuant to Code Section 409A, including such
Regulations as may be issued after the Effective Date of this Plan.
	 
	1.11	 	“Change in Control Benefit” shall have the meaning set forth in Article
5.
	 
	1.12	 	“Claimant” shall have the meaning set forth in Section 15.1.
	 
	1.13	 	“Code” shall mean the Internal Revenue Code of 1986, as it may be amended
from time to time.
	 
	1.14	 	“Committee” shall mean the committee described in Article 13.
	 
	1.15	 	“Company” shall mean CHS Inc., a Minnesota corporation, and any successor
to all or substantially all of the Company’s assets or business.
	 
	1.16	 	“Company Contribution Account” shall mean (i) the sum of the
Participant’s Company Contribution Amounts, plus (ii) amounts credited or
debited to the Participant’s Company Contribution Account in accordance
with this Plan, less (iii) all distributions made to the Participant or
his or her Beneficiary pursuant to this Plan that relate to the
Participant’s Company Contribution Account.
	 
	1.17	 	“Company Contribution Amount” shall mean, for any one Plan Year, the
amount determined in accordance with Section 3.5.
	 
	1.18	 	“Company Restoration Matching Account” shall mean (i) the sum of all of a
Participant’s Company Restoration Matching Amounts, plus (ii) amounts
credited or debited to the Participant’s Company Restoration Matching
Account in accordance with this Plan, less (iii) all distributions made to
the Participant or his or her Beneficiary pursuant to this Plan that
relate to the Participant’s Company Restoration Matching Account.
	 
	1.19	 	“Company Restoration Matching Amount” shall mean, for any one Plan Year,
the amount determined in accordance with Section 3.6.
	 
	1.20	 	“Death Benefit” shall mean the benefit set forth in Article 9.
	 
	1.21	 	“Deduction Limitation” shall mean the limitation on a benefit that may
otherwise be distributable pursuant to the provisions of this Plan, as set
forth in Section 17.15.
	 
	1.22	 	“Deferral Account” shall mean (i) the sum of all of a Participant’s
Annual Deferral Amounts, plus (ii) amounts credited or debited to the
Participant’s Deferral Account in accordance with this Plan, less (iii)
all distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to his or her Deferral Account.
	 
	1.23	 	“Director” shall mean any member of the board of directors of any
Employer.
	 
	1.24	 	“Director Fees” shall mean the annual fees earned by a Director from any
Employer, including retainer fees and meetings fees, as compensation for
serving on the board of directors.
	 
	1.25	 	“Disability” or “Disabled” shall mean that a Participant is (i) 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 (ii) 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





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CHS Inc.

Deferred Compensation Plan

Master Plan Document




	 	 	less than 12 months, receiving income replacement benefits for a
period of not less than 3 months under an accident or health plan covering employees of the
Participant’s Employer.
	 
	1.26	 	“Disability Benefit” shall mean the benefit set forth in Article 8.
	 
	1.27	 	“Election Form” shall mean the form, which may be in electronic format,
established from time to time by the Committee that a Participant
completes, signs and returns to the Committee to make an election under
the Plan.
	 
	1.28	 	“Employee” shall mean a person who is an employee of any Employer.
	 
	1.29	 	“Employer(s)” shall mean the Company and/or any of its subsidiaries (now
in existence or hereafter formed or acquired) that have been selected by
the Board to participate in the Plan and have adopted the Plan as a
sponsor.
	 
	1.30	 	“ERISA” shall mean the Employee Retirement Income Security Act of 1974,
as it may be amended from time to time.
	 
	1.31	 	“401(k) Plan” shall mean, with respect to an Employer, a plan qualified
under Code Section 401(a) that contains a cash or deferral arrangement
described in Code Section 401(k), adopted by the Employer, as it may be
amended from time to time, or any successor thereto.
	 
	1.32	 	“Participant” shall mean any Employee or Director (i) who is selected to
participate in the Plan, (ii) who submits an executed Plan Agreement,
Election Form and Beneficiary Designation Form, which are accepted by the
Committee, and (iii) whose Plan Agreement has not terminated.
	 
	1.33	 	“Plan” shall mean the CHS Inc. Deferred Compensation Plan, which shall be
evidenced by this instrument and by each Plan Agreement, as they may be
amended from time to time.
	 
	1.34	 	“Plan Agreement” shall mean a written agreement, as may be amended from
time to time, which is entered into by and between an Employer and a
Participant. Each Plan Agreement executed by a Participant and the
Participant’s Employer shall provide for the entire benefit to which such
Participant is entitled under the Plan; should there be more than one Plan
Agreement, the Plan Agreement bearing the latest date of acceptance by the
Employer shall supersede all previous Plan Agreements in their entirety
and shall govern such entitlement. The terms of any Plan Agreement may be
different for any Participant, and any Plan Agreement may provide
additional benefits not set forth in the Plan or limit the benefits
otherwise provided under the Plan; provided, however, that any such
additional benefits or benefit limitations must be agreed to by both the
Employer and the Participant.
	 
	1.35	 	“Plan Year” shall mean a period beginning on January 1 of each calendar
year and continuing through December 31 of such calendar year. The first
Plan Year for which the Plan shall be in effect shall commence on January
1, 2005.
	 
	1.36	 	“Retirement”, “Retire(s)” or “Retired” shall mean, with respect to an
Employee, separation from service with all Employers for any reason other
than a leave of absence, death or Disability on or after the earlier of
the attainment of (a) age sixty-five (65) or (b) age fifty-five (55) with
ten (10) Years of Service; and shall mean with respect to a Director who
is not an Employee, separation from service as a Director with all Employers on or after the attainment of age
sixty (60).
	 
	1.37	 	“Retirement Benefit” shall mean the benefit set forth in Article 6.





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CHS Inc.

Deferred Compensation Plan

Master Plan Document




	1.38	 	“Scheduled Distribution” shall mean the distribution set forth in Section 4.1.
	 
	1.39	 	“Terminate the Plan”, “Termination of the Plan” shall mean a
determination by an Employer’s board of directors that (i) all of its
Participants shall no longer be eligible to participate in the Plan, (ii)
all deferral elections for such Participants shall terminate, and (iii)
such Participants shall no longer be eligible to receive company
contributions under this Plan.
	 
	1.40	 	“Termination Benefit” shall mean the benefit set forth in Article 7.
	 
	1.41	 	“Termination of Employment” shall mean the separation from service with
all Employers, voluntarily or involuntarily, for any reason other than
Retirement, Disability, death or an authorized leave of absence. If a
Participant is both an Employee and a Director, a Termination of
Employment shall occur only upon the termination of the last position
held.
	 
	1.42	 	“Trust” shall mean one or more trusts established by the Company in
accordance with Article 16.
	 
	1.43	 	“Unforeseeable Financial Emergency” shall mean an unanticipated emergency
that is caused by an event beyond the control of the Participant that
would result in severe financial hardship to the Participant resulting
from (i) a sudden and unexpected illness or accident of the Participant,
the Participant’s spouse, or a dependent of the Participant, (ii) a loss
of the Participant’s property due to casualty, or (iii) such other similar
extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant, all as determined in the
sole discretion of the Committee.
	 
	1.44	 	“Years of Service” shall mean an Employee’s period of service with CHS
Inc. or a related Employer measured in full years. A Participant shall
receive credit for one full year of “Service” for each Plan Year in which
the Participant had at least 1,000 hours of service for a participating
Employer or related Employer.





