ex10_12.htm


    
      

    

    Exhibit
10.12

     

    


    HNI
CORPORATION

     

    EXECUTIVE
DEFERRED COMPENSATION PLAN

     

    


    


    As
Amended and Restated Effective November 19, 2009


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    

      TABLE OF
CONTENTS

      


      
        	 
      	 
      	 
      	
                Page

              
	 
      	 
      	 
      	 
      
	
                I.

              	
                AMENDMENT
      AND RESTATEMENT

              	
                1

              
	 
      	
                1.1

              	
                Amendment
      and Restatement.

              	
                1

              
	 
      	
                1.2

              	
                Purpose

              	
                1

              
	 
      	
                1.3

              	
                Application
      of the Plan.

              	
                1

              
	 
      	 
      	 
      	 
      
	
                II.

              	
                DEFINITIONS

              	
                1

              
	 
      	
                2.1

              	
                Definitions.

              	
                1

              
	 
      	
                2.2

              	
                Gender
      and Number

              	
                6

              
	 
      	 
      	 
      	 
      
	
                III.

              	
                ELIGIBILITY
      AND PARTICIPATION

              	
                6

              
	 
      	
                3.1

              	
                Eligibility

              	
                6

              
	 
      	
                3.2

              	
                Participation

              	
                6

              
	 
      	
                3.3

              	
                Missing
      Persons

              	
                6

              
	 
      	 
      	 
      	 
      
	
                IV.

              	
                ESTABLISHMENT
      AND ENTRIES TO ACCOUNTS

              	
                6

              
	 
      	
                4.1

              	
                Accounts

              	
                6

              
	 
      	
                4.2

              	
                Deferral
      Election Agreement

              	
                7

              
	 
      	
                4.3

              	
                Adjustments
      to Accounts

              	
                9

              
	 
      	
                4.4

              	
                Commencement
      and Form of Distribution of Sub-Accounts

              	
                9

              
	 
      	
                4.5

              	
                Exceptions
      to Payment Terms

              	
                13

              
	 
      	
                4.6

              	
                Death
      Benefit

              	
                15

              
	 
      	
                4.7

              	
                Funding

              	
                15

              
	 
      	 
      	 
      	 
      
	
                V.

              	
                ADMINISTRATION

              	
                16

              
	 
      	
                5.1

              	
                Administration

              	
                16

              
	 
      	
                5.2

              	
                Actions
      of the Committee

              	
                16

              
	 
      	
                5.3

              	
                Delegation

              	
                16

              
	 
      	
                5.4

              	
                Expenses

              	
                16

              
	 
      	
                5.5

              	
                Reports
      and Records

              	
                16

              
	 
      	
                5.6

              	
                Valuation
      of Accounts and Account Statements

              	
                16

              
	 
      	
                5.7

              	
                Indemnification
      and Exculpation

              	
                17

              
	 
      	 
      	 
      	 
      
	
                VI.

              	
                BENEFICIARY
      DESIGNATION

              	
                17

              
	 
      	
                6.1

              	
                Designation
      of Beneficiary

              	
                17

              
	 
      	
                6.2

              	
                Death
      of Beneficiary

              	
                17

              
	 
      	
                6.3

              	
                Ineffective
      Designation

              	
                17

              
	 
      	 
      	 
      	 
      
	
                VII.

              	
                WITHHOLDING

              	
                17

              
	 
      	 
      	 
      	 
      
	
                VIII.

              	
                CHANGE
      IN CONTROL, AMENDMENT, AND TERMINATION

              	
                18

              
	 
      	
                8.1

              	
                Change
      in Control

              	
                18

              
	 
      	
                8.2

              	
                Plan
      Amendment and Termination

              	
                18

              
	 
      	 
      	 
      	 
      
	
                IX.

              	CLAIMS
      PROCEDURE	
                18

              


      


      
        
           


        

        
          -i-

          
            

          

        

        
           


        

      

      


      
        	
                X.

              	
                MISCELLANEOUS

              	
                19

              
	 
      	
                10.1

              	
                Rights
      as Stockholder

              	
                19

              
	 
      	
                10.2

              	
                Governing
      Law

              	
                19

              
	 
      	
                10.3

              	
                No
      Limit on Compensation Plans or Arrangements

              	
                19

              
	 
      	
                10.4

              	
                No
      Rights to Employment

              	
                19

              
	 
      	
                10.5

              	
                Severability

              	
                19

              
	 
      	
                10.6

              	
                Securities
      Matters

              	
                20

              
	 
      	
                10.7

              	
                No
      Fractional Shares

              	
                20

              
	 
      	
                10.8

              	
                Headings

              	
                20

              
	 
      	
                10.9

              	
                Nontransferability

              	
                20

              
	 
      	
                10.10

              	
                Unfunded
      Plan

              	
                20

              
	 
      	
                10.11

              	
                No
      Other Agreements

              	
                20

              
	 
      	
                10.12

              	
                Incapacity

              	
                20

              
	 
      	
                10.13

              	
                Release

              	
                20

              
	 
      	
                10.14

              	
                Notices

              	
                20

              
	 
      	
                10.15

              	
                Successors

              	
                20

              


      

    


    
      
         


      

      
        -ii-

        
          

        

      

      
         


      

    


    HNI
CORPORATION

    EXECUTIVE
DEFERRED COMPENSATION PLAN

    


    


    I.           AMENDMENT AND
RESTATEMENT

     

    1.1           Amendment
and Restatement.  HNI Corporation, an Iowa corporation (the
"Corporation"), established this HNI Corporation Executive Deferred Compensation
Plan (the "Plan"), effective February 13, 1986.  The Corporation has
amended and restated the Plan from time to time, most recently effective January
1, 2005.  The Corporation hereby again amends and restates the Plan,
effective November 19, 2009 (the "Restatement Date"), to accomplish certain
changes to its form and operation.

     

    1.2           Purpose.  The
purpose of the Plan is to give eligible executive members of the Corporation and
certain of its Subsidiaries the opportunity to defer the receipt of compensation
to supplement their retirement savings and to achieve their personal financial
planning goals.

     

    1.3           Application
of the Plan.  Except as otherwise set forth herein, the terms
of the Plan, as amended and restated herein, apply to all amounts deferred under
the Plan, whether before, on, or after the Restatement Date.

     

    II.           DEFINITIONS

    


    2.1           Definitions.  Whenever
used in the Plan, the following terms shall have the meaning set forth below
and, when the defined meaning is intended, the term is capitalized:

     

    (a)   “Account” means the device
used to measure and determine the amount of benefits payable to a Participant or
Beneficiary under the Plan.  The Corporation shall establish a Cash
Account and Stock Account for each Participant under the Plan, and the term
"Account," as used in the Plan, may refer to either such Account or the
aggregate of the two Accounts.  In addition, the Corporation shall
establish a separate Sub-Account under each of the Participant's Cash Account
and Stock Account for each Deferral Election Agreement entered into by the
Participant pursuant to Section 4.2.

