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                                                                   Exhibit 10.35

                          GENENCOR INTERNATIONAL, INC.

                     NONQUALIFIED DEFERRED COMPENSATION PLAN

                       Effective as of September 15, 2003

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                           <C>
                                    ARTICLE 1
                                PURPOSE AND TERM

1.1    Purpose.............................................................    1
1.2    Effective Date......................................................    1

                                    ARTICLE 2
                                   DEFINITIONS

2.1    "Account"...........................................................    1
2.2    "Additional Shares".................................................    1
2.3    "Additional Shares Contribution"....................................    1
2.4    "Beneficiary".......................................................    1
2.5    "Board".............................................................    1
2.6    "Cash Account"......................................................    1
2.7    "Change In Control".................................................    2
2.8    "Claimant"..........................................................    2
2.9    "Code"..............................................................    2
2.10   "Commencement Date".................................................    2
2.11   "Committee".........................................................    2
2.12   "Common Stock"......................................................    2
2.13   "Company"...........................................................    2
2.14   "Company Contribution Account"......................................    3
2.15   "Company Contributions".............................................    3
2.16   "Compensation"......................................................    3
2.17   "Compensation Deferral Account".....................................    3
2.18   "Compensation Deferrals"............................................    3
2.19   "Designation Date"..................................................    3
2.20   "Director"..........................................................    3
2.21   "Disability"........................................................    3
2.22   "Effective Date"....................................................    3
2.23   "Eligible Person"...................................................    3
2.24   "Entry Date"........................................................    3
2.25   "ERISA".............................................................    3
2.26   "Exchange Act"......................................................    4
2.27   "Exchange Shares"...................................................    4
2.28   "Hardship Distribution".............................................    4
2.29   "Immediate Distribution"............................................    4
2.30   "Investment Agent"..................................................    4
2.31   "MDCC"..............................................................    4
2.32   "Participant".......................................................    4
2.33   "Participant Enrollment and Election Form"..........................    4
2.34   "Plan"..............................................................    4
2.35   "Plan Year" ........................................................    4
</TABLE>

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<TABLE>
<S>                                                                           <C>
2.36   "Restricted Stock Unit Award".......................................    4
2.37   "Retirement"........................................................    4
2.38   "Severance".........................................................    4
2.39   "Stock Account".....................................................    5
2.40   "Stock Deferrals"...................................................    5
2.41   "Trust".............................................................    5
2.42   "Trustee"...........................................................    5
2.43   "Year of Service"...................................................    5

                                    ARTICLE 3
                          ELIGIBILITY AND PARTICIPATION

3.1    Eligible Persons....................................................    5
3.2    Requirements........................................................    5
3.3    Severance...........................................................    5
3.4    Change of Employment Category.......................................    6

                                    ARTICLE 4
                            CONTRIBUTIONS AND CREDITS

4.1    Compensation Deferrals..............................................    6
4.2    Additional Shares Contributions.....................................    7
4.3    Stock Deferrals.....................................................    8
4.4    Company Contributions...............................................    8

                                    ARTICLE 5
                             MAINTENANCE OF ACCOUNTS

5.1    Investment Directions of Participants for Cash Accounts.............    9
5.2    Maintenance of Stock Account........................................   11
5.3    Accounting for Distributions........................................   11
5.4    Expenses and Taxes..................................................   11

                                    ARTICLE 6
                                    THE TRUST

6.1    Establishment of Trust..............................................   12
6.2    Trust to Be Unfunded................................................   12
</TABLE>

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<TABLE>
<S>                                                                           <C>
                                    ARTICLE 7
                             ENTITLEMENT TO BENEFITS

7.1    Fixed Payment Dates; Severance......................................   12
7.2    Hardship Distributions..............................................   13
7.3    Immediate Distributions.............................................   14
7.4    Special Rule Regarding Deductibility................................   14

                                    ARTICLE 8
                            DISTRIBUTION OF BENEFITS

8.1    Amount..............................................................   14
8.2    Timing and Manner of Payment........................................   14
8.3    Severance...........................................................   16
8.4    Death...............................................................   16
8.5    Retirement or Disability............................................   16
8.6    Changes In Law Affecting Taxability.................................   16

                                    ARTICLE 9
                         BENEFICIARIES; PARTICIPANT DATA

9.1    Designation of Beneficiaries........................................   17
9.2    Information to Be Furnished By Participants and Beneficiaries;
       Inability to Locate Participants or Beneficiaries...................   17

                                   ARTICLE 10
                                 ADMINISTRATION

10.1   Administrative Authority............................................   18
10.2   Uniformity of Discretionary Acts....................................   19
10.3   Litigation..........................................................   19
10.4   Conflict of Interest................................................   19
10.5   Multiple Capacities.................................................   19
10.6   Liability...........................................................   19
10.7   Claims Procedure....................................................   19

                                   ARTICLE 11
                                    AMENDMENT

11.1   Right to Amend......................................................   21
11.2   Amendments to Ensure Proper Characterization of Plan................   21
</TABLE>

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<TABLE>
<S>                                                                           <C>
                                   ARTICLE 12
                                   TERMINATION

12.1   Employer's Right to Terminate or Suspend Plan.......................   21
12.2   Automatic Termination of Plan.......................................   21
12.3   Successor to Employer...............................................   21
12.4   Suspension of Deferrals.............................................   21
12.5   Allocation and Distribution.........................................   22

                                   ARTICLE 13
                                  MISCELLANEOUS

13.1   Withholding Taxes...................................................   22
13.2   No Guarantee of Tax Consequences....................................   22
13.3   Limitations on Liability of Employer................................   22
13.4   No Right to Continued Employment or Service.........................   23
13.5   Construction........................................................   23
13.6   Funding.............................................................   23
13.7   Spendthrift Provision...............................................   23
13.8   Other Plans and Agreements..........................................   23
13.9   Governing Law.......................................................   24
</TABLE>

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<PAGE>

                          GENENCOR INTERNATIONAL, INC.

                     NONQUALIFIED DEFERRED COMPENSATION PLAN

                       Effective as of September 15, 2003

                                    ARTICLE 1
                                PURPOSE AND TERM

         1.1      Purpose. The purpose of the Plan is to provide certain members
of management and highly-compensated employees of the Company with an
opportunity to elect to defer the receipt of a portion of their compensation and
the receipt of shares of Common Stock. The Plan is intended to be a "top-hat"
plan under Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and should be
interpreted consistent with such intention. The Plan shall also be available to
non-employee members of the Board of Directors.

         1.2      Effective Date. The Plan was approved by the Board on
September 10, 2003, adopted by the Management Development and Compensation
Committee on September 10, 2003 and became effective as of September 15, 2003.
Deferrals of Compensation are permitted beginning with Compensation payable on
or after January 1, 2004.

                                    ARTICLE 2
                                   DEFINITIONS

         2.1      "Account" means, with respect to a Participant, all Cash
Accounts and Stock Accounts of such Participant, collectively, for all Plan Year
Deferrals.

         2.2      "Additional Shares" means, with respect to the exercise of a
nonqualified stock option by a Participant, the shares of Common Stock to be
received from the exercise of the nonqualified stock option, less the Exchange
Shares to be received from the exercise of the nonqualified stock option.

         2.3      "Additional Shares Contribution" is defined in Section 4.2(a).

         2.4      "Beneficiary" means, with respect to a Participant, the person
or persons designated in accordance with the provisions of Article 9 as a
beneficiary of such Participant hereunder.

         2.5      "Board" means the Board of Directors of Genencor
International, Inc.

         2.6      "Cash Account" means, with respect to a Participant, the
Compensation Deferral Account and Company Contribution Account of such
Participant, collectively, for each Plan Year Deferral.

