exhibit10iidcpi.htm


    
      

    

    
      

    


    Exhibit
10.2

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    

     

    


    ADM

    DEFERRED
COMPENSATION PLAN

    FOR

    SELECTED
MANAGEMENT EMPLOYEES I

    


    


    (As
Amended Through January 1, 2009)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
 

    
      
        
          	 	Page
	
                  ARTICLE
      I  INTRODUCTION

                	
                  1

                
	 
      	
                  1.1

                	
                  Plan;
      Purpose 

                	
                  1

                
	 
      	
                  1.2

                	
                  Non-Qualified
      “Top-Hat” Plan

                	
                  1

                
	 
      	
                  1.3

                	
                  Plan
      Document

                	
                  1

                
	 
      	
                  1.4

                	
                  Effective
      Date of Document

                	
                  1

                
	 
      	
                  1.5

                	
                  The
      American Jobs Creation Act of 2004: Plan Freeze

                	 
      
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      II  DEFINITIONS

                	
                  1

                
	 
      	
                  2.1

                	
                  Definintions

                	
                  1

                
	 
      	
                  2.2

                	
                  Choice
      of Law

                	
                  5

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      III  PARTICIPATIO

                	
                  5

                
	 
      	
                  3.1

                	
                  Participation

                	
                  5

                
	 
      	
                  3.2

                	
                  Elective
      Deferral Credits

                	
                  5

                
	 
      	
                  3.3

                	
                  Company
      Matching Credits

                	
                  6

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      IV  ACCOUNTS

                	
                  7

                
	 
      	
                  4.1

                	
                  Accounts

                	
                  7

                
	 
      	
                  4.2

                	
                  Valuation
      of Accounts

                	
                  7

                
	 
      	
                  4.3

                	
                  Earnings
      Credits

                	
                  8

                
	 
      	
                  4.4

                	
                  Statements

                	
                  8

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      V  VESTING

                	
                  8

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      VI  WITHDRAWALS WHILE EMPLOYED

                	
                  9

                
	 
      	
                  6.1

                	
                  Scheduled
      Withdrawals

                	
                  9

                
	 
      	
                  6.2

                	
                  Unscheduled
      Withdrawals

                	
                  9

                
	 
      	
                  6.3

                	
                  Financial
      Hardship

                	
                  10

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      VII  DISTRIBUTIONS AFTER TERMINATION

                	
                  10

                
	 
      	
                  7.1

                	
                  Benefit
      on Termination of Employment

                	
                  10

                
	 
      	
                  7.2

                	
                  Time
      and Form of Distribution

                	
                  10

                
	 
      	
                  7.3

                	
                  Cash-Out
      of Small Accounts

                	
                  11

                
	 
      	
                  7.4

                	
                  Valuation
      of Accounts Following Termination of Employment

                	
                  11

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      VIII  DISTRIBUTIONS AFTER DEATH

                	
                  11

                
	 
      	
                  8.1

                	
                  Survivor
      Benefits

                	
                  11

                
	 
      	
                  8.2

                	
                  Beneficiary
      Designation

                	
                  12

                
	 
      	
                  8.3

                	
                  Successor
      Beneficiary

                	
                  13

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      IX  CONTRACTUAL OBLIGATIONS AND FUNDING

                	
                  13

                
	 
      	
                  9.1

                	
                  Contractual
      Obligations

                	
                  13

                
	 
      	
                  9.2

                	
                  Obligations
      Upon Occurrence of a Funding Event

                	
                  13

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      X  AMENDMENT AND TERMINATION OF PLAN

                	
                  14

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      XI  ADMINISTRATION/CLAIMS PROCEDURES

                	
                  14

                
	 
      	
                  11.1

                	
                  Administration

                	
                  14

                
	 
      	
                  11.2

                	
                  Claims
      Procedure

                	
                  15

                
	 
      	
                  11.3

                	
                  Indemnification

                	
                  16

                
	 
      	
                  11.4

                	
                  Exercise
      of Authority

                	
                  16

                
	 
      	
                  11.5

                	
                  Telephonic
      or Electronic Notices and Transactions

                	
                  16

                
	 
      	 
      	 
      	 
      
	
                  ARTICLE
      XII  MISCELLANEOUS

                	
                  16

                
	 
      	
                  12.1

                	
                  Nonassignability

                	
                  16

                
	 
      	
                  12.2

                	
                  Withholding

                	
                  16

                
	 
      	
                  12.3

                	
                  Successors
      of the Company

                	
                  16

                
	 
      	
                  12.4

                	
                  Employment
      Not Guaranteed

                	
                  16

                
	 
      	
                  12.5

                	
                  Gender,
      Singular and Plural

                	
                  16

                
	 
      	
                  12.6

                	
                  Captions

                	
                  16

                
	 
      	
                  12.7

                	
                  Validity

                	
                  17

                
	 
      	
                  12.8

                	
                  Waiver
      of Breach

                	
                  17

                
	 
      	
                  12.9

                	
                  Notice

                	
                  17

                
	 
      	 
      	 
      	 
      


        

      



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ADM

    DEFERRED
COMPENSATION PLAN

    FOR

    SELECTED
MANAGEMENT EMPLOYEES I

    


    ARTICLE I

    


    INTRODUCTION

    


    
      	
              1.1

            	
              Plan;
      Purpose.  The
      ADM DEFERRED COMPENSATION
      PLAN FOR SELECTED MANAGEMENT EMPLOYEES I is sponsored by the
      Company to attract high quality executives and to provide eligible
      executives with an opportunity to save on a pre-tax basis and accumulate
      tax-deferred earnings to achieve their financial
  goals.

            


    

    


    
      	
              1.2

            	
              Non-Qualified
      “Top-Hat” Plan. The Plan is a
      “top-hat” plan – that is, an unfunded plan maintained primarily for the
      purpose of providing deferred compensation for a select group of
      management or highly compensated employees within the meaning of ERISA §§
      201(2), 301(a)(3) and 401(a)(1), and therefore is exempt from Parts 2, 3
      and 4 of Title I of ERISA.

