exh10-9.htm


    Exhibit
      10.9

    


    


    


    


    


    


    


    


    


    


    SIERRA
      HEALTH SERVICES, INC.

    


    


    DEFERRED
      COMPENSATION PLAN

    


    


    Effective
      May 1, 1996, as Amended

    and
      Restated January 1, 2006

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

    
       

      
        
        

        
          

        

      

       

    


    TABLE
      OF
      CONTENTS

    


    Page

    


    
      	
              Purpose

            	 	
              1

            
	 	 	 	 	 
	
              ARTICLE
                1

            	
              Definitions                                                                                                           

            	
              1

            
	 	 	 	 	 
	
              ARTICLE
                2

            	
              Selection,
                Enrollment,
                Eligibility                                                                                                           

            	
              7

            
	 	 	 	 	 
	
              2.1

            	 	
              Selection
                by
                Committee                                                                                                           

            	
              7

            
	
              2.2

            	 	
              Enrollment
                Requirements                                                                                                           

            	
              7

            
	
              2.3

            	 	
              Eligibility;
                Commencement of
                Participation                                                                                                           

            	
              7

            
	
              2.4

            	 	
              Termination
                of Participation and/or
                Deferrals                                                                                                           

            	
                 7

            
	 	 	 	 	 
	
              ARTICLE
                3

            	
              Deferral
                Commitments/Company Matching/Crediting/Taxes

            	
                 8

            
	 	 	 	 	 
	
              3.1

            	 	
              Minimum
                Deferral                                                                                                           

            	
                 8

            
	
              3.2

            	 	
              Maximum
                Deferral                                                                                                           

            	
                 8

            
	
              3.3

            	 	
              Election
                to Defer; Effect of Election
                Form                                                                                                           

            	
                 9

            
	
              3.4

            	 	
              Withholding
                of Annual Deferral
                Amounts                                                                                                           

            	
                 9

            
	
              3.5

            	 	
              Annual
                Company Matching
                Amount                                                                                                           

            	
                 9

            
	
              3.6

            	 	
              Annual
                Company Restoration
                Amount                                                                                                           

            	
               10

            
	
              3.7

            	 	
              Vested
                Company Matching Account, Vested Company

            	 
	 	 	
              Restoration
                Account, and Deferral Account

              Restoration
                Account, and Deferral Account

            	
                11

            
	
              3.8

            	 	
              Crediting/Debiting
                of Account
                Balances                                                                                                           

            	
               11

            
	
              3.9

            	 	
              FICA,
                Withholding and Other
                Taxes                                                                                                           

            	
               13

            
	
              3.10

            	 	
              Rollovers
                From Prior Deferred Compensation
                Plan                                                                                                           

            	
              14

            
	 	 	 	 	 
	
              ARTICLE
                4

            	
              Short-Term
                Payout; Unforeseeable Financial Emergencies;

            	 
	 	 	
              Withdrawal
                Election

            	
               14

            
	 	 	 	 	 
	
              4.1

            	 	
              Short-Term
                Payout                                                                                                           

            	
              14

            
	
              4.2

            	 	
              Other
                Benefits Take Precedence Over Short-Term Payout

            	
              14

            
	
              4.3

            	 	
              Withdrawal
                Payout/Suspensions for Unforeseeable Financial
                Emergencies .

            	
              15

            
	
              4.4

            	 	
              Withdrawal
                Election                                                                                                           

            	
              15

            
	 	 	 
	
              ARTICLE
                5

            	
              Retirement
                Benefit                                                                                                           

            	
              15

            
	 	 	 	 	 
	
              5.1

            	 	
              Retirement
                Benefit                                                                                                           

            	
              15

            
	
              5.2

            	 	
              Payment
                of Retirement
                Benefit                                                                                                           

            	
              15

            
	
              5.3

            	 	
              Death
                Prior to Completion of Retirement
                Benefit                                                                                                           

            	
              16

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
              ARTICLE
                6

            	
              Pre-Retirement
                Survivor
                Benefit                                                                                                           

            	
              16

            
	 	 	 	 	 	 
	
              6.1

            	 	
              Pre-Retirement
                Survivor
                Benefit                                                                                                           

            	
              16

            
	
              6.2

            	 	
              Payment
                of Pre-Retirement Survivor
                Benefit                                                                                                           

            	
              16

            
	 	 	 	 	 	 
	
              ARTICLE
                7

            	
              Termination
                Benefit                                                                                                           

            	
              16

            
	 	 	 	 	 	 
	
              7.1

            	 	
              Termination
                Benefit                                                                                                           

            	
              16

            
	
              7.2

            	 	
              Payment
                of Termination
                Benefit                                                                                                           

            	
              17

            
	 	 	 	 	 	 
	
              ARTICLE
                8

            	
              Disability
                Waiver and
                Benefit                                                                                                           

            	
              17

            
	 	 	 	 	 	 
	
              8.1

            	 	
              Disability
                Waiver                                                                                                           

            	
              17

            
	
              8.2

            	 	
              Continued
                Eligibility; Disability
                Benefit                                                                                                           

            	
              17

            
	 	 	 	 	 	 
	
              ARTICLE
                9

            	
              Beneficiary
                Designation                                                                                                           

            	
              18

            
	 	 	 	 	 	 
	
              9.1

            	 	
              Beneficiary                                                                                                           

            	
              18

            
	
              9.2

            	 	
              Beneficiary
                Designation; Change; Spousal
                Consent                                                                                                           

            	
              18

            
	
              9.3

            	 	
              Acknowledgment                                                                                                           

            	
              19

            
	
              9.4

            	 	
              No
                Beneficiary
                Designation                                                                                                           

            	
              19

            
	
              9.5

            	 	
              Doubt
                as to
                Beneficiary                                                                                                           

            	
              19

            
	
              9.6

            	 	
              Discharge
                of
                Obligations                                                                                                           

            	
              19

            
	 	 	 	 	 	 
	
              ARTICLE
                10

            	
              Leave
                of Absence; Consulting

            	
              19

            
	 	 	 
	
              10.1

            	 	
              Paid
                Leave of
                Absence                                                                                                           

            	
              19

            
	
              10.2

            	 	
              Unpaid
                Leave of
                Absence                                                                                                           

            	
              19

            
	
              10.3

            	 	
              Consulting
                Arrangements                                                                                                           

            	
              20

            
	 	 	 
	
              ARTICLE
                11

            	
              Termination,
                Amendment or
                Modification                                                                                                           

            	
              20

            
	 	 	 
	
              11.1

            	 	
              Termination                                                                                                           

            	
              21

            
	
              11.2

            	 	
              Amendment                                                                                                           

            	
              21

            
	
              11.3

            	 	
              Plan
                Agreement                                                                                                           

            	
              21

            
	
              11.4

            	 	
              Effect
                of
                Payment                                                                                                           

            	
              21

            
	 	 	 
	
              ARTICLE
                12

            	
              Administration                                                                                                           

            	
              21

            
	 	 	 
	
              12.1

            	 	
              Committee
                Duties                                                                                                           

            	
              21

            
	
              12.2

            	 	
              Agents                                                                                                           

            	
              22

            
	
              12.3

            	 	
              Binding
                Effect of
                Decisions                                                                                                           

            	
              22

            
	
              12.4

            	 	
              Indemnity
                of
                Committee                                                                                                           

            	
              22

            
	
              12.5

            	 	
              Employer
                Information                                                                                                           

            	
              22

            


    


    
       

      
        
        

        
          

        

      

       

    


    


    
      	
              ARTICLE
                13

            	
              Other
                Benefits and
                Agreements                                                                                                           

            	
              22

            
	 	 	 	 	 	 
	
              13.1

            	 	
              Coordination
                with Other
                Benefits                                                                                                           

            	
              22

            
	 	 	 	 	 	 
	
              ARTICLE
                14

            	
              Claims
                Procedures                                                                                                           

            	
              22

            
	 	 	 	 	 	 
	
              14.1

            	 	
              Presentation
                of
                Claim                                                                                                           

            	
              22

            
	
              14.2

            	 	
              Notification
                of
                Decision                                                                                                           

            	
              23

            
	
              14.3

            	 	
              Review
                of a Denied
                Claim                                                                                                           

            	
              23

            
	
              14.4

            	 	
              Decision
                on
                Review                                                                                                           

            	
              23

            
	
              14.5

            	 	
              Legal
                Action                                                                                                           

            	
              24

            
	 	 	 	 	 	 
	
              ARTICLE
                15

            	
              Trust                                                                                                           

            	
              24

            
	 	 	 	 	 	 
	
              15.1

            	 	
              Establishment
                of the
                Trust                                                                                                           

            	
              24

            
	
              15.2

            	 	
              Interrelationship
                of the Plan and the
                Trust                                                                                                           

            	
              24

            
	
              15.3

            	 	
              Distributions
                From the
                Trust                                                                                                           

            	
              24

            
	 	 	 
	
              ARTICLE
                16

            	
              Miscellaneous                                                                                                           

            	
              24

            
	 	 	 
	
              16.1

            	 	
              Unsecured
                General
                Creditor                                                                                                           

            	
              24

            
	
              16.2

            	 	
              Employer's
                Liability                                                                                                           

            	
              25

            
	
              16.3

            	 	
              Nonassignability                                                                                                           

            	
              25

            
	
              16.4

            	 	
              Not
                a Contract of
                Employment                                                                                                           

            	
              25

            
	
              16.5

            	 	
              Furnishing
                Information                                                                                                           

            	
              25

            
	
              16.6

            	 	
              Terms                                                                                                           

            	
              26

            
	
              16.7

            	 	
              Captions                                                                                                           

            	
              26

            
	
              16.8

            	 	
              Governing
                Law                                                                                                           

            	
              26

            
	
              16.9

            	 	
              Notice                                                                                                           

            	
              26

            
	
              16.10

            	 	
              Successors                                                                                                           

            	
              26

            
	
              16.11

            	 	
              Spouse's
                Interest                                                                                                           

            	
              26

            
	
              16.12

            	 	
              Validity                                                                                                           

            	
              26

            
	
              16.13

            	 	
              Incompetent                                                                                                           

            	
              27

            
	
              16.14

            	 	
              Court
                Order                                                                                                           

            	
              27

            
	
              16.15

            	 	
              Distribution
                in the Event of
                Taxation                                                                                                           

            	
              28

            
	
              16.16

            	 	
              Legal
                Fees To Enforce Rights After Change in Control

            	
              28

            


    

    



    
       

      
        
        

        
          

        

      

       

    


    


    SIERRA
      HEALTH SERVICES, INC.

    DEFERRED
      COMPENSATION PLAN

    


    Effective
      May 1, 1996, as Amended

    and
      Restated January 1, 2006

    


    


    Purpose

    


    The
      purpose of this Plan is to provide specified benefits to a select group of
      management or highly compensated Employees who contribute materially to the
      continued growth, development and future business success of the Sierra Health
      Services, Inc., a Nevada corporation, and its subsidiaries (including lower-tier
      subsidiaries), if any, that sponsor this Plan.  This Plan shall be
      unfunded for tax purposes and for purposes of Title I of ERISA.