         2.7      "Change In Control" means (i) any "person" within the meaning
of Section 14(d) of the Exchange Act, other than the Company, a subsidiary, or
any employee benefit plan(s)

<PAGE>

sponsored by the Company or any subsidiary, is or has become the "beneficial
owner," as defined in Rule 13d-3 under the Exchange Act, directly or indirectly,
of 40% or more of the combined voting power of the outstanding securities of the
Company ordinarily having the right to vote at the election of directors;
provided, however, this clause "(i)" shall not include any transaction otherwise
described herein between the Eastman Chemical Company and Danisco A/S or their
affiliates, or between the Company and either or both of Eastman Chemical
Company and Danisco A/S or their affiliates, (ii) individuals who constitute the
Board on May 30, 2002 (the "incumbent Board") have ceased for any reason to
constitute at least a majority thereof (or a majority of the Board as then
constituted), provided that any person becoming a director subsequent to May 30,
2002 whose election, or nomination for election by the Company's stockholders,
was approved by a vote of at least three-quarters (3/4) of the directors
comprising the incumbent Board (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for
director without objection to such nomination) shall be, for purposes of this
Plan, considered as though such person were a member of the incumbent Board;
(iii) the closing of a reorganization, merger or consolidation of the Company,
other than one with respect to which all or substantially all of those persons
who were the beneficial owners, immediately prior to such reorganization, merger
or consolidation, of outstanding securities of the Company ordinarily having the
right to vote in the election of directors own, immediately after such
transaction, more than three-quarters (3/4) of the outstanding securities of the
resulting corporation ordinarily having the right to vote in the election of
directors; (iv) the closing of a sale or other disposition of all or
substantially all of the assets of the Company, other than to a subsidiary; or
(v) the complete liquidation and dissolution of the Company.

         2.8      "Claimant" means a person who has filed a claim for benefits
under the Plan.

         2.9      "Code" means the Internal Revenue Code of 1986, as amended,
and a reference herein to a specific section of the Code refers to that section
as amended, including any successor or replacement provision.

         2.10     "Commencement Date" means, in the event benefits are payable
in a lump sum, the fixed date or event (Retirement, death or Disability) chosen
for payment of such benefit, and in the event benefits are payable in
installments, the fixed date or event (Retirement, death or Disability) chosen
for the installment payments to begin.

         2.11     "Committee" shall mean the Committee appointed from time to
time by the MDCC to administer the Plan. The Committee shall at all times serve
at the pleasure of the MDCC and the MDCC may, in its sole and absolute
discretion, reconstitute the Committee or supervise, advise or direct the
activities of the Committee. If at any time the MDCC has not appointed or has
abolished the Committee, the MDCC shall act as the Committee.

         2.12     "Common Stock" means the common stock, $.01 par value per
share, of the Company.

         2.13     "Company" means Genencor International, Inc. and its
successors and assigns.

                                       2
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         2.14     "Company Contribution Account" means, with respect to a
Participant, the account established pursuant to Section 4.4(b) for such
Participant for each Plan Year Deferral.

         2.15     "Company Contributions" is defined in Section 4.4(a).

         2.16     "Compensation" means, in the case of a Participant who is an
employee of the Company, such Participant's regular cash salary and cash bonuses
(including, without limitation, payments under the Variable Pay Plan of the
Company), and in the case of a Participant who is a Director of the Company,
such Participant's annual Board retainer and Board meeting fees (including Board
Committee meeting fees).

         2.17     "Compensation Deferral Account" means, with respect to a
Participant, the account established pursuant to Section 4.1(b) for such
Participant for each Plan Year Deferral.

         2.18     "Compensation Deferrals" is defined in Section 4.1(a).

         2.19     "Designation Date" means the date or dates as of which a
designation of investment directions by a Participant pursuant to Section 5.1,
or any change in a prior designation of investment directions by a Participant
pursuant to Section 5.1, shall become effective. The Designation Date in any
Plan Year shall be determined by the Committee; provided, however, that each
trading day of the NASDAQ Stock Market shall be available as a Designation Date
unless the Committee selects different Designation Dates.

         2.20     "Director" means a non-employee member of the Board of
Directors.

         2.21     "Disability" for a Participant means a disability which
entitles the Participant to benefits under the Genencor International, Inc. Long
Term Disability Plan for a partial or total disability, or would so entitle the
Participant (as determined in the MDCC's sole and absolute discretion) if such
Participant were an employee of the Company and covered under the Plan.

         2.22     "Effective Date" means the effective date of the Plan, which
shall be September 15, 2003. Notwithstanding the foregoing, the Plan shall not
permit Participants to elect to make Compensation Deferrals for Compensation
payable prior to January 1, 2004; provided, however, that this sentence shall
not be interpreted to prohibit Compensation Deferrals with respect to calendar
2003 bonus Compensation that is earned after the date of the deferral election
of such bonus Compensation but payable on or after January 1, 2004, to prohibit
Additional Shares Contributions prior to January 1, 2004 or to prohibit Stock
Deferrals prior to January 1, 2004.

         2.23     "Eligible Person" means a person described in Section 3.1.

         2.24     "Entry Date" means, with respect to a Participant, the first
day of the first pay period following or coinciding with the date on which the
individual first becomes an Eligible Person. Notwithstanding the foregoing, for
any individual who first becomes an Eligible Person on or before the Effective
Date, his or her Entry Date shall be the Effective Date.

         2.25     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and a reference herein to a specific section of ERISA refers
to that section as amended, including any successor or replacement provision.

                                       3
<PAGE>

         2.26     "Exchange Act" means the Securities Exchange Act of 1934, as
amended, including the rules thereunder and the successor provisions and rules
thereto.

         2.27     "Exchange Shares" means, with respect to the exercise of a
nonqualified stock option by a Participant, the shares of Common Stock to be
issued to the Participant, the number of which shall equal the shares of Common
Stock surrendered by the Participant to pay the exercise price for the exercise
of the nonqualified stock option.

         2.28     "Hardship Distribution" means a distribution described in
Section 7.2.

         2.29     "Immediate Distribution" means a distribution described in
Section 7.3.

         2.30     "Investment Agent" means the person appointed by the Committee
or the Trustee to invest the Cash Accounts of a Participant held by that
Participant's Trust, or if no person is so designated, the Committee.

         2.31     "MDCC" means the Management Development and Compensation
Committee of the Board.

         2.32     "Participant" means any Eligible Person or former Eligible
Person who has a balance in his or her Account.

         2.33     "Participant Enrollment and Election Form" means the form or
forms on which a Participant elects to defer Compensation or the receipt of
shares of Common Stock hereunder and on which the Participant makes certain
other designations as required thereon.

         2.34     "Plan" means this Genencor International, Inc. Nonqualified
Deferred Compensation Plan, as amended from time to time.

         2.35     "Plan Year" means the 12-month period ending (or in the event
of the first Plan Year, the period beginning on the Effective Date and ending)
on December 31st of each year during which the Plan is in effect.

         2.36     "Plan Year Deferral" means the amounts deferred by a
Participant into the Participant's Cash Accounts or Stock Account during a Plan
Year.

         2.37     "Restricted Stock Unit Award" means a right to receive
restricted shares of Common Stock pursuant to an award granted under a
compensation plan maintained by the Company.

         2.38     "Retirement" means, in the case of a Participant employed by
the Company, voluntary termination of employment on or after age 55 with 10
years or more of service, and in the case of a Director, the date of voluntary
termination of such person's service as a Director.

         2.39     "Severance" shall mean, in the case of an employee, a
termination of employment for reasons other than Retirement, death or
Disability, and in the case of a Director, the termination of the Director's
Board membership for reasons other than Retirement, death or Disability. No
Severance shall occur if an employee terminates employment but immediately

                                       4
<PAGE>

becomes a Director of the Company, or if a Director becomes an employee who is
an Eligible Person immediately upon termination of his or her Board membership.

         2.40     "Stock Account" means the account established to receive
Additional Shares Contributions and Stock Deferrals for each Plan Year Deferral.

         2.41     "Stock Deferrals" is defined in Section 4.3(a)

         2.42     "Trust" means the trust established pursuant to an agreement
by and between the Company and a qualified trustee pursuant to Article 6.

         2.43     "Trustee" means the trustee of that Trust described in
Article 6.

         2.44     "Year of Service" means a complete Plan Year in which an
individual (whether or not such an individual was a Participant or Eligible
Person) was an employee or Director of the Company. An individual who is an
employee or Director for only part of a Plan Year shall receive, in addition to
each applicable full Year of Service, 1/12 of a Year of Service for each month
of such Plan Year in which such individual was in the service of the Company,
rounded up to the next full month.

                                    ARTICLE 3
                          ELIGIBILITY AND PARTICIPATION

         3.1      Eligible Persons. Individuals who are (i) U.S. residents
designated by the Senior Vice President, Human Resources, as officer-band or
band-one employees of the Company, (ii) Directors of the Company, or (iii) any
other employee designated by the MDCC, shall be Eligible Persons; provided,
however, that no person shall be an Eligible Person unless he or she is (i) a
member of a select group of management or highly compensated employees of the
Company or (ii) a Director of the Company. A person shall automatically cease to
be an Eligible Person at such time as he or she is neither a member of a select
group of management nor highly compensated employees of the Company nor a
Director of the Company.