            


    

    


    
      	
              1.3

            	
              Plan
      Document. The
      Plan document consists of this document, any appendix to this document and
      any document that is expressly incorporated by reference into this
      document.

            


    

    


    
      	
              1.4

            	
              Effective
      Date of Document.  The Plan (as
      stated in this document) is effective September 1,
  2001.

            


    

    


    
      	
              1.5

            	
              The
      American Jobs Creation Act of 2004; Plan Freeze.

            


    

    


    
      	
              1.5.1

            	
              The Jobs Creation
      Act.  The American Jobs Creation Act of 2004 (the “Jobs
      Act”) changed the income inclusion rules applicable to nonqualified
      deferred compensation plans.  In response to the Jobs Act, the
      Plan is amended to freeze participation and future deferrals, with all
      deferrals after December 31, 2004, to be under the ADM Deferred
      Compensation Plan for Selected Management Employees II (the “Successor
      Plan”).  The Company intends that the Accounts remaining under
      this Plan and attributable to deferrals on and prior to December 31, 2004,
      will qualify for “grandfathered” treatment under Code §
    409A.

            


    

    


    
      	
              1.5.2

            	
              Freeze.  Any
      contrary provision of this document notwithstanding, there will be no
      Active Participants under this Plan, and no deferrals or credits (other
      than Earnings Credits) will be added to any Participant’s Account, after
      December 31, 2004, unless earned and vested by that date as determined
      under Code § 409A (deferrals and credits earned or vested after December
      31, 2004, will be governed by the Successor
  Plan).

            


    

    


    
      	
               
      

            	
              All
      other provisions of this document will remain effect and will govern
      Participant rights and obligations after December 31,
  2004.

            


    

    


    


    


    ARTICLE II

    


    DEFINITIONS AND
CONSTRUCTION

    


    
      	
              2.1

            	
              Definitions.

            


    

    


    
      	
              2.1.1

            	
              “Account” means
      the account established for a Participant pursuant to Article
      IV.

            


    

    


    
      	
              2.1.2

            	
              “Administrator”
      means the Company.

            


    

    


    
      	
              2.1.3

            	
              “Affiliate”
      means any corporation that is a member of the same controlled group as the
      Company as defined in Code § 414(b) or any business entity that is
      under common control with the Company as defined in Code
      § 414(c).

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              2.1.4

            	
              “Annualized Base
      Salary” means an individual’s base salary from the Company and its
      Affiliates (excluding bonuses, incentive payments and other special
      compensation) expressed on an annual
basis.

            


    

    


    
      	
              2.1.5

            	
              “Beneficiary”
      means a person or persons designated as such pursuant to Sec.
      8.2

            


    

    


    
      	
              2.1.6

            	
              “Change in
      Control” means either:

            


    

    


    
      	
               
      

            	
              (a)

            	
              A
      person other than the Company or a subsidiary of the Company acquires
      beneficial ownership, directly or indirectly, of thirty-percent (30%) or
      more of the combined voting power of the Company’s then outstanding
      securities entitled to vote generally in the election of directors
      (“Voting Securities”), provided that the following will not constitute a
      Change in Control under this subsection
(a):

            


    

    


    
      
      

    

    
      	
               
      

            	
              (i)

            	
              Any
      acquisition directly from the
Company;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Any
      acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by the Company or one or more of its
    subsidiaries;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Any
      acquisition by any corporation with respect to which, immediately
      following such acquisition, more than 60% of, respectively, the then
      outstanding shares of common stock of such corporation and the combined
      voting power of the then outstanding voting securities of such corporation
      entitled to vote generally in the election of directors is then
      beneficially owned, directly or indirectly, by all or substantially all of
      the persons who were the beneficial owners, respectively, of the
      outstanding Company common stock and Voting Securities immediately prior
      to such acquisition in substantially the same proportions as their
      ownership, immediately prior to such acquisition, of the outstanding
      Company common stock and Voting Securities, as the case may
      be;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Approval
      by the stockholders of the Company of (i) the complete dissolution or
      liquidation of the Company, or (ii) the sale or other disposition of all
      or substantially all of the assets of the Company (in one or a series of
      transactions), other than to a corporation with respect to which,
      immediately following such sale or other disposition, more than 60% of,
      respectively, the then outstanding shares of common stock of such
      corporation and the combined voting power of the then outstanding voting
      securities of such corporation entitled to vote generally in the election
      of directors is then beneficially owned, directly or indirectly, by all or
      substantially all of the persons who were the beneficial owners,
      respectively, of the outstanding Company common stock and Voting
      Securities immediately prior to such sale or other disposition in
      substantially the same proportions as their ownership, immediately prior
      to such sale or other disposition, of the outstanding Company common stock
      and Voting Securities, as the case may
be;

            


    

    


    
      	
               
      

            	
              (c)

            	
              Approval
      by the stockholders of the Company of a reorganization, merger or
      consolidation of the Company (other than a merger or consolidation with a
      subsidiary of the Company) or a statutory exchange of outstanding Voting
      Securities of the Company, unless immediately following such
      reorganization, merger, consolidation or exchange, all or substantially
      all of the persons who were the beneficial owners, respectively, of the
      outstanding Company common stock and Voting Securities immediately prior
      to such reorganization, merger, consolidation or exchange beneficially
      own, directly or indirectly, more than 60% of, respectively, the then
      outstanding shares of common stock and the combined voting power of the
      then outstanding voting securities entitled to vote generally in the
      election of directors, as the case may be, of the corporation resulting
      from such reorganization, merger, consolidation or exchange in
      substantially the same proportions as their ownership, immediately prior
      to such reorganization, merger, consolidation or exchange, of the
      outstanding Company common stock and Voting Securities, as the case may
      be; or

            


    

    


    
      	
               
      

            	
              (d)

            	
              A
      majority of the members of the Board of Directors of the Company are not
      Continuing Directors.  For purposes of this subsection (d),
      “Continuing Directors” shall mean:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (i)

            	
              Individuals
      who, on the effective date of this Plan as provided in Section 1.4, are
      directors of the Company,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Individuals
      elected as directors of the Company subsequent to the effective date of
      this Plan for whose election proxies have been solicited by the Board of
      Directors of the Company, or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Any
      individual elected or appointed by the Board of Directors of the Company
      to fill a vacancy on the Board of Directors of the Company caused by death
      or resignation (but not by removal) or to fill a newly created
      directorship.

