ex10_24.htm


    
      

    

    
      EXHIBIT
10.24

       

      SAN
JOSE WATER COMPANY

      SPECIAL DEFERRAL
ELECTION   PLAN

       

      AS AMENDED AND RESTATED
EFFECTIVE JANUARY 1, 2008

       

       

      ARTICLE
I

       

      NAME AND
PURPOSE

       

      1.01           Purpose.  San
Jose Water Company, a corporation duly organized and existing under the laws of
State of California (the “Corporation”), established the Special Deferral
Election Plan (the “Plan”), effective as of January 1, 2005,  in order
to provide a select group of the management personnel and other highly
compensated employees of one or more participating employers with an opportunity
to defer a portion of their earnings each year and to realize an investment
return on those funds during the deferral period. The Plan is hereby amended and
restated, effective January 1, 2008, to conform the provisions of the plan
document to the applicable requirements of Section 409A of the Internal Revenue
Code and the Treasury Regulations issued thereunder. The Plan as so amended and
restated shall continue to function solely as a so-called “top hat” plan of
deferred compensation subject to the provisions of the Employee Retirement
Income Security Act of 1974 (as amended from time to time) applicable to such a
plan. The provisions of the Plan and its various amendments in effect prior to
this amendment and restatement were intended to comply with the proposed
Treasury Regulations under Internal Revenue Code Section 409A and the regulatory
guidance provided by the U.S. Treasury and the Internal Revenue Service with
respect to Section 409A compliance and transitional relief.

       

      1.02           General.  The
benefits provided under the Plan shall be paid, as they become due, either
directly from the Participating Employer’s general assets or through a grantor
trust arrangement established in accordance with the provisions of Article
VIII.  The interest of each participant (and his or her beneficiary)
in any benefits that become payable under the Plan shall be no greater than that
of an unsecured creditor of the Participating Employer.

       

       

      ARTICLE
II

       

      ADMINISTRATION OF THE
PLAN

       

      2.01           Plan
Administrator.  The Plan shall be
administered by the Executive Compensation Committee of the Board of Directors
of SJW Corp.  The Executive Compensation Committee acting in such
administrative capacity shall be referred to in this document as the Plan
Administrator and shall have full and complete authority to administer the Plan
and shall select the eligible employees who are to participate in the
Plan.

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      2.02           Authority.  The
interpretation and construction of any provision of the Plan and the adoption of
rules and regulations for plan administration shall be made by the Plan
Administrator.   Decisions of the Plan Administrator shall be
final and binding on all parties who have an interest in the Plan, including
(without limitation) all decisions relating to an individual’s eligibility for
participation in the Plan, his or her entitlement to benefits hereunder and the
amount of any such benefit entitlement.

       

       

      ARTICLE
III

       

      DEFINITIONS

       

      3.01           “Account”
shall mean the account maintained for each Participant on the books and records
of the Participating Employer to which there shall be credited the Eligible
Earnings deferred by such Participant pursuant to his or her Deferral Elections
under the Plan.

       

      The
Participant’s Account will be divided into a series of subaccounts, and there
will accordingly be a separate Deferral Election Subaccount
for each year the Participant defers a portion of his or her Eligible
Earnings.  There shall also be established a separate Deferral
Election Subaccount with respect to the March 2005 bonus payment which the
Participant may have elected in whole or in part to defer under the Plan in
accordance with the provisions of the Plan as in effect at that
time.

      


      3.02           “Affiliated
Company” shall mean (i) the Corporation and (ii) any other member of the
group of commonly controlled corporations or other businesses that include the
Corporation, as determined in accordance with Sections 414(b) and (c) of the
Code and the Treasury Regulations thereunder.

       

      3.03            “Board” shall mean the Corporation’s
Board of Directors.

       

      3.04           “Change in
Control” shall mean a change in ownership or control of the
Corporation  or a change in ownership or control of SJW Corp., a
California corporation (“SJW Corp.) which occurs while SJW  Corp. is
the beneficial owner (as determined pursuant to Rule 13d-3 of the 1934 Act) of
securities that possess more than fifty percent (50%) of the total combined
voting power of the Corporation’s outstanding voting securities.

       

      A. Change
in Control of the Corporation shall be deemed to occur if:

       

      (i)           any
one person or more than one person acting as a group (other than the Corporation
or any entity that directly or indirectly controls, is controlled by or is under
common control with, the Corporation) acquires beneficial ownership (as
determined pursuant to Rule 13d-3 of the 1934 Act) of securities that, together
with any other securities  beneficially owned by such person or group,
possess more than fifty percent (50%) of the total combined voting power of the
Corporation’s outstanding voting securities;

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      

       

      (ii)           a
merger, reorganization, consolidation or other similar transaction to which the
Corporation in a party, unless (A) securities possessing more than fifty percent
(50%) of the total combined voting power of the surviving entity or the parent
thereof are, immediately after such transaction, owned beneficially, directly or
indirectly and in substantially the same proportion, by the person or persons
who beneficially owned the Corporation’s outstanding voting securities
immediately before such transaction or (B) the other party to the merger,
reorganization or other transaction is an entity that directly or indirectly
controls, is controlled by or is under common control with, the
Corporation;

       

      (iii)          a
majority of the Board members is replaced over a twelve (12)- month period by
Board members whose appointment or election is not endorsed by a majority of
those individuals serving as Board members immediately prior to the date of such
appointment or election; or

       

      (iv)         
the Corporation sells all or substantially all of its assets in connection with
the liquidation or dissolution of the Corporation (other than to an entity that
directly or indirectly controls, is controlled by or is under common control
with, the Corporation), unless securities possessing more than fifty percent
(50%) of the total combined voting power of the entity acquiring such assets or
the parent thereof are, immediately after such sale, owned beneficially,
directly or indirectly and in substantially the same proportion, by the person
or persons who beneficially owned the Corporation’s outstanding voting
securities immediately before such sale.