    


    ARTICLE
      1

    Definitions

    


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

    


    
      	
              1.1

            	
              "Account
                Balance" shall mean, with respect to a Participant, the sum of (i)
                the
                Deferral Account plus (ii) the Vested Company Matching Account plus
                (iii)
                the Vested Company Restoration Account.  This account shall be a
                bookkeeping entry only and shall be utilized solely as a device for
                the
                measurement and determination of the amounts to be paid to a Participant
                pursuant to this Plan.

            


    

    


    
      	
              1.2

            	
              "Annual
                Bonus" shall mean any annual cash compensation in addition to Base
                Annual
                Salary relating to services performed during any calendar year, whether
                or
                not paid in such calendar year or included on the Federal Income
                Tax Form
                W-2 for such calendar year, payable to a Participant as an Employee
                under
                any Employer's annual bonus and incentive plans, including any such
                bonuses payable to physician
                employees.

            


    

    


    
      	
              1.3

            	
              "Annual
                Company Matching Amount" for any one Plan Year shall be the amount
                determined in accordance with Section
                3.5.

            


    

    


    
      	
              1.4

            	
              "Annual
                Company Restoration Amount" for any one Plan Year shall be the amount
                determined in accordance with Section
                3.6.

            


    


    
      	
              1.5

            	
              "Annual
                Deferral Amount" shall mean that portion of a Participant's Base
                Annual
                Salary and/or Annual Bonus that a Participant elects to have, and
                is,
                deferred in accordance with Article 3, for any one Plan Year. In
                the event
                of a Participant's Retirement, Disability (if deferrals cease in
                accordance with Section 8.1), death or a Termination of Employment
                prior
                to the end of a Plan Year, such year's Annual Deferral Amount shall
                be the
                actual amount withheld prior to such
                event.

            


    

    


    
      	
              1.6

            	
              "Base
                Annual Salary" shall mean the annual cash compensation relating to
                services performed during any calendar year, whether or not paid
                in such
                calendar year or included on the Federal Income Tax Form W-2 for
                such
                calendar year including bonuses (other than the Annual Bonus),
                commissions, severance payments and overtime, but excluding stock
                option
                income, relocation expenses, non-monetary awards, fringe benefits,
                retainers, directors fees and other fees, pay in lieu of vacations,
                insurance premiums paid by an Employer, insurance benefits paid to
                the
                Participant or his or her beneficiary, Employer contributions to
                qualified
                or nonqualified plans and automobile and other allowances paid to
                a
                Participant for employment services rendered (whether or not such
                allowances are included in the Employee's gross income).  Base
                Annual Salary shall be calculated before reduction for compensation
                voluntarily deferred or contributed by the Participant pursuant to
                all
                qualified or non-qualified plans and shall be calculated to include
                amounts not otherwise included in the Participant's gross income
                under
                Code Sections 125, 402(e)(3), or 402(h) pursuant to plans established
                by
                any Employer; provided however that all such amounts will be included
                in
                compensation only to the extent that, had there been no such plan,
                the
                amount would have been payable in cash to the
                Employee.

            


    

    


    
      	
              1.7

            	
              "Beneficiary"
                shall mean one or more persons, trusts, estates or other entities,
                designated in accordance with Article 9, that are entitled to receive
                benefits under this Plan upon the death of a
                Participant.

            


    

    


    
      	
              1.8

            	
              "Beneficiary
                Designation Form" shall mean the form, established from time to time
                by
                the Committee, that a Participant completes, signs and returns to
                the
                Committee to designate one or more
                Beneficiaries.

            


    

    


    
      	
              1.9

            	
              "Board"
                shall mean the board of directors of the
                Company.

            


    

    


    
      	
              1.10

            	
              "Change
                in Control" shall mean a transaction or event in which, after the
                effective date of the Plan, (i) the Company shall merge or consolidate
                with any other corporation and shall not be the surviving corporation;
                (ii) the Company shall transfer all or substantially all of its assets
                to
                any other person; or (iii) any person shall have become the beneficial
                owner of more than 50% of the voting power of outstanding voting
                securities of the Company.

            


    

    


    
      	
              1.11

            	
              "Claimant"
                shall have the meaning set forth in Section
                14.1.

            


    

    


    
      	
              1.12

            	
              "Code"
                shall mean the Internal Revenue Code of 1986, as it may be amended
                from
                time to time.

            


    

    


    
      	
              1.13

            	
              "Committee"
                shall mean the committee described in Article
                12.

            


    

    


    
      	
              1.14

            	
              "Company"
                shall mean Sierra Health Services, Inc., a Nevada
                corporation.

            


    

    


    
      	
              1.15

            	
              "Company
                Matching Account" shall mean the sum of all of a Participant's Annual
                Company Matching Amounts plus amounts credited and debited in accordance
                with all the applicable crediting provisions of this Plan, less all
                distributions made to the Participant or his or her Beneficiary pursuant
                to this Plan that relate to his or her Company Matching
                Account.  This account shall be a bookkeeping entry only and
                shall be utilized solely as a device for the measurement and determination
                of the amounts to be paid to the Participant pursuant to this
                Plan.

            


    

    


    
      	
              1.16

            	
              "Company
                Restoration Account" shall mean the sum of all of a Participant's
                Annual
                Company Restoration Amounts plus amounts credited and debited in
                accordance with all the applicable provisions of the Plan, less all
                distributions made to the Participant or his or her Beneficiary pursuant
                to the Plan that relate to his or her Company Restoration
                Account.  This account shall be a bookkeeping entry only and
                shall be utilized solely as a device for the measurement and determination
                of the amounts to be paid to the Participant pursuant to this
                Plan.

            


    

    


    
      	
              1.17

            	
              "Deferral
                Account" shall mean the sum of all of a Partici­pant's Annual Deferral
                Amounts, plus amounts credited and debited in accordance with all
                the
                applicable provisions of the Plan, less all distributions made to
                the
                Participant or his or her Beneficiary pursuant to the Plan that relate
                to
                his or her Deferral Account. This account shall be a bookkeeping
                entry
                only and shall be utilized solely as a device for the measurement
                and
                determination of the amounts to be paid to the Participant pursuant
                to
                this Plan.

            


    

    


    
      	
              1.18

            	
              "Deduction
                Limitation" shall mean the following described limitation on a benefit
                that may otherwise be distributable pursuant to the provisions of
                this
                Plan.  Except as otherwise provided, this limitation shall be
                applied to all distributions that are "subject to the Deduction
                Limitation" under this Plan. If an Employer determines in good faith
                prior
                to a Change in Control that there is a reasonable likelihood that
                any
                compensation paid to a Participant for a taxable year of the Employer
                would not be deductible by the Employer solely by reason of the limitation
                under Code Section 162(m), then to the extent deemed necessary by
                the
                Employer to ensure that the entire amount of any distribution to
                the
                Participant pursuant to this Plan prior to the Change in Control
                is
                deductible, the Employer may defer all or any portion of a distribution
                under this Plan. Any amounts deferred pursuant to this limitation
                shall be
                credited and debited with additional amounts in accordance with Section
                3.8 below, even if such amount is being paid out in
                installments.  The amounts so deferred adjusted to reflect
                amounts credited and debited thereon shall be distributed to the
                Participant or his or her Beneficiary (in the event of the Participant's
                death) at the earliest possible date, as determined by the Employer
                in
                good faith, on which the deductibility of compensation paid or payable
                to
                the Participant for the taxable year of the Employer during which
                the
                distribution is made will not be limited by Section 162(m), or if
                earlier,
                the effective date of a Change in
                Control.  Notwith­stand­ing anything to the contrary in
                this Plan, the Deduction Limitation shall not apply to any distributions
                made after a Change in Control.

            


    

     

    
      	
              1.19

            	
              "Disability"
                shall mean a period of disability during which a Participant qualifies
                for
                disability benefits under the Participant's Employer's long-term
                disability plan, or, if a Participant does not participate in such
                a plan,
                a period of disability during which the Participant would have qualified
                for disability benefits under such a plan had the Participant been
                a
                participant in such a plan, as determined in the sole discretion
                of the
                Committee.  If the Participant's Employer does not sponsor such
                a plan, or discontinues to sponsor such a plan, Disability shall
                be
                determined by the Committee in its sole
                discretion.

            


    

    


    
      	
              1.20

            	
              "Disability
                Benefit" shall mean the benefit set forth in Article
                8.

            


    

    


    
      	
              1.21

            	
              "Election
                Form" shall mean the form established from time to time by the Committee
                that a Participant completes, signs and returns to the Committee
                to make
                an election under the Plan.

            


    

    


    
      	
              1.22

            	
              "Employee"
                shall mean a person who is an employee of any
                Employer.

            


    

    


    
      	
              1.23

            	
              "Employer(s)"
                shall mean the Company and/or any of its subsidiaries (now in existence
                or
                hereafter formed or acquired) that have been selected by the Board
                to
                participate in the Plan and have adopted the
                Plan.

            


    

    


    
      	
              1.24

            	
              "ERISA"
                shall mean the Employee Retirement Income Security Act of 1974, as
                amended
                from time to time.

            


    

    


    
      	
              1.25

            	
              "401(k)
                Plan" shall be that certain Sierra Health Services, Inc. Profit
                Sharing/401(k) Plan & Trust, dated January 1, 1989 and adopted by the
                Company.

            


    

    


    
      	
              1.26

            	
              "Monthly
                Installment Method" shall be an installment payment method over the
                duration selected by the Participant in accordance with this Plan,
                calculated as follows:  The Participant's Account Balance, as of
                the date of the Participant's Retirement, death, Disability or Termination
                of Employment, shall be multiplied by a fraction, the numerator of
                which
                is 1 and the denominator of which is the number of periods over which
                the
                installment payments shall be paid.  The result of this
                multiplication shall be the amount of each installment payment for
                the
                Plan Year in which the Participant Retired, died, suffered a Disability
                or
                experienced a Termination of Employment and this amount shall be
                paid
                starting on the first day of the month following the Participant's
                Retirement, Death, Disability or Termination of Employment and shall
                continue to be paid on the first day of each month thereafter during
                that
                Plan Year.  For each subsequent Plan Year during the installment
                payment period, the Participant's Account Balance shall be determined
                as
                of January 1 of that Plan Year, in accordance with Section 3.8, after
                taking into account all previous installment payments, and such balance
                shall be multiplied by the fraction described above, except that
                the
                denominator shall be the number of remaining periods over which the
                installment payments are to be paid. The resulting amount shall be
                the
                amount of each installment payment for the Plan Year, which amount
                shall
                be paid on the first day of each month during the Plan Year.  If
                a Participant has a positive Account Balance after the end of the
                elected
                installment payment period, the remaining Account Balance shall be
                paid in
                a lump sum on the first day of the month following the month in which
                the
                installment period ends.  If any installment, if paid, would
                reduce the Participant's Account Balance to zero or below, that
                installment payment shall be reduced so that the Participant's Account
                Balance does not go below zero and all future installment payments
                shall
                cease.