            


    

    


    For
purposes of this definition, a “person” means a person within the meaning of
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(“Exchange Act”), “beneficial ownership” means beneficial ownership within the
meaning of Rule 13d-3 under the Exchange Act, and “subsidiary” of the Company
means any entity of which securities or other ownership interests having general
voting power to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly owned by the
Company.

    


    
      	
              2.1.7

            	
              “Code” means the
      Internal Revenue Code of 1986, as
amended.

            


    

    


    
      	
              2.1.8

            	
              “Company” means
      Archer Daniels Midland Company and its successor and
    assigns.

            


    

    


    
      	
              2.1.9

            	
              “Company Match
      Credit” means the credit to the Account of a Participant pursuant
      to Section 3.3.

            


    

    


    
      	
              2.1.10

            	
              “Deferral Eligible
      Compensation” means an individual’s base salary from the Company
      and its Affiliates, plus any bonus, incentive, or other payments the
      Company determines in its sole discretion to be eligible for a deferral
      election under Sec. 3.2.

            


    

    


    
      	
              2.1.11

            	
              “Disability”
      means eligibility to receive benefits under the Company’s Long Term
      Disability Plan as in effect at the time of such
    Disability.

            


    

    


    
      	
              2.1.12

            	
              “Earnings
      Credit” means the gains and losses credited on the balance of an
      Account based on the choice made by the Participant (or Beneficiary after
      the death of the Participant) among the investment options made available
      by the Administrator.

            


    

    


    
      	
              2.1.13

            	
              “Eligible
      Executive” means an executive of the Company or a Participating
      Affiliate:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Who
      is compensated on a salary basis;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Who
      is selected by the Company to be eligible to participate in the Plan;
      and

            


    

    


    
      	
               
      

            	
              (c)

            	
              Whose
      Annualized Base Salary exceeds
$175,000.

            


    

    


    
      	
              2.1.14

            	
              “ERISA” means
      the Employee Retirement Income Security Act of 1974, as
      amended.

            


    

    


    
      	
              2.1.15

            	
              “Financial
      Hardship” means a sudden and unexpected illness or accident of the
      Participant or his/her dependent’s (as defined in Code § 152(a)), property
      casualty loss to the Participant, or other similar extraordinary and
      unforeseeable circumstances of the Participant arising as a result of
      events beyond the control of the Participant, which is not covered by
      insurance and may not be relieved by the liquidation of other assets
      provided that such liquidation would not cause a Financial Hardship, and
      which is determined to qualify as a Financial Hardship by the
      Administrator.

            


    

    


    Cash
needs arising from foreseeable events such as the purchase of a residence or
education expenses for children will not, alone, be considered a Financial
Hardship.

    


    
      	
              2.1.16

            	
              “Financial Hardship
      Withdrawal” means the distribution elected by the Participant
      pursuant to Section 6.3.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              2.1.17

            	
              “Funding Event”
      means a Change in Control or a Potential Change in
  Control.

            


    

    


    
      	
              2.1.18

            	
              “Participant”
      means an executive who is enrolled in the Plan, or a current or former
      executive who is not enrolled but who has a balance remaining in his/her
      Account under the Plan.  “Active
      Participant” means an executive who is enrolled in the
      Plan.

            


    

    


    
      	
              2.1.19

            	
              “Participating
      Affiliate” means any Affiliate (while it is such) which employs one
      or more Eligible Executives.

            


    

    


    
      	
              2.1.20

            	
              “Plan Year”
      means the calendar year, except that the first Plan Year will begin
      September 1, 2001 and end December 31,
2001.

            


    

    


    
      	
              2.1.21

            	
              “Potential Change in
      Control” means any of the
following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      commencement by any person of a tender or exchange offer or a proxy
      contest that would ultimately result in a Change in Control described in
      Sections 2.1.6(a) or (d).

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      execution of a letter of intent, agreement in principle or definitive
      agreement by the Company that would ultimately result in a Change in
      Control.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      public announcement by any person of such person’s intent to take or
      consider taking actions which, if consummated, would result in a Change in
      Control.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      adoption by the Board of Directors of the Company of a resolution to the
      effect that a Change in Control is imminent for purposes of this
      Plan.

            


    

    


    If
1/3rd of the
Participants, separately or together, provide a written statement to the Company
that, in their good faith opinion, a Potential Change in Control has occurred,
then a Potential Change in Control will be deemed to have occurred for purposes
of this Plan unless the Company, within ten business days after such statement
has been received from the Participants provides the Participants with an
opinion of a nationally or regionally recognized law firm that a Potential
Change in Control has not occurred for purposes of the Plan.

    


    For
purposes of this definition, a “person” means a person within the meaning of
Sections 13(d) and 14(d) of the Exchange Act.

    


    
      	
              2.1.22

            	
              “Retirement”
      means Termination of Employment on or after the date on which the
      Participant:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Attains
      age sixty-five (65) (referred to as “Normal
      Retirement”); or

            


    

    


    
      	
               
      

            	
              (b)

            	
              Has
      both attained age fifty-five (55) and completed at least five (5) Years of
      Service (referred to as “Early
      Retirement”).

            


    

    


    
      	
              2.1.23

            	
              “Scheduled
      Withdrawal” means the distribution elected by the Participant
      pursuant to Section 6.1

            


    

    


    
      	
              2.1.24

            	
              “Spouse” means a
      person of the opposite sex to whom the Participant is legally married
      (including a common-law spouse in any state that recognizes common-law
      marriage).