    


    (b)   “Annual Incentive,” of a
Participant for a Plan Year, means the incentive compensation awarded by the
Employer to a Participant in cash or Stock for services performed by the
Participant during the Plan Year, as provided in the HNI Corporation Annual
Incentive Plan, or any predecessor plan thereto.

    


    (c)         
 “Base Salary,” of a
Participant for a Plan Year, means the base salary, including all regular basic
wages before reduction for any amounts deferred on a tax-qualified or
nonqualified basis, payable in cash to the Participant for services rendered to
an Employer during the Plan Year.  Base Salary shall exclude incentive
compensation, special fees or awards, allowances or any other form of premium or
incentive pay, or amounts designated by an Employer as payment toward or
reimbursement of expenses.


    
      
         


      

      
        -1-

        
          

        

      

      
         


      

    


    (d)   “Beneficiary” means the
persons or entities designated by a Participant in writing pursuant to Article 6
of the Plan as being entitled to receive any benefit payable under the Plan by
reason of the death of a Participant, or, in the absence of such designation,
the Participant's estate (pursuant to the rules specified in Article
6).

    


    (e)   “Board” means the Board of
Directors of the Corporation.

    


    (f)   “Change in Control”
means:

    


    (i)           the
acquisition by any individual, entity or group (with the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) (a "Person") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 35% or more of the combined
voting power of the then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors (the "Outstanding
Corporation Voting Securities"); provided, however, that for purposes of this
subsection (i), the following acquisitions shall not constitute a Change in
Control:  (I) any acquisition directly from the Corporation; (II) any
acquisition by the Corporation; (III) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by the Corporation or any
corporation controlled by the Corporation; or (IV) any acquisition by any
corporation pursuant to a transaction which complies with clauses (A), (B) and
(C) of subsection (iii) of this paragraph; or

     

    (ii)           individuals
who, as of the date hereof, constitute the Board (the "Incumbent Board") cease
during a 12-month period for any reason to constitute a majority of the Board;
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Corporation's
shareholders, was approved by a vote of a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or

    


    (iii)           consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Corporation (a "Business
Combination"), in each case, unless, following such Business
Combination:  (A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Corporation Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, 50% or more of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Corporation or all or substantially all of the
Corporation's assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such
Business Combination of the Outstanding Corporation Voting Securities; (B) no
Person (excluding any corporation resulting from such Business Combination or
any employee benefit plan (or related trust) of the Corporation or such
corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 35% or more of the combined voting power of the then
outstanding voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination; and (C) at least a majority
of the members of the board of directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing for
such Business Combination, if such change in the members of the Board was not
indorsed by a majority of the members of the Incumbent Board.


    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    (g)   “Code” means the Internal
Revenue Code of 1986, as amended from time to time, or any successor
thereto.

    


    (h)   “Committee” means the Human
Resources and Compensation Committee of the Board or a delegate of such
Committee.

    


    (i)   “Compensation” means the
remuneration paid or awarded to the Participant by an Employer as Base Salary,
Annual Incentive, LTPP Award or Supplemental Income Plan payment.

    


    (j)   “Corporation” means HNI
Corporation, an Iowa corporation.

    


    (k)   “Deferral Election Agreement”
means the agreement described in Section 4.2 in which the Participant designates
the amount of his or her Compensation, if any, he or she wishes to contribute to
the Plan and acknowledges and agrees to the terms of the Plan.

    


    (l)   “Elective Deferral” means a
contribution to the Plan made by a Participant pursuant to a Deferral Election
Agreement the Participant enters into with the Corporation.  Elective
Deferrals shall be made according to the terms of the Plan set forth in Section
4.2.

    


    (m)   “Employer” means the
Corporation, any Subsidiary that adopts the Plan, and any entity that continues
the Plan as a successor under Section 10.15.


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    (n)   “Enrollment Period” means the
period designated by the Corporation during which a Deferral Election Agreement
may be entered into with respect to an eligible member's future Compensation as
described in Section 4.2.  Generally, the Enrollment Period must end
no later than the end of the calendar year before the calendar year in which the
services giving rise to the Compensation to be deferred are
performed.  As described in Section 4.2, an exception may be made to
this requirement for individuals who first become eligible to participate in the
Plan and for Elective Deferrals from Compensation considered to be
Performance-Based Compensation, as determined by the Committee or by the
Vice-President, Member and Community Relations, from time to time.

    


    (o)   “ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time, or any
successor thereto.

    


    (p)   “Fair Market Value,” of a
share of Stock, means the closing price of a share as reported on the New York
Stock Exchange on the date as of which such value is being determined, or, if
there shall be no reported transactions for such date, on the next preceding
date for which transactions were reported; provided, however, if Fair Market
Value for any date cannot be so determined, Fair Market Value shall be
determined by the Committee by whatever means or method as the Committee, in the
good faith exercise of its discretion, shall at such time deem reasonable and
within the meaning of Code Section 409A and the regulations
thereunder.

    


    (q)   “LTPP Award,” of a Participant
for a performance period, means the amount payable to the Participant in cash or
Stock for the performance period pursuant to the HNI Corporation Long-Term
Performance Plan.  The performance period for an LTPP Award shall be
set forth in the HNI Corporation Long-Term Performance Plan.

    


    (r)   “Participant” means an
individual who satisfies the requirements of Section 3.1 and who has entered
into a Deferral Election Agreement.

    


    (s)   “Performance-Based
Compensation,” of a Participant for a period, means incentive
compensation of the Participant for such period where the amount of, or
entitlement to, the incentive compensation is contingent on the satisfaction of
pre-established organizational or individual performance criteria relating to a
performance period of at least 12 consecutive months.  Organizational
or individual performance criteria are considered pre-established if established
in writing by not later than 90 days after the commencement of the period of
service to which the criteria relate, provided the outcome is substantially
uncertain at the time the criteria are established.  Performance-based
compensation may include payment based on performance criteria not approved by
the Board or the Committee or by the stockholders of the
Corporation.  Performance-based Compensation does not include any
amount or portion of any amount that will be paid either regardless of
performance or based upon a level of performance that is substantially certain
to be met at the time the criteria are established.


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    (t)   “Plan Year” means the
consecutive 12-month period beginning each January 1 and ending December
31.

    


    (u)          
“Prime Rate” means the prime interest rate published in the Wall
Street Journal or its web site as of the first business day coincident with or
immediately following the third Monday in January.

    


    (v)   “Qualified Domestic Relations
Order” has the same meaning as in Section 414(p) of the Code, but without
regard to Section 414(p)(9) of the Code.

    


    (w)          “Restatement Date” means
November 19, 2009.