         3.2      Requirements. Every person who is an Eligible Person on the
Effective Date shall be eligible to become a Participant on the Effective Date.
Every other Eligible Person shall be eligible to become a Participant on the
first Entry Date occurring on or after the date on which he or she becomes an
Eligible Person. No individual shall become a Participant, however, if he or she
is not an Eligible Person on the date that his or her participation is to begin.
Participation in the Plan is voluntary. In order to begin participation in the
Plan, an Eligible Person must make written application in such manner as may be
required by Article 4 and must agree to make Compensation Deferrals, Additional
Shares Contributions and/or Stock Deferrals as provided in Article 4.
Notwithstanding the foregoing, an Eligible Person shall become a Participant no
later than the date on which Company Contributions are allocated to an Account
for the benefit of such person.

         3.3      Severance. If a Participant experiences a Severance from the
Company but subsequently becomes an employee or Director of the Company, he or
she may become a contributing Participant again in accordance with the
provisions of Section 3.1 upon re-

                                       5
<PAGE>

employment or re-joining the Board (as applicable), or at the time he or she
becomes an Eligible Person again (if later). No Participant may make
Compensation Deferrals, Additional Shares Contributions or Stock Deferrals, or
receive Company Contributions hereunder after a Severance until the Participant
again becomes an Eligible Person.

         3.4      Change of Employment Category. During any period in which a
Participant remains with the Company, but ceases to be an Eligible Person, he or
she shall not be eligible to make Compensation Deferrals, Additional Shares
Contributions or Stock Deferrals, or to receive Company Contributions hereunder.

                                    ARTICLE 4
                            CONTRIBUTIONS AND CREDITS

         4.1      Compensation Deferrals.

                  (a)      Time and Manner of Election. In accordance with rules
established by the Committee, a Participant may elect to defer Compensation that
would otherwise be paid to the Participant, provided that such Compensation is
not yet earned or payable at the time the election is made. An employee
Participant may elect to defer up to 50% of his or her total cash salary for the
Plan Year, and may elect to defer up to 100% of his or her total cash bonuses
(including, without limitation, payments under the Variable Pay Plan) earned
during the Plan Year. A Participant who is a Director may elect to defer up to
100% of his or her Compensation earned during the Plan Year. Any Participant
electing to defer Compensation hereunder for a given Plan Year must elect to
defer at least $5,000 for the Plan Year under this Section 4.1(a). Amounts so
deferred shall be considered a Participant's "Compensation Deferrals" and shall
be deducted by the Company from the Compensation of the deferring Participant
and shall be credited to the Compensation Deferral Account of the deferring
Participant.

                           (i)      A Participant must make a deferral election
with respect to the Compensation earned or payable during a Plan Year during the
period beginning on November 1st and ending on December 31st immediately
preceding such Plan Year, or during such other period prior to the start of the
Plan Year as may be established by the Committee. However, an Eligible Person
who becomes a Participant during the Plan Year may make an election within 30
days of his or her Entry Date with respect to Compensation earned and payable
after the election is filed with the Company. To effect the initial
implementation of the Plan, Eligible Persons may also make deferrals on or
before October 31, 2003 with respect to calendar 2003 bonus Compensation which
is payable during calendar 2004, provided that the Committee determines that
such bonus Compensation was not earned prior to the date of the deferral
election for such bonus Compensation.

                           (ii)     Compensation Deferrals shall be made through
regular payroll deductions of salary and Board retainers and fees and/or from
bonus payments, as applicable.

                           (iii)    Once made, a Participant may change his or
her election to defer salary or Board (including Board committee) fees mid-Plan
Year, by delivering written notice to the Company no later than June 30th of
that Plan Year, and such a change will take effect on the first payroll period
for services rendered on or after July 1st of that Plan Year, or as soon

                                       6
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thereafter as administratively practicable. Such a change may increase or
decrease the Participant's deferral election, or cause deferrals to commence if
the Participant did not elect to defer Compensation during the prior Plan Year's
election period. A Participant's election to defer bonus Compensation or his or
her Board retainer for a Plan Year may not be modified once the Plan Year has
begun, although it may be revoked as described below.

                           (iv)     Compensation Deferral elections may be
revoked upon the delivery of written notice (on a form supplied by the Company)
to the Company before the Compensation becomes payable to the Participant, but
no less than 15 days before the date the revocation is to become effective. The
revocation shall be effective only for Compensation earned and payable on or
after the first pay period beginning on or after the effective date of the
revocation, or as soon thereafter as administratively practicable. Any
Participant who elects to revoke his or her Compensation Deferral election may
only begin Compensation Deferrals again effective for the following Plan Year by
submitting an election in accordance with Section 4.1(a).

                           (v)      A Participant's Compensation Deferral
election shall continue in force (unless revoked as provided in Section
4.1(a)(iv) above) only for the Plan Year for which the election is first
effective. The Participant must file a new election in accordance with this
Section 4.1(a) if he or she wishes to defer Compensation in a subsequent Plan
Year. No election, modification or revocation will affect Compensation already
paid or payable at the time the election is filed with the Company.

                  (b)      Compensation Deferral Account. There shall be
established and maintained a separate Compensation Deferral Account in the name
of each Participant to which shall be credited the amount of any Compensation
Deferrals for the Plan Year and any earnings thereon, and from which shall be
debited the amount of any losses thereon and the amount of any distributions
made to the Participant therefrom.

                  (c)      Vesting. A Participant shall at all times be 100%
vested in amounts credited to his or her Compensation Deferral Account.

         4.2      Additional Shares Contributions.

                  (a)      Time and Manner of Election. In accordance with rules
established by the Committee, a Participant may elect to defer the receipt of
Additional Shares which would otherwise be payable to the Participant pursuant
to the exercise of a non-qualified stock option under a Company-sponsored stock
option program (an "Additional Shares Contribution"). Such an election must be
made at least six months prior to exercise of the option or within 30 days of
the Participant's Entry Date, if later, so long as in the latter case the
Participant's election is filed prior to the date that the Participant exercises
the option. To effect the initial implementation of the Plan, Eligible Persons
may also make such an election during the calendar 2003 Plan Year on or before
October 31, 2003, so long as the Participant's election is filed prior to the
date that the Participant exercises the option. No election to make an
Additional Shares Contribution shall apply to Additional Shares already payable
at the time the election is filed with the Company. Additional Shares deferral
elections may not be modified or revoked once filed with the Company, but shall
apply only to the stock options identified in the election.

                                       7
<PAGE>

                  (b)      Allocations. The Additional Shares under Section
4.2(a) from the exercise of a nonqualified stock option shall be credited to the
Participant's Stock Account for the Plan Year. The Exchange Shares from the
exercise of the nonqualified stock option shall be issued to the Participant.

                  (c)      Vesting. A Participant shall at all times be 100%
vested in the amount of Additional Shares Contributions credited to his or her
Stock Account. This Subsection shall not affect the date on which the
Participant becomes vested in or is entitled to exercise a stock option held by
the Participant.

         4.3      Stock Deferrals.

                  (a)      Time and Manner of Election. In accordance with rules
established by the Committee, a Participant may elect to defer the receipt of
shares of Common Stock that are due to be received by the Participant under a
Restricted Stock Unit Award, provided that such an election is made 12 months or
more in advance of the date that the Participant becomes vested in such
Restricted Stock Unit Award, or within 30 days of the Participant's Entry Date,
if later, provided that no election shall apply to a Restricted Stock Unit Award
that is already vested on the date the election is filed. To effect the initial
implementation of the Plan, Eligible Persons may also make such an election
during the calendar 2003 Plan Year on or before October 31, 2003, provided that
no election shall apply to a Restricted Stock Unit Award that is already vested
on the date the election is filed. The deferral shall become effective on the
date the Restricted Stock Unit Award becomes vested under the plan or agreement
governing such award. Amounts so deferred shall be considered a Participant's
"Stock Deferrals." Stock Deferral elections may not be modified or revoked once
filed with the Company, but shall apply only to the Restricted Stock Unit Award
identified in the election.

                  (b)      Allocation. The Stock Deferrals made by a Participant
under Section 4.3(a) shall be credited to the Participant's Stock Account for
the Plan Year.