      


      A Change
in Control of SJW Corp. shall be deemed to occur upon the closing of any of the
following transactions:

      


      (i)           The
acquisition, directly or indirectly by any person or related group of persons
(as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other
than SJW Corp. or a person that directly or indirectly controls, is controlled
by, or is under, control with SJW Corp. or an employee benefit plan maintained
by any such entity, of beneficial ownership (as defined in Rule 13d-3 of the
1934 Act) of securities of SJW Corp. which, when aggregated with any other
acquisition of such securities by such person or group within the twelve
(12)-month period ending with the date of the latest such
acquisition,  results in such person or related group of persons
beneficially owning securities representing thirty percent (30%) or more of the
combined voting power of the then-outstanding securities of SJW
Corp.;

      


      (ii)           A
merger, recapitalization, consolidation, or other similar transaction to which
SJW Corp. is a party, unless securities representing more than fifty percent
(50%) of the combined voting power of the then-outstanding securities of the
surviving entity or a parent thereof are immediately thereafter beneficially
owned, directly or indirectly and in substantially the same proportion, by the
persons who beneficially owned the outstanding voting securities  of
SJW Corp. immediately before the transaction;

      



      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (iii)           A
sale, transfer or disposition of all or substantially all of the assets of SJW
Corp., unless securities representing more than fifty percent (50%) of the
combined voting power of the then-outstanding securities of the entity acquiring
the SJW Corp. assets or the parent of such acquiring entity are immediately
thereafter beneficially owned, directly or indirectly and in substantially the
same proportion, by the persons who beneficially owned the outstanding voting
securities of SJW Corp. immediately before the transaction;

      


      


      (iv)           A
change in the composition of the Board of Directors of SJW Corp. over a twelve
(12)-month period such that a majority of those Board members ceases, by reason
of one or more contested elections for Board membership, to be comprised of
individuals who either (a) have been Board members since the beginning of such
period or (b) have been elected or nominated for election as Board members
during such period by at least a majority of the Board members who were
described in clause (a) or who were previously so elected or approved and who
were still in office at the time the Board approved such election or
nomination;

      


      provided,
however, that no Change in Control of SJW Corp. shall be deemed to occur
if the result of the transaction is to give more ownership or control of SJW
Corp. to any person or related group of persons who hold securities representing
more than thirty percent (30%) of the combined voting power of the outstanding
securities of SJW Corp. as of March 3, 2003.

      


      3.05           
“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to
time.

       

      3.06           “Corporation”
shall mean San Jose Water Company and any successor or assignee corporation,
whether by way of merger, acquisition or other reorganization.

       

      3.07           “Deferral
Election” shall mean the irrevocable election filed by the Participant
under Article V of this Plan pursuant to which a portion of his or her Eligible
Earnings for the Plan Year is to be deferred in accordance with the provisions
of the Plan.

       

      3.08           
“Eligible
Earnings” shall mean any direct and current cash compensation, including
salary, bonuses and other incentive-type compensation, earned by the Participant
for service as an Employee during the Plan Year.  Eligible Earnings
shall also include any bonus earned by the Participant for service as an
Employee during the period commencing

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      January
1, 2004 and continuing through March 31, 2005 and otherwise payable to such
Participant in March 2005 in the absence of a Deferral Election under the Plan
(the “March 2005 Bonus Payment”). In no event, however, shall a Participant’s
Eligible Earnings include, for purposes of the Plan:

       

      (i)           any
item of compensation (other than the March 2005 Bonus Payment) earned for a
period of service rendered prior to the effective date of the Deferral Election
which the Participant filed with respect to that item, or

       

      (ii)           any
item of compensation paid or distributed to the Participant after a period of
deferral, whether under this Plan or any other program of deferred compensation
maintained by the Corporation or any Affiliated Company.

       

      3.09           “Eligible
Employee” shall mean any Employee who is either a highly compensated
employee of his or her Participating Employer or part of its management
personnel, as determined pursuant to guidelines established from time to time by
the Plan Administrator.  In no event shall any of the following
individuals be deemed to be Eligible Employees:

       

      (i)           an
Employee who is not resident in the United States,

      


      (ii)          any
individual classified as an independent contractor or consultant or as a
temporary employee, or

      


      (iii)         any
individual who has ceased Employee status, whether by reason of Retirement or
otherwise.

      


      3.10           “Employee”
shall mean an individual for so long as he or she is in the employ of at least
one member of the Employer Group, subject to the control and direction of the
employer entity as to both the work to be performed and the manner and method of
performance.

       

      3.11           “Employer
Group” means the (i) Corporation and (ii) any other member of the group
of commonly controlled corporations or other businesses that include the
Corporation, as determined in accordance with Sections 414(b) and (c) of the
Code and the Treasury Regulations thereunder, except that in applying Sections
1563(1), (2) and (3) for purposes of determining the controlled group of
corporations under Section 414(b), the phrase “at least 50 percent” shall be
used instead of “at least 80 percent” each place the latter phrase appears in
such sections and in applying Section 1.414(c)-2 of the Treasury Regulations for
purposes of determining trades or businesses that are under common control for
purposes of Section 414(c), the phrase “at least 50 percent” shall be used
instead of “at least 80 percent” each place the latter phrase appears in
Section  1.4.14(c)-2 of the Treasury Regulations.

       

      3.12           “Extended
Deferral Election” shall mean a Participant’s election, made in
accordance with the terms and conditions of Section 7.02 of this Plan, to defer
the distribution of his or her Deferral Election Subaccount for an additional
period of at least five (5) years measured from the January 31 date (or the date
of any other specified event) on which that particular subaccount was scheduled
to first become due and payable under the Plan.

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      3.13           “1934
Act” shall mean the Securities Exchange Act of 1934, as amended from time
to time.

       

      3.14           
“Participant”
shall mean each Eligible Employee who participates in the Plan through one or
more Deferral Elections under Article V.