ARTICLE 2



Selection, Enrollment, Eligibility





	2.1	 	Selection by Committee. Participation in the Plan shall be limited to
Directors and, as determined by the Committee in its sole discretion, a
select group of management or highly compensated Employees. From that
group, the Committee shall select, in its sole discretion, those
individuals who may actually participate in this Plan.
	 
	2.2	 	Enrollment and Eligibility Requirements; Commencement of Participation.






	(a)	 	As a condition to participation, each Director or selected
Employee who is eligible to participate in the Plan effective as of
the first day of a Plan Year shall complete, execute and return to
the Committee a Plan Agreement, an Election Form and a Beneficiary
Designation Form, prior to the first day of such Plan Year, or such
other earlier deadline
as may be established by the Committee in its sole discretion. In
addition, the Committee shall establish from time to time such other
enrollment requirements as it determines, in its sole discretion,
are necessary.
	 
	(b)	 	A Director or selected Employee who first becomes eligible to
participate in this Plan after the first day of a Plan Year must
complete these requirements within thirty (30) days after he or she
first becomes eligible to participate in the Plan, or within such
other earlier





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Deferred Compensation Plan

Master Plan Document




	 	 	deadline as may be established by the Committee, in its
sole discretion, in order to participate for that Plan Year. In such
event, such person’s participation in this Plan shall not commence
earlier than the date determined by the Committee pursuant to Section
2.2(c) and such person shall not be permitted to defer under this
Plan any portion of his or her Base Salary, Bonus and/or Director
Fees that are paid with respect to services performed prior to his or
her participation commencement date.
	 
	(c)	 	Each Director or selected Employee who is eligible to
participate in the Plan shall commence participation in the Plan on
the date that the Committee determines, in its sole discretion, that
the Director or Employee has met all enrollment requirements set
forth in this Plan and required by the Committee, including returning
all required documents to the Committee within the specified time
period. Notwithstanding the foregoing, the Committee shall process
such Participant’s deferral election as soon as administratively
practicable after such deferral election is submitted to and accepted
by the Committee.
	 
	(d)	 	If a Director or an Employee fails to meet all requirements
contained in this Section 2.2 within the period required, that
Director or Employee shall not be eligible to participate in the Plan
during such Plan Year.






	2.3	 	Termination of a Participant’s Eligibility. The Committee shall have the
right, in its sole discretion, to (i) terminate any deferral election the
Participant has made for the remainder of the Plan Year in which the
Committee makes such determination, (ii) prevent the Participant from
making future deferral elections, and/or (iii) take further action that
the Committee deems appropriate. Notwithstanding the foregoing, in the
event of a Termination of the Plan in accordance with Section 1.39, the
termination of the affected Participants’ eligibility for participation in
the Plan shall not be governed by this Section 2.3, but rather shall be
governed by Section 1.39 and Section 12.1. In the event that a
Participant is no longer eligible to defer compensation under this Plan,
the Participant’s Account Balance shall continue to be governed by the
terms of this Plan until such time as the Participant’s Account Balance is
paid in accordance with the terms of this Plan.





ARTICLE 3



Deferral Commitments/Company Contribution Amounts/

Company Restoration Matching Amounts/ Vesting/Crediting/Taxes





	3.1	 	Minimum Deferrals.






	(a)	 	Annual Deferral Amount. For each Plan Year, a Participant may
elect to defer, as his or her Annual Deferral Amount, Base Salary,
Bonus and/or Director Fees in the following minimum amounts for each
deferral elected:





	 	 	 	 	 
	Deferral
	 	Minimum Amount

	Base Salary and/or Bonus
	 	$2,000 aggregate
	Director Fees
	 	$	0	 







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CHS Inc.

Deferred Compensation Plan

Master Plan Document




	 	 	If the Committee determines, in its sole discretion, prior to the
beginning of a Plan Year that a Participant has made an election for
less than the stated minimum amounts, or if no election is made, the
amount deferred shall be zero. If the Committee determines, in its
sole discretion, at any time after the beginning of a Plan Year that
a Participant has deferred less than the stated minimum amounts for
that Plan Year, any amount credited to the Participant’s Account
Balance as the Annual Deferral Amount for that Plan Year shall be
distributed to the Participant within sixty (60) days after the last
day of the Plan Year in which the Committee determination was made.
	 
	(b)	 	Short Plan Year. Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan
Year the minimum Annual Deferral Amount shall be an amount equal to
the minimum set forth above, multiplied by a fraction, the numerator
of which is the number of complete months remaining in the Plan Year
and the denominator of which is 12.






	3.2	 	Maximum Deferral.






	(a)	 	Annual Deferral Amount. For each Plan Year, a Participant may
elect to defer, as his or her Annual Deferral Amount, Base Salary,
Bonus and/or Director Fees up to the following maximum percentages
for each deferral elected:





	 	 	 	 	 
	Deferral
	 	Maximum Percentage

	Base Salary
	 	 	30	%
	Bonus
	 	 	100	%
	Director Fees
	 	 	100	%








	(b)	 	Short Plan Year. Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan
Year, the maximum Annual Deferral Amount shall be limited to the
amount of compensation not yet earned by the Participant as of the
date the Participant submits a Plan Agreement and Election Form to
the Committee for acceptance.






	3.3	 	Election to Defer; Effect of Election Form.






	(a)	 	First Plan Year. In connection with a Participant’s
commencement of participation in the Plan, the Participant shall make
an irrevocable deferral election for the Plan Year in which the
Participant commences participation in the Plan, along with such
other elections as the Committee deems necessary or desirable under
the Plan. For these elections to be valid, the Election Form must be
completed and signed by the Participant,
timely delivered to the Committee (in accordance with Section 2.2
above) and accepted by the Committee.
	 
	(b)	 	Subsequent Plan Years. For each succeeding Plan Year, an
irrevocable deferral election for that Plan Year, and such other
elections as the Committee deems necessary or desirable under the
Plan, shall be made by timely delivering a new Election Form to the
Committee, in accordance with its rules and procedures, before the
end of the Plan Year preceding the Plan Year for which the election
is made. If no such Election Form is





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Deferred Compensation Plan

Master Plan Document




	 	 	timely delivered for a Plan
Year, the Annual Deferral Amount shall be zero for that Plan Year.
	 
	(c)	 	Performance-Based Compensation. Notwithstanding the foregoing,
the Committee may, in its sole discretion, determine that an
irrevocable deferral election pertaining to performance-based
compensation may be made by timely delivering a new Election Form to
the Committee, in accordance with its rules and procedures, no later
than six (6) months before the end of the performance service period.
“Performance-based compensation” shall be compensation based on
services performed over a period of at least twelve (12) months, in
accordance with Code Section 409A and related guidance.






	3.4	 	Withholding and Crediting of Annual Deferral Amounts. For each Plan
Year, the Base Salary portion of the Annual Deferral Amount shall be
withheld from each regularly scheduled Base Salary payroll in equal
amounts, as adjusted from time to time for increases and decreases in Base
Salary. The Bonus and/or Director Fees portion of the Annual Deferral
Amount shall be withheld at the time the Bonus or Director Fees are or
otherwise would be paid to the Participant, whether or not this occurs
during the Plan Year itself. Annual Deferral Amounts shall be credited to
a Participant’s Deferral Account as soon as reasonably practicable
following the time such amounts would otherwise have been paid to the
Participant.
	 