            


    

    


    
      	
              2.1.25

            	
              “Termination of
      Employment” means resignation, discharge, retirement, death or the
      happening of any other event or circumstance that results in the severance
      of the employer-employee relationship with the Company and all
      Affiliates.  A Termination of Employment will not be deemed to
      have occurred upon the occurrence of a Disability until the Participant
      either:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Ceases
      to be eligible for benefits under the Company’s Long-Term Disability Plan
      (and assuming he/she does not then return to active employment with the
      Company or an Affiliate), except
that:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (1)

            	
              The
      Administrator may, in its sole discretion, deem a Termination of
      Employment for purposes of the Plan to have occurred prior to the above
      date and thus allow for the commencement of benefits to the Participant;
      or

            


    

    


    
      	
               
      

            	
              (2)

            	
              The
      Participant may elect to have a Disability constitute a Termination of
      Employment for purposes of the Plan provided that such election is
      received by the Administrator at least thirteen (13) months prior to the
      Disability.

            


    

    


    An
election under paragraph (2) must be made on such form, and in accordance with
such rules, as may be prescribed for this purpose by the
Administrator.

    


    
      	
               
      

            	
              (b)

            	
              Satisfies
      the requirements for Retirement.

            


    

    


    
      	
              2.1.26

            	
              “Trustee” means
      the trustee of the trust established pursuant to Section
    9.2.

            


    

    


    
      	
              2.1.27

            	
              “Unscheduled
      Withdrawal” means a distribution elected by the Participant
      pursuant to Section 6.2.

            


    

    


    
      	
              2.1.28

            	
              “Valuation Date”
      means  each day on which trading occurs on the New York Stock
      Exchange.

            


    

    


    
      	
              2.1.29

            	
              “Withdrawal
      Penalty” means the ten percent (10%) penalty deducted from an
      Account as a result of an Unscheduled Withdrawal, or as a result of a
      change in the form of distribution within thirteen (13) months prior to
      Termination of Employment.

            


    

    


    
      	
              2.1.30

            	
              “Years of
      Service” means the cumulative consecutive years of continuous
      full-time employment with the Company or an Affiliate (while it is such),
      beginning on the date the Participant first began service with the Company
      or an Affiliate (while it is such), and counting each anniversary
      thereof.

            


    

    


    
      	
              2.2

            	
              Choice
      of Law.  The
      Plan will be governed by the laws of the State of Illinois to the extent
      that such laws are not preempted by the laws of the United
      States.  All controversies, disputes, and claims arising
      hereunder must be submitted to the United States District Court for the
      Central District of Illinois.

            


    

    


    


    ARTICLE III

    


    PARTICIPATION AND CONTRIBUTION
CREDITS

    


    
      	
              3.1

            	
              Participation.

            


    

    


    
      	
              3.1.1  

            	
              Selection by Board of
      Directors.  The Company will select the executives of the
      Company and Participating Affiliates who will be eligible to participate
      in the Plan from among those whose Annualized Base Salary exceeds
      $175,000.

            


    

    


    
      	
              3.1.2  

            	
              Enrollment.  An
      Eligible Executive will be allowed to enroll in the Plan as of the first
      day of the month that coincides with or next follows the date thirty (30)
      days after he/she is notified of eligibility for the
      Plan.  Thereafter, an Eligible Executive may elect to enroll for
      a Plan Year during the enrollment period established by the Administrator
      for such Plan Year, which enrollment period will be a period of at least
      thirty (30) days that precedes the start of the Plan
  Year.

            


    

    


    Enrollment
must be made in such manner and in accordance with such rules as may be
prescribed for this purpose by the Administrator (including by means of a voice
response or other electronic system under circumstances authorized by the
Administrator).

    


    
      	
              3.1.3  

            	
              End of
      Eligibility.  An Eligible Employee may continue to
      participate in the Plan for so long as the Plan remains in effect and
      he/she remains an Eligible
Employee.

            


    

    


    
      	
              3.2

            	
              Elective Deferral
      Credits.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              3.2.1

            	
              Elective Deferral
      Credits.  Elective Deferral Credits will be made for each
      payroll period on behalf of each Active  Participant who has
      enrolled in the Plan and who thereby elects to have his/her Deferral
      Eligible Compensation reduced in order to receive Elective Deferral
      Credits.  The Elective Deferral Credits for a payroll period
      will be given on or as soon as administratively practicable after the
      payroll date for such payroll period in an amount equal the amount of the
      reduction in Deferral Eligible
Compensation.

            


    

    


    
      	
               
      

            	
              An
      Eligible Executive may elect to reduce his/her Deferral Eligible
      Compensation for a payroll period by any whole percent, but not less than
      five percent (5%) or more than seventy-five percent (75%) (or such other
      minimum and/or maximum as the Company determines in its sole discretion to
      be appropriate for any bonus or other incentive payment that is eligible
      for a deferral election). An election (or the modification or revocation
      of an election) must be made in such manner and in accordance with such
      rules as may be prescribed for this purpose by the Administrator
      (including by means of a voice response or other electronic system under
      circumstances authorized by the Administrator).  An election
      must be made as part of enrollment described in Section 3.1.2. and must
      specify the Subaccount(s) to which the Elective Deferrals are to be
      credited pursuant to Section 4.1.1.

            


    

    


    
      	
              3.2.2

            	
              Elections are
      Irrevocable.  An election will be “evergreen” – that is,
      it will apply with respect to the Plan Year (or the remaining portion
      thereof) to which it relates and to subsequent Plan Years until changed or
      revoked by the Participant during an open enrollment period, or changed or
      revoked during the Plan Year as provided under this Section.  An
      election will be irrevocable throughout the Plan Year; except
      that:

            


    

     

     

    
      	
            	
              (a)

            	
              
                Elective
      Deferrals will automatically stop during the Plan
    Year:

              

            


    

     

    
    

    
      	
              (i)  

            	
              If
      the Participant receives a hardship withdrawal prior to age 591⁄2 from
      his/her Before-Tax Contribution Account under the ADM 401(k) Plan for
      Salaried Employees;

            


    

    


    
      	
              (ii)  

            	
              If
      the Participant receives an Unscheduled Withdrawal or Financial Hardship
      Withdrawal;

            


    

    


    
      	
              (iii)  

            	
              Upon
      the occurrence of a Disability.