       

      3.15           “Participating
Employer” shall mean, with respect to each Participant, the Affiliated
Company employing that individual which has, with the consent of the Plan
Administrator, adopted this Plan as a deferred compensation program for one or
more of its Eligible Employees. The Participating Employers for the 2007 Plan
Year are set forth in attached Schedule I. Any additional Affiliated Companies
which may from time to time become Participating Employers shall be listed in
revised Schedule I.

       

      3.16           
“Plan
Year” shall mean each calendar year the Plan continues in effect,
beginning with the 2005 calendar year.

       

      3.17           “Separation
from Service” shall mean the Participant’s cessation of Employee status
by reason of his or her death, retirement or termination of
employment.  The Participant shall be deemed to have terminated
employment for such purpose at such time as the level of his or her bona fide
services to be performed as an Employee (or non-employee consultant) permanently
decreases to a level that is not more than twenty percent (20%) of the average
level of services he or she rendered as an Employee during the immediately
preceding thirty-six (36) months (or such shorter period for which he or she may
have rendered such Employee service).  Any such determination as to
Separation from Service, however, shall be made in accordance with the
applicable standards of the Treasury Regulations issued under Code Section
409A.  In addition to the foregoing, a Separation from Service will
not be deemed to have occurred while the Participant is on military leave, sick
leave or other bona fide leave of absence if the period of such leave does not
exceed six (6) months or any longer period for which such Participant’s right to
reemployment with one or more members of the Employer Group is provided either
by statute or contract; provided,
however, that in the event of a Participant’s leave of absence due to any
medically determinable physical or mental impairment that can be expected to
result in death or to last for a continuous period of not less than six (6)
months and that causes such individual to be unable to perform his or her duties
as an Employee, no Separation from Service shall be deemed to occur during the
first twenty-nine (29) months of such leave.  If the period of leave
exceeds six (6) months (or twenty-nine (29) months in the event of disability as
indicated above) and the Participant’s right to reemployment is not provided
either by statute or contract, then such Employee will be deemed to have a
Separation from Service on the first day immediately following the expiration of
such six (6)-month or twenty-nine (29)-month period.

       

      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

      3.18            “Specified
Employee” shall mean a “key employee” (within the meaning of that term
under Code Section 416(i)), as determined by the Plan Administrator in
accordance with the applicable standards of Code Section 409A and the Treasury
Regulations thereunder and applied on a consistent basis for all non-qualified
deferred compensation plans of the Employer Group subject to Code Section
409A.  The Specified Employees shall be identified on December 31 of
each calendar year and shall have that status for the twelve (12)-month period
beginning on April 1 of the following calendar year.

       

      3.19            “Valuation
Date” shall mean any date as of which the balance credited to each of the
Participant’s Deferral Election Subaccounts under the Plan is to be determined.
If the date in question is coincident with a date on which the U.S. financial
markets are open for business, then the Valuation Date shall be that same date;
otherwise, the Valuation Date shall be first date immediately preceding the date
in question on which the U.S. financial markets are open for
business.

       

       

      ARTICLE
IV

       

      PARTICIPATION

       

      4.01           Eligibility
Rules.  The Plan Administrator shall have absolute discretion
in selecting the Eligible Employees who are to participate in the Plan for each
Plan Year.  An Eligible Employee selected for participation for any
Plan Year must, in order to participate in the Plan for that year, file his or
her Deferral Election on or before the last day of the immediately preceding
Plan Year. However, an Eligible Employee who is first selected for participation
in the Plan after the start of a Plan Year and who has not otherwise been
eligible for participation in any other non-qualified elective account balance
plan subject to Code Section 409A and maintained by one or more Affiliated
Companies will have until the thirtieth (30th) day following the date he or she
is so selected in which to file his or her Deferral Election for that Plan
Year.

       

      4.02           Cessation
of Participation.  Every Eligible Employee who becomes a
Participant may continue to file Deferral Elections under the Plan for one or
more subsequent Plan Years until the earliest
of (i) his or her exclusion from the Plan upon written notice from the Plan
Administrator, (ii) his or her cessation of Employee status or (iii) the
termination of the Plan.  The Plan Administrator shall have complete
discretion to exclude one or more individuals from Participant status for one or
more Plan Years as the Plan Administrator deems appropriate, including the
entire period the Participant continues in Employee status following such
exclusion.  However, no such exclusion authorized by the Plan
Administrator shall become effective until the first day of the first Plan Year
coincident with or next following the date of the Plan Administrator resolution
authorizing such exclusion.  If any individual is excluded from
Participant status for one or more Plan Years, then such individual shall not be
entitled to defer any part of his or her Eligible Earnings for those Plan
Years.

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      ARTICLE
V

       

      DEFERRAL
ELECTION

       

      5.01           Annual
Election.  Each Participant shall have the right to file a
Deferral Election to defer a portion of his or her Eligible Earnings for each
Plan Year for which he or she is to be or remain a Participant.

       

      5.02           Election
Procedure.  Each Deferral Election shall be made in compliance
with all of the following requirements and shall not be effective unless such
requirements are met:

       

      A.                      The
Deferral Election must be exercised by means of a written notice filed with the
Plan Administrator or its designate. The notice shall be substantially in the
form of the Deferral Election attached as Exhibit A and must be filed on or
before the last day of the calendar year immediately preceding the start of the
Plan Year for which the Eligible Earnings subject to that election are to be
earned.  However, an Eligible Employee who is first selected for
participation in the Plan after the start of a Plan Year and who has not
otherwise been eligible for participation in any other non-qualified elective
account balance plan subject to Code Section 409A and maintained by one or more
Affiliated Companies must file his or her initial Deferral Election no later
than thirty (30) days after the date he or she is so selected.  Such
Deferral Election shall only be effective for Eligible Earnings attributable to
Employee service for the period commencing with the first day of the first
calendar month coincident with or next following the filing of such Deferral
Election and ending with the close of such Plan Year.

       

      B.           The
percentage of Eligible Earnings which a Participant may elect to defer each Plan
Year pursuant to his or her Deferral Election must comply with the following
guidelines:

       

      (i)           To
the extent the Participant’s base salary is the subject of the Deferral
Election, the amount to be deferred pursuant to such election must not be less
than five percent (5%), nor more than fifty percent (50%), of the portion of
such base salary included within his or her Eligible Earnings for such Plan
Year.