	3.5	 	Company Contribution Amount.






	(a)	 	For each Plan Year, an Employer may be required to credit
amounts to a Participant’s Company Contribution Account in accordance
with employment or other agreements entered into between the
Participant and the Employer. Such amounts shall be credited on the
date or dates prescribed by such agreements.
	 
	(b)	 	For each Plan Year, an Employer, in its sole discretion, may,
but is not required to, credit any amount it desires to any
Participant’s Company Contribution Account under this Plan, which
amount shall be for that Participant the Company Contribution Amount
for that Plan Year and shall include any amounts credited in
accordance with Section 3.5(a) above. The amount so credited to a
Participant may be smaller or larger than the amount credited to any
other Participant, and the amount credited to any Participant for a
Plan Year may be zero, even though one or more other Participants
receive a Company Contribution Amount for that Plan Year. The
Company Contribution Amount described in this Section 3.5(b), if any,
shall be credited on a date or dates to be determined by the
Committee, in its sole discretion.
	 
	(c)	 	Notwithstanding any provision in this Plan to the contrary,
Company Contribution Amounts may, as applicable, be distributed at
the time or times determined under the
relevant terms of the Company’s plan, agreement or other arrangement
under which such amounts were contributed to this Plan.






	3.6	 	Company Restoration Matching Amount. A Participant’s Company Restoration
Matching Amount for any Plan Year shall be an amount determined by the
Committee, in its sole discretion, to make up for certain limits
applicable to the 401(k) Plan or other qualified plan for such Plan Year,
as identified by the Committee, or for such other purposes as determined
by the Committee in its sole discretion. The amount so credited to a
Participant under this Plan for any Plan Year (i) may be smaller or larger
than the amount credited to any other Participant, and (ii)





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	 	 	may differ
from the amount credited to such Participant in the preceding Plan Year.
The Participant’s Company Restoration Matching Amount, if any, shall be
credited on a date or dates to be determined by the Committee, in its sole
discretion.
	 
	3.7	 	Crediting of Amounts after Benefit Distribution. Notwithstanding any
provision in this Plan to the contrary, should the complete distribution
of a Participant’s vested Account Balance occur prior to the date on which
any portion of (i) the Annual Deferral Amount that a Participant has
elected to defer in accordance with Section 3.3, (ii) the Company
Contribution Amount, or (iii) the Company Restoration Matching Amount,
would otherwise be credited to the Participant’s Account Balance, such
amounts shall not be credited to the Participant’s Account Balance, but
shall be paid to the Participant in a manner determined by the Committee,
in its sole discretion.
	 
	3.8	 	Vesting.






	(a)	 	A Participant shall at all times be 100% vested in his or her
Deferral Account.
	 
	(b)	 	A Participant shall be vested in his or her Company
Contribution Account in accordance with the vesting schedule(s) set
forth in his or her Plan Agreement, employment agreement, any other
agreement entered into between the Participant and his or her
Employer, or as declared by the Committee in its sole discretion. If
not addressed in such agreements or declared by the Committee, a
Participant shall vest in each Company Contribution Amount, plus
amounts credited and debited on such amount, on the anniversary of
the date on which such Company Contribution Amount was credited to
the Company Contribution Account, in accordance with the following
schedule; provided, however, that the Participant must be in the
service of an Employer as an Employee on such anniversary to receive
vesting credit:





	 	 	 	 	 
	Time Elapsed Following Crediting of	 	 
	Company Contribution Amount
	 	Vested Percentage

	Less than 1 year
	 	 	0	%
	1 year or more, but less than 2 years
	 	 	33	%
	2 years or more, but less than 3 years
	 	 	66	%
	3 years or more
	 	 	100	%








	 	 	A new vesting schedule shall apply to each Company Contribution
Amount credited to the Participant’s Company Contribution Account.
	 
	(c)	 	A Participant shall be vested in his or her Company Restoration
Matching Account only to the extent that the Participant would be
vested in such amounts under the provisions of the 401(k) Plan, as
determined by the Committee in its sole discretion.
	 
	(d)	 	Notwithstanding anything to the contrary contained in this
Section 3.8, in the event that, while a Participant is employed by an
Employer or in the service of the Company as a Director, a Change in
Control occurs (whether or not Article 5 has been implemented) or the
Participant Retires, dies or becomes Disabled, the Participant’s
Company Contribution Account and Company Restoration Matching Account
shall immediately





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	 	 	become 100% vested (if it is not already vested in
accordance with the above vesting schedules).
	 
	(e)	 	Notwithstanding subsection 3.8(d) above, the vesting schedule
for a Participant’s Company Contribution Account and Company
Restoration Matching Account shall not be accelerated upon a Change
in Control to the extent that the Committee determines that such
acceleration would cause the deduction limitations of Section 280G of
the Code to become effective. In the event that all of a
Participant’s Company Contribution Account and/or Company Restoration
Matching Account is not vested pursuant to such a determination, the
Participant may request independent verification of the Committee’s
calculations with respect to the application of Section 280G. In
such case, the Committee must provide to the Participant within
ninety (90) days of such a request an opinion from a nationally
recognized accounting firm selected by the Participant (the
“Accounting Firm”). The opinion shall state the Accounting Firm’s
opinion that any limitation in the vested percentage hereunder is
necessary to avoid the limits of Section 280G and contain supporting
calculations. The cost of such opinion shall be paid for by the
Company.
	 
	(f)	 	Section 3.8(e) shall not prevent the acceleration of the
vesting schedule applicable to a Participant’s Company Contribution
Account and/or Company Restoration Matching Account if such
Participant is entitled to a “gross-up” payment, to eliminate the
effect of the Code section 4999 excise tax, pursuant to his or her
employment agreement or other agreement entered into between such
Participant and the Employer.






	3.9	 	Crediting/Debiting of Account Balances. In accordance with, and subject
to, the rules and procedures that are established from time to time by the
Committee, in its sole discretion, amounts shall be credited or debited to
a Participant’s Account Balance in accordance with the following rules:






	(a)	 	Measurement Funds. The Participant may elect one or more of
the measurement funds selected by the Committee, in its sole
discretion, which are based on certain mutual funds or other
collective investment vehicles (the “Measurement Funds”), for the
purpose of crediting or debiting additional amounts to his or her
Account Balance. As necessary, the Committee may, in its sole
discretion, discontinue, substitute or add a Measurement Fund. Each
such action will take effect as of the first day of the first
calendar quarter that begins at least thirty (30) days after the day
on which the Committee gives Participants advance written notice of
such change.
	 
	(b)	 	Election of Measurement Funds. A Participant, in connection
with his or her initial deferral election in accordance with Section
3.3(a) above, shall elect, on the Election
Form, one or more Measurement Fund(s) (as described in Section
3.9(a) above) to be used to determine the amounts to be credited or
debited to his or her Account Balance. If a Participant does not
elect any of the Measurement Funds as described in the previous
sentence, the Participant’s Account Balance shall automatically be
allocated into the money market Measurement Fund, as determined by
the Committee from time to time, in its sole discretion. The
Participant may (but is not required to) elect, by submitting an
Election Form to the Committee that is accepted by the Committee, to
add or delete one or more Measurement Fund(s) to be used to
determine the amounts to be credited or debited to his or her
Account Balance, or to change the portion of his or her Account





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	 	 	Balance allocated to each previously or newly elected Measurement
Fund. If an election is made in accordance with the previous
sentence, it shall apply as of the first business day deemed
reasonably practicable by the Committee, in its sole discretion, and
shall continue thereafter for each subsequent day in which the
Participant participates in the Plan, unless changed in accordance
with the previous sentence.
	 