            


    


    
      	
              1.27

            	
              "Participant"
                shall mean any person (i) who, as an Employee, is selected to participate
                in the Plan, (ii) who elects to participate in the Plan, (iii) who
                signs a
                Plan Agreement, an Election Form and a Beneficiary Designation Form,
                (iv)
                whose signed Plan Agreement, Election Form and Beneficiary Designation
                Form are accepted by the Committee, (v) who commences participation
                in the
                Plan, and (vi) whose Plan Agreement has not terminated. A spouse
                or former
                spouse of a Participant shall not be treated as a Participant in
                the Plan,
                even if he or she has an interest in the Participant's benefits under
                the
                Plan under applicable law or as a result of property settlements
                resulting
                from legal separation or divorce.

            


    

    


    
      	
              1.28

            	
              "Plan"
                shall mean the Company's Deferred Compensation Plan, which shall
                be
                evidenced by this instrument and by each Plan Agreement, as they
                may be
                amended from time to time.

            


    

    


    
      	
              1.29

            	
              "Plan
                Agreement" shall mean a written agreement, as may be amended from
                time to
                time, which is entered into by and between an Employer and a
                Participant.  The terms of any Plan Agreement may vary any of
                the terms set forth in this Plan and such changes shall be binding
                on the
                Employer and the Participant if the Plan Agreement is signed by the
                Participant and accepted by the Employer.  The Plan Agreement
                executed by a Participant and accepted by the Employer shall provide
                for
                the entire benefit to which such Participant is entitled under the
                Plan;
                should there be more than one Plan Agreement, the Plan Agreement
                bearing
                the latest date of acceptance by the Employer shall supersede all
                previous
                Plan Agreements in their entirety and shall govern the agreement
                between
                the parties.

            


    

    


    
      	
              1.30

            	
              "Plan
                Year" shall, for the first Plan Year, begin on May 1, 1996 and end
                on
                December 31, 1996. For each Plan Year thereafter, the Plan Year shall
                begin on January 1 of each year and continue through December
                31.

            


    

    


    
      	
              1.31

            	
              "Pre-Retirement
                Survivor Benefit" shall mean the benefit set forth in Article
                6.

            


    

    


    
      	
              1.32

            	
              "Retirement,"
                "Retire(s)" or "Retired" shall mean, with respect to an Employee,
                severance from employment from all Employers for any reason other
                than a
                leave of absence, death or Disability on or after age sixty-five
                (65) or
                on or after age fifty-five (55) with ten (10) Years of Service, subject
                to
                Section 10.3.

            


    

     

    
      	
              1.33

            	
              "Retirement
                Benefit" shall mean the benefit set forth in Article
                5.

            


    

    


    
      	
              1.34

            	
              "Short-Term
                Payout" shall mean the payout set forth in Section
                4.1.

            


    

     

    
      
        

      

    

     

    
      	
              1.35

            	
              "Termination
                Benefit" shall mean the benefit set forth in Article
                7.

            


    

    


    
      	
              1.36

            	
              "Termination
                of Employment" shall mean the ceasing of employment with all Employers,
                voluntarily or involuntarily, for any reason other than Retirement,
                Disability, death or an authorized leave of absence, subject to Section
                10.3.

            


    

    


    
      	
              1.37

            	
              "Trust"
                shall mean the trust established pursuant to that certain Master
                Trust
                Agreement, dated as of May 1, 1996 between the Company and the trustee
                named therein, as amended from time to
                time.

            


    

    


    
      	
              1.38

            	
              "Unforeseeable
                Financial Emergency" shall mean an unanticipated emergency that is
                caused
                by an event beyond the control of the Participant that would result
                in
                severe financial hardship to the Participant resulting from (i) a
                sudden
                and unexpected illness or accident of the Participant or a dependent
                of
                the Participant, (ii) a loss of the Participant's property due to
                casualty, or (iii) such other extraordinary and unforeseeable
                circumstances arising as a result of events beyond the control of
                the
                Participant, all as determined in the sole discretion of the
                Committee.

            


    

    


    
      	
              1.39

            	
              "Unvested
                Accrued Amounts" shall mean the part of a Participant's Company Matching
                Account and Company Restoration Account which is not vested under
                Section
                3.7.

            


    

    


    
      	
              1.40

            	
              "Vested
                Company Matching Account" shall have the meaning set forth in Section
                3.7.

            


    

    


    
      	
              1.41

            	
              "Vested
                Company Restoration Account" shall have the meaning set forth in
                Section
                3.7.

            


    

    


    
      	
              1.42

            	
              "Years
                of Service" shall mean the total number of full years in which a
                Participant has been employed by one or more Employers. For purposes
                of
                this definition, a year of employment shall be a 365 day period (or
                366
                day period in the case of a leap year) that, for the first year of
                employment, commences on the Employee's date of hiring and that,
                for any
                subsequent year, commences on an anniversary of that hiring date.
                Any
                partial year of employment shall not be
                counted.

            


    

     

    ARTICLE
      2

    Selection,
      Enrollment, Eligibility

    


    
      	
              2.1

            	
              Selection
                by Committee.  Participation in the Plan shall be limited to
                a select group of management or highly compensated Employees of the
                Employers, as determined by the Committee in its sole
                discretion.  From that group, the Committee shall select, in its
                sole discretion, Employees to participate in the Plan.  For this
                purpose, the term "highly compensated" shall be interpreted in a
                manner
                consistent with regulations and other guidance under the
                Code.

            


    

     

    
      	
              2.2

            	
              Enrollment
                Requirements.  As a condition to participation, each
                selected Employee shall complete, execute and return to the Committee,
                within 30 days of selection, a Plan Agreement, an Election Form and
                a
                Beneficiary Designation Form. In addition, the Committee shall establish
                from time to time such other enrollment requirements as it determines
                in
                its sole discretion are necessary.

            


    

    


    
      	
              2.3

            	
              Eligibility;
                Commencement of Participation.  Provided an Employee
                selected to participate in the Plan has met all enrollment requirements
                set forth in this Plan and required by the Committee, including returning
                all required documents to the Committee within 30 days of selection,
                that
                Employee shall commence participation in the Plan on the first day
                of the
                next month which begins following the date the Employee completes
                all
                enrollment requirements.  If an Employee fails to meet all such
                requirements within the required 30 day period, that Employee shall
                not be
                eligible to participate in the Plan until the first day of a month
                during
                the Plan Year following the delivery to and acceptance by the Committee
                of
                the required documents.

            


    

    


    
      	
              2.4

            	
              Termination
                of Participation and/or Deferrals.  If the Committee
                determines in good faith that a Participant no longer qualifies as
                a
                member of a select group of management or highly compensated employees,
                as
                membership in such group is determined in accordance with Section
                2.1 or
                otherwise under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA,
                the
                Committee shall have the right, in its sole discretion, to (i) terminate
                any deferral election the Participant has made for the Plan Year
                in which
                the Participant's membership status changes, (ii) prevent the Participant
                from making future deferral elections and/or (iii) immediately distribute
                the Participant's then Account Balance, determined as if there has
                occurred a Termination of Employment and terminate the Participant's
                participation in the Plan.  If the Committee chooses to
                terminate the Participant's participation in the Plan, the Committee
                may,
                in its sole discretion, reinstate the Participant to full Plan
                participation at such time in the future as the Participant again
                becomes
                a member of the select group described above.  The foregoing
                notwithstanding, if the Participant ceases to qualify as "highly
                compensated" under Section 2.1, the Committee may permit the Participant
                to continue participation for a reasonable period thereafter in order
                to
                permit the Participant an opportunity to reattain "highly compensated"
                status.

            


    

     

    ARTICLE
      3

    Deferral
      Commitments/Company Matching/Crediting/Taxes

    


    
      	
              3.1

            	
              Minimum
                Deferral.

            


    


    
      	
               

            	
              (a)

            	
              Minimum.  For
                each Plan Year, a Participant may elect to defer, as his or her Annual
                Deferral Amount, a minimum of $2,000 from either his or her Base
                Annual
                Salary or Annual Bonus.  If an election is made for less than
                the stated minimum amount, or if no election is made, the amount
                deferred
                shall be zero.

            


    

    


    
      	
               

            	
              (b)

            	
              Short
                Plan Year.  If a Participant first becomes a Participant
                after the first day of a Plan Year, or in the case of the first Plan
                Year
                of the Plan itself, the minimum deferral shall be an amount equal
                to the
                minimum set forth above, multiplied by a fraction, the numerator
                of which
                is the number of complete months remaining in the Plan Year and the
                denominator of which is 12.

            


    

    


    3.2           Maximum
      Deferral.

    


    
      	
                              
                (a)  

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

            


    

    


    
      	 	 	 	 Maximum	
               

            
	
              Deferral

            	 	 	 Amount	
            
	 	 	 	 	 
	
              Base
                Annual Salary

            	 90%	
               

            
	
              Annual
                Bonus

            	 90%	
            


    

    


    
      	
               

            	
              (b)

            	
              Short
                Plan Year.  If a Participant first becomes a Participant
                after the first day of a Plan Year, or in the case of the first Plan
                Year
                itself, for such Plan Year only, a Participant may elect to defer,
                as his
                or her Annual Deferral Amount, Base Annual Salary and/or Annual Bonus
                that
                accrue after the date of entry into the Plan, a dollar amount up
                to an
                amount equal to the limits set forth in Section 3.2(a) above multiplied
                by
                such Participant's total amount of Base Annual Salary and/or Annual
                Bonus
                for the entire Plan Year.

            


    

    


    
      	
              3.3

            	
              Election
                to Defer; Effect of Election
                Form.

            


    

    


    
      	
               

            	
              (a)

            	
              First
                Plan Year.  In connection with a Participant's commencement
                of participation in the Plan, the Participant shall make an irrevocable
                deferral election for the Plan Year in which the Participant commences
                participation in the Plan, along with such other elections as the
                Committee deems necessary or desirable under the Plan. For these
                elections
                to be valid, the Election Form must be completed and signed by the
                Participant, timely delivered to the Committee (in accordance with
                Section
                2.3 above), and accepted by the
                Committee.

            


    

    


    
      	
               

            	
              (b)

            	
              Subsequent
                Plan Years.  For each succeeding Plan Year, an irrevocable
                deferral election for that Plan Year, and such other elections as
                the
                Committee deems necessary or desirable under the Plan, shall be made
                by
                timely delivering to the Committee, in accordance with its rules
                and
                procedures, before the end of the Plan Year
                preceding the Plan Year for which the election is made, a new Election
                Form.  If no such Election Form is timely delivered for a Plan
                Year, no Annual Deferral Amount shall be withheld for that Plan
                Year.

            


    

    


    A
      Participant may amend his or her Election Form for a particular Plan Year to
      increase the amount of deferral, one time during the Plan Year, only as provided
      in this paragraph.  For the amended Election Form to be valid, the
      amended Election Form must be completed and signed by the Participant, delivered
      to the Committee, and accepted by the Committee.  The Committee has
      sole discretion to accept, reject, or otherwise rule on the amended Election
      Form.  The deferral amount or percentage that the Participant includes
      on his or her reused Election Form, shall be limited to the portion of such
      Participant’s Base Annual Salary not yet earned by the Participant as of the
      date the Participant submits the revised Election Form to the Committee for
      acceptance.