      


      (ii)           To
the extent the Participant’s bonus or other incentive compensation is the
subject of the Deferral Election, the amount to be deferred pursuant to such
election must be a multiple of five percent (5%), up to one hundred percent
(100%) of the portion of such bonus or other incentive compensation included in
his or her Eligible Earnings for such Plan Year.

      


      C.           The
Participant must also specify in the Deferral Election the event or date which
shall serve as the commencement date for the distribution of the Deferral
Election Subaccount attributable to that election. The following commencement
dates shall be permissible:

       

      
        
           


        

        
          8

          
            

          

        

        
           


        

      

       

      -           January
31 of any calendar year which is at least five (5) calendar years after the
calendar year in which the Eligible Earnings credited to such subaccount were
earned,

       

      -           January
31 of the calendar year following the calendar year in which occurs the
Participant’s Separation from Service,

       

      -           the
earlier of
(i) January 31 of any calendar year which is at least five (5) calendar years
after the calendar year in which the Eligible Earnings credited to such
subaccount were earned or (ii) January 31 of the calendar year following the
calendar year in which occurs the Participant’s Separation from Service,
or

       

      -           the
closing of a Change in Control transaction.

       

      -           the
earliest
of (i) January 31 of any calendar year which is at least five (5)
calendar years after the calendar year in which the Eligible Earnings credited
to such subaccount were earned, (ii) January 31 of the calendar year following
the calendar year in which occurs the Participant’s Separation from Service or
(iii) the closing of a Change in Control transaction, or

       

      -           any
other combination of the foregoing.

       

      D.           The
Participant shall also specify in the Deferral Election the manner in which the
Deferral Election Subaccount attributable to that election shall be
distributed.  The following methods of distribution shall be
permissible:

       

      -           lump
sum payment,

       

      -           annual
installments over five (5)-year term, or

       

      -           annual
installments over ten (10)-year term

       

      For
purposes of Sections 7.02 and 7.08, an installment distribution shall be treated
as a single aggregate payment, and not as a series of individual installment
payments.

       

      E.           The
Deferral Election for a particular Plan Year shall become irrevocable as of the
first day of that Plan Year (or any later day the Deferral Election for such
Plan Year may be filed under Section 5.02 by a newly-eligible Participant), and
no subsequent changes may be made to that Deferral Election once it becomes
irrevocable.

       

      5.03           Deferral
Election Subaccounts.  A separate Deferral Election Subaccount
shall be established for each Plan Year for which the Participant defers a
portion of his or her Eligible Earnings under the Plan.  Such
subaccount shall be credited with the Eligible Earnings subject to the Deferral
Election in effect for that Plan Year, as and when those Eligible Earnings would
have otherwise become due and payable to the Participant in the absence of such
Deferral Election. A separate Deferral Election Subaccount shall also be
maintained for any portion of the March 2005 Bonus Payment which the Participant
may have elected to defer under the Plan.  The Participant shall at
all times be fully vested in the balance credited to each of his or her Deferral
Election Subaccounts.

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      5.04           Withholding
Taxes.  The Participant shall be responsible for the
satisfaction of all federal, state and local employment and other payroll taxes
(including FICA taxes) which are required to be withheld on the Eligible
Earnings deferred under the Plan and shall accordingly pay such taxes as and
when they become due under applicable law, either by separate check payable to
the Participating Employer or through the Participating Employer’s withholding
of those taxes from other wages and earnings payable to the
Participant.  Accordingly,
the  Participant’s  Deferral Election shall be deemed to
authorize such tax withholding by the Participating Employer in the absence of
any other arrangement made by the Participant to satisfy his or her withholding
tax liability.

       

      5.05           Subsequent
Distribution.  The Deferral Election Subaccounts shall be
distributed in accordance with the provisions of Article VII of the
Plan.

       

       

      ARTICLE
VI

       

      INVESTMENT
RETURN

      


      6.01           Investment
Return for 2005 Calendar Year. For the period from January 1, 2005 to
December 31, 2005 (the “2005 Investment Year”), each of the Participant’s
outstanding Deferral Election Subaccounts was adjusted periodically to reflect
the earnings, gains and losses equal to the actual investment experience
realized for the period by one or more of the investment funds selected by the
Participant from the investment alternatives available under the Plan for the
2005 Investment Year. At the close of the 2005 Investment Year, each of the
Participant’s outstanding Deferral Election Subaccounts was valued in accordance
with the valuation procedures set forth in Section 6.05, and the balance shall
thereafter be credited with a fixed rate of interest in accordance with the
applicable provisions of Sections 6.02 and 6.03.

       

      6.02           Investment
Return for 2006 Calendar Year. For the period from
January 1, 2006 to December 31, 2006 (the “2006 Investment Year”), each of the
Participant’s outstanding Deferral Election Subaccounts was credited with a
fixed rate of interest, compounded semi-annually, equal to the 30-year long-term
borrowing cost of funds to the Corporation (or the equivalent thereof), as
measured as of the start of the 2006 Investment Year. Following the close of the
2006 Investment Year, the Deferral Election Subaccounts shall be credited with a
fixed rate of interest in accordance with the applicable provisions of Section
6.03

       

      6.03           Investment
Return for Subsequent Calendar Years.  Commencing
January 1, 2007 and continuing throughout the period there remains an
outstanding balance credited to such subaccount, each of the Participant’s
Deferral Election Subaccounts shall be credited with a fixed rate of interest,
compounded semi-annually and periodically reset in accordance with the following
procedures:

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      -           For
each Plan Year, beginning with the 2007 Plan Year, the fixed rate of interest
shall be equal to the lower of (i) the then current 30-year long-term borrowing
cost of funds to the Corporation (or the equivalent thereof), as measured as of
the start of such Plan Year, or (ii) 120% of the long-term Applicable Federal
Rate determined as of the start of such Plan Year and based on semi-annual
compounding.