	(c)	 	Proportionate Allocation. In making any election described in
Section 3.9(b) above, the Participant shall specify on the Election
Form, in increments of one percent (1%), the percentage of his or her
Account Balance or Measurement Fund, as applicable, to be
allocated/reallocated.
	 
	(d)	 	Crediting or Debiting Method. The performance of each
Measurement Fund (either positive or negative) will be determined on
a daily basis based on the manner in which such Participant’s Account
Balance has been hypothetically allocated among the Measurement Funds
by the Participant.
	 
	(e)	 	No Actual Investment. Notwithstanding any other provision of
this Plan that may be interpreted to the contrary, the Measurement
Funds are to be used for measurement purposes only, and a
Participant’s election of any such Measurement Fund, the allocation
of his or her Account Balance thereto, the calculation of additional
amounts and the crediting or debiting of such amounts to a
Participant’s Account Balance shall not be considered or construed in
any manner as an actual investment of his or her Account Balance in
any such Measurement Fund. In the event that the Company or the
Trustee (as that term is defined in the Trust), in its own
discretion, decides to invest funds in any or all of the investments
on which the Measurement Funds are based, no Participant shall have
any rights in or to such investments themselves. Without limiting
the foregoing, a Participant’s Account Balance shall at all times be
a bookkeeping entry only and shall not represent any investment made
on his or her behalf by the Company or the Trust; the Participant
shall at all times remain an unsecured creditor of the Company.






	3.10	 	FICA and Other Taxes.






	(a)	 	Annual Deferral Amounts. For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the
Participant’s Employer(s) shall withhold from that portion of the
Participant’s Base Salary and/or Bonus that is not being deferred, in
a manner determined by the Employer(s), the Participant’s share of
FICA and other employment taxes on such Annual Deferral Amount. If
necessary, the Committee may reduce the Annual Deferral Amount in
order to comply with this Section 3.10.
	 
	(b)	 	Company Restoration Matching Account and Company Contribution
Account. When a Participant becomes vested in a portion of his or
her Company Restoration Matching Account and/or Company Contribution
Account, the Participant’s Employer(s) shall withhold from that
portion of the Participant’s Base Salary and/or Bonus that is not
deferred, in a manner determined by the Employer(s), the
Participant’s share of FICA and other employment taxes on such
Company Restoration Matching Amount and/or Company Contribution
Amount. If necessary, the Committee may reduce the vested portion of
the Participant’s Company Restoration Matching Account or Company
Contribution Account, as applicable, in order to comply with this
Section 3.10.





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	(c)	 	Distributions. The Participant’s Employer(s), or the trustee
of the Trust, shall withhold from any payments made to a Participant
under this Plan all federal, state and local income, employment and
other taxes required to be withheld by the Employer(s), or the
trustee of the Trust, in connection with such payments, in amounts
and in a manner to be determined in the sole discretion of the
Employer(s) and the trustee of the Trust.





ARTICLE 4



Scheduled Distribution; Unforeseeable Financial Emergencies





	4.1	 	Scheduled Distribution. In connection with each election to defer an
Annual Deferral Amount, a Participant may irrevocably elect to receive a
Scheduled Distribution, in the form of a lump sum payment, from the Plan
with respect to all or a portion of the Annual Deferral Amount. The
Scheduled Distribution shall be a lump sum payment in an amount that is
equal to the portion of the Annual Deferral Amount the Participant elected
to have distributed as a Scheduled Distribution, plus amounts credited or
debited in the manner provided in Section 3.9 above on that amount,
calculated as of the close of business on or around the date on which the
Scheduled Distribution becomes payable, as determined by the Committee in
its sole discretion. Subject to the other terms and conditions of this
Plan, each Scheduled Distribution elected shall be paid out during a sixty
(60) day period commencing immediately after the first day of any Plan
Year designated by the Participant. The Plan Year designated by the
Participant must be at least two (2) Plan Years after the end of the Plan
Year to which the Participant’s deferral election described in Section 3.3
relates. By way of example, if a Scheduled Distribution is elected for
Annual Deferral Amounts that are earned in the Plan Year commencing
January 1, 2005, the Scheduled Distribution would become payable during a
sixty (60) day period commencing January 1, 2008.
	 
	4.2	 	Postponing Scheduled Distributions. A Participant may elect to postpone a
Scheduled Distribution described in Section 4.1 above, and have such
amount paid out during a sixty (60) day period commencing immediately
after an allowable alternative distribution date designated by the
Participant in accordance with this Section 4.2. In order to make this
election, the Participant must submit a new Scheduled Distribution
Election Form to the Committee in accordance with the following criteria:






	(a)	 	Such Scheduled Distribution Election Form must be submitted to
and accepted by the Committee in its sole discretion at least twelve
(12) months prior to the Participant’s previously designated
Scheduled Distribution Date;
	 
	(b)	 	The new Scheduled Distribution Date selected by the Participant
must be the first day of a Plan Year, and must be at least five years
after the previously designated Scheduled Distribution Date;
	 
	(c)	 	The election of the new Scheduled Distribution Date shall have
no effect until at least twelve (12) months after the date on which
the election is made;






	 	 	     Provided, however, a Participant may elect to postpone each Scheduled
Distribution no more than three (3) times.




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	4.3	 	Certain Benefits Take Precedence Over Scheduled Distributions. Should a
Benefit Distribution Date occur that triggers a benefit under Articles 5,
7, 8, or 9, any Annual Deferral Amount that is subject to a Scheduled
Distribution election under Section 4.1 shall not be paid in accordance
with Section 4.1, but shall be paid in accordance with the other
applicable Article. The occurrence of a Benefit Distribution Date that
triggers a Retirement Benefit under Article 6 shall not take precedence
over any Annual Deferral Amount that is subject to a Scheduled
Distribution election; such amount(s) shall be paid in accordance with the
applicable Scheduled Distribution election. Notwithstanding the
foregoing, the Committee shall interpret this Section 4.3 in a manner that
is consistent with Code Section 409A and other applicable tax law,
including but not limited to guidance issued after the effective date of
this Plan.
	 
	4.4	 	Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.






	(a)	 	If the Participant experiences an Unforeseeable Financial
Emergency, the Participant may petition the Committee to suspend
deferrals of Base Salary, Bonus and Director Fees to the extent
deemed necessary by the Committee to satisfy the Unforeseeable
Financial Emergency. If suspension of deferrals is not sufficient to
satisfy the Participant’s Unforeseeable Financial Emergency, or if
suspension of deferrals is not required under Code Section 409A and
other applicable tax law, the Participant may further petition the
Committee to receive a partial or full payout from the Plan. The
Participant shall only receive a payout from the Plan to the extent
such payout is deemed necessary by the Committee to satisfy the
Participant’s Unforeseeable Financial Emergency, plus amounts
reasonably necessary to pay taxes reasonably anticipated as a result
of the distribution.
	 
	(b)	 	The payout shall not exceed the lesser of (i) the Participant’s
vested Account Balance, calculated as of the close of business on or
around the date on which the amount becomes payable, as determined by
the Committee in its sole discretion, or (ii) the amount necessary to
satisfy the Unforeseeable Financial Emergency, plus amounts
reasonably necessary to pay taxes reasonably anticipated as a result
of the distribution. Notwithstanding the foregoing, a Participant
may not receive a payout from the Plan to
the extent that the Unforeseeable Financial Emergency is or may be
relieved (A) through reimbursement or compensation by insurance or
otherwise, (B) by liquidation of the Participant’s assets, to the
extent the liquidation of such assets would not itself cause severe
financial hardship or (C) by suspension of deferrals under this
Plan, if the Committee, in its sole discretion, determines that
suspension is required by Code Section 409A and other applicable tax
law.
	 