                  (c)      Vesting. A Participant shall at all times be 100%
vested in the amount of Stock Deferrals credited to his or her Stock Deferral
Account. This Subsection shall not affect the date on which the Participant
becomes vested in a Restricted Stock Unit Award held by the Participant.

         4.4      Company Contributions.

                  (a)      Time and Amount of Contribution. Apart from
Compensation Deferrals, Additional Shares Contributions and Stock Deferrals made
by a Participant, the MDCC shall retain the right to make discretionary
contributions for any Participant under this Plan at the times and in the
amount(s) designated by the MDCC, in its sole and absolute discretion. Amounts
so credited will be considered a Participant's "Company Contributions."

                  (b)      Company Contribution Account. There shall be
established and maintained a separate Company Contribution Account in the name
of each Participant to which shall be credited the amount of any Company
Contributions during a Plan Year and any earnings thereon, and from which shall
be debited the amount of any losses thereon and the amount of any distributions
made to the Participant therefrom.

                                       8
<PAGE>

                  (c)      Vesting. Amounts credited to the Company Contribution
Account shall become 100% vested after the Participant has had three full Years
of Service with the Company following the Plan Year in which the Company
Contribution was made, or at such other time as the Company may designate at the
time the Contribution is made. Notwithstanding the preceding, if there is a
Change in Control or the Participant dies or incurs a Disability prior to
vesting, all amounts credited to his or her Company Contribution Account shall
become 100% vested. Any Participant that experiences a Severance prior to full
vesting shall irrevocably forfeit the portion not vested at the time of
Severance, and the amount so forfeited shall be returned to the Company. Any
Participant that experiences a Retirement prior to full vesting shall, unless
the Committee determines otherwise in its sole discretion (which shall include
the discretion to fully vest amounts credited to the Company Contribution
Account on Retirement), irrevocably forfeit the portion not vested at the time
of Retirement, and the amount so forfeited shall be returned to the Company.

                  (d)      Forfeitures for Misconduct. Notwithstanding Section
4.4(c), if a Participant experiences a Severance as a result of the
Participant's gross negligence, willful misconduct or other willful malfeasance
in the performance of his or her duties or the Participant's conviction of a
felony, or if the Participant engages in business competition with the Company
that violates applicable law or the provisions of any employment,
non-competition or other agreement applicable to the Participant, the
Participant shall forfeit all amounts allocated to his or her Company
Contribution Account under Section 4.4(b), whether or not such amounts would
otherwise be vested under Section 4.4(c), and the amount so forfeited shall be
returned to the Company. The MDCC, in its sole and absolute discretion, may
require that a Participant delay or limit distributions of Company Contributions
during the term of a non-competition or other employment or post-employment
agreement whose breach would cause forfeiture under this Section 4.4(d);
provided, however, that the Company must notify the Participant of its intent to
exercise this right before benefits attributable to Company Contributions would
otherwise become payable.

                                    ARTICLE 5
                             MAINTENANCE OF ACCOUNTS

         5.1      Investment Directions of Participants for Cash Accounts.

                  (a)      Subject to such limitations, operating rules and
procedures as may from time to time be required by law; imposed by the
Committee, the Trustee or their designees; or contained elsewhere in the Plan,
each Participant may communicate to the Investment Agent a direction (in
accordance with Subsection (b) below) as to how his or her Cash Accounts should
be deemed to be invested among such categories of investments as may be made
available by the Committee hereunder. The Participant's investment directions
shall designate the percentage (in any whole percent multiples) of the portion
of the subsequent contributions to the Participant's Cash Accounts which is
requested to be deemed to be invested in such categories of investments, and
shall be subject to the rules set forth below. The Investment Agent shall invest
the assets of the Participant's Cash Accounts in accordance with the directions
of the Participant except to the extent that the Committee directs it to the
contrary. The Committee has the authority but not the requirement, in its sole
and absolute discretion, to direct that a Participant's Cash Accounts be

                                       9
<PAGE>

invested among such investments as it deems appropriate and advisable, which
investments need not be the same for each Participant.

                  (b)      Any initial or subsequent investment direction shall
be in writing to the Investment Agent on a form supplied by the Company, or, as
permitted by the Investment Agent, may be by oral designation and/or electronic
transmission designation to the Investment Agent. A designation shall be
effective as of the Designation Date next following the date the direction is
received and accepted by the Investment Agent or as soon thereafter as
administratively practicable, subject to the Committee's right to override such
direction. The Participant may, if permitted by the Committee, make an
investment direction to the Investment Agent for his or her existing Cash
Accounts as of a Designation Date and a separate investment direction to the
Investment Agent for contribution credits to his or her Cash Accounts occurring
after the Designation Date.

                  (c)      All amounts credited to a Participant's Cash Accounts
shall be invested in accordance with the then effective investment direction,
unless the Committee directs otherwise. Unless otherwise changed by the
Committee, an investment direction shall remain in effect until the
Participant's Cash Accounts are distributed or forfeited in their entirety, or
until a subsequent investment direction is received and accepted by the
Investment Agent.

                  (d)      If a Participant files an investment direction with
the Investment Agent for his or her existing Cash Accounts as of a Designation
Date which is received and accepted by the Investment Agent and not overridden
by the Committee, then the Participant's existing Cash Accounts shall be deemed
to be reallocated as of the next Designation Date (or as soon thereafter as
administratively practicable) among the designated investment funds according to
the percentages specified in such investment direction. Unless otherwise changed
by the Committee, an investment direction shall remain in effect until the
Participant's Cash Accounts are distributed or forfeited in their entirety, or
until a subsequent investment direction is received and accepted by the
Investment Agent.

                  (e)      If the Investment Agent receives an initial or
subsequent investment direction with respect to Cash Accounts which it deems to
be incomplete, unclear or improper, or which is unacceptable for some other
reason (determined in the sole and absolute discretion of the Investment Agent),
the Participant's investment direction for such Cash Accounts then in effect
shall remain in effect (or, in the case of a deficiency in an initial investment
direction, the Participant shall be deemed to have filed no investment
direction) until the Participant files an investment direction for such Cash
Accounts acceptable to the Investment Agent.

                  (f)      If the Investment Agent does not possess valid
investment directions covering the full balance of a Participant's Cash Accounts
and/or subsequent contributions thereto (including, without limitation,
situations in which no investment direction has been filed, situations in which
the investment direction is not acceptable to the Investment Agent under Section
5.1(d) above, or situations in which some or all of the Participant's designated
investments are no longer permissible Plan investments), the Participant shall
be deemed to have directed that the undesignated portion of the Cash Accounts be
invested in a money-market fund or similar short-term investment fund.

                                       10
<PAGE>

                  (g)      None of the Company, its Directors and employees, or
the Trustee shall have any liability whatsoever for the investment of a
Participant's Cash Accounts, or for the investment performance of a
Participant's Cash Accounts. Each Participant hereunder, as a condition to his
or her participation hereunder, agrees to indemnify and hold harmless the
Company, its Directors and employees (including, without limitation, each member
of the MDCC and each member of the Committee), and the Trustee, and their agents
and representatives, from any losses or damages of any kind (including, without
limitation, lost opportunity costs) relating to the investment of a
Participant's Cash Accounts. The Investment Agent shall have no liability
whatsoever for the investment of a Participant's Cash Accounts, or for the
investment performance of a Participant's Cash Accounts, other than as a result
of the failure to follow a valid and effective investment direction. Each
Participant hereunder, as a condition to his or her participation hereunder,
agrees to indemnify and hold harmless the Investment Agent, and its agents and
representatives, from any losses or damages of any kind (including, without
limitation, lost opportunity costs) relating to the investment of a
Participant's Cash Accounts, other than as a result of the failure to follow a
valid and effective investment direction.

                  (h)      The Participant's Company Contribution Account and
Compensation Deferral Account for each Plan Year shall be treated for purposes
of this Section 5.1 as separate Cash Accounts for that Plan Year. However, a
Participant may only provide investment directions with respect to all of his or
her Cash Accounts.

                  (i)      Each reference in this Section to a Participant shall
be deemed to include, where applicable, a reference to his or her Beneficiary or
Beneficiaries.

         5.2      Maintenance of Stock Account. A Participant's Stock Account
shall only hold the number of shares of Common Stock credited thereto. In the
event that the Company pays a dividend or makes another distribution with
respect to the Common Stock, then a Participant's Stock Account shall be
credited with the number of shares of Common Stock with a fair market value at
such time equal to the amount of the dividend or other distribution made by the
Company, which the Participant would have received had he or she directly held
the number of shares credited to his or her Stock Account at the time of such
dividend or other distribution.