    


    (x)   “Retirement,” of a
Participant, means the Participant's Separation from Service on or after the
attainment of age 55 with ten years of
service with an Employer.  The Chief Executive Officer of the
Corporation or, with respect to the Chief Executive Officer if the Chief
Executive Officer is a Participant, the Committee, in his, her or its
discretion, may waive or reduce the ten-year service requirement with respect to
a Participant; provided any such waiver or reduction is made before the eligible
executive member becomes a Participant or, with respect to each Deferral
Election Agreement, before the last day of the Enrollment Period for the Plan
Year for which the agreement is made.

    


    (y)   “Separation from Service,” of
a Participant, means the Participant's separation from service with the
Corporation and all of its affiliates, within the meaning of Section
409A(a)(2)(A)(i) of the Code and the regulations thereunder.  Solely
for these purposes, a Participant will be considered to have a Separation from
Service when the Participant dies, retires, or otherwise has a termination of
employment with all affiliates.  The employment relationship is
treated as continuing intact while the Participant is on military leave, sick
leave or other bona fide leave of absence (such as temporary employment by the
government) if the period of such leave does not exceed six months, or if
longer, so long as the individual's rights to re-employment with the Corporation
or any affiliate is provided either by statute or by contract.  If the
period of leave exceeds six months and the individual's right to re-employment
is not provided either by statute or contract, the employment relationship is
deemed to terminate on the first date immediately following such six-month
period.  Whether a termination of employment has occurred is based on
the facts and circumstances.

    


    (z)   “Specified Employee” means a
"key employee" (as defined in Section 416(i) of the Code without regard to
Section 416(i)(5)) of the Corporation.  For purposes hereof, an
employee is a key employee if the employee meets the requirements of Section
416(1)(A)(i), (ii) or (iii) (applied in accordance with the regulations
thereunder and disregarding Section 416(i)(5)) at any time during the 12-month
period ending on December 31.  If a person is a key employee as of
such date, the person is treated as a Specified Employee for the 12-month period
beginning on the first day of the fourth month following such
date.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    


    (aa)   “Subsidiary” means any
corporation, joint venture, partnership, limited liability company,
unincorporated association or other entity in which the Corporation has a direct
or indirect ownership or other equity interest and directly or indirectly owns
or controls 50 percent or more of the total combined voting or other
decision-making power.

    


    (bb)   “Supplemental Income Plan”
means the HNI Corporation Supplemental Income Plan, as may be amended
from time to time, or any predecessor thereto.

    


    (cc)   “Stock” means the
Corporation's common stock, $1.00 par value.

    


    (dd)   “Stock Unit” means the
notational unit representing the right to receive one share
of  Stock.

    


    2.2           Gender
and Number.  Except when otherwise indicated by the context,
any masculine term used in the Plan also shall include the feminine gender; and
the definition of any plural shall include the singular and the singular shall
include the plural.

     

    III.           ELIGIBILITY AND
PARTICIPATION

     

    3.1           Eligibility.  Participation
in the Plan shall be limited to those executive members of an Employer who are
eligible to participate in the HNI Corporation Annual Incentive
Plan.

     

    3.2           Participation.  An
eligible executive member shall be notified of his or her eligibility to make an
Elective Deferral under the Plan for a Plan Year prior to the beginning of the
Plan Year, or as soon as administratively possible thereafter.  Unless
so notified, a member shall not have the right to make Elective Deferrals for a
Plan Year, whether or not he or she has been permitted to make Elective Deferral
for any prior Plan Year.

     

    3.3           Missing
Persons.  Each Participant and Beneficiary entitled to receive
benefits under the Plan shall be obligated to keep the Corporation informed of
his or her current address until all Plan benefits due to be paid to the
Participant or Beneficiary have been paid to him or her.  If, after
having made reasonable efforts to do so, the Corporation is unable to locate the
Participant or Beneficiary for purposes of making a distribution, the amount of
the Participant's benefits under the Plan that would otherwise be considered as
nonforfeitable will be forfeited.  If the missing Participant or
Beneficiary is located after the date of the forfeiture, the benefits for the
Participant or Beneficiary will not be reinstated.  In no event will a
Participant's or Beneficiary's benefits be paid to him or her later than the
date otherwise required by the Plan and Code Section 409A.

    


    IV.           ESTABLISHMENT AND ENTRIES TO
ACCOUNTS

     

    4.1           Accounts.  The
Committee shall establish two Accounts for each Participant under the Plan as
follows:

     

    (a)           Cash
Account.  A Participant's Cash Account, as of any date, shall
consist of the Compensation the Participant has elected to allocate to that
Account under his or her Deferral Election Agreement(s) pursuant to Section 4.2,
increased by earnings thereon pursuant to Section 4.3(a) and reduced by
distributions from the Account pursuant to Sections 4.4, 4.5 and
4.6.

     

    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    


    (b)           Stock
Account.  A Participant's Stock Account, as of any date, shall
consist of the Compensation the Participant has elected to allocate to that
Account  under his or her Deferral Election Agreement(s) pursuant to
Section 4.2, increased with earnings (including dividend equivalents) thereon
and converted to Stock Units pursuant to Section 4.3(b) and reduced by
distributions from the Account pursuant to Sections 4.4, 4.5 and
4.6.

     

    The Committee shall establish a
separate Sub-Account under each of these Accounts for each Deferral Election
Agreement entered into by the Participant pursuant to Section 4.2.  As
specified in Section 4.2, as part of a Participant's Deferral Election
Agreement, the Participant shall elect how amounts deferred under each Deferral
Election Agreement are to be distributed to him or her from among the available
distribution options described in Section 4.4.  The separate
Sub-Accounts are established to account for the different distribution terms
that may apply to each Sub-Account.  The Corporation may combine
Sub-Accounts that have identical distribution terms or may establish other
Sub-Accounts for a Participant under the Plan from time to time in its
discretion, as it deems appropriate or advisable.  A Participant shall
have a full and immediate nonforfeitable interest in his or her Accounts at all
times.

     

    4.2           Deferral
Election Agreement.  A Participant wishing to make an Elective
Deferral under the Plan for a Plan Year shall enter into a Deferral Election
Agreement during the Enrollment Period immediately preceding the beginning of
the Plan Year.  A separate Deferral Election Agreement must be entered
into for each Plan Year a Participant wishes to make Elective Deferrals under
the Plan.  In order to be effective, the Deferral Election Agreement
must be completed and submitted to the Committee at the time and in the manner
specified by the Committee, which may be no later than the last day of the
Enrollment Period.  The Committee shall not accept Deferral Election
Agreements entered into after the end of the Enrollment Period.  The
Committee may require that a Participant enter into a separate Deferral Election
Agreement for each component of the Participant's Compensation, i.e., Base
Compensation, Annual Incentive, LTPP Award and Supplemental Income Plan payment,
he or she wishes to defer for a Plan Year.  Except as specified in the
following two paragraphs, a Deferral Election Agreement will be effective to
defer Compensation earned after the Deferral Election Agreement is entered into
and not before.