      


      6.04           Charges
to Account.  Each of the Participant’s Deferral Election
Subaccounts shall be charged with its allocable share of the costs and expenses
incurred in connection with the administration of the investment return
provisions of this Article VI, except to the extent one or more Participating
Employers elect in their sole discretion to pay all or a portion of those costs
and expenses.

       

      6.05           Account
Value.   The value of each of the Participant’s Deferral
Election Subaccounts on any Valuation Date in question shall be equal to the
balance credited to that subaccount as of the close of business on that date,
including the appropriate adjustments for (i) any deferred Eligible Earnings or
investment gains or earnings or interest return credited to such subaccount as
of such date and (ii) any distributions, hardship withdrawals or investment
losses charged against the subaccount as of such date.

       

      6.06           Account
Statements.  Following the close of each calendar quarter, each
Participant shall receive a written statement of the value of each of his or her
Deferral Election Subaccounts as of the last Valuation Date in that
quarter.

       

       

      ARTICLE
VII

       

      DISTRIBUTION OF
BENEFITS

       

      7.01           Normal
Distribution.  The Participant’s Deferral Election Subaccount
for a particular Plan Year shall become due and payable in accordance with the
commencement date and method of distribution designated by the Participant in
his or her Deferral Election for that Plan Year, and such distribution shall
begin as soon as administratively practicable on or after the designated
commencement date or event, but in no event later than the later of
(i) the close of the calendar year in which the designated commencement date or
event occurs or (ii) the fifteenth (15th) day of the third (3rd) calendar month
following the occurrence of such commencement date or event.

       

      7.02           Extended
Deferral Election.  A Participant may
make an Extended Deferral Election with respect to any Deferral Election
Subaccount maintained for him or her under the Plan, provided the Participant
remains at the time of such election a highly compensated Employee or member of
the management group of an Affiliated Company (as determined pursuant to
guidelines established by the Plan Administrator).  However, only one
Extended Deferral Election may be made per Deferral Election Subaccount. The
Extended Deferral Election must be made by filing an appropriate election form
with the Plan Administrator at least twelve (12) months prior to the date the
Deferral Election Subaccount subject to such election is scheduled to become
payable pursuant to Section 7.01, and the Extended Deferral Election for that
subaccount shall in no event become effective or otherwise have any force or
applicability until the expiration of the twelve (12)-month period measured from
the date such election is filed with the Plan Administrator. Accordingly, the
Extended Deferral Election shall become null and void should the Participant’s
pre-existing specified commencement date or event occur within that twelve
(12)-month period. The Extended Deferral Election must also specify a January 31
commencement date in a Plan Year which is at least five (5) Plan Years later
than the Plan Year in which the distribution of that subaccount would have
otherwise been made or commenced in the absence of the Extended Deferral
Election.  As part of the Extended Deferral Election, the Participant
may also elect a different method of distribution, provided the selected method
complies with one of the forms of distribution specified in Section 5.02E. Once
the Extended Deferral Election becomes effective in accordance with the
foregoing provisions of this Paragraph 7.02, such election shall remain in
effect, whether or not the Participant continues in Employee status; provided,
however, that in the event of the Participant’s death, the provisions of
Paragraph 7.05 shall apply.

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      7.03           Special
Distribution Election in 2007.  Notwithstanding
the limitations and restrictions of Section 7.02, Participants may make a
special election to change the time and form of the distribution of one or more
of their Deferral Election Subaccounts, provided that the distribution election
is made at least twelve months in advance of the newly elected distribution
date, and the election is made no later than December 31, 2007.  An
election made pursuant to this Section 7.03 shall be treated as an initial
distribution election and shall be subject to any special administrative rules
imposed by the Plan Administrator, including rules intended to comply with
Section 409A of the Code. No election under this Section 7.03 shall (i) change
the payment date of any distribution otherwise scheduled to be paid in 2007 or
cause a payment to be made in 2007 that was otherwise scheduled for payment in a
later year or (ii) be permitted after December 31, 2007

       

      7.04           
Hardship
Withdrawal.  If a Participant (A) incurs a severe financial
hardship as a result of (i) a sudden and unexpected illness or accident
involving the Participant or his or her spouse or any dependent (as determined
pursuant to Section 152(a) of the Code),  (ii) a casualty loss
involving the Participant’s property or (iii) other similar extraordinary and
unforeseeable event beyond the Participant’s control and (B) does not have any
other resources available, whether through reimbursement or compensation (by
insurance or otherwise), liquidation of existing assets (to the extent such
liquidation would not itself result in financial hardship) or cancellation of
his or her existing Deferral Election under the Plan, to satisfy such financial
emergency, then the Participant may apply to the Plan Administrator for an
immediate distribution from his or her Account in an amount necessary to satisfy
such financial hardship and the tax liability attributable to such
distribution.  The Plan Administrator shall have complete discretion
to accept or reject the request and shall in no event authorize a distribution
in an amount in excess of that reasonably required to meet such financial
hardship and the tax liability attributable to that distribution.

       

      7.05           Death
Before Full Distribution. If the Participant dies before the entire
balance of his or her Account is distributed, then the unpaid  balance
shall be paid in a lump sum to his or her designated beneficiary(ies) under the
Plan.  Such payment shall be made as soon as administratively
practical following the Participant’s death, but in no event later than the
later of
(i) the end of the calendar year in which the Participant’s death occurs or (ii)
the fifteenth (15th) day of the third (3rd) calendar month following the date of
the Participant’s death. The Participant may designate one or more such
beneficiaries, or may revoke his or her existing beneficiary designation and
make a new designation, by filing a properly completed Beneficiary Designation,
in substantially the form of attached Exhibit B, with the Plan Administrator or
its designate.  Should the Participant die without a valid beneficiary
designation in effect or after the death of his or her designated
beneficiary(ies), then any amounts due him or her under the Plan shall be paid
to the personal representative of his or her estate.