    


    
      	
              3.4

            	
              Withholding
                of Annual Deferral Amounts.  For each Plan Year, the Base
                Annual Salary portion of the Annual Deferral Amount shall be withheld
                in
                equal amounts from each regularly scheduled Base Annual Salary payroll,
                commencing at the earliest practicable payroll after participation
                begins.  The Annual Bonus portion of the Annual Deferral Amount
                shall be withheld at the time the Annual Bonus is or otherwise would
                be
                paid to the Participant, whether or not this occurs during the Plan
                Year
                itself.

            


    

    


    
      	
              3.5

            	
              Annual
                Company Matching Amount.  With respect to the 2006 Plan Year
                and later Plan Years, if a Participant participates in the 401(k)
                Plan for
                that year, then the Participant’s Annual Company Matching Amount for such
                Plan Year shall be equal to the amount that the Company would have
                contributed for that year as a matching contribution to the Participant’s
                401(k) Plan account, computed as if the Participant did not defer
                the
                Participant’s Annual Deferral Amount, less the actual Company matching
                contribution to the Participant’s 401(k) Plan account for that year. With
                respect to Plan Years prior to and including the 1999 Plan Year,
                if, and
                only if, a Participant participates in the 401(k) Plan to the maximum
                extent possible under the limits applicable to the Plan for the Plan
                Year,
                the Participant's Annual Company Matching Amount for such Plan Year
                shall
                be equal to 50% of the Participant's Annual Deferral Amount for such
                Plan
                Year, up to an amount that does not exceed the lesser of 5% of the
                Participant's Base Annual Salary for 1999 and earlier Plan Years
                or 50% of
                the IRC 402(g)(1) limit in the effect for the Plan Year, reduced
                by the
                amount of any Company matching contributions made to the 401(k) Plan
                on
                his or her behalf for the plan year of the 401(k) Plan that corresponds
                to
                the Plan Year. The Annual Company Matching Amount shall be credited
                to the
                Participant's Company Matching Account as of the first day of February
                of
                the Plan Year following the Plan Year to which it relates. Notwithstanding
                the above, if a Participant is not employed by an Employer as of
                the last
                day of a Plan Year other than by reason of his or her Retirement,
                Disability or death, the Annual Company Matching Amount for such
                Plan Year
                shall be zero.  In the event of Retirement, Disability or death,
                a Participant shall be credited with the Annual Company Matching
                Amount
                for the Plan Year in which he or she Retires, dies or becomes
                disabled.  The foregoing notwithstanding, for any Plan Year
                from
                the 2000 Plan Year through the 2005 Plan Year, no Annual Company
                Matching
                Amount shall be credited to the Participant's Company Matching Account,
                although prior Annual Company Matching Amounts credited to such Account
                shall remain subject to the
                Plan.

            


    

     

    
      	
              3.6

            	
              Annual
                Company Restoration Amount.  The Participant's Annual
                Company Restoration Amount for each Plan Year beginning on or after
                January 1, 1997 shall be equal to the amount of employer contributions
                other than matching contributions under the 401(k) Plan which would
                have
                been made on the Participant's behalf and allocated to the Participant's
                account on or after July 1, 1997 for such Plan Year but for one or
                more
                limitations imposed by the 401(k) Plan pursuant to the Code, including
                but
                not limited to any such amounts resulting from the application of
                the
                compensation limitations contained in Code Section 401(a)(17) or
                the
                limitations contained in Code Section 415.  For purposes of this
                Section 3.6, employer contributions under the 401(k) Plan exclude
                contributions resulting from the cash or deferred arrangement under
                the
                401(k) Plan but include contributions resulting from the reallocation
                of
                prior employer contributions (other than matching contributions)
                forfeited
                by other 401(k) Plan participants.  The Annual Company
                Restoration Amount shall be credited to the Participant's Company
                Restoration Account as of the date or dates such amounts would have
                been
                allocated to the Participant's account(s) under the 401(k) Plan if
                such
                amounts had in fact been allocated under the 401(k) Plan.  The
                foregoing notwithstanding, if a Participant is not employed by an
                Employer
                as of the last day of a Plan Year other than by reason of his or
                her
                Retirement, Disability or death, the Annual Company Restoration Amount
                for
                such Plan Year shall be zero.  In the event of Retirement,
                Disability or death, a Participant shall be credited with the Annual
                Company Restoration Amount for the Plan Year in which he or she Retires,
                dies or becomes disabled.  The Participant's Annual Company
                Restoration Amount for each Plan Year prior to the Plan Year beginning
                January 1, 1997 shall be zero.  It is understood that the
                Company will discontinue employer contributions other than matching
                contributions under the 401(k) Plan in Plan Years after 1999, so
                that no
                amount will be credited as an Annual Company Restoration Amounts
                in
                respect of such Plan Years.

            


    

    


    
      	
              3.7

            	
              Vested
                Company Matching Account, Vested Company Restoration Account and
                Deferral
                Account.  With respect to all benefits under this Plan other
                than the Termination Benefit, a Participant's Vested Company Matching
                Account shall equal 100% of such Participant's Company Matching Account
                and a Participant's Vested Company Restoration Account shall equal
                100% of
                such Participant's Company Restoration Account.  With respect to
                the Termination Benefit, in the case of a Termination of Employment
                prior
                to July 1, 1999, the vesting of a Participant's Company Matching
                Account
                and Company Restoration Account shall be governed by the terms of
                this
                Plan as in effect at the time of such Termination of
                Employment.  With respect to the Termination Benefit, in the
                case of a Termination of Employment on or after July 1, 1999, a
                Participant's Company Matching Account and Company Restoration Account
                shall vest on the basis of the Partici­pant's Years of Service at the
                time the Participant experiences a Termination of Employment, in
                accordance with the following schedule for balances resulting from
                Company
                Matching Amounts and Company Restoration Amounts for the Plan Year
                after
                1999:

            


    

    


    
      	 	 	 	
              Vested
                Percentage of

            	 
	
              Years
                of Service at Date of 

              Termination
                of Employment

            	 	 	
              Company
                Matching Account and

              Company
                Restoration Account

            
	 	 	 	 	 	 
	
              Less
                than 1 year

            	 	 	 	
              0%

            	 	 
	
              1
                year or more, but less than 2

            	 	 	 	
              33%

            	 	 
	
              2
                years or more, but less than 3

            	 	 	 	
              66%

            	 	 
	
              3
                years or more

            	 	 	 	
              100%

            	 	 


    

    


    
       

      
        
          

        

      

       

    

    The
      foregoing notwithstanding, after a Change in Control, a Participant's Vested
      Company Matching Account shall equal 100% of such Participant's Company Matching
      Account and a Participant's Vested Company Restoration Account shall equal
      100%
      of such Participant's Company Restoration Account.  A Participant's
      Deferral Account shall always be 100% vested.

    


    
      	
              3.8

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

            


    

    


    
      	
               

            	
              (a)

            	
              Election
                of Measurement Funds.  A Participant, in connection with his
                or her initial deferral election in accordance with Section 3.3(a)
                above,
                shall elect, on the Election Form, one or more Measurement Fund(s)
                (as
                described in Section 3.8(c) below) to be used to determine the additional
                amounts to be credited or debited to his or her Account Balance (and
                Unvested Accrued Amounts) from the date on which the Participant
                commences
                participation in the Plan and continuing thereafter, unless changed
                in
                accordance with the next sentence.  Commencing with the January
                1 or July 1 ("Investment Election Date") that follows the Participant's
                commencement of participation in the Plan and on each subsequent
                Investment Election Date during which the Participant participates
                in the
                Plan, no later than the day before an Investment Election Date, the
                Participant may (but is not required to) elect, by submitting an
                Election
                Form to the Committee that is accepted by the Committee, to add or
                delete
                one or more Measurement Fund(s) to be used to determine the amounts
                to be
                credited or debited to his or her Account Balance (and Unvested Accrued
                Amounts), or to change the portion of his or her Account Balance
                (and
                Unvested Accrued Amounts) allocated to each previously or newly elected
                Measurement Fund.  If an election is made in accordance with the
                previous sentence, it shall apply to the next Investment Election
                Date and
                continue thereafter, unless changed in accordance with the previous
                sentence.   Notwith­stand­ing the foregoing, the
                maximum transfer that may be made from the Declared Rate Measurement
                Fund
                to another Measurement Fund in any one Plan Year cannot exceed 20%
                of the
                maximum balance in the Participant's account in the Declared Rate
                Measurement Fund in the current Plan Year and the four prior Plan
                Years, provided that this restriction shall no longer apply upon
                termination of the Declared Rate Measurement Fund in accordance with
                Section 3.8(c).

            


    

    


    
      	
               

            	
              (b)

            	
              Proportionate
                Allocation.  In making any election described in Section
                3.8(a) above, the Participant shall specify on the Election Form,
                in whole
                percentage points (1%), the percentage of his or her Account Balance
                (and
                Unvested Accrued Amounts) to be allocated to a Measurement Fund (as
                if the
                Participant was making an investment in that Measurement Fund with
                that
                portion of his or her Account Balance and Unvested Accrued
                Amounts).

            


    

    


    
      	
               

            	
              (c)

            	
              Measurement
                Funds.  The Participant may elect one or more measurement
                funds, based on certain mutual funds (the "Measurement Funds"), for
                the
                purpose of crediting or debiting amounts to his or her Account Balance
                (and Unvested Accrued Amounts).  The Committee shall select the
                mutual funds that are to be used as Measurement Funds.  As
                necessary, the Committee may, in its sole discretion, discontinue,
                substitute or add a Measurement Fund at any time.  Each such
                action will take effect as of the first day of the calendar quarter
                that
                follows by thirty (30) days the day on which the Committee gives
                Participants advance written notice of such change.  In
                addition, a Declared Rate Measurement Fund shall be maintained until
                December 31, 1999, under which interest shall be credited at a rate
                as
                specified by the Company on the November 1 of the year prior to the
                Plan
                Year for which the amount of interest is being determined; provided,
                however, that as of January 1, 2000, the Declared Rate Measurement
                Fund
                will be terminated and all balances therein shall be transferred
                to such
                other Measurement Funds as may have been elected by the Participant
                or, in
                the absence of any election, to a Measurement Fund consisting of
                one or
                more Guaranteed Interest Contracts.

            


    

    


    
      	
               

            	
              (d)

            	
              Crediting
                or Debiting Method.  The performance of each selected
                Measurement Fund (either positive or negative) will be determined
                by the
                Committee in its sole discretion based on the performance of the
                Measurement Funds themselves or, in the case of the Declared Rate
                Measurement Fund (prior to its termination), based on the amount
                of
                accrued interest credited to the fund.  A Participant's Account
                Balance (and Unvested Accrued Amounts) shall be credited or debited
                based
                on such performance of the Measurement Funds as determined by the
                Committee in its sole discretion.  As of each Investment
                Election Date, the Committee shall distribute to the Participants
                a
                statement of their respective Account Balances (and Unvested Accrued
                Amounts).  Furthermore, in the event of a Participant's
                termination of employment or any other event requiring a determination
                of
                the Participant's Benefit or the value of a Participant's Account
                Balance,
                the Account Balance shall be determined based on the performance
                of the
                relevant Measurement Fund(s) through the last date of the pay period
                during which the event occurs and shall not be further adjusted
                thereafter.