	(c)	 	If the Committee, in its sole discretion, approves a
Participant’s petition for suspension, the Participant’s deferrals
under this Plan shall be suspended as of the date of such approval.
If the Committee, in its sole discretion, approves a Participant’s
petition for suspension and payout, the Participant’s deferrals under
this Plan shall be suspended as of the date of such approval and the
Participant shall receive a payout from the Plan within sixty (60)
days of the date of such approval.
	 
	(d)	 	Notwithstanding the foregoing, the Committee shall interpret
all provisions relating to suspension and/or payout under this
Section 4.4 in a manner that is consistent with Code





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	 	 	 Section 409A and
other applicable tax law, including but not limited to guidance
issued after the effective date of this Plan.





ARTICLE 5

Change in Control Benefit





	5.1	 	Change in Control Benefit. The provisions of this Change in Control
Benefit Article shall not be implemented unless and until the Committee
shall so determine in its discretion, and, upon being implemented, shall
be subject to such conditions and limitations as the Committee may
prescribe from time to time for administrative convenience and to comply
with the provisions of Code Section 409A. A Participant, in connection
with his or her commencement of participation in the Plan, shall
irrevocably elect on an Election Form whether to (i) receive a Change in
Control Benefit upon the occurrence of a Change in Control, which shall be
equal to the Participant’s vested Account Balance, calculated as of the
close of business on or around the Participant’s Benefit Distribution
Date, as determined by the Committee in its sole discretion, or (ii) to
have his or her Account Balance remain in the Plan upon the occurrence of
a Change in Control and to have his or her Account Balance remain subject
to the terms and conditions of the Plan. If a Participant does not make
any election with respect to the payment of the Change in Control Benefit,
then such Participant’s Account Balance shall remain in the Plan upon a
Change in Control and shall be subject to the terms and conditions of the
Plan.
	 
	5.2	 	Payment of Change in Control Benefit. The Change in Control Benefit, if
any, shall be paid to the Participant in a lump sum no later than sixty
(60) days after the Participant’s Benefit Distribution Date.
Notwithstanding the foregoing, the Committee shall interpret all
provisions in this Plan relating to a Change in Control Benefit in a
manner that is consistent with Code Section 409A and other applicable tax
law, including but not limited to guidance issued after the effective date
of this Plan.





ARTICLE 6



Retirement Benefit





	6.1	 	Retirement Benefit. A Participant who Retires shall receive, as a
Retirement Benefit, his or her vested Account Balance, calculated as of
the close of business on or around the Participant’s Benefit Distribution
Date, as determined by the Committee in its sole discretion.
	 
	6.2	 	Payment of Retirement Benefit.






	(a)	 	A Participant, in connection with his or her commencement of
participation in the Plan, shall elect on an Election Form to receive
the Retirement Benefit in a lump sum or pursuant to an Annual
Installment Method of up to ten (10) years. The Participant may
change this election one time by submitting an Election Form to the
Committee in accordance with the following criteria:






	(i)	 	Such Election Form must be submitted to and
accepted by the Committee in its sole discretion at least
twelve (12) months prior to the Participant’s originally
scheduled Benefit Distribution Date described in Section
1.7(a); and





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	(ii)	 	The first Retirement Benefit payment is delayed at
least five (5) years from the Participant’s originally
scheduled Benefit Distribution Date described in Section
1.7(a); and
	 
	(iii)	 	The election to modify the Retirement Benefit
shall have no effect until at least twelve (12) months after
the date on which the election is made; and
	 
	(iv)	 	Notwithstanding the foregoing, the Committee shall
interpret all provisions relating to changing the Retirement
Benefit election under this Section 6.2 in a manner that is
consistent with Code Section 409A and other applicable tax law,
including but not limited to guidance issued after the
effective date of this Plan. Accordingly, if a Participant’s
subsequent Retirement Benefit distribution election would
result in the shortening of the length of the Retirement
Benefit payment period (e.g., a Participant changes an existing
distribution election from annual installments to a lump sum
payment; from 10 annual installments to 5 annual installments,
etc.), and the Committee determines such election to be
inconsistent with Code Section 409A and other applicable tax
law, the election shall not be effective.






	 	 	The Election Form most recently accepted by the Committee shall
govern the payout of the Retirement Benefit. If a Participant does
not make any election with respect to the payment of the Retirement
Benefit in connection with his or her commencement of participation
in the Plan, then such Participant shall be deemed to have elected
to receive the Retirement Benefit in a lump sum.
	 
	(b)	 	The lump sum payment shall be made, or installment payments
shall commence, no later than sixty (60) days after the Participant’s
Benefit Distribution Date. Remaining
installments, if any, shall be paid no later than sixty (60) days
after each anniversary of the Participant’s Benefit Distribution
Date.





ARTICLE 7



Termination Benefit





	7.1	 	Termination Benefit. A Participant who experiences a Termination of
Employment shall receive, as a Termination Benefit, his or her vested
Account Balance, calculated as of the close of business on or around the
Participant’s Benefit Distribution Date, as determined by the Committee in
its sole discretion.
	 
	7.2	 	Payment of Termination Benefit. The Termination Benefit shall be paid to
the Participant in a lump sum payment no later than sixty (60) days after
the Participant’s Benefit Distribution Date.





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ARTICLE 8



Disability Benefit





	8.1	 	Disability Benefit. Upon a Participant’s Disability, the Participant
shall receive a Disability Benefit, which shall be equal to the
Participant’s vested Account Balance, calculated as of the close of
business on or around the Participant’s Benefit Distribution Date, as
selected by the Committee in its sole discretion.
	 
	8.2	 	Payment of Disability Benefit.






	(a)	 	A Participant, in connection with his or her commencement of
participation in the Plan, shall elect on an Election Form to receive
the Disability Benefit in a lump sum or pursuant to an Annual
Installment Method of up to ten (10) years. The Participant may
change this election by submitting an Election Form to the Committee,
provided that any such Election Form is submitted to and accepted by
the Committee in its sole discretion at least twelve (12) months
prior to the Participant’s Disability.
	 
	 	 	Notwithstanding the foregoing, the Committee shall interpret all
provisions relating to changing the Disability Benefit election
under this Section 8.2 in a manner that is consistent with Code
Section 409A and other applicable tax law, including but not limited
to guidance issued after the effective date of this Plan.
Accordingly, if a Participant’s subsequent Disability Benefit
distribution election would result in the shortening of the length
of the Disability Benefit payment period (e.g., a Participant
changes an existing distribution election from annual installments
to a lump sum payment; from 5 annual installments to 3 annual
installments, etc.), and the Committee determines such election to
be inconsistent with Code Section 409A and other applicable tax law,
the election shall not be effective.
	 
	 	 	The Election Form most recently accepted by the Committee shall
govern the payout of the Disability Benefit. If a Participant does
not make any election with respect to the payment of the Disability
Benefit, then such benefit shall be payable in a lump sum.
	 
	(b)	 	The lump sum payment shall be made, or installment payments
shall commence, no later than sixty (60) days after the Participant’s
Benefit Distribution Date. Remaining installments, if any, shall be
paid no later than sixty (60) days after each anniversary of the
Participant’s Benefit Distribution Date.