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      7.06           Valuation.   The amount to be
distributed from any Deferral Election Subaccount pursuant to this Article VII
shall be determined on the basis  of the balance credited to that
subaccount as of the most recent practicable Valuation Date (as determined by
the Committee or its designate) preceding the date of the actual distribution.
For a Participant who has elected an installment distribution for any
Deferral Election Subaccount, such distribution shall be effected through a
series of substantially equal payments (as adjusted for investment gains or
losses), and the amount of each such annual installment shall accordingly be
determined by dividing the balance credited to that subaccount as of the most
recent practicable Valuation Date (as determined by the Plan Administrator)
preceding the date of the actual distribution of that installment by the number
of installments (including the current installment) remaining in the selected
five (5) or ten (10)-year distribution period.

       

      7.07           Withholding.  All
payments made under the Plan shall be subject to the Participating Employer’s
withholding of all required federal, state and local income and
employment/payroll taxes, and all such payments shall be net of such tax
withholding.

       

      7.08           Small
Account Balances.

       

      A.           If
the aggregate balance of the Participant’s Account is not greater than the
applicable dollar amount in effect under Code Section 401(g)(1)(B) at the time
of the Participant’s Separation from Service and the Participant is not
otherwise at that time participating in any other non-qualified elective account
balance plan subject to Code Section 409A and maintained by one or more members
of the Affiliated Group, then that balance shall be distributed to the
Participant in a lump sum distribution as soon as administratively practical
following such Separation from Service, whether or not the Participant elected
that form of distribution or distribution event, but in no event later than the
later of
(i) the end of the calendar year in which such Separation from Service occurs or
(ii) the fifteenth (15th) day of the third (3rd) calendar month following the
date of such Separation from Service.

       

      B.           Should
the aggregate present value of all of the remaining unpaid installments due to a
Participant who is receiving one or more installment distributions under the
Plan fall below Twenty-Five Thousand Dollars ($25,000), then those unpaid
installments shall be paid to the Participant in a single lump sum within thirty
(30) days thereafter.

       

      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      7.09           Mandatory
Deferral of Distribution.  Notwithstanding any
provision to the contrary in this Article VII or any other article in the Plan,
no distribution which becomes due and payable by reason of a Participant’s
Separation from Service shall be made to such  Participant prior to
the earlier of
(i) the first day of the seventh (7th) month following the date of the
Participant’s Separation from Service or (ii) the date of his or her death,
if  the Participant is deemed at the time of such Separation from
Service to be a Specified Employee and such
delayed commencement is otherwise required in order to avoid a prohibited
distribution under Code Section 409A(a)(2). Upon the expiration of the
applicable deferral period, all payments deferred pursuant to this Section 7.09
(whether they would have otherwise been payable in a single sum or in
installments in the absence of such deferral) shall be paid in a lump sum to the
Participant, and any remaining payments due under the Plan shall be paid in
accordance with the normal payment dates specified for them
herein.  During such deferral period, the Participant’s Account shall
continue to be subject to the investment return provisions of Article
VI.

       

       

      ARTICLE
VIII

       

      MISCELLANEOUS

      


      8.01           Benefits
Not Funded.  The obligation to pay the vested balance of each
Participant’s Deferral Election Subaccounts hereunder shall at all times be an
unfunded and unsecured obligation of the Participating Employer. Except to the
extent the Corporation or any Participating Employer may in its sole discretion
elect to implement a grantor trust to hold funds for the payment of any benefits
which become due and payable hereunder, neither the Corporation nor any
Participating Employer shall have any obligation to establish any trust, escrow
arrangement or other fiduciary relationship for the purpose of segregating funds
for the payment of the balances credited to such subaccounts, nor shall the
Corporation or any Participating Employer be under any obligation to invest any
portion of its general assets in mutual funds, stocks, bonds, securities or
other similar investments in order to accumulate funds for the satisfaction of
its obligations under the Plan.

       

      8.02           General
Creditor Status. The Participant (or his or her beneficiary) shall look
solely and exclusively to the general assets of the Participating Employer for
the payment of the Deferral Election Subaccounts maintained on the Participant’s
behalf under the Plan.  Payments from any grantor trust established by
the Corporation or any Participating Employer under the Plan shall be made as
and when benefits become payable to Participants in accordance with the
distribution provisions of Article VII of the Plan, with any remaining balance
due the Participants to be paid out of the general assets of the Participating
Employer.

       

      8.03           No
Employment Right.  Neither the action of the Corporation or the
Participating Employer in establishing or maintaining the Plan, nor any action
taken under the Plan by the Committee, nor any provision of the Plan itself
shall be construed so as to grant any person the right to remain in the employ
of the Participating Employer or any other Affiliated Company for any period of
specific duration, and the Participant may be discharged at any time, with or
without cause.

       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      

       

      8.04           Amendment/Termination.  The
Plan Administrator may at any time amend the provisions of the Plan to any
extent and in any manner the Plan Administrator shall deem advisable, and such
amendment shall become effective at the time of such Plan Administrator action.
Without limiting the generality of the foregoing, the Plan Administrator may
amend the Plan to impose such restrictions upon (i) the timing, filing and
effectiveness of Deferral Elections or Extended Deferral Elections and (ii) the
distribution provisions of Article VII which the Plan Administrator deems
appropriate or advisable in order to avoid the current income taxation of
amounts deferred under the Plan which might otherwise occur as a result of
changes to the tax laws and regulations governing deferred compensation
arrangements such as the Plan. The Plan Administrator may also at any time
terminate the Plan in whole or in part.  Except for such
modifications, limitations or restrictions as may otherwise be required to avoid
current income taxation or other adverse tax consequences to Participants as a
result of changes to the tax laws and regulations applicable to the Plan, no
such plan amendment or plan termination authorized by the Plan Administrator
shall adversely affect the benefits of Participants accrued to date under the
Plan or otherwise reduce the then outstanding balances credited to their
Deferral Election Subaccounts or otherwise adversely affect the distribution
provisions in effect for those subaccounts, and all amounts deferred prior to
the date of any such plan amendment or termination shall, subject to the
foregoing exception, continue to become due and payable in accordance with the
distribution provisions of Article VII as in effect immediately prior to such
amendment or termination.