            


    


    
      	
               

            	
              (e)

            	
              No
                Actual Investment.  Notwithstanding any other provision of
                this Plan that may be interpreted to the contrary, the Measurement
                Funds
                are to be used for measurement purposes only, and a Participant's
                election
                of any such Measurement Fund, the allocation to his or her Account
                Balance
                (and Unvested Accrued Amounts) thereto, the calculation of additional
                amounts and the crediting or debiting of such amounts to a
                Partici­pant's Account Balance (and Unvested Accrued Amounts) shall
                not be considered or construed in any manner as an actual investment
                of
                his or her Account Balance (or Unvested Accrued Amounts) in any such
                Measurement Fund.  In the event that the Company or the Trustee
                (as that term is defined in the Trust), in its own discretion, decides
                to
                invest funds in any or all of the Measurement Funds, no Participant
                shall
                have any rights in or to such investments themselves.  Without
                limiting the foregoing, a Participant's Account Balance (and Unvested
                Accrued Amounts) shall at all times be a bookkeeping entry only and
                shall
                not represent any investment made on his or her behalf by the Company
                or
                the Trust; the Participant shall at all times remain an unsecured
                creditor
                of the Company.

            


    

    


    
      	
              3.9

            	
              FICA,
                Withholding and Other Taxes.  For each Plan Year in which an
                Annual Deferral Amount is being withheld or an Annual Company Matching
                Amount or Annual Company Restoration Amount is credited to a Participant,
                the Participant's Employer(s) shall withhold from that portion of
                the
                Participant's Base Annual Salary and/or Annual Bonus that is not
                being
                deferred, in a manner determined by the Employer(s), the Participant's
                share of FICA and other employment taxes.  If necessary, the
                Committee shall reduce the Annual Deferral Amount in order to comply
                with
                this Section 3.9.  In addition, the Participant's Employer(s) or
                the Trust, shall withhold from any payments made to a Participant
                under
                this Plan all federal, state and local income, employment and other
                taxes
                required to be withheld in connection with such payments, in amounts
                and
                in a manner to be determined in the sole discretion of the Employer(s)
                or
                the Trust.

            


    

    


    
      	
              3.10

            	
              Rollovers
                From Prior Deferred Compensation Plan.  A Participant who
                participated in the Company's prior nonqualified deferred compensation
                plan shall have the right, under such rules and at such times as
                are
                prescribed by the Committee, to roll over the benefit that the Participant
                is entitled to receive pursuant to such prior nonqualified deferred
                compensation plan so that such amount shall be held and administered
                pursuant to the terms of this Plan and shall be received at the same
                time
                that benefits are received pursuant to this
                Plan.

            


    

    


    


    ARTICLE
      4

    Short-Term
      Payout; Unforeseeable Financial Emergencies;

    Withdrawal
      Election

    


    
      	
              4.1

            	
              Short-Term
                Payout.  In connection with each election to defer an Annual
                Deferral Amount, a Participant may elect to receive a future "Short-Term
                Payout" from the Plan with respect to that Annual Deferral
                Amount.  Subject to the Deduction Limitation, the Short-Term
                Payout shall be a lump sum payment in an amount that is equal to
                the
                Annual Deferral Amount plus amounts credited or debited in the manner
                provided in Section 3.8 above on that amount, determined at the time
                of the Short-Term Payout becomes payable. If the Annual Deferral
                Amount is
                deferred in the 1999 Plan Year or an earlier Plan Year, each
                Short-Term Payout elected shall be paid, subject to the Deduction
                Limitation, within
                60 days of the first day of the Plan Year that is at least four years
                after the last day of the Plan Year in which the Annual Deferral
                Amount is
                actually deferred, subject to the terms and conditions of this
                Plan.  If the Annual Deferral Amount is deferred after the 1999
                Plan Year, each Short-Term Payout elected shall be paid, subject
                to the
                Deduction Limitation, within 60 days of the first day of the Plan
                Year
                elected by the Participant that is two or more years after the last
                day of
                the Plan Year in which the Annual Deferral Amount is actually deferred,
                subject to the terms and conditions of this Plan.  By way of
                example, if a Short-Term Payout is elected for amounts that are deferred
                in the Plan Year commencing January 1, 1997, the Short-Term Payout
                becomes
                payable within 60 days after January 1, 2002; if a Short-Term Payout
                is
                elected for amounts that are deferred in the Plan Year commencing
                January
                1, 2000, the earliest that the Participant could elect to receive
                such
                Short-Term Payout would be 60 days after January 1, 2003 (although
                the
                Participant would be permitted to elect a greater number of years
                of
                deferral for the Short-Term
                Payout).

            


    

    


    
      	
              4.2

            	
              Other
                Benefits Take Precedence Over Short-Term Payout.  Should an
                event occur that triggers a benefit under Articles 5, 6, 7 or  8
                or Section 16.14, any Annual Deferral Amount, plus amounts credited
                or
                debited thereon, that is subject to a Short-Term Payout election
                under
                Section 4.1 shall not be paid in accordance with Section 4.1 but
                shall be
                paid in accordance with the other applicable Article or
                Section.

            


    

    


    
      	
              4.3

            	
              Withdrawal
                Payout/Suspensions for Unforeseeable Financial
                Emergencies.  If the Participant experiences an
                Unforeseeable Financial Emergency, the Participant may petition the
                Committee to (i) suspend any deferrals required to be made by a
                Participant and/or (ii) receive a partial or full payout from the
                Plan.  The payout shall not exceed the lesser of the
                Participant's Account Balance, calculated as if such Participant
                were
                receiving a Termination Benefit, or the amount reasonably needed
                to
                satisfy the Unforeseeable Financial Emergency.  If, subject to
                the sole discretion of the Committee, the petition for a suspension
                and/or
                payout is approved, suspension shall take effect upon the date of
                approval
                and any payout shall be made within 60 days of the date of
                approval.  The payment of any amount under this Section 4.3
                shall not be subject to the Deduction
                Limitation.

            


    

    


    
      	
              4.4

            	
              Withdrawal
                Election.  A Participant may elect, at any time, to withdraw
                all of his or her Account Balance, less a withdrawal penalty equal
                to 7%
                of such amount (the net amount shall be referred to as the "Withdrawal
                Amount").  This election can be made at any time, before or
                after Retirement, Disability, death or Termination of Employment,
                and
                whether or not the Participant (or Beneficiary) is in the process
                of being
                paid pursuant to an installment payment schedule.  If made
                before Retirement, Disability or death, a Participant's Withdrawal
                Amount
                shall be his or her Account Balance calculated as if there had occurred
                a
                Termination of Employment as of the day of the election.  No
                partial withdrawals of the Withdrawal Amount shall be
                allowed.  The Participant shall make this election
                by giving the Committee advance written notice of the election in
                a form
                determined from time to time by the Committee.  The Participant
                shall be paid the Withdrawal Amount within 60 days of his or her
                election.  Once the Withdrawal Amount is paid, the Participant's
                participation in the Plan shall terminate, the Participant's Unvested
                Accrued Amounts will be forfeited and the Participant shall not be
                eligible to participate in the Plan until the first month that begins
                more
                than one year after his or her participation in the Plan terminated,
                at
                which time he or she will be eligible to reenroll on terms similar
                to
                those applicable to a newly hired employee.  The payment of this
                Withdrawal Amount shall not be subject to the Deduction
                Limitation.

            


    

     

    ARTICLE
      5

    Retirement
      Benefit

    


    
      	
              5.1

            	
              Retirement
                Benefit.  Subject to the Deduction Limitation, a Participant
                who Retires shall receive, as a Retirement Benefit, his or her Account
                Balance.

            


    

    


    
      	
              5.2

            	
              Payment
                of Retirement Benefit.  A Participant, in connection with
                his or her commence­ment of participation in the Plan, shall elect on
                an Election Form to receive the Retirement Benefit in a lump sum
                or
                pursuant to a Monthly Installment Method of 60, 120 or 180
                months.  The Participant may annually change his or her election
                to an allowable alternative payout period by submitting a new Election
                Form to the Committee, provided that any such Election Form is submitted
                at least one year prior to the Participant's Retirement and is accepted
                by
                the Committee in its sole discretion.  The Election Form most
                recently accepted by the Committee shall govern the payout of the
                Retirement Benefit.  If a Participant does not make any election
                with respect to the payment of the Retirement Benefit, such benefit
                shall
                be payable in a lump sum.  The lump sum payment shall be made,
                or installment payments shall commence, no later than 60 days after
                the
                date the Participant Retires, subject to Section 10.3 (which delays
                commencement of payment of the Retirement Benefit if the Participant
                enters into a consulting arrangement with the Company following the
                Participant's Retirement).  Any payment made shall be subject to
                the Deduction Limitation.

            


    

    


    
      	
              5.3

            	
              Death
                Prior to Completion of Retirement Benefit.  If a Participant
                dies after Retirement but before the Retirement Benefit is paid in
                full,
                the Participant's unpaid Retirement Benefit payments shall continue
                and
                shall be paid to the Participant's Beneficiary (a) over the remaining
                number of months and in the same amounts as that benefit would have
                been
                paid to the Participant had the Participant survived, or (b) in a
                lump
                sum, if reques­ted by the Beneficiary and allowed in the sole
                discretion of the Committee, that is equal to the Participant's unpaid
                remaining Account Balance.

            


    

     

    ARTICLE
      6

    Pre-Retirement
      Survivor Benefit

    


    
      	
              6.1

            	
              Pre-Retirement
                Survivor Benefit.  Subject to the Deduction Limitation, the
                Participant's Beneficiary shall receive a Pre-Retirement Survivor
                Benefit
                equal to the Participant's Account Balance if the Participant dies
                before
                he or she Retires, experiences a Termination of Employment or suffers
                a
                Disability.

            


    

    


    
      	
              6.2

            	
              Payment
                of Pre-Retirement Survivor Benefit.  The Pre-Retirement
                Survivor Benefit shall be paid in the same manner and at the same
                time as
                specified in the election made by the Participant pursuant to Section
                5.2.

            


    

     

    ARTICLE
      7

    Termination
      Benefit

    


    
      	
              7.1

            	
              Termination
                Benefit.  Subject to the Deduction Limitation, the
                Participant shall receive a Termination Benefit, which shall be equal
                to
                the Participant's Account Balance (i.e., determined based on Vested
                Company Matching Contributions and Vested Company Restoration
                Contributions) if a Participant experiences a Termination of Employment
                prior to his or her Retirement, death or
                Disability.