         5.3      Accounting for Distributions. Distributions from one of a
Participant's Cash Accounts shall be made in cash to the Participant or his or
her Beneficiary and shall be charged to the Cash Account(s) from which it is
made. Distributions from the Stock Account shall be made in shares of Common
Stock (except for distributions of fractional shares held in such Stock Account,
which may be paid in cash) to the Participant or his or her Beneficiary and
shall be charged against such Participant's Stock Account.

         5.4      Expenses and Taxes. Expenses, including Trustee and Investment
Agent fees, associated with the administration or operation of the Plan, shall
be paid by the Company from its general assets and not (subject to Sections 6.2
and 13.6) from Plan Accounts. Any taxes allocable to a Trust maintained under
the Plan which are payable prior to the distribution of the amounts held by such
Trust shall be paid by the Company; provided, however, any taxes payable with
respect to a Trust because all or a portion of such Trust has been
constructively received by the Participant (or his or her Beneficiary) for whose
benefit such Trust is maintained, or for other

                                       11
<PAGE>

similar reasons, shall be the sole responsibility of the Participant (or his or
her Beneficiary) for whose benefit such Trust is maintained. The Company shall
withhold employment or other taxes on contributions to the Plan to the extent
required by law, without obligation to contribute additional amounts to the Plan
to alleviate the effect of any such withholding. Taxes owed on distribution
shall be the sole responsibility of the Participant or Beneficiary to whom such
distribution is made.

                                    ARTICLE 6
                                    THE TRUST

         6.1      Establishment of Trust. The Company shall establish a Trust
(or several Trusts) with a qualified trustee or trustees pursuant to such terms
and conditions as are set forth in the trust agreement to be entered into
between the Company and such trustee(s). The Company shall deposit to the Trust
all Compensation Deferrals, Company Contributions and Stock Deferrals, and shall
credit to the Trust any cash deemed credited to the Compensation Deferral
Account and Company Contribution Account, and any shares of Common Stock deemed
credited to the Stock Account, of a Participant.

         6.2      Trust to Be Unfunded. Any amounts held in the Trust
established under this Section shall be the sole property of the Company and
will not be held as collateral security for fulfillment of the Company's
obligation under the Plan. The Trust shall be intended to be treated as a
"grantor trust" under the Code and the establishment of the Trust or the
utilization of the Trust for Plan benefits, as applicable, shall not be intended
to cause any Participant to realize current income on amounts contributed
thereto, and the Trust shall be so interpreted. Any such funds will be subject
to the claims of all bankruptcy or insolvency creditors of the Company as
provided in the Trust agreement. Notwithstanding any other provision of this
Plan, any and all references herein to Accounts or subaccounts, the earnings
thereon, or amounts credited to Participants, shall refer solely to hypothetical
book-keeping entries and shall not create in any Participant a right in any of
the assets held by the Company of the Trust. No Participant or Beneficiary will
have any vested interest or secured or preferred position with respect to such
funds or have any claims against the Company hereunder except as a general
creditor.

                                    ARTICLE 7
                             ENTITLEMENT TO BENEFITS

         7.1      Fixed Payment Dates; Severance. At the time the Participant
completes his or her Participant Enrollment and Election Form attributable to
the Compensation Deferrals, Restricted Stock Unit Awards and/or Company
Contributions for each Plan Year, he or she may select one Commencement Date for
the payment of amounts credited to his or her Compensation Deferral Account, one
Commencement Date for amounts credited to his or her Stock Account, and one
Commencement Date for vested amounts credited to his or her Company Contribution
Account for such year's Plan Year Deferrals. The Committee may, in its sole
discretion, limit Participants' ability to select a fixed date as the
Commencement Date to one or more dates during each Plan Year (e.g. the first day
of each quarter) so designated by the Committee.

                                       12
<PAGE>

                  (a)      Each such Commencement Date occurring before the
Participant's Severance or Death may be postponed to a later date so long as
elections to so postpone the date(s) are filed by the Participant at least six
months prior to the date(s) on which the distribution would otherwise be made.

                           (i)      Such Commencement Date(s) may not be
accelerated except to the extent expressly provided in this Article 7.

                           (ii)     Any Commencement Date elected by a
Participant (including a Commencement Date which is an extension of a
previously-elected Commencement Date) must be an event (Retirement, Death or
Disability) or a fixed date no earlier than the January 1 of the second calendar
year after the calendar year for which the election is effective.

                  (b)      Amounts credited to a Participant's Compensation
Deferral Account for each Plan Year Deferral shall be accounted for separately,
and deemed investment earnings and losses shall be allocated to the portion of
the Participant's Compensation Deferral Account allocated to each Plan Year
Deferral in accordance with Section 5.1, provided that, at the discretion of the
Investment Agent, one or more Plan Year Deferrals for which the Participant has
made identical Commencement Date and manner of payment elections may be combined
into a single Compensation Deferral Account.

                  (c)      If the Commencement Date elected by the Participant
with respect to his or her Company Contribution Account is a fixed date, it may
not be earlier than the date on which all amounts credited to such Company
Contribution Account on the date the Participant files the election will be
vested. If some amounts in the Participant's Company Contribution Account are
not yet vested on the Participant's elected Commencement Date (as extended under
Subsection (a), if applicable), all distributions from the Company Contribution
Account will be delayed until the Participant's Severance, Retirement, Death or
Disability. Distributions may also be withheld in accordance with Section
4.4(d).

                  (d)      Notwithstanding any election by the Participant to
the contrary, the Commencement Date with respect to a Participant's vested
benefits shall automatically become the date of the Participant's Severance
(regardless of whether such Severance is voluntary or involuntary) or Death if
such an event occurs sooner than the Commencement Date elected by the
Participant.

                  (e)      The Participant may elect when completing his or her
Participant Enrollment and Election form to have the Commencement Date become
the date of his or her Retirement and/or the date of his or her Disability if
such an event occurs sooner than the fixed date Commencement Date otherwise
elected by the Participant.

         7.2      Hardship Distributions. In the event of financial hardship of
the Participant, as hereinafter defined, the Participant may apply to the
Company for the distribution of all or any part of his or her vested Account.
The Committee shall consider the circumstances of each such case, and the best
interests of the Participant and his or her family, and shall have the right, in
its sole and absolute discretion, to allow such distribution, to direct a
distribution of part of the amount requested, or to refuse to allow any
distribution. In no event shall the aggregate amount

                                       13
<PAGE>

of the distribution exceed the lesser of the full value of the Participant's
vested Account or the amount determined by the Committee to be necessary to
alleviate the Participant's financial hardship (which financial hardship may be
considered to include any taxes due because of the distribution occurring
because of this Section), and which is not reasonably available from other
resources of the Participant. "Financial hardship" means a severe financial
hardship to the Participant resulting from (a) a sudden and unexpected illness
or accident of the Participant or of a dependent (as defined in Section 152(a)
of the Code) of the Participant, (b) loss of the Participant's property due to
casualty, or (c) other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant, each as
determined to exist by the Committee.

         7.3      Immediate Distributions. A Participant shall have the option
to request a full or partial distribution of his or her vested Cash Accounts
subject to the approval of the Committee in its sole and absolute discretion.
Any amount paid pursuant to this Section shall be subject to a 10% penalty, with
the amount of the penalty permanently forfeited from the Participant's Cash
Accounts and returned to the Company, free of any claim by or through the
Participant, at the time of the distribution.

         7.4      Special Rule Regarding Deductibility. Notwithstanding any
contrary Plan provision, any payment scheduled for a particular Plan Year shall
not be made in such Plan Year to the extent necessary to enable the Company to
avoid exceeding the deductibility limitations of Section 162(m) of the Code.
(For this purpose, deductibility shall be determined taking into account all
compensation required to be taken into account in accordance with Section 162(m)
and any regulations issued thereunder, not merely the amount of the payment from
the Plan). If, pursuant to the foregoing sentences, any amounts are not paid
when originally scheduled, such amounts shall be paid in the first subsequent
taxable year in which such payments will be deductible under Section 162(m) of
the Code. During any such delay in payment, unpaid amounts shall continue to be
credited (or debited) with deemed investment income, gains and losses to the
extent provided under Articles 4 and 5. Notwithstanding the foregoing,
distribution of a Participant's Account shall be made without regard to the
deductibility limitation of Section 162(m) of the Code if the time for
distribution is accelerated pursuant to Section 8.6 or Section 12.5.