       

      8.05           Applicable
Law.  The Plan is intended to constitute an unfunded deferred
compensation arrangement for a select group of management and other highly
compensated persons, and all rights hereunder shall be construed, administered
and governed in all respects in accordance with the provisions of the Employee
Retirement Income Security Act of 1974 (as amended from time to time) applicable
to such an arrangement and, to the extent not pre-empted thereby, by the laws of
the State of California without resort to its conflict-of-laws
provisions.  If any provision of this Plan shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remaining provisions
of the Plan shall continue in full force and effect.

       

      8.06           Satisfaction
of Claims.  Any payment made to a Participant or his or her
legal representative or beneficiary in accordance with the terms of this Plan
shall to the extent thereof be in full satisfaction of all claims with respect
to that payment which such person may have against the Plan, the Plan
Administrator (or its designate), the Corporation, the Participating Employer
and all other Affiliated Companies, any of whom may require the Participant or
his or her legal representative or beneficiary, as a condition precedent to such
payment, to execute a receipt and release in such form as shall be determined by
the Plan Administrator.

       

      8.07           Alienation
of Benefits.  No person entitled to any benefits under the Plan
shall have the right to alienate, pledge, hypothecate or otherwise encumber his
or her interest in such benefits, and those benefits shall not, to the maximum
extent permissible by law, be subject to claim of his or her creditors or liable
to attachment, execution or other process of law. Notwithstanding the foregoing,
any benefits in which the Participant has a vested right under the Plan may
instead be distributed to one or more third parties (including, without
limitation, the Participant’s former spouse) to the extent such distribution is
required by a domestic relations order or other order or directive of a court
with jurisdiction over the Participant and his or her benefits hereunder, and
the Participant shall cease to have any right, interest or entitlement to any
benefits to be distributed pursuant to such order or directive.

       

      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      8.08           Expenses.  In
addition to the expenses and costs set forth in Section 6.03,
each  Participant’s Account shall also be charged with its allocable
share of all other costs and expenses incurred in the operation and
administration of the Plan, except to the extent one or more Participating
Employers elect in their sole discretion to pay all or a portion of those costs
and expenses.

       

      8.09           Successors
and Assigns.  The obligation of each Participating
Employer  to make the payments required hereunder shall be binding
upon the successors and assigns of that Participating Employer, whether by
merger, consolidation, acquisition or other reorganization. Except for such
modifications, limitations or restrictions as may otherwise be required to avoid
current income taxation or other adverse tax consequences to Participants as a
result of changes to the tax laws and regulations applicable to the Plan, no
amendment or termination of the Plan by any such successor or assign shall
adversely affect or otherwise impair the rights of Participants to receive
benefit payments hereunder, to the extent attributable to amounts deferred prior
to the date of such amendment or termination, in accordance with the applicable
distribution provisions of Article VII hereof as in effect immediately prior to
such amendment or termination.

       

       

      ARTICLE
IX

       

      BENEFIT
CLAIMS

       

      9.01           Claims
Procedure.  No application is required for the payment of
benefits under the Plan.  However, if any Participant (or beneficiary)
believes he or she is entitled to a benefit from the Plan which differs from the
benefit determined by the Plan Administrator,  then such individual
may file a written claim for benefits with the Plan
Administrator.  Each claim shall be acted upon and approved or
disapproved within ninety (90) days following receipt by the Plan
Administrator.

       

      9.02           Denial of
Benefits.  In the event any claim for benefits is denied, in
whole or in part, the Plan Administrator shall notify the claimant in writing of
such denial and of his or her right to a review by the Plan Administrator and
shall set forth, in a manner calculated to be understood by the claimant,
specific reasons for such denial, specific references to pertinent provisions of
the Plan on which the denial is based, a description of any additional material
or information necessary to perfect the claim, an explanation of why such
material or information is necessary, and an explanation of the review
procedure.

       

      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      9.03           Review.

       

      A.           Any
person whose claim for benefits is denied in whole or in part may appeal to the
Plan Administrator for a full and fair review of the decision by submitting to
the Plan Administrator, within ninety (90) days after receiving written notice
from the Plan Administrator of such denial, a written statement:

       

      (i)           requesting
a review by the Plan Administrator of his or her claim for
benefits;

       

      (ii)          setting
forth all of the grounds upon which the request for review is based and any
facts in support thereof; and

       

      (iii)         setting
forth any issues or comments which the claimant deems pertinent to his or her
claim.

       

      B.           The
Plan Administrator shall act upon each such appeal within sixty (60) days after
receipt of the claimant’s request for review by the Plan Administrator, unless
special circumstances require an extension of time for processing.  If
such an extension is required, written notice of the extension shall be
furnished to the claimant within the initial sixty (60)-day period, and a
decision shall be rendered as soon as possible, but not later than one hundred
twenty (120) days after receipt of the initial request for
review.  The Plan Administrator shall make a full and fair review of
each such appeal and any written materials submitted by the claimant or the
Participating Employer in connection therewith and may require the Participating
Employer or the claimant to submit such additional facts, documents or other
evidence as the Plan Administrator may, in its sole discretion, deem necessary
or advisable in making such a review.  On the basis of its review, the
Plan Administrator shall make an independent determination of the claimant’s
eligibility for benefits under the Plan.  The decision of the Plan
Administrator  on any benefit claim shall be final and conclusive upon
all persons.

       

      C.           Should
the Plan Administrator deny an appeal in whole or in part, the Plan
Administrator shall give written notice of such decision to the claimant,
setting forth in a manner calculated to be understood by the claimant the
specific reasons for such denial and specific reference to the pertinent Plan
provisions on which the decision was based.  The notice shall
also  include a statement that the claimant has a right to bring a
right to bring a civil action under Section 502(a) of the Employee Retirement
Income Security Act of 1974 (as amended from time to time).