ARTICLE 9



Death Benefit





	9.1	 	Death Benefit. The Participant’s Beneficiary(ies) shall receive a Death
Benefit upon the Participant’s death which will be equal to the
Participant’s vested Account Balance, calculated as of the close of
business on or around the Participant’s Benefit Distribution Date, as
selected by the Committee in its sole discretion.





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	9.2	 	Payment of Death Benefit. The Death Benefit shall be paid to the
Participant’s Beneficiary(ies) in a lump sum payment no later than sixty
(60) days after the Participant’s Benefit Distribution Date.





ARTICLE 10



Beneficiary Designation





	10.1	 	Beneficiary. Each Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as contingent)
to receive any benefits payable under the Plan to a beneficiary upon the
death of a Participant. The Beneficiary designated under this Plan may be
the same as or different from the Beneficiary designation under any other
plan of an Employer in which the Participant participates.
	 
	10.2	 	Beneficiary Designation; Change; Spousal Consent. A Participant shall
designate his or her Beneficiary by completing and signing the Beneficiary
Designation Form, and returning it to the Committee or its designated
agent. A Participant shall have the right to change a Beneficiary by
completing, signing and otherwise complying with the terms of the
Beneficiary Designation Form and the Committee’s rules and procedures, as
in effect from time to time. If the Participant names someone other than
his or her spouse as a Beneficiary, the Committee may, in its sole
discretion, determine that spousal consent is required to be provided in a
form designated by the Committee, executed by such Participant’s spouse
and returned to the Committee. Upon the acceptance by the Committee of a
new Beneficiary Designation Form, all Beneficiary designations previously
filed shall be canceled. The Committee shall be entitled to rely on the
last Beneficiary Designation Form filed by the Participant and accepted by
the Committee prior to his or her death.
	 
	10.3	 	Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received and acknowledged in writing by the
Committee or its designated agent.
	 
	10.4	 	No Beneficiary Designation. If a Participant fails to designate a
Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant’s benefits, then the
Participant’s designated Beneficiary shall be deemed to be his or her
surviving spouse. If the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participant’s
estate.
	 
	10.5	 	Doubt as to Beneficiary. If the Committee has any doubt as to the proper
Beneficiary to receive payments pursuant to this Plan, the Committee shall
have the right, exercisable in its discretion, to cause the Participant’s
Employer to withhold such payments until this matter is resolved to the
Committee’s satisfaction.
	 
	10.6	 	Discharge of Obligations. The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to the
Participant, and that Participant’s Plan Agreement shall terminate upon
such full payment of benefits.




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ARTICLE 11



Leave of Absence





	11.1	 	Paid Leave of Absence. If a Participant is authorized by the
Participant’s Employer to take a paid leave of absence from the employment
of the Employer, (i) the Participant shall continue to be considered
eligible for the benefits provided in Articles 4, 5, 6, 7, 8, or 9 in
accordance with the provisions of those Articles, and (ii) the Annual
Deferral Amount shall continue to be withheld during such paid leave of
absence in accordance with Section 3.3.
	 
	11.2	 	Unpaid Leave of Absence. If a Participant is authorized by the
Participant’s Employer to take an unpaid leave of absence from the
employment of the Employer for any reason, such Participant shall continue
to be eligible for the benefits provided in Articles 4, 5, 6, 7, 8, or 9
in accordance with the provisions of those Articles. However, the
Participant shall be excused from fulfilling his or her Annual Deferral
Amount commitment that would otherwise have been withheld during the
remainder of the Plan Year in which the unpaid leave of absence is taken.
During the unpaid leave of absence, the Participant shall not be allowed
to make any additional deferral elections. However, if the Participant
returns to employment, the Participant may elect to defer an Annual
Deferral Amount for the Plan Year following his or her return to
employment and for every Plan Year thereafter while a Participant in the
Plan, provided such deferral elections are otherwise allowed and an
Election Form is delivered to and accepted by the Committee for each such
election in accordance with Section 3.3 above.





ARTICLE 12



Termination of Plan, Amendment or Modification





	12.1	 	Termination of Plan. Although each Employer anticipates that it will
continue the Plan for an indefinite period of time, there is no guarantee
that any Employer will continue the Plan or will not terminate the Plan at
any time in the future. Accordingly, each Employer reserves the right to
Terminate the Plan (as defined in Section 1.39). In the event of a
Termination of the Plan, the Measurement Funds available to Participants
following the Termination of the Plan shall be comparable in number and
type to those Measurement Funds available to Participants in the Plan Year
preceding the Plan Year in which the Termination of the Plan is effective.
Following a Termination of the Plan, Participant Account Balances shall
remain in the Plan until the Participant becomes eligible for the benefits
provided in Articles 4, 5, 6, 7, 8 or 9 in accordance with the provisions
of those Articles. The Termination of the Plan shall not adversely affect
any Participant or Beneficiary who has become entitled to the payment of
any benefits under the Plan as of the date of termination. Provided,
however, to the extent permissible under Code Section 409A and related
Treasury Regulations and guidance, including but not limited to such
guidance and Regulations as may be issued after the effective date of this
Plan, if there is a Termination of the Plan with respect to all
Participants, the Company shall have the right, in its sole discretion,
and notwithstanding any elections made by the Participant, to immediately
pay all benefits in a lump sum following such Termination of the Plan.





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Master Plan Document




	12.2	 	Amendment.






	(a)	 	Any Employer may, at any time, amend or modify the Plan in
whole or in part with respect to that Employer. Notwithstanding the
foregoing, (i) no amendment shall be effective to decrease the value
of a Participant’s vested Account Balance in existence at the time
the amendment is made, and (ii) no amendment or modification of this
Section 12.2 or Section 13.2 of the Plan shall be effective. In no
event shall the Company or any Employer be responsible for any
decline in a Participant’s Account Balance as a result of the
selection, discontinuation, addition, substitution, crediting or
debiting of the Measurement Funds pursuant to Section 3.9.
	 
	(b)	 	Notwithstanding any provision of the Plan to the contrary, in
the event that the Company determines that any provision of the Plan
may cause amounts deferred under the Plan to become immediately
taxable to any Participant under Code Section 409A, and related
guidance, the Company may (i) adopt such amendments to the Plan and
appropriate policies and procedures, including amendments and
policies with retroactive effect, that the Company determines
necessary or appropriate to preserve the intended tax treatment of
the Plan benefits provided by the Plan and/or (ii) take such other
actions as the Company determines necessary or appropriate to comply
with the requirements of Code Section 409A, and related guidance.






	12.3	 	Plan Agreement. Despite the provisions of Sections 12.1 and 12.2 above,
if a Participant’s Plan Agreement contains benefits or limitations that
are not in this Plan document, the Employer may only amend or terminate
such provisions with the written consent of the Participant.
	 
	12.4	 	Effect of Payment. The full payment of the Participant’s vested Account
Balance under Articles 4, 5, 6, 7, 8, or 9 of the Plan shall completely
discharge all obligations to a Participant and his or her designated
Beneficiaries under this Plan, and the Participant’s Plan Agreement shall
terminate.