                                    ARTICLE 8
                            DISTRIBUTION OF BENEFITS

         8.1      Amount. A Participant (or his or her Beneficiary) who is
entitled to receive (or commence receiving) a distribution with respect to a
Plan Year Deferral shall be entitled to receive a distribution or distributions
in an aggregate amount equal to the Participant's vested Account for such Plan
Year Deferral, or the portion thereof determined pursuant to the Participant's
election under Section 7.1, Section 7.2 or Section 7.3, as applicable.

         8.2      Timing and Manner of Payment. Payment shall occur or commence
as soon as administratively feasible following the Commencement Date or at such
other time determined under Article 7. If the Participant elects to receive
benefits in a single lump sum, it shall be paid on the Commencement Date (or as
soon as administratively feasible thereafter). If the

                                       14
<PAGE>

Participant elects to receive benefits in the form of installments, the first
installment payment will be paid on the Commencement Date (or as soon as
administratively feasible thereafter) and subsequent payments shall be made on
the first business day after January 1st of each successive Plan Year (or as
soon as administratively feasible thereafter) until all benefits have been paid.
Notwithstanding the foregoing, if payments hereunder are to be made in annual
installments as elected by the Participant and, at any point either prior to or
after commencement of installment payments, each installment is estimated to
amount to $1,000 or less by the Committee in its sole and absolute discretion,
the Committee may direct the Plan to pay the entire vested Account to the
Participant (or his or her Beneficiary) in a lump sum at any time after its
determination that this sentence applies.

                  (a)      Distributions from a Participant's Cash Accounts
shall be made in cash. Distributions from a Participant's Stock Account shall be
made in shares of Common Stock (except for distributions of fractional shares
held in such Stock Account, which may be paid in cash). The Committee, in its
sole discretion, may designate any date (including the Commencement Date) within
ninety (90) days before or after the Commencement Date on which to value the
Participant's Compensation Deferral Account, Company Contribution Account, or
Stock Account, as applicable. Such valuation date shall be no more than ninety
(90) days preceding the date on which benefits are actually deducted from such
accounts and paid to the Participant.

                  (b)      A Participant may make an election regarding the
manner in which benefits are to be paid at the time that he or she completes a
Participant Enrollment and Election Form with respect to Compensation Deferrals,
Additional Shares Contributions, Stock Deferrals, or Company Contributions for
each Plan Year. For each Plan Year Deferral, Participants may elect payment in
the form of a lump sum or annual installment payments over a set period of years
(not to exceed 15 years). If the Participant elects to receive installment
payments, such election shall identify the period of years (not to exceed 15)
over which the Participant's benefits are to be paid. At any time no less than
12 months prior to the date that his or benefits become distributable, the
Participant may, by delivering written designation (on a form provided by the
Company) to the Company, change the manner of payment for such benefits for a
given Plan Year Deferral. The Participant's manner of payment for a given Plan
Year Deferral shall be determined by his or her most recent election with
respect to that Plan Year Deferral that has been on file with the Company for no
less than 12 months; provided that the Participant's original election with
respect to a Plan Year Deferral shall be effective until superceded by an
election that has been on file with the Company for no less than 12 months. If a
Participant fails to designate properly the manner of payment of his or her
benefit for any Plan Year Deferral, such payment will be in a lump sum.
Furthermore, notwithstanding the above, Hardship Distributions and Immediate
Distributions are payable only in the form of a lump sum.

                  (c)      If the whole or any part of a payment hereunder is to
be in installments, the total to be so paid shall continue to be deemed to be
invested pursuant to Articles 4 and 5 (as applicable) under such procedures as
the Committee may establish, in which case any deemed income, gain, loss or
expense or tax allocable thereto shall be reflected in the installment payments,
in such equitable manner as the Committee shall determine in accordance with
Article 5.

                                       15
<PAGE>

         8.3      Severance. In the event a Participant has experienced a
Severance for any reason, whether voluntary or involuntary, the vested balance
of such Participant's Account shall be distributed: (a) if the Participant has
elected a lump sum benefit, in a lump sum; (b) if the Participant has elected an
installment benefit of a term of five years or less, in accordance with such
election; or (c) if the Participant has elected an installment benefit of a term
of more than five years, in installments over five years; provided, however,
that the Committee may determine, in its sole and absolute discretion, to pay
such benefit in a lump sum.

         8.4      Death. In the event of the death of a Participant, regardless
of whether or not such Participant was in pay status at the time of his or her
death, his or her Beneficiary or Beneficiaries shall become entitled to receive
the Participant's remaining vested Account balance (if any), in accordance with
the terms of the Plan. The payment allocable to each such person shall be made
in a lump sum as soon as is administratively feasible after the Company is
notified and receives adequate documentation of the Participant's death.

         8.5      Retirement or Disability. If a Participant terminates
employment (or in the case of a Participant who is a Director, discontinues his
or her service as a Director) as a result of Retirement or Disability, the
vested balance of such Participant's Account shall be distributed (or commence
being distributed) as soon as administratively feasible in accordance with the
Participant's election (if any) in the manner provided in Section 8.2 and at the
time determined under Article 7.

         8.6      Changes In Law Affecting Taxability.

                  (a)      Operation. This Section shall become operative upon
the enactment of any change in applicable statutory law or the promulgation by
the Internal Revenue Service of a final regulation or other pronouncement having
the force of law, which statutory law, as changed, or final regulation or
pronouncement, as promulgated, would cause any Participant to include in his or
her federal gross income amounts accrued by the Participant under the Plan on a
date prior to the date on which such amounts are made available to him or her
hereunder (an "Early Taxation Event"). Additionally, in the event that the
operation of the severability provisions of Section 13.5 results in a change in
the Plan's terms such that a Participant would be required to include in his or
her federal gross income amounts accrued by the Participant under the Plan on a
date prior to the date on which such amounts are made available to him or her
hereunder, an Early Taxation Event shall be deemed to have occurred as a result
of such change.

                  (b)      Affected Right or Feature Nullified. Notwithstanding
any other Section of this Plan to the contrary (but subject to Subsection (c)
below), as of an Early Taxation Event, the feature or features of this Plan that
would cause the Early Taxation Event shall be null and void, to the extent, and
only to the extent, required to prevent the Participant from being required to
include in his or her federal gross income amounts accrued by the Participant
under the Plan prior to the date on which such amounts are made available to him
or her hereunder. If only a portion of a Participant's Account is impacted by
the event giving rise to the Early Taxation Event, then only such portion shall
be subject to this Section, with the remainder of the Account not so affected
being subject to the terms of the Plan as if this Section did not exist. If the
law, regulation or change in Plan terms only impacts Participants who have a
certain status with respect to the Company, then only such Participants shall be
subject to this Section.

                                       16
<PAGE>

                  (c)      Tax Distribution. If an Early Taxation Event is
earlier than the date on which the statute, regulation or pronouncement giving
rise to the Early Taxation Event is enacted or promulgated, as applicable (i.e.,
if the change in the law is retroactive) or if the Early Taxation Event cannot
reasonably be remedied pursuant to Subsection (b), there shall be distributed to
each Participant, as soon as practicable following such date of enactment or
promulgation, the amounts that became taxable on the Early Taxation Event.

                                    ARTICLE 9
                         BENEFICIARIES; PARTICIPANT DATA

         9.1      Designation of Beneficiaries.

                  (a)      Each Participant may designate from time to time any
person or persons (who may be named contingently or successively) to receive
such benefits as may be payable under the Plan upon or after the Participant's
death, and such designation may be changed from time to time by the Participant
by filing a new designation. Each designation will revoke all prior designations
by the same Participant once filed with the Company, shall be in a form
prescribed by the Committee, and will be effective only when filed in writing
with the Company during the Participant's lifetime.

                  (b)      In the absence of a valid Beneficiary designation, or
if, at the time any benefit payment is due to a Beneficiary, there is no living
Beneficiary validly named by the Participant, the Company shall direct
distribution of any such benefit payment to the Participant's spouse, if then
living, but otherwise to the Participant's then living descendants, if any, per
stirpes, but, if none, to the Participant's estate. In determining the existence
or identity of anyone entitled to a benefit payment, the Company may rely
conclusively upon information supplied by the Participant's personal
representative, executor or administrator. If a question arises as to the
existence or identity of anyone entitled to receive a benefit payment as
aforesaid, or if a dispute arises with respect to any such payment, then,
notwithstanding the foregoing, the Committee, in its sole and absolute
discretion, may direct the distribution of such payment to the Participant's
estate without liability for any tax or other consequences which might flow
therefrom, or may take such other action as it deems to be appropriate.