     

    For the
Plan Year in which a member first becomes eligible to participate in the Plan,
the Committee may, in its discretion, allow the member to enter into a Deferral
Election Agreement within 30 days after he or she first becomes
eligible.  In order to be effective, the Deferral Election Agreement
must be completed and submitted to the Committee on or before the 30-day period
has elapsed.  The Committee shall not accept Deferral Election
Agreements entered into after the 30-day period has elapsed.  If the
member fails to complete a Deferral Election Agreement by such time, he or she
may enter into a Deferral Election Agreement during any succeeding Enrollment
Period in accordance with the rules described in the preceding
paragraph.  For Compensation that is earned based upon a specified
performance period (for example, the Annual Incentive) where a Deferral Election
Agreement is entered into in the first year of eligibility but after the
beginning of the performance period, the Deferral Election Agreement will be
deemed to apply to Compensation paid for services performed subsequent to the
date the Deferral Election Agreement is entered into if the Deferral Election
Agreement applies to the portion of the Compensation equal to the total amount
of the Compensation for the performance period multiplied by the ratio of the
number of days remaining in the performance period after the election over the
total number of days in the performance period.  For purposes of the
exception described in this paragraph, the term "Plan" shall mean the Plan and
any other plan required to be aggregated with the Plan pursuant to Code Section
409A, and the regulations and other guidance thereunder.  Accordingly,
if a member has previously been eligible to participate in a plan required to be
aggregated with the Plan, then the 30-day exception described in this paragraph
shall not apply to him or her.


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    


    Deferral
Election Agreements for Base Salary, incentive compensation (other than
Performance-Based Compensation) and Supplemental Income Plan payments shall be
completed and submitted to the Corporation at the time described above that is
ordinarily applicable to Deferral Election Agreements (subject to the exception
for employees who are newly eligible to participate).  Deferral
Election Agreements for Compensation that is Performance-Based Compensation
shall be completed and submitted to the Corporation no later than six months
before the end of the performance period for such Compensation.  The
Committee shall determine from time to time whether an item of incentive
compensation is considered Performance-Based Compensation for these
purposes.

    


    For each Deferral Election Agreement
the Participant enters into, the Participant shall specify:

    


    (a)           The
percentage of each component of Compensation, i.e., Base Salary, Annual
Incentive, LTPP Award or Supplemental Income Plan payment, the Participant
wishes to contribute as an Elective Deferral;

    


    
      (b)          
The
manner (by percentage) in which the amounts in (a), above, are to be allocated
between the Participant's Cash Account and Stock Account; provided, however, in
the case of Compensation otherwise payable to the Participant in Stock, the
Compensation shall automatically be allocated to the Stock Account;
and

    

    


    
      (c)           
The time
and manner of distribution (consistent with the requirements of Section 4.4) of
the Sub-Account established with respect to the Deferral Election
Agreement.

    

    


    The Committee may from time to time
establish a minimum amount that may be deferred by a Participant pursuant to
this Section 4.2 for any Plan Year.

    


    Elective Deferrals shall be credited to
the Participant's Cash Account or Stock Account, as the case may be, as soon as
administratively reasonable after the Compensation would have been paid to the
Participant had the Participant not elected to defer it under the
Plan.

    


    In general, a Deferral Election
Agreement shall become irrevocable as of the last day of the Enrollment Period
applicable to it.  However, if a Participant incurs an "unforeseeable
emergency," as defined in Section 4.5(c)(ii), or becomes entitled to receive a
hardship distribution pursuant to Treas. Reg. Section 1.401(k)-1(d)(3) after the
Deferral Election Agreement otherwise becomes irrevocable, the Deferral Election
Agreement shall be cancelled as of the date on which the Participant is
determined to have incurred the unforeseeable emergency or becomes eligible to
receive the hardship distribution and no further Elective Deferrals will be made
under it.


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    


    4.3           Adjustments
to Accounts.

     

    
      (a)   The
Participant's Cash Account shall be credited with earnings as of the last day of
each month.  The amount so credited shall be the product
of:  (i) the Cash Account balance as of such date (less any
contributions credited to the Account during the month); and (ii) 1/12 of the
sum of (A) the Prime Rate (in effect for the Plan Year) and (B) one percentage
point.

    

     

    
      (b)   The
Elective Deferrals allocable to a Participant's Stock Account under a Deferral
Election Agreement shall be converted to Stock Units.  In the case of
Elective Deferrals of Compensation otherwise payable to the Participant in cash,
the conversion shall occur on the day (the "conversion date") on which the
Elective Deferrals are credited to the Stock Account.  On the
conversion date, the Elective Deferrals shall be converted to a number of whole
and fractional Stock Units determined by dividing the Elective Deferrals (plus
earnings) by the Fair Market Value of a share of Stock on the conversion
date.  In the case of Elective Deferrals of Compensation otherwise
payable to the Participant in Stock, the conversion shall occur at the time the
Elective Deferrals are credited to the Stock Account pursuant to Section 4.2,
with the number of Stock Units so credited equal to the number of shares of
Stock otherwise payable to the Participant but for the Deferral Election
Agreement.  On each date on which the Corporation pays a cash dividend
(the "dividend date"), the Stock Account shall be credited with an additional
number of Stock Units determined by dividing the dollar amount the Corporation
would have paid as a dividend if the Stock Units held in the Participant's Stock
Account as of the record date for the dividend were actual shares of Stock
divided by the Fair Market Value of a share of Stock on the dividend
date.  Appropriate adjustments in the Stock Account shall be made as
equitably required to prevent dilution or enlargement of the Account from any
Stock dividend, Stock split, reorganization or other such corporate transaction
or event.

    

     

    
      	
            	
              4.4

            	
              Commencement
      and Form of Distribution of
Sub-Accounts.

            


    

     

    (a)           For Plan
Years Commencing Before January 1, 2010. For Elective Deferrals
made for Plan Years commencing before January 1, 2010, the following rules set
forth in this Section 4.4(a) shall apply.  As stated in Section
4.2(c), above, as part of his or her Deferral Election Agreement, a Participant
shall elect:  (a) the date on which distribution of each Sub-Account
established for him or her under the Plan is to commence, which date may be no
earlier than December 31 of the Plan Year immediately after the Plan Year in
which the Compensation deferred under the Deferral Election Agreement would
otherwise have been paid to the Participant; and (b) the form of distribution of
each such Sub-Account from the available distribution forms set forth
below:

     

    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    


    (1)           a
single lump-sum payment; or

     

    (2)           monthly,
quarterly or annual installment payments:

     

    (A)           in
the case of a Cash Sub-Account,

     

    (i)         
  of a specified dollar amount; or

     

    (ii)           over
a specified period; and

     

    (B)           in
the case of a Stock Sub-Account,

     

    
      (i)           
of
a number of shares of Stock equal to a specified dollar
amount;

    

     

    (ii)           of
a specified number of shares of Stock; or

     

    (iii)           over
a specified period.

     

    All
distributions from Cash Sub-Accounts shall be paid in the form of
cash.  All distributions from Stock Sub-Accounts shall be paid in the
form of Stock (with each Stock Unit converted to one share of Stock at the time
of distribution).