            


    

    


    
      	
              7.2

            	
              Payment
                of Termination Benefit.  The Termination Benefit shall be
                paid in a lump sum within 60 days of the Termination of Employment,
                subject to Section 10.3.  Notwithstanding the foregoing, a
                Participant may elect either (i) upon his election to participate
                in the
                Plan or (ii) at any time at least one year prior to Termination of
                Employment to receive the Termination Benefit in three, five, or
                ten
                annual installments.  In such case, the Termination Benefit
                shall be paid in the applicable number of installments, commencing
                no
                later than 60 days after the Participant's Termination of Employment,
                subject to Section 10.3 (which delays commencement of payment of
                the
                Termination Benefit if the Participant enters into a consulting
                arrangement with the Company following the Participant's Termination
                of
                Employment).  Any payment made shall be subject to the Deduction
                Limitation.  The Participant may annually change his or her
                election to an allowable alternative payout period by submitting
                a new
                Election Form to the Committee, provided that any such Election Form
                is
                submitted at least one year prior to the Participant's Termination
                of
                Employment and is accepted by the Committee in its sole
                discretion.

            


    

     


    ARTICLE
      8

    Disability
      Waiver and Benefit

    


    
      	
              8.1

            	
              Disability
                Waiver.

            


    

    


    
      	
               

            	
              (a)

            	
              Waiver
                of Deferral.  A Participant who is determined by the
                Committee to be suffering from a Disability shall be excused from
                fulfilling that portion of the Annual Deferral Amount commitment
                that
                would otherwise have been withheld from a Participant's Base Annual
                Salary
                and/or Annual Bonus for the Plan Year during which the Participant
                first
                suffers a Disability. During the period of Disability, the Participant
                shall not be allowed to make any additional deferral elections, but
                will
                continue to be considered a Participant for all other purposes of
                this
                Plan.  Notwithstanding the foregoing, if the Disability is
                determined by the Committee to be expected to be of a short term
                duration,
                the Annual Deferral Amount shall continue to be withheld from a
                Participant's Base Annual Salary and/or Annual
                Bonus.

            


    

    


    
      	
               

            	
              (b)

            	
              Return
                to Work.  If a Participant returns to employment with an
                Employer, after a Disability ceases, the Participant may elect to
                defer an
                Annual Deferral Amount for the Plan Year following his or her return
                to
                employment or service and for every Plan Year thereafter while a
                Participant in the Plan; provided such deferral elections are otherwise
                allowed and an Election Form is delivered to and accepted by the
                Committee
                for each such election in accordance with Section 3.3
                above.

            


    

    


    
      	
              8.2

            	
              Continued
                Eligibility; Disability Benefit.  A Participant suffering a
                Disability shall, for benefit purposes under this Plan, continue
                to be
                considered to be employed, and shall be eligible for the benefits
                provided
                for in Articles 4, 5, 6 or 7 in accordance with the provisions of
                those
                Articles. Notwithstanding the above, the Committee shall have the
                right
                to, in its sole and absolute discretion and for purposes of this
                Plan
                only, and must in the case of a Participant who is otherwise eligible
                to
                Retire if either clause (i) or (ii) of this sentence applies, deem
                the
                Participant to have experienced a Termination of Employment, or in
                the
                case of a Participant who is eligible to Retire, to have Retired,
                at any
                time (or in the case of a Participant who is eligible to Retire,
                as soon
                as practicable) after such Participant (i) is determined to be permanently
                disabled under the Participant Employer's long-term disability plan
                (or
                would have been determined to be permanently disabled had he or she
                participated in that plan), or (ii), if such a plan does not exist,
                is
                determined to be permanently disabled by the Committee in its sole
                discretion, or (iii) is determined by the Committee, in its sole
                discretion, to have suffered a partial disability of such a nature
                that
                the Participant is unable to perform the material duties of his or
                her
                position.  In such a case (whether under clause (i), (ii) or
                (iii)), the Participant shall receive a Disability Benefit equal
                to his or
                her Account Balance at the time the Commit­tee's
                determination.  The Disability Benefit shall be paid in the same
                manner and at the same time as specified in the election made by
                the
                Participant pursuant to Section 5.2, unless the Committee in its
                sole
                discretion elects at any time to pay such amount or any remaining
                amount
                in a lump sum payment.  Any payment made shall be subject to the
                Deduction Limitation.  If a Participant is deemed to have a
                Termination of Employment under this Section 8.2, a subsequent event
                that
                would also constitute a Termination of Employment will be disregarded,
                and
                any resumption of full duties shall result in reinstatement to
                participation under the Plan only on such terms, as the Committee
                may then
                approve, that avoid duplication of benefits
                hereunder.

            


    

     

    ARTICLE
      9

    Beneficiary
      Designation

    


    
      	
              9.1

            	
              Beneficiary.  Each
                Participant shall have the right, at any time, to designate his or
                her
                Beneficiary(ies) (both primary as well as contingent) to receive
                any
                benefits payable under the Plan to a beneficiary upon the death of
                a
                Participant.  The Beneficiary designated under this Plan may be
                the same as or different from the Beneficiary designation under any
                other
                plan of an Employer in which the Participant
                participates.

            


    

    


    
      	
              9.2

            	
              Beneficiary
                Designation; Change; Spousal Consent.  A Participant shall
                designate his or her Beneficiary by completing and signing the Beneficiary
                Designation Form, and returning it to the Committee or its designated
                agent. A Participant shall have the right to change a Beneficiary
                by
                completing, signing and otherwise complying with the terms of the
                Beneficiary Designation Form and the Committee's rules and procedures,
                as
                in effect from time to time. If the Participant names someone other
                than
                his or her spouse as a Beneficiary for more than 50% of the Participant's
                benefits, a spousal consent, in the form designated by the Committee,
                must
                be signed by that Participant's spouse and returned to the Committee
                (subject to any procedural requirements as may be imposed by the
                Committee).  Upon the acceptance by the Committee of a new
                Beneficiary Designation Form, all Beneficiary designations previously
                filed shall be cancelled.  The Committee shall be entitled to
                rely on the last Beneficiary Designation Form filed by the Participant
                and
                accepted by the Committee prior to his or her
                death.

            


    

    


    
      	
              9.3

            	
              Acknowledgment.  No
                designation or change in designation of a Beneficiary shall be effective
                until received, accepted and acknowledged in writing by the Committee
                or
                its designated agent.

            


    

     

    
      	
              9.4

            	
              No
                Beneficiary Designation.  If a Participant fails to
                designate a Beneficiary as provided in Sections 9.1, 9.2 and 9.3
                above or,
                if all designated Beneficiaries predecease the Participant or die
                prior to
                complete distribution of the Participant's benefits, then the
                Participant's designated Beneficiary shall be deemed to be his or
                her
                surviving spouse.  If the Participant has no surviving spouse,
                the benefits remaining under the Plan to be paid to a Beneficiary
                shall be
                payable to the executor or personal representative of the Participant's
                estate.

            


    

    


    
      	
              9.5

            	
              Doubt
                as to Beneficiary.  If the Committee has any doubt as to the
                proper Beneficiary to receive payments pursuant to this Plan, the
                Committee shall have the right, exercisable in its
                discretion, to cause the Participant's Employer to withhold such
                payments
                until this matter is resolved to the Committee's
                satisfaction.

            


    

    


    
      	
              9.6

            	
              Discharge
                of Obligations.  The payment of benefits under the Plan to a
                Beneficiary shall fully and completely discharge the Company, all
                Employers and the Committee from all further obligations under this
                Plan
                with respect to the Participant, and that Participant's Plan Agreement
                shall terminate upon such full payment of
                benefits.

            


    

    


    


    ARTICLE
      10

    Leave
      of
      Absence; Consulting

    


    
      	
              10.1

            	
              Paid
                Leave of Absence.  If a Participant is authorized by the
                Participant's Employer for any reason to take a paid leave of absence
                from
                the employment of the Employer, the Participant shall continue to
                be
                considered employed by the Employer and the Annual Deferral Amount
                shall
                continue to be withheld during such paid leave of absence in accordance
                with Section 3.3.

            


    

    


    
      	
              10.2

            	
              Unpaid
                Leave of Absence.  If a Participant is authorized by the
                Participant's Employer for any reason to take an unpaid leave of
                absence
                from the employment of the Employer, the Participant shall continue
                to be
                considered employed by the Employer and the Participant shall be
                excused
                from making deferrals until the earlier of the date the leave of
                absence
                expires or the Participant returns to a paid employment
                status.  Upon such expiration or return, deferrals shall resume
                for the remaining portion of the Plan Year in which the expiration
                or
                return occurs, based on the deferral election, if any, made for that
                Plan
                Year.  If no election was made for that Plan Year, no deferral
                shall be withheld.

            


    

    


    
      	
              10.3

            	
              Consulting
                Arrangements.  Other provisions of the Plan
                notwithstand­ing, if the Company enters into a consulting arrangement
                with a Participant effective upon the Participant's Retirement or
                Termination of Employment, the payment of the Retirement Benefit
                or
                Termination Benefit shall be delayed.   In this case, the
                Participant will be treated as though employment continued until
                the
                consulting arrangement terminates for purposes of determining the
                time at
                which payment of the Retirement Benefit or Termination Benefit will
                commence.  This provision will not limit the Participant's
                withdrawal rights under Section 4.3 or 4.4 during the pendency of
                the
                consulting arrangement, but the Participant will not be permitted
                to defer
                compensation payable in connection with such consulting arrangement
                under
                the Plan.  Any determination of whether the Participant's
                severance from employment constitutes a Retirement or Termination
                of
                Employment shall be determined based on his or her circumstances
                at the
                time employment terminates, without regard to any continued service
                pursuant to the consulting
                arrangement.

            


    

     


    ARTICLE
      11

    Termination,
      Amendment or Modification

    


    
      	
              11.1

            	
              Termination.  Each
                Employer reserves the right to terminate the Plan at any time with
                respect
                to any or all of its Participants by the actions of its board of
                directors.  Upon the termination of the Plan with respect to any
                Employer, the Plan Agreements of the affected Participants who are
                employed by that Employer shall terminate and their Account Balance,
                determined as if they had experienced a Termination of Employment
                on the
                date of Plan termination or, if Plan termination occurs after the
                date
                upon which a Participant was eligible to Retire, then with respect
                to that
                Participant as if he or she had Retired on the date of Plan termination,
                shall be paid to the Participants as follows: Prior to a Change in
                Control, if the Plan is terminated with respect to all of its
                Participants, an Employer shall have the right, in its sole discretion,
                and notwithstanding any elections made by the Participant, to pay
                such
                benefits in a lump sum promptly after termination or pursuant to
                a Monthly
                Installment Method of up to 15 years, with amounts credited and debited
                during the installment period as provided herein, except that, if
                the Plan
                is terminated with respect to less than all of its Participants,
                an
                Employer shall be required to pay such benefits in a lump sum promptly
                after termination.  After a Change in Control, the Employer
                shall be required to pay such benefits in a lump sum except that,
                if a
                Participant has elected, upon his election to participate in the
                Plan or
                at least one year prior to such termination of the Plan, to receive
                the
                benefits in three, five, or ten annual installments under Section
                7.2, the
                Employer shall pay such benefits in the applicable number of annual
                installments commencing promptly after such termination.  The
                termination of the Plan shall not adversely affect any Participant
                or
                Beneficiary who has become entitled to the payment of any benefits
                under
                the Plan prior to such termination; provided however, that the Employer
                shall have the right to accelerate installment payments by paying
                the
                Account Balance in a lump sum or pursuant to a Monthly Installment
                Method
                using fewer months (except following a Change in Control in the case
                of
                Participant who has elected under Section 7.2 to receive the benefits
                in a
                three, five or ten annual
                installments).