       


      
        
           


        

        
          17

          
            

          

        

        
           


        

      

      


      SCHEDULE
A

      


      LIST OF PARTICIPATING
EMPLOYERS


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      EXHIBIT
A

       

      SPECIAL DEFERRAL ELECTION
PLAN

       

      DEFERRAL ELECTION
FORM

      200__ PLAN YEAR


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      DEFERRAL ELECTION
FORM

      200__ PLAN
YEAR

       

      Please
check the applicable boxes and complete form as appropriate.

       

      
        	
                £

              	
                A.

              	
                I
      hereby elect to participate in the Special Deferral Election Plan (the
      “Plan”) for the 200__ plan year

              


      

       

      I hereby
elect to defer payment of a portion of my eligible earnings for services
rendered in the 200__ plan year, in the dollar amount determined in accordance
with the following elections:

       

      Base
Salary:   ____% (in increments of one percent, with a
minimum of 5% and a maximum of 50%)  of my base salary earned for
service rendered during the 200__ plan year.

       

      Bonus/Incentive
Compensation:  ____% (in increments of 5%, up to a maximum of
100%) of any cash bonus or other cash incentive compensation earned for service
rendered during the 200__ plan year.

       

      
        	
                £

              	
                B.

              	
                I
      hereby elect the following commencement date for the distribution
      of  my deferral election subaccount for the 200__ plan
      year:

              


      

       

      ____          January
31 of calendar year _______________  (must be at least five (5)
calendar years after the 200__ calendar year).

       

      ____          January
31 of the calendar year following the calendar year in which my separation from
service occurs.

       

      ____         
the closing of a Change in Control (as such term is defined in the
Plan)

       

      ____          the
earlier of
(i) January 31 of  calendar year _________ (a calendar year which is
at least five (5) calendar years after the 200__ calendar year) or (ii) January
31 of the calendar year following the calendar year in which my separation from
service occurs.

       

      ____          the
earlier of
(i) January 31 of the calendar year following the calendar year in which my
separation from service occurs or (ii) the closing of a Change in
Control.

       

      ____          the
earlier of
(i) January 31 of  calendar year ___________ (a calendar year which is
at least five (5) calendar years after the 200__ calendar year) or (ii) the
closing of a Change in Control.

       

      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      _____                      the
earliest
of (i) January 31 of  calendar year ___________ (a calendar year which
is at least five (5) calendar years after the 200__ calendar year), (ii) January
31 of the calendar year following the calendar year in which my separation from
service occurs or (iii) the closing of a Change in Control.

       

      
        	
                £

              	
                C.

              	
                I
      hereby elect the following method of distribution for my deferral election
      subaccount for the 200__ plan year:

              


      

       

      ___           lump
sum payment

       

      ___           annual
installments over five (5)-year term, or

       

      ___           annual
installments over ten (10)-year term

       

      I
understand that no distribution shall be made or commence, in connection with my
separation from service, prior to the earlier of
(i) the expiration of the six (6)-month period measured from the date of such
separation from service or (ii) the date of my death, if I am deemed at the time
of such separation from service to be a “specified employee” within the meaning
of that term under Code Section 409A and the applicable regulations
thereunder.

      


      As
required by the Federal tax laws, my deferral election shall
become  irrevocable on the first day of the 200___  plan
year and cannot be changed or modified under any circumstances after that
day.

       

      To the
extent my rights under law to the earnings deferred pursuant to this election
are greater than the rights of a general unsecured creditor of my Participating
Employer, I hereby waive those rights and agree that I shall have only the
rights of a general unsecured creditor with respect to the payment of my
deferred earnings.

       

      I
understand I am responsible for the satisfaction of all federal, state and local
employment and other payroll taxes (including FICA taxes) which are required to
be withheld on the compensation I defer under the Plan, and I shall pay such
taxes as and when they become due under applicable law, either by separate check
payable to my Participating Employer or through my Participating Employer’s
withholding of those taxes from other wages and earnings payable to
me.  Accordingly, this deferral election shall be deemed to authorize
such tax withholding by my Participating Employer in the absence of any other
arrangement made by me to satisfy such withholding tax liability.

       

      
        	
                £

              	
                D.

              	
                I
      hereby elect not to defer any portion of my base salary for the 200__ Plan
      Year under the  Plan.

              


      

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	
                £

              	
                E.

              	
                I
      hereby elect not to defer any portion of my bonus or other incentive
      compensation for the 200__ Plan Year under the
  Plan.

              


      

       

      
        	
                £

              	
                F.

              	
                I
      hereby elect to have the deferral elections specified in Sections A
      through C above continue for each subsequent plan year, until I change my
      deferral elections in accordance with the provisions of the
      Plan.  Any such change shall become effective for a particular
      plan year only if the new deferral election is filed not later than the
      December 31 immediately prior to the start of that plan
    year.

              


      

       

      
        	 
      	
                Printed
      Name:

              	 
      
	 
      	
                 
      

              	 
      	 
      
	 
      	
                Signature:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Dated:

              	 
      	
                ,
      200__

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
B

      


      SPECIAL  DEFERRAL
ELECTION  PLAN

       

      DESIGNATION OF
BENEFICIARY

       

      I hereby
designate the following individual or individuals as the beneficiary or
beneficiaries of all my right, title and interest in and to the unpaid vested
balance credited to my account under the Special Deferral Election Plan at the
time of my death, hereby revoking any prior designation of beneficiaries made by
me under such Plan:

       

      
        	 
      	 
      	
                Name

              	 
      	
                Relationship

              	 
      	
                Percent
      of Total

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                (1)

              	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 
	
                (2)

              	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 
	
                (3)

              	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 
	
                (4)

              	 
      	 
      	 
      	 
      	 
      	 
      


      

      


      The
beneficiary must survive me; otherwise, his or her designated share is to be
divided equally among the beneficiaries who do survive me.

      


      


      
        	 
      	
                Signature:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Date:

              	 
      	
                ,
      20___