         9.2      Information to Be Furnished By Participants and Beneficiaries;
Inability to Locate Participants or Beneficiaries. Any communication, statement
or notice addressed to a Participant or to a Beneficiary at his or her last post
office address as shown on the Company's records shall be binding on the
Participant or Beneficiary for all purposes of the Plan. The Company shall not
be obliged to search for any Participant or Beneficiary beyond the sending of a
registered letter to such last known address. If the Company sends notice in
this fashion to any Participant or Beneficiary that he or she is entitled to an
amount under the Plan and the Participant or Beneficiary fails to claim such
amount or make his or her location known to the Company within three years
thereafter, then, except as otherwise required by law, the Company may, in
complete satisfaction of any claim by or through such Participant or
Beneficiary, direct distribution as if the Participant or Beneficiary had died
or, if the Company cannot locate the person or persons who is the proper payee
in the event of the Participant's or Beneficiary's death, may direct that the
amount payable shall be deemed to be a forfeiture. The dollar amount of any such
forfeiture,

                                       17
<PAGE>

unadjusted for deemed gains or losses in the interim, shall be paid by the
Company if a claim for the benefit subsequently is made by the Participant or
the Beneficiary to whom it was payable. If a benefit payable to an unlocated
Participant or Beneficiary is subject to escheat pursuant to applicable state
law, neither the Company nor the Trustee shall be liable to any person for any
payment made in accordance with such law.

                                   ARTICLE 10
                                 ADMINISTRATION

         10.1     Administrative Authority. The Committee shall administer the
Plan. Except as otherwise specifically provided herein, the Committee shall have
the sole responsibility for and the sole control of the operation and
administration of the Plan, and shall have the power, authority and discretion
to take all action and to make all decisions and interpretations which may be
necessary or appropriate in order to administer and operate the Plan, including,
without limiting the generality of the foregoing, the power, duty and
responsibility to:

                  (a)      Resolve and determine all disputes or questions
arising under the Plan, including without limitation determining the validity of
any claim for benefits, and to remedy any ambiguities, inconsistencies or
omissions in the Plan.

                  (b)      Adopt such rules of procedure and regulations as in
its opinion may be necessary for the proper and efficient administration of the
Plan and as are consistent with the Plan.

                  (c)      Implement the Plan in accordance with its terms and
the rules and regulations adopted as set forth above.

                  (d)      Make determinations with respect to the eligibility
of any person to be an Eligible Person or Participant and make determinations
concerning the crediting of Plan Accounts.

                  (e)      Appoint any persons or firms, or otherwise act to
secure specialized advice or assistance, as it deems necessary or desirable in
connection with the administration and operation of the Plan, and the Committee
shall be entitled to rely conclusively upon, and shall be fully protected in any
action or omission taken by it in good faith reliance upon, the advice or
opinion of such firms or persons.

                  (f)      The Committee shall have the power and authority to
delegate from time to time by written instrument all or any part of its duties,
powers or responsibilities under the Plan, both ministerial and discretionary,
as it deems appropriate, to any person or Committee, and in the same manner to
revoke any such delegation of duties, powers or responsibilities. Any action of
such person or Committee in the exercise of such delegated duties, powers or
responsibilities shall have the same force and effect for all purposes hereunder
as if such action had been taken by the Committee. Further, the Committee may
authorize one or more persons to execute any certificate or document on behalf
of the Company, in which event any person notified by the Committee of such
authorization shall be entitled to accept and conclusively rely upon any such
certificate or document executed by such person as representing action by the

                                       18
<PAGE>

Company until such notified person shall have been notified of the revocation of
such authority. Notwithstanding the foregoing, no person may have sole
discretionary authority over matters relating to his or her own Account.

         10.2     Uniformity of Discretionary Acts. Whenever in the
administration or operation of the Plan discretionary actions by the Committee
are required or permitted, the Committee shall endeavor to take such actions on
a consistent and uniform basis applied to all persons similarly situated, and no
such action shall be taken which shall discriminate in favor of any particular
person or group of persons.

         10.3     Litigation. Except as may be otherwise required by law, in any
action or judicial proceeding affecting the Plan, no Participant or Beneficiary
shall be entitled to any notice or service of process, and any final judgment
entered in such action shall be binding on all persons interested in, or
claiming under, the Plan.

         10.4     Conflict of Interest. No person with authority under the Plan
(including without limitation a member of the Committee) who is also an Eligible
Person or Participant shall participate in a decision on any matter relating
specifically to himself or herself. No Eligible Person or Participant may be the
sole member of the Committee.

         10.5     Multiple Capacities. Any person or group of persons may serve
in more than one capacity with respect to the Plan's administration and without
regard to whether such person or persons are officers, directors, employees,
agents, or other representatives of the Company, the Trustee, or any person
having an interest under the Plan.

         10.6     Liability. The Company, the Trustee and any persons to whom
responsibilities have been delegated in connection with the administration of
the Plan shall not be liable to any person for any act or failure to act except
to the extent, and only to the extent, that liability is required by law. No
person (except for the Trustee, to the extent provided in the applicable Trust
agreement) shall be deemed to be a fiduciary with respect to the Plan. The
Company, from its own funds, may indemnify any person for liabilities incurred
by him or her in connection with the Plan.

         10.7     Claims Procedure.

                  (a)      The Committee shall establish procedures for
reviewing claims for benefits under the Plan. Such procedures shall be
administered so as to comply with regulations issued by the Department of Labor
to the extent that such regulations are applicable to the particular claim at
issue. Any Claimant shall have the right to be represented by another person in
connection with his or her benefit claim, provided that the Committee is
provided with satisfactory evidence that the representative has been authorized
to act on behalf of the Claimant. The Committee and its authorized designees
have the authority and discretion to administer and interpret the Plan and to
decide claims for benefits, and their decisions are binding on all parties to
the maximum extent permitted by law.

                  (b)      A Claimant shall present the claim, in writing, to
the Committee, and the Committee shall respond in writing. If the claim is
denied, the written notice of denial shall, in a manner calculated to be
understood by the Claimant:

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<PAGE>

                           (i)      State the specific reason or reasons for the
denial, with specific references to the Plan provisions on which the denial is
based;

                           (ii)     Describe any additional material or
information necessary for the Claimant to perfect his or her claim and explain
why such material or information is necessary;

                           (iii)    Explain the Plan's claims review procedure;
and

                           (iv)     State that the Claimant has a right to file
suit under Section 502(a) of ERISA if the claim is denied on appeal.

                  (c)      The written notice denying or granting the Claimant's
claim shall be provided to the Claimant within 90 days after the Committee's
receipt of the claim, unless special circumstances require an extension of time
for processing the claim. If such an extension is required, written notice of
the extension shall be furnished by the Committee to the Claimant within the
initial 90-day period and in no event shall such an extension exceed a period of
90 days from the end of the initial 90-day period. Any extension notice shall
indicate the special circumstances requiring the extension and the date on which
the Committee expects to render a decision on the claim. Any claim not granted
or denied within the period noted above (including applicable extensions) shall
be deemed to have been denied.

                  (d)      Any Claimant whose claim is denied or deemed to have
been denied may, within 60 days after the Claimant's receipt of notice of the
denial (or after the date of the deemed denial, if applicable), request a review
of the denial by notice given, in writing, to the Committee. Upon such a request
for review, the claim shall be reviewed by the Committee, which may, but shall
not be required to, grant the Claimant a hearing. In connection with the review,
the Claimant may have representation, may examine and receive copies (free of
charge) of pertinent documents, and may submit issues and comments in writing.

                  (e)      The decision on review normally shall be made and
communicated to the Claimant in writing within 60 days of the Committee's
receipt of the request for review. If an extension of time is required due to
special circumstances, the Claimant shall be notified, in writing, by the
Committee, and the time limit for the decision on review shall be extended to up
to 120 days. The written decision on review shall, in a manner calculated to be
understood by the Claimant:

                           (i)      State the reasons for the decision;

                           (ii)     Cite pertinent Plan provisions;

                           (iii)    Inform the Claimant that he or she is
entitled, upon request and free of charge, reasonably to review and receive
copies of relevant documents, and

                           (iv)     Inform the Claimant of his or her right to
bring suit under Section 502(a) of ERISA now that his or her claim has been
denied on appeal.