ARTICLE 13



Administration





	13.1	 	Committee Duties. Except as otherwise provided in this Article 13, this
Plan shall be administered by a Committee, which shall consist of the
Chief Executive Officer of the Company, or such committee as the Chief
Executive Officer of the Company shall appoint. Members of the Committee
may be Participants under this Plan. The Committee shall also have the
discretion and authority to (i) make, amend, interpret, and enforce all
appropriate rules and regulations for the administration of this Plan, and
(ii) decide or resolve any and all questions including interpretations of
this Plan, as may arise in connection with the Plan. Any individual
serving on the Committee who is a Participant shall not vote or act on any
matter relating solely to himself or herself. When making a determination
or calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Company.





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Master Plan Document




	13.2	 	Administration Upon Change In Control. The provisions of this Section
13.2 shall not apply unless and until Article 5 has been implemented and a
Trustee has been appointed. For purposes of this Plan, the Committee
shall be the “Administrator” at all times prior to the occurrence of a
Change in Control. Within one hundred and twenty (120) days following a
Change in Control, an independent third party “Administrator” may be
selected by the individual who, immediately prior to the Change in
Control, was the Company’s Chief Executive Officer or, if not so
identified, the Company’s highest ranking officer (the “Ex-CEO”), and
approved by the Trustee. The Committee, as constituted prior to the
Change in Control, shall continue to be the Administrator until the
earlier of (i) the date on which such independent third party is selected
and approved, or (ii) the expiration of the one hundred and twenty (120)
day period following the Change in Control. If an independent third party
is not selected within one hundred and twenty (120) days of such Change in
Control, the Committee, as described in Section 13.1 above, shall be the
Administrator. The Administrator shall have the discretionary power to
determine all questions arising in connection with the administration of
the Plan and the interpretation of the Plan and Trust including, but not
limited to benefit entitlement determinations; provided, however, upon and
after the occurrence of a Change in Control, the Administrator shall have
no power to direct the investment of Plan or Trust assets or select any
investment manager or custodial firm for the Plan or Trust. Upon and
after the occurrence of a Change in Control, the Company must: (1) pay all
reasonable administrative expenses and fees of the Administrator; (2)
indemnify the Administrator against any costs, expenses and liabilities
including, without limitation, attorney’s fees and expenses arising in
connection with the performance of the Administrator hereunder, except
with respect to matters resulting from the gross negligence or willful
misconduct of the Administrator or its employees or agents; and (3) supply
full and timely information to the Administrator on all matters relating
to the Plan, the Trust, the Participants and their Beneficiaries, the
Account Balances of the Participants, the date and circumstances of the
Retirement, Disability, death or Termination of Employment of the
Participants, and such other pertinent information as the Administrator
may reasonably require. Upon and after a Change in Control, the
Administrator may be terminated (and a replacement appointed) by the
Trustee only with the approval of the Ex-CEO. Upon and after a Change in
Control, the Administrator may not be terminated by the Company.
	 
	13.3	 	Agents. In the administration of this Plan, the Committee may, from time
to time, employ agents and delegate to them such administrative duties as
it sees fit (including acting through a duly appointed representative) and
may from time to time consult with counsel who may be counsel to any
Employer.
	 
	13.4	 	Binding Effect of Decisions. The decision or action of the Administrator
with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan and the rules
and regulations promulgated hereunder shall be final and conclusive and
binding upon all persons having any interest in the Plan.
	 
	13.5	 	Indemnity of Committee. All Employers shall indemnify and hold harmless
the members of the Committee, any Employee to whom the duties of the
Committee may be delegated, and the Administrator against any and all
claims, losses, damages, expenses or liabilities arising from any action
or failure to act with respect to
this Plan, except in the case of willful misconduct by the Committee, any
of its members, any such Employee or the Administrator.





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Deferred Compensation Plan

Master Plan Document




	13.6	 	Employer Information. To enable the Committee and/or Administrator to
perform its functions, the Company and each Employer shall supply full and
timely information to the Committee and/or Administrator, as the case may
be, on all matters relating to the compensation of its Participants, the
date and circumstances of the Retirement, Disability, death or Termination
of Employment of its Participants, and such other pertinent information as
the Committee or Administrator may reasonably require.





ARTICLE 14



Other Benefits and Agreements





	14.1	 	Coordination with Other Benefits. The benefits provided for a
Participant and Participant’s Beneficiary under the Plan are in addition
to any other benefits available to such Participant under any other plan
or program for employees of the Participant’s Employer. The Plan shall
supplement and shall not supersede, modify or amend any other such plan or
program except as may otherwise be expressly provided.





ARTICLE 15



Claims Procedures





	15.1	 	Presentation of Claim. Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a
“Claimant”) may deliver to the Committee a written claim for a
determination with respect to the amounts distributable to such Claimant
from the Plan. If such a claim relates to the contents of a notice
received by the Claimant, the claim must be made within sixty (60) days
after such notice was received by the Claimant. All other claims must be
made within 180 days of the date on which the event that caused the claim
to arise occurred. The claim must state with particularity the
determination desired by the Claimant.
	 
	15.2	 	Notification of Decision. The Committee shall consider a Claimant’s
claim within a reasonable time, but no later than ninety (90) days after
receiving the claim. If the Committee determines that special
circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior
to the termination of the initial ninety (90) day period. In no event
shall such extension exceed a period of ninety (90) days from the end of
the initial period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination. The Committee
shall notify the Claimant in writing:






	(a)	 	that the Claimant’s requested determination has been made, and
that the claim has been allowed in full; or
	 
	(b)	 	that the Committee has reached a conclusion contrary, in whole
or in part, to the Claimant’s requested determination, and such
notice must set forth in a manner calculated to be understood by the
Claimant:






	(i)	 	the specific reason(s) for the denial of the claim,
or any part of it;





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Deferred Compensation Plan

Master Plan Document




	(ii)	 	specific reference(s) to pertinent provisions of
the Plan upon which such denial was 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;
	 
	(iv)	 	an explanation of the claim review procedure set
forth in Section 15.3 below; and
	 
	(v)	 	a statement of the Claimant’s right to bring a
civil action under ERISA Section 502(a) following an adverse
benefit determination on review.






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






	(a)	 	may, upon request and free of charge, have reasonable access
to, and copies of, all documents, records and other information
relevant to the claim for benefits;
	 
	(b)	 	may submit written comments or other documents; and/or
	 
	(c)	 	may request a hearing, which the Committee, in its sole
discretion, may grant.






	15.4	 	Decision on Review. The Committee shall render its decision on review
promptly, and no later than sixty (60) days after the Committee receives
the Claimant’s written request for a review of the denial of the claim.
If the Committee determines that special circumstances require an
extension of time for processing the claim, written notice of the
extension shall be furnished to the Claimant prior to the termination of
the initial sixty (60) day period. In no event shall such extension
exceed a period of sixty (60) days from the end of the initial period.
The extension notice shall indicate the special circumstances requiring an
extension of time and the date by which the Committee expects to render
the benefit determination. In rendering its decision, the Committee 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. The decision must be written in a manner calculated to be
understood by the Claimant, and it must contain:






	(a)	 	specific reasons for the decision;
	 
	(b)	 	specific reference(s) to the pertinent Plan provisions upon
which the decision was based;
	 
	(c)	 	a statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to and copies of, all
documents, records and other information relevant (as defined in
applicable ERISA regulations) to the Claimant’s claim for benefits;
and
	 
	(d)	 	a statement of the Claimant’s right to bring a civil action
under ERISA Section 502(a).






	15.5	 	Legal Action. A Claimant’s compliance with the foregoing provisions of
this Article 15 is a mandatory prerequisite to a Claimant’s right to
commence any legal action with respect to any claim for benefits under
this Plan.