            


    

    


    
      	
              11.2

            	
              Amendment.  Any
                Employer may, at any time, amend or modify the Plan in whole or in
                part
                with respect to that Employer by the actions of its board of directors,
                or, in the case of the Company, by the actions of the Committee,
                provided
                that any Committee-approved amendment or modification that would
                materially increase the Company’s expense or the benefits to Participants
                with respect to the Plan or that would be subject to approval of
                shareholders of the Company must be ratified by the Company’s Board of
                Directors.  The foregoing not withstanding, (i) no amendment or
                modification shall be effective to decrease or restrict the value
                of a
                Participant's Account Balance in existence at the time the amendment
                or
                modification is made, calculated as if the Participant had experienced
                a
                Termination of Employment as of the effective date of the amendment
                or
                modification, or, if the amendment or modification occurs after the
                date
                upon which the Participant was eligible to Retire, the Participant
                had
                Retired as of the effective date of the amendment or modification;
                and
                (ii) the amendment or modification of the Plan shall not affect any
                Participant or Beneficiary who has become entitled to the payment
                of
                benefits under the Plan as of the date of the amendment or modification;
                provided, however, that the Employer shall have the right to accelerate
                installment payments by paying the Account Balance in a lump sum
                or
                pursuant to a Monthly Installment Method using fewer
                months.

            


    

     

    
      	
              11.3

            	
              Plan
                Agreement.  Despite the provisions of Sections 11.1 and 11.2
                above, if a Participant's Plan Agreement contains benefits or limitations
                that are not in this Plan document, the Employer may only amend or
                terminate such provisions with the consent of the
                Participant.

            


    

    


    
      	
              11.4

            	
              Effect
                of Payment.  The full payment of the applicable benefit
                under Section 4.4 or Articles 5, 6, 7 or 8 of the Plan shall completely
                discharge all obligations to a Participant and his or her designated
                Beneficiaries under this Plan and the Participant's Plan Agreement
                shall
                terminate.

            


    

    


    


    ARTICLE
      12

    Administration

    


    
      	
              12.1

            	
              Committee
                Duties.  This Plan shall be administered by a Committee
                which shall consist of the Board, or such committee as the Board
                shall
                appoint.  Members of the Committee may be Participants under
                this Plan.  The Committee shall also have the discretion and
                authority to (i) make, amend, interpret, and enforce all appropriate
                rules
                and regulations for the administration of this Plan and (ii) decide
                or
                resolve any and all questions including interpretations of this Plan,
                as
                may arise in connection with the Plan.  The Committee may, in
                its sole discretion, waive or modify the length of the advance-election
                period a Participant is required to make an election as to the manner
                and
                timing of payment of Retirement or Termination Benefits under Sections
                5.2
                or 7.2 or in connection with the termination of the Plan under Section
                11.1.

            


    

    


    
      	
              12.2

            	
              Agents.  In
                the administration of this Plan, the Committee may, from time to
                time,
                employ agents and delegate to them such administrative duties as
                it sees
                fit (including acting through a duly appointed representative) and
                may
                from time to time consult with counsel who may be counsel to any
                Employer.

            


    

    


    
      	
              12.3

            	
              Binding
                Effect of Decisions.  The decision or action of the
                Committee with respect to any question arising out of or in connection
                with the administration, interpretation and application of the Plan
                and
                the rules and regulations promulgated hereunder shall be final and
                conclusive and binding upon all persons having any interest in the
                Plan.

            


    

    


    
      	
              12.4

            	
              Indemnity
                of Committee.  All Employers shall indemnify and hold
                harmless the members of the Committee against any and all claims,
                losses,
                damages, expenses or liabilities arising from any action or failure
                to act
                with respect to this Plan, except in the case of willful misconduct
                by the
                Committee or any of its members.

            


    

    


    
      	
              12.5

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

            


    

    
      
        
        

      

      
        
          

        

      

       

    

    ARTICLE
      13

    Other
      Benefits and Agreements

    


    
      	
              13.1

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

            


    

     

    ARTICLE
      14

    Claims
      Procedures

    


    
      	
              14.1

            	
              Presentation
                of Claim.  Any Participant or Beneficiary of a deceased
                Participant (such Participant or Beneficiary being referred to below
                as a
                "Claimant") may deliver to the Committee a written claim for a
                determination with respect to the amounts distributable to such Claimant
                from the Plan.  If such a claim relates to the contents of a
                notice received by the Claimant, the claim must be made within 60
                days
                after such notice was received by the Claimant. All other claims
                must be
                made within 180 days of the date on which the event that caused the
                claim
                to arise occurred.  The claim must state with particularity the
                determination desired by the
                Claimant.

            


    

    


    
      	
              14.2

            	
              Notification
                of Decision.  The Committee shall consider a Claimant's
                claim within a reasonable time, and shall notify the Claimant in
                writing:

            


    

    


    
      	
               

            	
              (a)

            	
              that
                the Claimant's requested determination has been made, and that the
                claim
                has been allowed in full; or

            


    

    


    
      	
               

            	
              (b)

            	
              that
                the Committee has reached a conclusion contrary, in whole or in part,
                to
                the Claimant's requested determination, and such notice must set
                forth in
                a manner calculated to be understood by the
                Claimant:

            


    

    


    
      	
               

            	
              (i)

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

            


    

    


    
      	
               

            	
              (ii)

            	
              specific
                reference(s) to pertinent provisions of the Plan upon which such
                denial
                was based;

            


    

    


    
      	
               

            	
              (iii)

            	
              a
                description of any additional material or information necessary for
                the
                Claimant to perfect the claim, and an explanation of why such material
                or
                information
                is necessary; and (iv) an explanation of the claim review procedure
                set
                forth in Section 14.3 below.

            


    

    


    
      	
              14.3

            	
              Review
                of a Denied Claim.  Within 60 days after receiving a notice
                from the Committee that a claim has been denied, in whole or in part,
                a
                Claimant (or the Claimant's duly authorized representative) may file
                with
                the Committee a written request for a review of the denial of the
                claim.  Thereafter, but not later than 30 days after the review
                procedure began, the Claimant (or the Claimant's duly authorized
                representative):

            


    

    


    
      	
               

            	
              (a)

            	
              may
                review pertinent documents;

            


    

    


    
      	
               

            	
              (b)

            	
              may
                submit written comments or other documents;
                and/or

            


    

    


    
      	
               

            	
              (c)

            	
              may
                request a hearing, which the Committee, in its sole discretion, may
                grant.

            


    

    


    
      	
              14.4

            	
              Decision
                on Review.  The Committee shall render its decision on
                review promptly, and not later than 60 days after the filing of a
                written
                request for review of the denial, unless a hearing is held or other
                special circumstances require additional time, in which case the
                Committee's decision must be rendered within 120 days after such
                date.  Such decision must be written in a manner calculated to
                be understood by the Claimant, and it must
                contain:

            


    

    


    
      	
               

            	
              (a)

            	
              specific
                reasons for the decision;

            


    

    


    
      	
               

            	
              (b)

            	
              specific
                reference(s) to the pertinent Plan provisions upon which the decision
                was
                based; and

            


    

    


    
      	
               

            	
              (c)

            	
              such
                other matters as the Committee deems
                relevant.

            


    

    


    
      	
              14.5

            	
              Legal
                Action.  A Claimant's compliance with the foregoing
                provisions of this Article 14 is a mandatory prerequisite to a Claimant's
                right to commence any legal action with respect to any claim for
                benefits
                under this Plan.

            


    

    


    


    ARTICLE
      15

    Trust

    


    
      	
              15.1

            	
              Establishment
                of the Trust.  The Company shall establish the Trust, and
                each Employer shall at least annually transfer over to the Trust
                such
                assets as the Employer determines are necessary to provide, on a
                present
                value basis, for its future liabilities created with respect to all
                Annual
                Deferral Amounts, Company Matching Amounts and Company Restoration
                Amounts
                for such Employer's Participants for all periods prior to the transfer,
                as
                well as the credits and debits to the Participants' Account Balance
                (and
                Unvested Accrued Amounts) for all periods prior to the transfer,
                taking
                into consideration the value of the assets in the trust at the time
                of the
                transfer.

            


    

     

    
      	
              15.2

            	
              Interrelationship
                of the Plan and the Trust.  The provisions of the Plan and
                the Plan Agreement shall govern the rights of a Participant to receive
                distributions pursuant to the Plan. The provisions of the Trust shall
                govern the rights of the Employers, Participants and the creditors
                of the
                Employers to the assets transferred to the Trust. Each Employer shall
                at
                all times remain liable to carry out its obligations under the
                Plan.

            


    

    


    
      	
              15.3

            	
              Distributions
                From the Trust.  Each Employer's obligations under the Plan
                may be satisfied with Trust assets distributed pursuant to the terms
                of
                the Trust, and any such distribution shall reduce the Employer's
                obligations under this Plan.

            


    

    


    


    ARTICLE
      16

    Miscellaneous

    


    
      	
              16.1

            	
              Unsecured
                General Creditor.  Participants and their Beneficiaries,
                heirs, successors and assigns shall have no legal or equitable rights,
                interests or claims in any property or assets of an
                Employer.  For purposes of the payment of benefits under this
                Plan, any and all of an Employer's assets shall be, and remain, the
                general, unpledged unrestricted assets of the Employer.  An
                Employer's obligation under the Plan shall be merely that of an unfunded
                and unsecured promise to pay money in the future.  If any right
                of a Participant under the Plan would cause such Participant to be
                in
                constructive receipt or have the economic benefit of any funds or
                other
                assets such that the Participant would be subject to federal income
                taxation in respect of such funds or other assets prior to the
                Participant's actual receipt thereof as a Termination or Retirement
                Benefit or other payout of benefits under the Plan, such right of
                the
                Participant shall be restricted to the extent necessary so that the
                Participant does not have such constructive receipt or economic
                benefit.

            


    

    


    
      	
              16.2

            	
              Employer's
                Liability.  An Employer's liability for the payment of
                benefits shall be defined only by the Plan and the Plan Agreement,
                as
                entered into between the Employer and a Participant.  An
                Employer shall have no obligation to a Participant under the Plan
                except
                as expressly provided in the Plan and his or her Plan
                Agreement.