         If the decision on review is not communicated to the Claimant within
the 60-day (or, if applicable, the 120-day) period discussed above, the claim
shall be deemed to have been denied

                                       20
<PAGE>

upon review. All decisions on review shall be final and binding with respect to
all concerned parties.

         No person shall be entitled to file suit for benefits under this Plan
until he or she has exhausted all of the administrative remedies set forth in
this Section.

                                   ARTICLE 11
                                    AMENDMENT

         11.1     Right to Amend. The MDCC shall have the right to amend the
Plan, at any time and with respect to any provisions hereof, and all parties
hereto or claiming any interest hereunder shall be bound by such amendment;
provided, however, that no such amendment shall deprive a Participant or a
Beneficiary of a right accrued hereunder prior to the date of the amendment.

         11.2     Amendments to Ensure Proper Characterization of Plan.
Notwithstanding the provisions of Section 11.1, the Plan may be amended by the
MDCC, at any time, retroactively if required, if found necessary, in the opinion
of the Company, in order to ensure that the Plan is characterized as a "top-hat"
plan of deferred compensation maintained for a select group of management or
highly compensated employees as described under Sections 201(2), 301(a)(3), and
401(a)(1) of ERISA, and to conform the Plan to the provisions and requirements
of any applicable law (including ERISA and the Code). No such amendment shall be
considered prejudicial to any interest of a Participant or a Beneficiary
hereunder.

                                   ARTICLE 12
                                   TERMINATION

         12.1     Employer's Right to Terminate or Suspend Plan. The MDCC
reserves the right to terminate the Plan and/or its obligation to make further
credits to Plan Accounts. The MDCC also reserves the right to suspend the
operation of the Plan for a fixed or indeterminate period of time.

         12.2     Automatic Termination of Plan. The Plan automatically shall
terminate upon a Change in Control, unless the successor employer adopts the
Plan with the approval of the MDCC prior to the Change in Control.

         12.3     Successor to Employer. Any corporation or other business
organization which is a successor to the Company by reason of a consolidation,
merger or purchase of substantially all of the assets of the Company shall have
the right to become a party to the Plan by adopting the same by resolution of
the entity's Board of directors or other appropriate governing body, subject to
Section 12.2. If, within 90 days from the effective date of such consolidation,
merger or sale of assets, such new entity does not become a party hereto, as
above provided, the Plan will terminate automatically if it has not already done
so.

         12.4     Suspension of Deferrals. In the event of a suspension of the
Plan, the Company shall continue all aspects of the Plan, other than the making
of additional contributions to the

                                       21
<PAGE>

Plan, during the period of the suspension. Payments hereunder will be made or
continue to be made (as applicable) during the period of the suspension in
accordance with Article 7 and Article 8.

         12.5     Allocation and Distribution. This Section shall become
operative on a complete termination of the Plan. The provisions of this Section
also shall become operative in the event of a partial termination of the Plan,
as determined by the MDCC, but only with respect to that portion of the Plan
attributable to the Participants to whom the partial termination is applicable.
Upon the effective date of any such event, notwithstanding any other provisions
of the Plan, no persons who were not theretofore Participants shall be eligible
to become Participants, and the value of the interest of all Participants and
Beneficiaries shall be determined and paid to them as soon as is practicable
after such termination. The MDCC, in its sole and absolute discretion, may
provide that crediting of deemed investment gains and losses will cease as of a
certain date, which may be the date of termination or another date selected by
the MDCC in its discretion.

                                   ARTICLE 13
                                  MISCELLANEOUS

         13.1     Withholding Taxes. The Company shall be entitled to deduct
from any payment under the Plan, regardless of the form of such payment, the
amount of all applicable income and employment taxes, if any, required by law to
be withheld with respect to such payment or may require the Participant to pay
to it such tax prior to and as a condition of the making of such payment.

         13.2     No Guarantee of Tax Consequences. No person connected with the
Plan in any capacity, including, but not limited to, the Company and its
directors, officers, agents and employees, makes any representation, commitment,
or guarantee that any tax treatment, including, but not limited to, Federal,
state and local income, estate and gift tax treatment, will be applicable to any
amounts deferred under the Plan, or paid to or for the benefit of a Participant
or Beneficiary under the Plan, or that such tax treatment will apply to or be
available to a Participant or Beneficiary on account of participation in the
Plan.

         13.3     Limitations on Liability of Employer. Neither the
establishment of the Plan nor any modification thereof, nor the creation of any
account under the Plan, nor the payment of any benefits under the Plan shall be
construed as giving to any Participant or other person any legal or equitable
right against the Company, or any officer or employer thereof except as provided
by law or by any Plan provision. No person (including the Company and the
Trustee) in any way guarantees any Participant's Account from loss or
depreciation, whether caused by poor investment performance of a deemed
investment or the inability to realize upon an investment due to an insolvency
affecting an investment vehicle or any other reason. In no event shall the
Company, the Trustee or any successor, employee, officer, director or
stockholder of the Company, be liable to any person on account of any claim
arising by reason of the provisions of the Plan or of any instrument or
instruments implementing its provisions (except that the Company shall make
benefit payments in accordance with the terms of the Plan), or for the failure
of any Participant, Beneficiary or other person to be entitled to any particular
tax consequences with respect to the Plan, or any credit or distribution
hereunder.

                                       22
<PAGE>

         13.4     No Right to Continued Employment or Service. Participation in
the Plan shall not give any Participant the right to remain in the employment or
service of the Company. The Company reserves the right to terminate the
employment or service of a Participant at any time.

         13.5     Construction. If any provision of the Plan is held to be
illegal or void, such illegality or invalidity shall not affect the remaining
provisions of the Plan, but shall be fully severable, and the Plan shall be
construed and enforced as if said illegal or invalid provision had never been
inserted herein. For all purposes of the Plan, where the context admits, the
singular shall include the plural, and the plural shall include the singular.
Headings of Articles and Sections herein are inserted only for convenience of
reference and are not to be considered in the construction of the Plan.

         13.6     Funding. The Plan is intended to be and at all times shall be
interpreted and administered so as to qualify as an unfunded deferred
compensation plan, and no provision of the Plan shall be interpreted so as to
give any individual any right in any assets of the Company which right is
greater than the rights of a general unsecured creditor of the Company.

         13.7     Spendthrift Provision.

                  (a)      No amount payable to a Participant or a Beneficiary
under the Plan will, except as otherwise specifically provided by law, be
subject in any manner to anticipation, alienation, attachment, garnishment,
sale, transfer, assignment (either at law or in equity), levy, execution,
pledge, encumbrance, charge or any other legal or equitable process, and any
attempt to do so will be void; nor will any benefit be in any manner liable for
or subject to the debts, contracts, liabilities, engagements or torts of the
person entitled thereto. However, (i) the withholding of taxes from Plan benefit
payments, (ii) the recovery under the Plan of overpayments of benefits
previously made to a Participant or Beneficiary, (iii) if applicable, the
transfer of benefit rights from the Plan to another plan, or (iv) the direct
deposit of benefit payments to an account in a banking institution (if not
actually part of an arrangement constituting an assignment or alienation) shall
not be construed as an assignment or alienation.

                  (b)      In the event that any Participant's or Beneficiary's
benefits hereunder are garnished or attached by order of any court, the Company
or Trustee may bring an action or a declaratory judgment in a court of competent
jurisdiction to determine the proper recipient of the benefits to be paid under
the Plan. During the pendency of said action, any benefits that become payable
shall be held as credits to the Participant's or Beneficiary's Account or, if
the Company or Trustee prefers, paid into the court as they become payable, to
be distributed by the court to the recipient as the court deems proper at the
close of said action.

                  (c)      If any benefits become payable to a minor or a person
under any legal or other disability or incapacity, the Company may direct
distribution either: (1) directly to the person entitled thereto; or (2) to his
or her legal guardian, committee, or other conservator of his or her person or
property; or (3) to a third person or persons for his or her benefit.

         13.8     Other Plans and Agreements. Nothing in this Plan gives any
person rights to compensation to which he or she would not otherwise be
entitled, nor does any provision of this Plan expand or otherwise alter a
Participant's rights under any other plan or agreement.

                                       23
<PAGE>

         13.9     Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of California, except as superseded by
applicable federal law.

                                    * * * * *

                                       24