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Master Plan Document




	15.6	 	Determinations. Benefits under the Plan will be paid only if the
Committee decides in its discretion that the applicant is entitled to
them. The Committee has discretionary authority to grant or deny benefits
under the Plan. The Committee shall have the sole discretion, authority
and responsibility to interpret and construe this Plan Statement and all
relevant documents and information, and to determine all factual and legal
questions under the Plan, including but not limited to the entitlement of
all persons to benefits and the amounts of their benefits. The Committee
shall make such determinations as may be required from time to time in the
administration of the Plan. The discretionary authority shall include all
matters arising under the Plan.





ARTICLE 16



Trust





	16.1	 	Establishment of the Trust. In order to provide assets from which to
fulfill the obligations of the Participants and their beneficiaries under
the Plan, the Company may establish a trust by a trust agreement with a
third party, the trustee, to which each Employer may, in its discretion,
contribute cash or other property, including securities issued by the
Company, to provide for the benefit payments under the Plan, (the
“Trust”).
	 
	16.2	 	Interrelationship of the Plan and the Trust. The provisions of the Plan
and the Plan Agreement shall govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of the Trust shall
govern the rights of the Employers, Participants and the creditors of the
Employers to the assets transferred to the Trust. Each Employer shall at
all times remain liable to carry out its obligations under the Plan.
	 
	16.3	 	Distributions From the Trust. Each Employer’s obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms of
the Trust, and any such distribution shall reduce the Employer’s
obligations under this Plan.





ARTICLE 17



Miscellaneous





	17.1	 	Status of Plan. The Plan is intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and that “is unfunded and is
maintained by an employer primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated
employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(1). The Plan shall be administered and interpreted (i) to the
extent possible in a manner consistent with that intent, and (ii) in
accordance with Code Section 409A
and other applicable tax law, including but not limited to Treasury
Regulations promulgated pursuant to Code Section 409A.





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Master Plan Document




	17.2	 	Unsecured General Creditor. Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests
or claims in any property or assets of an Employer. For purposes of the
payment of benefits under this Plan, any and all of an Employer’s assets
shall be, and remain, the general, unpledged unrestricted assets of the
Employer. An Employer’s obligation under the Plan shall be merely that of
an unfunded and unsecured promise to pay money in the future.
	 
	17.3	 	Employer’s Liability. An Employer’s liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement, as
entered into between the Employer and a Participant. An Employer shall
have no obligation to a Participant under the Plan except as expressly
provided in the Plan and his or her Plan Agreement.
	 
	17.4	 	Nonassignability. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any
part thereof, which are, and all rights to which are expressly declared to
be, unassignable and non-transferable. No part of the amounts payable
shall, prior to actual payment, be subject to seizure, attachment,
garnishment or sequestration for the payment of any debts, judgments,
alimony or separate maintenance owed by a Participant or any other person,
be transferable by operation of law in the event of a Participant’s or any
other person’s bankruptcy or insolvency or be transferable to a spouse as
a result of a property settlement or otherwise (including without
limitation any domestic relations order, whether or not a “qualified
domestic relations order” under section 414(p) of the Code and section
206(d) of ERISA) before the Account Balance is distributed to the
Participant or Beneficiary.
	 
	17.5	 	Not a Contract of Employment. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between any
Employer and the Participant. Such employment is hereby acknowledged to
be an “at will” employment relationship that can be terminated at any time
for any reason, or no reason, with or without cause, and with or without
notice, unless expressly provided in a written employment agreement.
Nothing in this Plan shall be deemed to give a Participant the right to be
retained in the service of any Employer, either as an Employee or a
Director, or to interfere with the right of any Employer to discipline or
discharge the Participant at any time.
	 
	17.6	 	Furnishing Information. A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information
requested by the Committee and take such other actions as may be requested
in order to facilitate the administration of the Plan and the payments of
benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary.
	 
	17.7	 	Terms. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where they
would so apply; and whenever any words are used herein in the singular or
in the plural, they shall be construed as though they were used in the
plural or the singular, as the case may be, in all cases where they would
so apply.
	 
	17.8	 	Captions. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the meaning
or construction of any of its provisions.





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	17.9	 	Governing Law. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State of
Minnesota without regard to its conflicts of laws principles.
	 
	17.10	 	Notice. Any notice or filing required or permitted to be given to the
Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:





	 
	CHS Inc.

	Attn: Kevin Newton, Benefits Manager

	5500 Cenex Drive

	Inver Grove Heights, Minnesota 55077









	 	 	Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
	 
	 	 	Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered, or
sent by mail, to the last known address of the Participant.
	 
	17.11	 	Successors. The provisions of this Plan shall bind and inure to the
benefit of the Participant’s Employer and its successors and assigns and
the Participant and the Participant’s designated Beneficiaries.
	 
	17.12	 	Spouse’s Interest. The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in
any manner, including but not limited to such spouse’s will, nor shall
such interest pass under the laws of intestate succession.
	 
	17.13	 	Validity. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect the
remaining parts hereof, but this Plan shall be construed and enforced as
if such illegal or invalid provision had never been inserted herein.
	 
	17.14	 	Incompetent. If the Committee determines in its discretion that a
benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that
person’s property, the Committee may direct payment of such benefit to the
guardian, legal representative or person having the care and custody of
such minor, incompetent or incapable person. The Committee may require
proof of minority, incompetence, incapacity or guardianship, as it may
deem appropriate prior to distribution of the benefit. Any payment of a
benefit shall be a payment for the account of the Participant and the
Participant’s Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment amount.





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	17.15	 	Deduction Limitation on Benefit Payments. An Employer may determine
that as a result of the application of the limitation under Code Section
162(m), a distribution payable to a Participant pursuant to this Plan
would not be deductible by the Employer if such distribution were made at
the time required by the Plan. If an Employer makes such a determination,
then the distribution shall not be paid to the Participant until such time
as the distribution first becomes deductible. The amount of the
distribution shall continue to be adjusted in accordance with Section 3.9
above until it is distributed to the Participant. The amount of the
distribution, plus amounts credited or debited thereon, shall be paid to
the Participant or his or her Beneficiary (in the event of the
Participant’s death) at the earliest possible date, as determined by the
Employer, on which the deductibility of compensation paid or payable to
the Participant for the taxable year of the Employer during which the
distribution is made will not be limited by Section 162(m).
Notwithstanding the foregoing, the Committee shall interpret this
provision in a manner that is consistent with Code Section 409A and other
applicable tax law, including but not limited to guidance issued after the
effective date of this Plan.
	 
	17.16	 	Insurance. The Employers, on their own behalf or on behalf of the
trustee of the Trust, and, in their sole discretion, may apply for and
procure insurance on the life of the Participant, in such amounts and in
such forms as the Trust may choose. The Employers or the trustee of the
Trust, as the case may be, shall be the sole owner and beneficiary of any
such insurance. The Participant shall have no interest whatsoever in any
such policy or policies, and at the request of the Employers shall submit
to medical examinations and supply such information and execute such
documents as may be required by the insurance company or companies to whom
the Employers have applied for insurance.




IN WITNESS WHEREOF, the
Company has signed this Plan document as of December 10, 2004.



	 	 	 	 	 
	 	CHS Inc., a Minnesota corporation

 	 
	 	By:  	/s/ John
D. Johnson	 
	 	Title: 	President
and Chief Executive Officer	 
	 	 	 	 
	 





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