            


    

    


    
      	
              (iv)  

            	
              Upon
      Termination of Employment.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Administrator may, in its sole discretion, allow a Participant to reduce
      or stop his/her Elective Deferrals during the Plan as necessary to
      alleviate a Financial Hardship.

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      Administrator may, in its sole discretion, allow a Participant who has had
      a material increase in his/her Annualized Base Salary during the Plan Year
      as a result of a change in job position with the Company or Participating
      Affiliate to change his/her election with respect to the remaining portion
      of the Plan Year, subject to the limits specified in Sec.
      3.2.1.  Any such change in election will be effective as soon as
      administratively practicable after the new election is made, and will not
      apply retroactively to any payroll period that has started prior to the
      date the new election is made.

            


    

    


    
      	
              3.2.3

            	
              Limits.  The
      Administrator may, in its sole discretion, limit the minimum or maximum
      amount of Elective Deferrals that are allowed under the Plan by any
      Participant or any group of
Participants.

            


    

    


    
      	
              3.3

            	
              Company
      Matching Credits.  Company
      Matching Credits will be made for each Plan Year on behalf of each
      Participant who receives Elective Deferrals Credits for such Plan Year,
      who has made the maximum permissible elective deferrals under the ADM
      401(k) Plan for Salaried Employees, and whose employer matching
      contributions under the ADM Employee Stock Ownership Plan for Salaried
      Employees (“Salaried ESOP”) are reduced because of the reduction in Base
      Pay resulting from an election under this Plan.  The Company
      Matching Credits for a Plan Year will be given on or as soon as
      administratively practicable after the first business day of the next Plan
      Year in an amount equal to the difference between the amount of the
      employer matching contributions that would have been made under the
      Salaried ESOP if his/her Base Pay had not been reduced as a result of the
      election under this Plan (disregarding the impact such additional matching
      contributions would have had on the nondiscrimination test under Code §
      401(m)), and the actual amount of employer matching contributions made
      under the Salaried ESOP for the Plan
Year.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
               
      

            	
              ARTICLE
      IV

            


    

    


    
      	
               
      

            	
              ACCOUNTS AND INVESTMENT
      ADJUSTMENTS

            


    

    


    
      	
              4.1

            	
              Accounts.

            


    

    


    
      	
              4.1.1

            	
              Types of
      Subaccounts.  The following Subaccounts will be
      maintained under the Plan as part of the Account of each
      Participant:

            


    

    


    
      	
               
      

            	
              (a)

            	
              “Subaccount
      A – Retirement Subaccount” to reflect Elective Deferral Credits which the
      Participant directs be credited to this
  Subaccount.

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Subaccount
      B – Scheduled Withdrawal Subaccount” to reflect Elective Deferral Credits
      which the Participant directs be credited to this
    Subaccount.

            


    

    


    
      	
               
      

            	
              (c)

            	
              “Subaccount
      C – Scheduled Withdrawal Subaccount” to reflect Elective Deferral Credits
      which the Participant directs be credited to this
    Subaccount.

            


    

    


    
      	
               
      

            	
              (d)

            	
              “Subaccount
      D – Company Contribution Subaccount” to reflect Company Matching
      Credits.

            


    

    


    Additional
Subaccounts may also be maintained if considered appropriate by the
Administrator in the administration of the Plan.

    


    
      	
              4.1.2

            	
              Balance of
      Accounts.  A Subaccount will have a cash balance
      expressed in United States Dollars.

            


    

    


    
      	
              4.1.3

            	
              Accounts for
      Bookkeeping Only.  Accounts and Subaccounts are for
      bookkeeping purposes only and the maintenance of Accounts and Subaccounts
      will not require any segregation of assets of the Company or any
      Participating Affiliate. Except as provided in Section 9.2, neither the
      Company nor any Participating Affiliate will have any obligation
      whatsoever to set aside funds for the Plan or for the benefit of any
      Participant or Beneficiary, and no Participant or Beneficiary will have
      any rights to any amounts that may be set aside other than the rights of
      an unsecured general creditor of the Company or Participating Affiliate
      that employs (or employed) the
Participant.

            


    

    


    
      	
              4.2

            	
              Valuation
      of Accounts.

            


    

    


    
      	
              4.2.1

            	
              Daily
      Adjustments.  Accounts will be adjusted from time to time
      as follows:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Elective Deferral and
      Company Matching Credits.  Elective Deferral Credits and
      Company Matching Credits will be added to the balance of the appropriate
      Subaccount as of the dates specified in Sections 3.2 and
    3.3.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Earnings
      Credits.  Earnings Credits will be added to (or
      subtracted) from the balance of the Subaccount as of each Valuation Date
      as provided in Section 4.3.

            


    

    


    
      	
               
      

            	
              (e)

            	
              Withdrawals and
      Distributions.  The withdrawals and distributions made
      from a Subaccount will be subtracted from the balance of the Subaccount as
      of the date the withdrawal or distribution is made from the
      Plan.

            


    

    


    
      	
              4.2.2

            	
              Processing
      Transactions Involving Accounts.  Accounts shall be
      adjusted to reflect Elective Deferral Credits, Company Matching Credits,
      Earnings Credits, distributions and other transactions as provided in
      Section 4.2.1. However, all information necessary to properly reflect a
      given transaction in an Account may not be immediately available, in which
      case the transaction will be reflected in the Account when such
      information is received and processed. Further, the Administrator reserves
      the right to delay the processing of any Elective Deferral Credit, Company
      Matching Credit, Earnings Credit, distribution or other transaction for
      any legitimate business reason (including, but not limited to, failure of
      systems or computer programs, failure of the means of the transmission of
      data, force majeure, the failure of a service provider to timely receive
      net asset values or prices, or to correct for its errors or omissions or
      the errors or omissions of any service
  provider).

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              4.3

            	
              Earnings
      Credits.