     

    If a
Participant elects payment in the form of a lump sum, distribution shall be made
to the Participant in a lump sum on the commencement date elected by the
Participant.

     

    In the
case of a Participant who elects to receive a Sub-Account in the form of
installments, earnings and dividends shall be credited to the Participant's
Sub-Account in the manner provided in Section 4.3(a) and (b) during the payment
period.

     

    If the
Participant elects to receive payment of a Sub-Account in the form of annual
installments, the initial installment payment shall be made on January 15 of the
Plan Year selected by the Participant.  The remaining annual
installment payments shall be made on January 15 of each year thereafter until
the Participant's entire Sub-Account has been paid.

     

    If the
Participant elects to receive payment in the form of monthly or quarterly
installments, the installment payments shall commence on the first day of the
first month or quarter (as the case may be) of the Plan Year selected by the
Participant and will continue to be made on the first day of each month or
quarter (as the case may be) thereafter until the Participant's entire
Sub-Account has been paid.

     

    In the
case of a Participant who elects to receive installment payments of a specified
dollar amount from a Cash Sub-Account, the amount of each installment payment
will equal such specified dollar amount until the Sub-Account is exhausted, with
the last installment consisting of the balance in the Sub-Account.  In
the case of a Participant who elects to receive installment payments of a number
of shares of Stock equal to a specified dollar amount, the number of shares to
be distributed in each installment payment shall be determined by dividing such
specified dollar amount by the Fair Market Value of a share of Stock on the
distribution date, with the last installment consisting of the balance in the
Sub-Account.

     


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    


    In the
case of a Participant who elects to receive installment payments over a
specified period from a Cash Sub-Account or Stock Sub-Account, the amount of
each installment payment shall be equal to the cash balance or number of Stock
Units (as the case may be) in the Participant's Sub-Account immediately prior to
the installment payment, multiplied by a fraction, the numerator of which is
one, and the denominator of which is the number of installment payments
remaining, with the last installment consisting of the balance of the
Participant's Sub-Account.

     

    In the
case of a Participant who elects to receive installment payments from a
Stock-Sub-Account equal to a specified number of shares, each installment
payment shall consist of such specified number, with the last installment
consisting of the balance of the Participant's Sub-Account.

     

    Notwithstanding
anything in this Section 4.4(a) to the contrary, a Participant who elects to
receive a Sub-Account in installments must elect a payment amount that results
in a total annual Plan payment from all Sub-Accounts (of cash, Stock or both)
equaling at least $25,000.  If, on January 15 of a Plan Year, the
balance of a Participant's Sub-Account then being distributed in the form of
monthly or quarterly installments is less than $25,000, the entire balance will
be paid to the Participant in a single sum on such date.  In any
event, the remaining balance of a Participant's Account shall be paid on the
25th anniversary of the first payment.

     

    A
Participant may modify an election for payment of a Sub-Account to postpone the
commencement date or change the method of payment to another method permitted
under the Plan.  In order to be effective, the requested modification
must:  (a) be in writing and be submitted to the Corporation at the
time and in the manner specified by the Committee; (b) not take effect for at
least 12 months from the date on which it is submitted to the Corporation; (c)
be submitted to the Corporation at least 12 months prior to the then scheduled
distribution commencement date ("original distribution date"); and (d) specify a
new distribution commencement date no earlier than five years after the original
distribution date.  For purposes hereof, if the original distribution
date is a Plan Year rather than a specified date within a Plan Year, the
original distribution date shall be deemed to be the first day of the Plan
Year.

     

    (b)           For Plan
Years Commencing On or After January 1, 2010. For Elective Deferrals
made for Plan Years commencing on or after January 1, 2010, the rules set forth
in this Section 4.4(b) shall apply.  As part of his or her Deferral
Election Agreement, a Participant shall elect:  (i) the Plan Year in
which distribution of each Sub-Account established for him or her under the Plan
is to commence, which date may be no earlier than the third Monday in January
immediately after the end of the first Plan Year following the Plan Year in
which the Compensation deferred under the Deferral Election Agreement would
otherwise have been paid to the Participant; and (ii) the method of distribution
of each such Sub-Account from the available distribution methods set forth
below:

     

    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    (1)           a
single lump-sum payment, or

     

    (2)           annual
installments over a number, not to exceed 15, of years specified by the
Participant.

     

    All
distributions from Cash Sub-Accounts shall be paid in the form of
cash.  All distributions from Stock Sub-Accounts shall be paid in the
form of Stock (with each Stock Unit converted to one share of Stock at the time
of distribution).

     

    If a
Participant elects a Sub-Account in the form of a lump sum, distribution shall
be made to the Participant in a lump sum on the third Monday in January of the
Plan Year elected by the Participant.

     

    If a
Participant elects to receive a Sub-Account in the form of installments, the
initial installment payment shall be made on the third Monday in January of the
Plan Year elected by the Participant for benefit commencement.  The
remaining annual installment payments shall be made on each anniversary of the
commencement date during the payment period elected by the
Participant.  The amount of each installment payment shall be equal to
the cash balance or number of Stock Units (as the case may be) in the
Participant's Sub-Account immediately prior to the installment payment,
multiplied by a fraction, the numerator of which is one, and the denominator of
which is the number of installment payments remaining, with the last installment
consisting of the balance of the Participant's Sub-Account.  Earnings
and dividends shall be credited to the Participant's Sub-Account in the manner
provided in Section 4.3(a) and (b) during the payment period.

     

    If at any time the present value of any
benefit under the Plan that would be considered a "single plan" under Treasury
Regulation Section 1.409A-1(c)(2) together with the present value of any benefit
required to be aggregated with such benefit under Treasury Regulation Section
1.409A-1(c)(2), is less than the dollar limit set forth in Section 402(g)(1)(B)
of the Code, the Corporation may, in its discretion, distribute such benefit (or
benefits) to the Participant in the form of a single lump sum, provided the
payment results in the liquidation of the entirety of the Participant's interest
under the "single plan," including all benefits required to be aggregated as
part of the "single plan" under Treasury Regulation Section 1.409A-1(c)(2), and
provided further the Corporation evidences its exercise of such discretion in
writing no later than the date of such payment.

     

    A
Participant may modify an election for payment of a Sub-Account to postpone the
commencement date or change the method of payment to another method permitted
under the Plan.  In order to be effective, the requested modification
must:  (a) be in writing and be submitted to the Committee at the time
and in the manner specified by the Committee; (b) not take effect for at least
12 months from the date on which it is submitted to the Committee; (c) be
submitted to the Committee at least 12 months prior to the then scheduled
distribution commencement date ("original distribution date"); and (d) specify a
new distribution commencement date no earlier than five years after the original
distribution date.  For purposes hereof, if the original distribution
date is a Plan Year rather than a specified date within a Plan Year, the
original distribution date shall be deemed to be the first day of the Plan
Year.