            


    

    


    
      	
              16.3

            	
              Nonassignability.  Neither
                a Participant nor any other person shall have any right to commute,
                sell,
                assign, transfer, pledge, anticipate, mortgage or otherwise encumber,
                transfer, hypothecate, alienate or convey in advance of actual receipt,
                the amounts, if any, payable hereunder, or any part thereof, which
                are,
                and all rights to which are expressly declared to be, unassignable
                and
                non-transferable, except that the foregoing shall not apply to any
                family
                support obligations set forth in a court order.  No part of the
                amounts payable shall, prior to actual payment, be subject to seizure,
                attachment, garnishment or sequestration for the payment of any debts,
                judgments, alimony or separate maintenance owed by a Participant
                or any
                other person, nor be transferable by operation of law in the event
                of a
                Participant's or any other person's bankruptcy or
                insolvency.

            


    


    
      	
              16.4

            	
              Not
                a Contract of Employment.  The terms and conditions of this
                Plan shall not be deemed to constitute a contract of employment between
                the Company or any Employer and the Participant.  Such
                employment is hereby acknowledged to be an "at will" employment
                relationship that can be terminated at any time for any reason, or
                no
                reason, with or without cause, and with or without notice, unless
                expressly provided in a written employment agreement. Nothing in
                this Plan
                shall be deemed to give a Participant the right to be retained in
                the
                service of the Company or any Employer or to interfere with the right
                of
                the Company or any Employer to discipline or discharge the Participant
                at
                any time.

            


    

    


    
      	
              16.5

            	
              Furnishing
                Information.  A Participant or his or her Beneficiary will
                cooperate with the Committee by furnishing any and all information
                requested by the Committee and take such other actions as may be
                requested
                in order to facilitate the administration of the Plan and the payments
                of
                benefits hereunder, including but not limited to taking such physical
                examinations as the Committee may deem
                necessary.

            


    

    


    
      	
              16.6

            	
              Terms.  Whenever
                any words are used herein in the masculine, they shall be construed
                as
                though they were in the feminine in all cases where they would so
                apply;
                and whenever any words are used herein in the singular or in the
                plural,
                they shall be construed as though they were used in the plural or
                the
                singular, as the case may be, in all cases where they would so
                apply.

            


    

    


    
      	
              16.7

            	
              Captions.  The
                captions of the articles, sections and paragraphs of this Plan are
                for
                convenience only and shall not control or affect the meaning or
                construction of any of its
                provisions.

            


    

    


    
      	
              16.8

            	
              Governing
                Law.  Subject to ERISA, the provisions of this Plan shall be
                construed and interpreted according to the internal laws of the State
                of
                Nevada without regard to its conflicts of laws
                principles.

            


    

    


    
      	
              16.9

            	
              Notice.  Any
                notice or filing required or permitted to be given to the Committee
                under
                this Plan shall be sufficient if in writing and hand-delivered, or
                sent by
                registered or certified mail, to the address
                below:

            


    

    


    Sierra
      Health Services Deferred

    Compensation
      Plan Committee

    P.O.
      Box
      15645

    Las
      Vegas, Nevada 89114-5645

    


    Such
      notice shall be deemed given as of the date of delivery or, if delivery is
      made
      by mail, as of the date shown on the postmark on the receipt for registration
      or
      certification.

    


    Any
      notice or filing required or permitted to be given to a Participant under this
      Plan shall be sufficient if in writing and hand-delivered, or sent by mail,
      to
      the last known address of the Participant.



    
      	
              16.10

            	
              Successors.  The
                provisions of this Plan shall bind and inure to the benefit of the
                Participant's Employer and its successors and assigns and the Participant
                and the Participant's designated
                Beneficiaries.

            


    

    


    
      	
              16.11

            	
              Spouse's
                Interest.  The interest in the benefits hereunder of a
                spouse of a Participant who has predeceased the Participant shall
                automatically pass to the Participant and shall not be transferable
                by
                such spouse in any manner, including but not limited to such spouse's
                will, nor shall such interest pass under the laws of intestate
                succession.

            


    

    


    
      	
              16.12

            	
              Validity.  In
                case any provision of this Plan shall be illegal or invalid for any
                reason, said illegality or invalidly shall not affect the remaining
                parts
                hereof, but this Plan shall be construed and enforced as if such
                illegal
                or invalid provision had never been inserted
                herein.

            


    

    


    
      	
              16.13

            	
              Incompetent.
                If the Committee determines in its discretion that a benefit under
                this
                Plan is to be paid to a minor, a person declared incompetent or to
                a
                person incapable of handling the disposition of that person's property,
                the Committee may direct payment of such benefit to the guardian,
                legal
                representative or person having the care and custody of such minor,
                incompetent or incapable person.  The Committee may require
                proof of minority, incompetency, incapacity or guardianship, as it
                may
                deem appropriate prior to distribution of the benefit.  Any
                payment of a benefit shall be a payment for the account of the Participant
                and the Participant's Beneficiary, as the case may be, and shall
                be a
                complete discharge of any liability under the Plan for such payment
                amount.

            


    

    


    
      	
              16.14

            	
              Court
                Order.  The Committee is authorized to make any payments
                directed by court order in any action in which the Plan or the Committee
                has been named as a party.  In addition, if a court determines
                that a spouse or former spouse of a Participant has an interest in
                the
                Plan as the result of a property settlement or otherwise, the Committee,
                in its sole discretion, shall have the right, notwithstanding any
                election
                made by a Participant and notwithstanding the provisions of Section
                16.3,
                to take actions it deems necessary or appropriate in order to comply
                with
                the order of the court.  In such case, unless otherwise
                determined by the Committee, the following rules will
                apply:

            


    

    


    
      	
               

            	
              (a)

            	
              If
                the court's order directs immediate payment to or for the benefit
                of the
                spouse or former spouse (or a dependent family member), the Participant's
                Deferral Account or portion thereof subject to such order shall be
                valued
                as of the date of the court order and paid out in accordance therewith
                as
                a lump sum within 60 days
                thereafter.

            


    

     

    
      
        

      

    

     

    
      	
               

            	
              (b)

            	
              If
                the court's order directs payment to or for the benefit of the spouse
                or
                former spouse (or a dependent family member) at a future date, the
                Participant's Deferral Account shall be segregated, as of the date
                of the
                court order, into two subaccounts, one representing the portion subject
                to
                the court's order for payment to the spouse or former spouse (the
                "Court
                Order Subaccount") and the other representing the portion that is
                not or
                will not thereafter be required to be paid to such
                spouse or former spouse (the "Non-Court Order
                Subaccount").   Both of these Subaccounts shall be
                maintained in the name of the Participant.  The Court Order
                Subaccount shall be reallocated, as of the date of the court order,
                to the
                Measurement Fund that is a money market or other cash equivalent
                fund, and
                shall remain in such Measurement Fund without reallocation until
                such
                Subaccount is paid out.  The Court Order Subaccount shall be
                paid, to or for the benefit of the spouse or former spouse (or dependent
                family member) or otherwise in accordance with the court order, at
                the
                earlier of the time specified in the court order or the time that
                portion
                of the Deferral Account otherwise would have been paid under the
                Plan;
                provided, however, that if an event occurs that triggers a payout
                or
                benefit under Article 4, 5, 6, 7 or 8, the Court Order Subaccount
                shall be
                paid in accordance with the such applicable Article, and provided
                further,
                that the Court Order Subaccount shall remain subject to any vesting
                and
                other restrictions under the Plan.  The Non-Court Order
                Subaccount shall remain subject to the terms and conditions of the
                Plan
                without limitation.

            


    

    


    
      	
               

            	
              (c)

            	
              The
                Committee shall send written notice to the Participant explain the
                actions
                and rights under this Section 16.14 with respect to the Participant's
                Deferral Account, including (i) the reallocation of the Court Order
                Subaccount to the money market or cash equivalent Measurement Fund,
                (ii)
                the federal income tax consequence to the Participant upon payment
                of the
                Court Order Subaccount, and (iii) any aspect of the court order with
                which
                the Company cannot comply.

            


    

    


    
      	
              16.15

            	
              Distribution
                in the Event of Taxation.

            


    

    


    
      	
               

            	
              (a)

            	
              In
                General.  If, for any reason, all or any portion of a
                Participant's benefit under this Plan becomes taxable to the Participant
                prior to receipt, a Participant may petition the Committee before
                a Change
                in Control, or the trustee of the Trust after a Change in Control,
                for a
                distribution of that portion of his or her benefit that has become
                taxable.  Upon the grant of such a petition, which grant shall
                not be unreasonably withheld (and, after a Change in Control, shall
                be
                granted), a Participant's Employer shall distribute to the Participant
                immediately available funds in an amount equal to the taxable portion
                of
                his or her benefit (which amount shall not exceed a Participant's
                Account
                Balance under the Plan).  If the petition is granted, the tax
                liability distribution shall be made within 90 days of the date when
                the
                Participant's petition is granted.  Such a distribution shall
                affect and reduce the benefits to be paid under this
                Plan.

            


    

    


    
      	
               

            	
              (b)

            	
              Trust.  If
                the Trust terminates in accordance with Section 3.7(e) of the Trust
                and
                benefits are distributed from the Trust to a Participant in accordance
                with that Section, the Participant's benefits under this Plan shall
                be
                reduced to the extent of such
                distributions.

            


    

     

    
      	
              16.16

            	
              Legal
                Fees To Enforce Rights After Change in Control.  The Company
                and each Employer is aware that upon the occurrence of a Change in
                Control, the Board or the board of directors of the Employer (which
                might
                then be composed of new members) or a shareholder of the Company
                or the
                Employer, or of any successor corporation might then cause or attempt
                to
                cause the Company, the Employer or such successor to refuse to comply
                with
                its obligations under the Plan and might cause or attempt to cause
                the
                Company or the Employer to institute, or may institute, litigation
                seeking
                to deny Participants the benefits intended under the Plan. In these
                circumstances, the purpose of the Plan could be
                frustrated.  Accordingly, if, following a Change in Control, it
                should appear to any Participant that the Company, its Employer or
                any
                successor corporation has failed to comply with any of its obligations
                under the Plan or any agreement thereunder or, if the Company, such
                Employer or any other person takes any action to declare the Plan
                void or
                unenforceable or institutes any litigation or other legal action
                designed
                to deny, diminish or to recover from any Participant the benefits
                intended
                to be provided, then the Company and the Employer irrevocably authorize
                such Participant to retain counsel of his or her choice at the expense
                of
                the Company and the Employer (who shall be jointly and severally
                liable)
                to represent such Participant in connection with the initiation or
                defense
                of any litigation or other legal action, whether by or against the
                Company, the Employer or any director, officer, shareholder or other
                person affiliated with the Company, the Employer or any successor
                thereto
                in any jurisdiction.

            


    

     

    
      
        

      

    

     

     

     

    
 

    IN
      WITNESS WHEREOF, the Company has signed this amended and restated Plan document
      as of April 27, 2007.

    


    


    
      	
              SIERRA
                HEALTH SERVICES, INC.,

            
	
               a  Nevada
                corporation

               

            
	 	 
	
              By:

            	
               /s/
                Jonathon Bunker

            
	 	 
	
              Title:

            	
               President
                and Chief Operating Officer