            


    

    


    
      	
              4.3.1

            	
              Adjustment to Reflect
      Earnings Credits.  Accounts will be adjusted (increased
      or decreased) as of each Valuation Date to reflect Earnings Credits as
      determined under Section 4.3.2.

            


    

    


    
      	
              4.3.2  

            	
              Earnings
      Credits.  The Administrator will establish a procedure by
      which a Participant (or Beneficiary following the death of a Participant)
      may elect to have his/her Earnings Credits determined based the
      performance of one or more investment options deemed to be available under
      the Plan.  The Administrator, in its sole discretion, will
      determine the investment options that will be available as benchmarks for
      determining the Earnings Credit, which may include mutual funds, common or
      commingled investment funds or any other investment option deemed
      appropriate by the Administrator.  The Administrator may at any
      time and from time to time add to or remove from the investment options
      deemed to be available under the
Plan.

            


    

    


    A
Participant (or Beneficiary following the death of the Participant) will be
allowed on a hypothetical basis to direct the investment of his/her Account
among the investment options available under the Plan.  Hypothetical
investment directions may be given with such frequency as is deemed appropriate
by the Administrator, and must be made in such percentage or dollar increments,
in such manner and in accordance with such rules as may be prescribed for this
purpose by the Administrator (including by means of a voice response or other
electronic system under circumstances so authorized by the
Administrator).  If an investment option has a loss, the Earnings
Credit attributable to such investment option will serve to reduce the Account;
similarly, if an investment option has a gain, the Earnings Credit attributable
to such investment option will serve to increase the
Account.   If the Participant fails to elect an investment
option, the Earnings Credit will be based on a money market investment option or
such other investment option as may be selected for this purpose by the
Administrator.

    


    
      	
              4.3.3

            	
              Hypothetical
      Investments.  All investment directions of a Participant
      or Beneficiary will be on a “hypothetical” basis for the sole purpose of
      establishing the Earnings Credit for his/her Account – that is, the
      Account will be adjusted for Earnings Credits as if the Account were
      invested pursuant to the investment directions of the Participant or
      Beneficiary, but actual investments need not be made pursuant to such
      directions.  However, the Administrator, in its sole discretion
      and without any obligation, may direct that investments be made per the
      investment directions of Participants and Beneficiaries in order to hedge
      the liability of the Company and Participating
  Affiliates.

            


    

    


    
      	
              4.4

            	
              Statements.  The
      Administrator may cause benefit statements to be issued from time to time
      advising Participants and Beneficiaries of the status of their Accounts,
      but it is not required to issue benefit statements and the issuance of
      such benefit statements (and any errors that may be reflected on benefit
      statements) will not in any way alter or affect the rights of Participants
      with respect to the Plan.

            


    

    


    


    ARTICLE V

    


    VESTING

    


    A
Participant at all times will have a fully vested interest in his/her Account
under the Plan.

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE VI

    


    WITHDRAWALS WHILE
EMPLOYED

    


    
      	
              6.1

            	
              Scheduled
      Withdrawals

            


    

    


    
      	
              6.1.1  

            	
              Scheduled Withdrawal
      Subaccounts.   A Participant may direct that up to
      two Scheduled Withdrawal Subaccounts – Accounts B and C – be maintained
      under the Plan.  When a Participant directs that a Scheduled
      Withdrawal Account be established, he/she also must
  select:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Plan Year during which distribution is to be made (or distributions are to
      commence) with respect to such Subaccount, provided that such Plan Year
      must not be before the third (3rd)
      Plan Year following the enrollment period in which the Participant directs
      that the Scheduled Withdrawal Subaccount be established under the Plan;
      and

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      distribution method with respect to each such Subaccount, which may be
      either a lump-sum or annual installments over a period that does not
      exceed four (4) years.

            


    

    


    An
election as to the time and method of distribution from a Scheduled Withdrawal
Subaccount will be irrevocable.  For so long as a Participant has two
Scheduled Withdrawal Subaccounts, he/she may not elect to establish another
until full distribution has been made from a Scheduled Withdrawal
Subaccount.

    


    
      	
              6.1.2

            	
              Scheduled Withdrawal
      Election Procedures. A election to establish a Scheduled Withdrawal
      Account must be made in such manner and in accordance with such rules as
      may be prescribed for this purpose by the Administrator (including by
      means of a voice response or other electronic system under circumstances
      authorized by the Administrator).

            


    

    


    
      	
               
      

            	
              A
      Participant may direct that Elective Deferrals Credits be added to a
      Scheduled Withdrawal Account and may change such election during any
      annual enrollment period.  Such an election will be irrevocable
      for the Plan Year.  Elective Deferral Credits cannot, however,
      be added to a Scheduled Withdrawal Account in the Plan Year in which
      distribution is to be made (or distributions are to start) from a
      Scheduled Withdrawal Account.

            


    

    


    
      	
              6.1.3

            	
              Scheduled
      Withdrawals.  Distributions will be made to the
      Participant from a Scheduled Withdrawal Subaccount at the time and in the
      manner selected by the Participant with respect to such
      Subaccount.  Payments will start no later than the last day of
      January of the Plan Year selected by the Participant unless preceded by
      Termination of Employment.  In the event of Termination of
      Employment for any reason prior to completion of all payments elected with
      respect to a Scheduled Withdrawal Subaccount, the balance of the Scheduled
      Withdrawal Subaccount will be paid in the form provided in Article
      VII.  In the event such Termination of Employment is as a result
      of the Participant’s death, the Scheduled Withdrawal will be paid as
      provided Article VIII.

            


    

    


    
      	
              6.2

            	
              Unscheduled
      Withdrawals.

            


    

    


    
      	
              6.2.1

            	
              Unscheduled
      Withdrawals.  A Participant may make an Unscheduled
      Withdrawal at any time of an amount not less than twenty-five percent
      (25%) of the balance of his/her Account.  Such withdrawal will
      be paid as soon as administratively practicable after the withdrawal
      request is received by the
Administrator.