     

    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    


    4.5           Exceptions
to Payment Terms.  Notwithstanding anything in this Article 4
or a Participant's Deferral Election Agreement (as may be modified pursuant to
Section 4.4) to the contrary, the following terms, if applicable, shall apply to
the payment of a Participant's Sub-Accounts.

    


    (a)           Separation
from Service for Reasons Other than Retirement or Death.  If a
Participant has a Separation from Service for reasons other than Retirement or
death, all of the Participant's Sub-Accounts (or the remaining balances thereof
if distribution has already commenced) will be distributed to him or her in a
single sum (regardless of the form otherwise elected by the Participant) within
90 days following the Participant's Separation from Service.  If the
Participant has a Separation from Service due to death, the rules set forth in
Section 4.6 shall apply.

    


    (b)           Delay in
Distributions.

    


    (i)    
       If the Participant is a Specified
Employee, any Plan distributions that are otherwise to commence on the
Participant's Separation from Service shall commence on the date immediately
following the six-month anniversary of the Separation from Service or, if
earlier, on the date of the Participant's death.  In this case, the
first payment following the period of delay required by this Section 4.5(b)(i)
shall be increased by any amount that would otherwise have been payable to the
Participant under the Plan during the delay period.

    


    (ii)           The
Corporation shall delay the distribution of any amount otherwise required to be
distributed under the Plan if, and to the extent that, the Corporation
reasonably anticipates the Corporation's deduction with respect to such
distribution otherwise would be limited or eliminated by application of Code
Section 162(m).  In such event, (A) if any payment is delayed during
any year on account of Code Section 162(m), then all payments that could be
delayed on account of Code Section 162(m) during such year must also be delayed;
(B) such delayed payments must be paid either (1) in the first year in which the
Corporation reasonably anticipates the payment to be deductible, or (2) the
period beginning on the date of the Participant's Separation from Service and
ending on the later of the end of the Participant's year of separation or the
fifteenth (15th) day of the third month after such separation; and (C) if
payment is delayed to the date of Separation from Service with respect to a
Participant who is a Specified Employee, such payment shall commence on the date
immediately following the six-month anniversary of the Separation from Service,
or if earlier, on the date of the Participant's death.


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    (iii)           The
Corporation shall delay the distribution of any amount otherwise required to be
distributed under the Plan if, and to the extent that, the Corporation
reasonably anticipates the making of the distribution would violate Federal
securities laws or other applicable law.  In such event, the
distribution will be made at the earliest date on which the Corporation
reasonably anticipates the making of the distribution will not cause such a
violation.

    


    (c)           Acceleration
of Distributions.  All or a portion of a Participant's
Sub-Accounts may be distributed at an earlier time and in a different form than
specified in this Article 4:

    


    (i)           As
may be necessary to fulfill a Qualified Domestic Relations Order or as specified
in Section 1.409A-3(j)(4)(3) of the Treasury
Regulations.  Distributions pursuant to a Qualified Domestic Relations
Order shall be made according to administrative procedures established by the
Corporation.

    


    (ii)           If
the Participant has an unforeseeable emergency.  For these purposes an
"unforeseeable emergency" is a severe financial hardship of the Participant
resulting from an illness or accident of the Participant or the Participant's
spouse, Beneficiary or dependent (as defined in Section 152(a) of the Code,
without regard to Section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the
Participant's property due to casualty (including the need to rebuild a home
following damage to a home not otherwise covered by insurance, for example, not
as a result of a natural disaster); or other similar extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of
the Participant.  For example, the imminent foreclosure of or eviction
from the Participant's primary residence may constitute an unforeseeable
emergency.  In addition, the need to pay for medical expenses,
including non-refundable deductibles, as well as for the cost of prescription
drug medication, may constitute an unforeseeable emergency.  Finally,
the need to pay for funeral expenses of a spouse, Beneficiary or a dependent (as
defined in Section 152(a) of the Code, without regard to Section 152(b)(1),
(b)(2) and (d)(1)(B)) may also constitute an unforeseeable
emergency.  Except as otherwise provided in this paragraph (c)(ii),
the purchase of a home and the payment of college tuition are not unforeseeable
emergencies.  Whether a Participant is faced with an unforeseeable
emergency permitting a distribution under this paragraph (c)(ii) is to be
determined based on the relevant facts and circumstances of each case, but, in
any case a distribution on account of an unforeseeable emergency may not be made
to the extent such emergency is or may be relieved through reimbursement or
compensation from insurance or otherwise, by liquidation of the Participant's
assets, to the extent the liquidation of such assets would not cause severe
financial hardship, or by cessation of Elective Deferrals.

    


    Distributions because of an
unforeseeable emergency must be limited to the amount reasonably necessary to
satisfy the emergency need (which may include amounts necessary to pay any
Federal, state, or local income taxes or penalties reasonably anticipated to
result from the distribution).  Determinations of the amounts
reasonably necessary to satisfy the emergency need must take into account any
additional compensation available due to the Participant's cancellation of a
Deferral Election Agreement due to an unforeseeable emergency pursuant to
Section 4.2.  However, the determination of amounts reasonably
necessary to satisfy the emergency need is not required to take into account any
additional compensation that, due to the unforeseeable emergency, is available
under another nonqualified deferred compensation plan but has not actually been
paid.


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    


    (iii)           Due
to a failure of the Plan to satisfy Section 409A with respect to the
Participant, but only to the extent an amount is required to be included in the
Participant's income as a result of such failure.

    


    (iv)           For
Elective Deferrals made for Plan Years commencing on or after January 1, 2010,
in the event of a Change in Control, in which case the Participant's Account
shall be distributed to him or her in a lump sum within 90 days after the date
on which the Change in Control occurs.

    


    4.6           Death
Benefit.  If a Participant dies with all or a portion of his or
her Account unpaid, the Account shall be paid to his or her Beneficiary, as
designated in accordance with Article 6, in the form (single lump sum or
installments) and time elected by the Participant under Sections 4.2 and 4.4,
subject to Section 4.5 and Article 8.  Notwithstanding the preceding
sentence, for Elective Deferrals made for Plan Years beginning on or after
January 1, 2010, if a Participant dies with all or a portion of his or her
Account unpaid, the Account shall be paid to his or her Beneficiary, as
designated in accordance with Article 6, in the form of a single lump sum, with
distribution commencing to the Beneficiary within 90 days following the date of
the Participant's death.

     

    4.7           Funding.  An
Employer's obligations under the Plan shall in every case be an unfunded and
unsecured promise to pay.  Each Participant's or Beneficiary's rights
under the Plan shall be no greater than those of a general, unsecured creditor
of an Employer.  The amount of each Participant's Account shall be
reflected on the accounting records of the Corporation but shall not be
construed to create, or require the creation of, a trust, custodial or escrow
account.  No Participant shall have any right, title, or interest
whatsoever in or to any investment reserves, accounts or funds an Employer may
purchase, establish, or accumulate, and, except as provided in Section 8.1, no
Plan provision or action taken pursuant to the Plan shall create or be construed
to create a trust or a fiduciary relationship of any kind between an Employer
and a Participant or any other person.  All amounts paid under the
Plan shall be paid in cash or Stock from the general assets of an Employer, and
an Employer shall not be obligated under any circumstances to fund its financial
obligations under the Plan.  The Corporation may create a trust to
hold funds or securities to be used in payment of its obligation under the Plan,
and may fund such trust; provided, however, any funds contained therein shall
remain liable to the claims of the Corporation's general creditors.