            


    

    


    
      	
               
      

            	
              A
      Participant may make only one Unscheduled Withdrawal in any Plan
      Year.  If a Participant elects to make an Unscheduled Withdrawal
      of seventy-five percent (75%) or more of the balance of the Account,
      he/she will be deemed to have elected to receive the entire balance of the
      Account.

            


    

    


    
      	
               
      

            	
              The
      Elective Deferrals of the Participant will automatically stop in the event
      of an Unscheduled Withdrawal, and the Participant will not be allowed to
      again enroll until the first day of the second Plan Year following the
      date of the Unscheduled Withdrawal.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              6.2.2

            	
              Withdrawal
      Penalty.  A Withdrawal Penalty will be permanently
      deducted from the balance of the Account in the event of an Unscheduled
      Withdrawal.  The Withdrawal Penalty will be in an amount equal
      to:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Five
      percent (5%) of the amount of the withdrawal if the withdrawal occurs
      within twenty-four (24) months following a Change in Control;
      or

            


    

    


    
      	
               
      

            	
              (b)

            	
              Otherwise,
      ten percent (10%) of the amount of the
  withdrawal.

            


    

    


    
      	
               
      

            	
              An
      Unscheduled Withdrawal and Withdrawal Penalty will be deemed to have been
      drawn on a pro-rata basis from the various investments of the
      Account.

            


    

    


    
      	
              6.3

            	
              Financial
      Hardship Withdrawal.  A
      Participant may make a Financial Hardship Withdrawal from his/her Account
      in the event of a Financial Hardship.   Such withdrawal
      will be paid as soon as administratively practicable after the withdrawal
      request is received and the Administrator, in its sole discretion, has
      determined that the Participant has a Financial
  Hardship.

            


    

    


    
      	
               
      

            	
              The
      Elective Deferrals of the Participant will automatically stop in the event
      of a Financial Hardship Withdrawal, and the Participant will not be
      allowed to again enroll until the first day of the second Plan Year
      following the date of the Financial Hardship
  Withdrawal.

            


    

    


    


    ARTICLE VII

    


    DISTRIBUTIONS AFTER
TERMINATION

    


    
      	
              7.1

            	
              Benefit
      on Termination of Employment.  A
      Participant will be eligible to receive a distribution of the full balance
      of his/her Account following his/her Termination of Employment in
      accordance with the terms of this
Article.

            


    

    


    
      	
              7.2

            	
              Time
      and Form of Distribution.

            


    

    


    
      	
              7.2.1

            	
              Time of
      Distribution.  A distribution will be made (or
      installment distributions will commence if available and elected) as soon
      as administratively practicable after either of the following dates as
      elected by the Participant:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Termination
      of Employment; or

            


    

    


    
      	
               
      

            	
              (b)

            	
              January
      1st
      next following Termination of
Employment.

            


    

    


    
      
      

    

    
      	
              7.2.2

            	
              Form of
      Distribution.  A distribution will be made in the
      following form:

            


    

     

    
      	
               
      

            	
              (a)

            	
              Retirement or
      Disability.  In the case of Retirement or Disability, a
      distribution will be made in either of the following forms as elected by
      the Participant:

            


    

    


    
      	
               
      

            	
              (1)

            	
              A
      single-sum distribution of the full balance of his/her Account;
      or

            


    

    


    
      	
               
      

            	
              (2)

            	
              Each
      monthly installment will equal one-twelfth (1/12th)
      of an annual amount determined by dividing the balance of the Account as
      of the last Valuation Date prior to the date on which the installments are
      to commence (and each anniversary of such date) by the number of years
      remaining in the installment period elected by the
      Participant.  Each monthly installment will equal one-twelfth
      (1/12th)
      of an annual amount determined by dividing the balance of the Account as
      of the last day of the Plan Year prior to the Plan Year in which the
      installment is to be paid by the number of years remaining in the
      installment period elected by the
Participant.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              The
      Account will continue to be adjusted for Earnings Credits during the
      installment payout period; thus, if the balance in the Account as of the
      last scheduled monthly payment exceeds the scheduled monthly payment
      because of positive Earnings Credits, the full balance of the Account will
      be paid to the Participant, and if the balance of the Account is not
      sufficient to pay all scheduled monthly payments because of negative
      Earnings Credits, the number of monthly payments (and the amount of the
      final monthly payment) will be reduced accordingly.  However,
      with respect to the final year of the installment payout period, the
      Administrator in its sole discretion may direct that full payment of the
      balance of the Account be made to the Participant in lieu of continued
      installment payments from the Plan.

            


    

    


    
      	
               
      

            	
              (3)

            	
              A
      combination of (1) and (2).

            


    

    


    
      	
               
      

            	
              (b)

            	
              Other
      Terminations.  In the case of a Termination of Employment
      other than Retirement or Disability, a distribution will be in the form of
      a single-sum distribution of the full balance of his/her
      Account.  However, the Administrator may, in its sole
      discretion, elect to make a distribution in the form of annual
      installments over a period of up to three (3)
  years.

            


    

    


    
      	
              7.2.3

            	
              Distribution Election
      Procedures.  A distribution election as to time and form
      must be made in such manner and in accordance with such rules as may be
      prescribed for this purpose by the Administrator (including by means of a
      voice response or other electronic system under circumstances authorized
      by the Administrator).

            


    

    


    
      	
               
      

            	
              A
      distribution election will be effective only if it is received by the
      Administrator at least thirteen (13) months prior to Termination of
      Employment.  However, a Participant may elect to have a
      distribution election take effect less than thirteen (13) months prior to
      Termination of Employment subject to a Withdrawal Penalty of ten percent
      (10%) of the pre-penalty balance of his/her
  Account.

            


    

    


    
      	
              7.2.4

            	
              Default
      Elections. If a Participant fails to file a timely election as to
      the time of distribution, the distribution will be made as soon as
      administratively practicable after Termination of
      Employment.  If a Participant fails to file a timely election as
      to the form of distribution in the event of a Retirement or Disability,
      the distribution will be made in a series of annual or monthly
      installments, at the discretion of the Administrator, over a period of ten
      (10) years.