     

    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    


    V.           ADMINISTRATION

     

    5.1           Administration.  The
Plan shall be administered by the Committee.  In addition to the other
powers granted under the Plan, the Committee shall have all powers necessary to
administer the Plan, including, without limitation, powers:

    


    (a)           to
interpret the provisions of the Plan;

    


    (b)           to
establish and revise the method of accounting for the Plan and to maintain the
Accounts; and

    


    (c)           to
establish rules for the administration of the Plan and to prescribe any forms
required to administer the Plan.

    


    5.2           Actions
of the Committee.  The Committee (including any person or
entity to whom the Committee has delegated duties, responsibilities or
authority, to the extent of such delegation) has total and complete
discretionary authority to determine conclusively for all parties all questions
arising in the administration of the Plan, to interpret and construe the terms
of the Plan and to determine all questions of eligibility and status of members,
Participants and Beneficiaries under the Plan and their respective
interests.  Subject to the claims procedures of Article 9, all
determinations, interpretations, rules and decisions of the Committee (including
those made or established by any person or entity to whom the Committee has
delegated duties, responsibilities or authority, if made or established pursuant
to such delegation) are conclusive and binding upon all persons having or
claiming to have any interest or right under the Plan.

     

    5.3           Delegation.  The
Committee, or any officer or other member of the Corporation designated by the
Committee, shall have the power to delegate specific duties and responsibilities
to officers or other members of the Corporation or other individuals or
entities.  Any delegation may be rescinded by the Committee at any
time.  Each person or entity to whom a duty or responsibility has been
delegated shall be responsible for the exercise of such duty or responsibility
and shall not be responsible for any act or failure to act of any other person
or entity.

    


    5.4           Expenses.  The
expenses of administering the Plan shall be borne by the
Corporation.

     

    5.5           Reports
and Records.  The Committee, and those to whom the Committee
has delegated duties under the Plan, shall keep records of all their proceedings
and actions and shall maintain books of account, records and other data as shall
be necessary for the proper administration of the Plan and for compliance with
applicable law.

     

    5.6           Valuation
of Accounts and Account Statements.  As of each valuation date,
the Committee shall adjust the previous Account balances of each Participant for
Elective Deferrals, distributions and investment gains and losses.  A
"valuation date," for these purposes, is the last day of each calendar quarter,
and such other dates as the Committee may designate from time to time in its
discretion.  The Committee shall provide each Participant with a
statement of his or her Account balances on a quarterly basis.

     

    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    


    5.7           Indemnification
and Exculpation.  The agents, officers, directors and members
of the Corporation and its Subsidiaries and the Committee shall be indemnified
and held harmless by the Corporation against and from any and all loss, cost,
liability or expense that may be imposed upon or reasonably incurred by them in
connection with or resulting from any claim, action, suit or proceeding to which
they may be a party or in which they may be involved by reason of any action
taken or failure to act under the Plan and against and from any and all amounts
paid by them in settlement (with the Corporation's written approval) or paid by
them in satisfaction of a judgment in any such action, suit or
proceeding.  The foregoing provision shall not be applicable to any
person if the loss, cost, liability or expense is due to such person's gross
negligence or willful misconduct.

     

    VI.           BENEFICIARY
DESIGNATION

     

    6.1           Designation
of Beneficiary.  Each Participant shall be entitled to
designate a Beneficiary or Beneficiaries who, upon the Participant's death, will
receive the amounts that otherwise would have been paid to the Participant under
the Plan.  All designations shall be signed by the Participant and
shall be in a form prescribed by the Committee.  The Participant may
change his or her designation of Beneficiary at any time, on a form prescribed
by the Committee.  The filing of a new Beneficiary designation form by
a Participant shall automatically revoke all prior designations by that
Participant.

     

    6.2           Death of
Beneficiary.  In the event all the Beneficiaries named by a
Participant pursuant to Section 6.1 predecease the Participant, the amounts that
would have been paid to the Participant under the Plan shall be paid to the
Participant's estate.

     

    6.3           Ineffective
Designation.  In the event the Participant does not designate a
Beneficiary, or for any reason such designation is ineffective in whole or in
part, the ineffectively designated amounts shall be paid to the Participant's
estate.

     

    VII.           WITHHOLDING

     

    The Corporation shall reduce the amount
of any cash payment under the Plan and an Employer may reduce the amount of any
other compensation payable to a Participant to the extent the Corporation or
Employer deems appropriate for Federal, state or local tax withholding or other
purposes required by law.  The Corporation shall reduce the amount of
any Stock payment under the Plan to the extent the Corporation deems appropriate
for Federal, state or local tax withholding, based upon the supplemental wage
withholding rate, or for other purposes required by law.

     

    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    


    VIII.           CHANGE IN CONTROL,
AMENDMENT, AND TERMINATION

     

    8.1           Change in
Control.  The provisions of this Section 8.1 shall apply to
Elective Deferrals made for Plan Years commencing before January 1,
2010.

     

    (a)           Retention
of Plan Benefits.  A Participant shall retain rights to payment
of all amounts credited to his or her Accounts under the Plan, including
earnings pursuant to Section 4.3, in the event of a Change in
Control.

     

    (b)           Contributions
to Trust.  Notwithstanding anything in Section 4.7 to the
contrary, the Corporation shall be obligated not later than upon the occurrence
of a Change in Control, to transfer assets to one or more irrevocable grantor
trusts established by the Corporation in an amount at least sufficient to
provide for the obligations of the Employers under the Plan as of the date of
such transfer.  The assets of any such trust shall at all times be
subject to the claims of the general unsecured creditors of the Employers and
not be subject to the prior claim of any Participant or Beneficiary under the
Plan.  Any such trust so established and the rights and obligations of
any individual, the Employers, and the trustee in such trust shall be governed
exclusively by such trust; provided the provisions of the Plan shall govern
exclusively the rights of a Participant or Beneficiary to benefits under the
Plan.

     

    8.2           Plan
Amendment and Termination.  The Board or the Committee has the
authority to amend, modify, and/or terminate the Plan at any time.  No
amendment or termination of the Plan shall in any manner reduce the Account
balance of any Participant without the consent of the Participant (or if the
Participant has died, his or her Beneficiary).  Without limiting the
foregoing, the Board may, in its sole discretion:  (a) freeze the Plan
by precluding any further Elective Deferrals and/or other credits, but otherwise
maintain the balance of the provisions of the Plan; or (b) terminate the Plan in
its entirety and distribute the Participant's Accounts at an earlier date and in
a different form than otherwise provided under the Plan, provided such
termination and distribution comply with the requirements of Section 409A of the
Code.

     

    IX.           CLAIMS
PROCEDURE

     

    The Committee shall notify a
Participant in writing within 90 days of the Participant's written application
for benefits of the Participant's eligibility or non-eligibility for benefits
under the Plan; provided, however, benefit distribution shall not be contingent
upon a Participant's application for benefits.  If the Committee
determines a Participant is not eligible for benefits or full benefits, the
notice shall set forth:  (a) the specific reasons for such denial; (b)
a specific reference to the provision of the Plan on which the denial is based;
(c) a description of any additional information or material necessary for the
Participant to perfect the claim, and a description of why it is needed; and (d)
an explanation of the Plan's claims review procedure and other appropriate
information as to the steps to be taken if the Participant wishes to have the
claim reviewed.  If the Committee determines there are special
circumstances requiring additional time to make a decision, the Committee shall
notify the Participant of the special circumstances and the date by which a
decision is expected to be made, and may extend the time for up to an additional
90-day period.  If a Participant is determined by the Committee to be
not eligible for benefits, or if a Participant believes he or she is entitled to
greater or different benefits, the Participant shall have the opportunity to
have the Participant's claim reviewed by the Committee by filing a petition for
review with the Committee within 60 days after receipt by the Participant of the
notice issued by the Committee.  The petition shall state the specific
reasons the Participant believes the Participant is entitled to benefits or
greater or different benefits.  Within 60 days after receipt by the
Committee of the petition, the Committee shall afford the Participant (and the
Participant's counsel, if any) an opportunity to present the Participant's
position to the Committee orally or in writing, and the Participant (or counsel)
shall have the right to review the pertinent documents, and the Committee shall
notify the Participant of its decision in writing within the 60-day period,
stating specifically the basis of the decision written in a manner calculated to
be understood by the Participant and the specific provisions of the Plan on
which the decision is based.  If, because of the need for a hearing,
the 60-day period is not sufficient, the decision may be deferred for up to
another 60-day period at the election of the Committee, but notice of this
deferral shall be given to the Participant.  If a Participant does not
appeal on time, the Participant will lose the right to appeal the denial and the
right to file suit under ERISA, and the Participant will have failed to exhaust
the Plan's internal administrative appeal process, which is generally a
prerequisite to bringing suit.  In the event an appeal of a denial of
a claim for benefits is denied, any lawsuit to challenge the denial of such
claim must be brought within one year of the date the Committee has rendered a
final decision on the appeal.

     

    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    


    In the case of a Participant's death,
the same procedures shall apply to the Beneficiary.

     

    X.           MISCELLANEOUS

     

    10.1           Rights as
Stockholder.  No person shall have any right as a stockholder
of the Corporation with respect to any shares of Stock or other equity security
of the Corporation payable under the Plan unless and until such person becomes a
stockholder of record with respect to such shares or equity
security.

     

    10.2           Governing
Law.  The Plan and all determinations made and actions taken
pursuant thereto, to the extent not otherwise governed by the Code or the laws
of the United States, shall be governed by the laws of the State of Iowa and
construed in accordance therewith without giving effect to principles of
conflicts of laws.

     

    10.3           No Limit
on Compensation Plans or Arrangements.  Nothing contained in
the Plan shall prevent the Corporation or a Subsidiary from adopting or
continuing in effect other or additional compensation plans or
arrangements.

     

    10.4           No Right
to Employment.  Neither the adoption and maintenance of the
Plan nor the execution by the Corporation of a Deferral Election Agreement with
any Participant shall be construed as giving a Participant the right to be
retained as a member of the Corporation or any Subsidiary, nor will it affect in
any way the right of the Corporation or a Subsidiary to terminate a
Participant's employment at any time, with or without cause.  In
addition, the Corporation or a Subsidiary may at any time dismiss a Participant
from employment free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan.

     

    10.5           Severability.  If
any provision of the Plan or any Deferral Election Agreement is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction or would
disqualify the Plan or any Deferral Election Agreement under any law deemed
applicable by the Board, such provision shall be construed or deemed amended to
conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Board, materially altering the purpose or
intent of the Plan or the Deferral Election Agreement, such provision shall be
stricken as to such jurisdiction or Deferral Election Agreement, and the
remainder of the Plan or any such Deferral Election Agreement shall remain in
full force and effect.

     

    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    


    10.6           Securities
Matters.  The Corporation shall not be required to deliver any
share of Stock until the requirements of any federal or state securities or
other laws, rules or regulations (including the rules of any securities
exchange) as may be determined by the Corporation to be applicable are
satisfied.

     

    10.7           No
Fractional Shares.  No fractional shares of  Stock
shall be issued or delivered pursuant to the Plan.  Any fractional
share otherwise payable under the Plan shall be settled in the form of
cash.

     

    10.8           Headings.    Headings
are given to the Articles, Sections and Subsections of the Plan solely as a
convenience to facilitate reference.  Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.

    


    10.9           Nontransferability.  No
benefit payable at any time under the Plan will be subject in any manner to
alienation, sale, transfer, assignment, pledge, levy, attachment or encumbrance
of any kind.

    


    10.10         Unfunded
Plan.  The Plan is intended to be an unfunded plan maintained
primarily to provide deferred compensation benefits for "a select group of
management or highly compensated employees" within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA, and
therefore is further intended to be exempt from the provisions of Parts 2, 3,
and 4 of Title I of ERISA.

     

    10.11          No Other
Agreements.  The terms and conditions set forth herein
constitute the entire understanding of the Corporation, the Subsidiaries and the
Participants with respect to the matters addressed herein.

     

    10.12         Incapacity.  In
the event any Participant is unable to care for his or her affairs because of
illness or accident, any payment due may be paid to the Participant's spouse,
parent, brother, sister, adult child or other person deemed by the Corporation
to have incurred expenses for the care of the Participant, unless a duly
qualified guardian or other legal representative has been
appointed.

     

    10.13         Release.  Any
payment of benefits to or for the benefit of a Participant made in good faith by
the Corporation in accordance with the Corporation's interpretation of its
obligations hereunder, shall be in full satisfaction of all claims against the
Corporation and all Subsidiaries for benefits under the Plan to the extent of
such payment.

     

    10.14         Notices.  Any
notice permitted or required under the Plan shall be in writing and shall be
hand delivered or sent, postage prepaid, by first class mail, or by certified or
registered mail with return receipt requested, to the Committee, if to the
Corporation, or to the address last shown on the records of the Corporation, if
to a Participant.  Any such notice shall be effective as of the date
of hand delivery or mailing.

     

    10.15         Successors.  All
obligations of the Corporation under the Plan shall be binding upon and inure to
the benefit of any successor to the Corporation, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation
or otherwise, of all or substantially all of the business or assets of the
Corporation.

     

     

    -20-