            


    

    


    
      	
              7.3

            	
              Cash-Out
      of Small Accounts.  Notwithstanding
      any contrary provision, if the balance of a Participant’s Account does not
      exceed one-hundred thousand dollars ($100,000) at Termination of
      Employment, the Administrator may, in its sole discretion, elect to pay
      the full balance of the Account to the Participant is full settlement of
      all benefits due under the Plan.

            


    

    


    
      	
              7.4

            	
              Valuation
      of Accounts Following Termination of Employment.  An Account
      will continue to be credited with Earnings Credits in accordance with
      Article IV until it is paid in full to the Participant or
      Beneficiary.

            


    

    


    


    ARTICLE VIII

    


    DISTRIBUTIONS AFTER
DEATH

    


    
      	
              8.1

            	
              Survivor
      Benefits.

            


    

    


    
      	
              8.1.1

            	
              Survivor
      Benefits.  If a Participant dies prior to the full
      distribution of his/her Account, his/her Beneficiary will be entitled to a
      survivor benefit under the Plan.

            


    

    


    
      	
              8.1.2

            	
              Time of
      Distribution.  The survivor benefit will be paid on or as
      soon as administratively practicable after the Administrator determines
      that a survivor benefit is payable under the Plan – that is, the date the
      Administrator is provided with the documentation reasonably necessary to
      establish the fact of death of the Participant and the identity and
      entitlement of the Beneficiary.

            


    

    


    
      	
              8.1.3

            	
              Form of
      Distribution.  The survivor benefit will be paid in one
      of the following forms as elected by the
  Participant:

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              (1)

            	
              A
      single-sum distribution of the full balance (or full remaining balance) of
      the Participant’s Account; or

            


    

    


    
      	
               
      

            	
              (2)

            	
              A
      series of monthly installments over a period of one (1) to five (5) years
      as elected by the Participant.  Each monthly installment will
      equal one-twelfth (1/12th)
      of an annual amount determined by dividing the balance of the Account as
      of the last Valuation Date prior to the date on which the installments are
      to commence (and each anniversary of such date) by the number of years
      remaining in the installment period elected by the
      Participant.

            


    

    


    
      	
               
      

            	
              The
      Account will continue to be adjusted for Earnings Credits during the
      installment payout period; thus, if the balance in the Account as of the
      last scheduled monthly payment exceeds the scheduled monthly payment
      because of positive Earnings Credits, the full balance of the Account will
      be paid to the Beneficiary, and if the balance of the Account is not
      sufficient to pay all scheduled monthly payments because of negative
      Earnings Credits, the number of monthly payments (and the amount of the
      final monthly payment) will be reduced accordingly.  However,
      with respect to the final year of the installment payout period, the
      Administrator in its sole discretion may direct that full payment of the
      balance of the Account be made to the Beneficiary in lieu of continued
      installment payments from the Plan.

            


    

    


    
      	
               
      

            	
              (3)

            	
              A
      combination of (1) and (2).

            


    

    


    Notwithstanding
the above, if the Participant dies while he/she is receiving installments under
Section 7.2.2(a), such installments will continue to his/her Beneficiary over
the same period such benefits would have been paid to the
Participant.  However, the Administrator may, in its sole discretion,
elect to pay the survivor benefit in a single lump sum payment in an amount
equal to the remaining balance in the Account in full satisfaction of the
benefit otherwise payable under the Plan.

    


    
      	
              8.1.4

            	
              Distribution Election
      Procedures.  A distribution form election must be made in
      such manner and in accordance with such rules as may be prescribed for
      this purpose by the Administrator (including by means of a voice response
      or other electronic system under circumstances authorized by the
      Administrator).

            


    

    


    
      	
               
      

            	
              A
      distribution form election will be effective only if it is received by the
      Administrator at least thirteen (13) months prior to the death of the
      Participant.

            


    

    


    
      	
              8.1.5

            	
              Default
      Elections.  If a Participant fails to file a timely
      election as to the form of distribution to his/her Beneficiary, the
      distribution will be made in a single lump-sum payment, unless the
      Participant dies while he/she is receiving installments under Section
      7.2.2(a), in which case such installments will continue to his/her
      Beneficiary over the same period such benefits would have been paid to the
      Participant, subject to acceleration to a lump-sum at the discretion of
      the Administrator.

            


    

    


    
      	
              8.2

            	
              Beneficiary
      Designation.

            


    

    


    
      	
              8.2.1

            	
              General
      Rule.  A Participant may designate any person (natural or
      otherwise, including a trust) as his/her Beneficiary to receive any
      balance remaining in his/her Account when he/she dies, and may change or
      revoke a designation previously made without the consent of any
      Beneficiary.

            


    

    


    
      	
              8.2.2

            	
              Special Requirements
      for Married Participants.  If a Participant has a Spouse
      at the time of death, such Spouse will be his/her Beneficiary unless the
      Spouse has consented in writing to the designation of a different
      Beneficiary.  Consent of a Spouse will be deemed to have been
      obtained if it is established to the satisfaction of the Administrator
      that such consent cannot be obtained because the Spouse cannot be located.
      A consent by a Spouse will be effective only with respect to such Spouse,
      and cannot be revoked. A Beneficiary designation that has received spousal
      consent cannot be changed without spousal
  consent.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    A
Beneficiary designation will be automatically revoked upon marriage (other than
common law marriage) of a Participant unless the new Spouse was designated as
Beneficiary.  Further, if a Spouse is designated as Beneficiary, such
designation will be automatically revoked upon the divorce of the Participant
and former Spouse.

    


    
      	
              8.2.3

            	
              Form and Method of
      Designation.  A Beneficiary designation must be made on
      such form and in accordance with such rules as may be prescribed for this
      purpose by the Administrator. A Beneficiary designation will be effective
      (and will revoke all prior designations) if it is received by the
      Administrator (or if sent by mail, the post-mark of the mailing is) prior
      to the date of death of the Participant.  The Administrator may
      rely on the latest Beneficiary designation on file (or if an effective
      designation is not on file may direct that payment be made pursuant to the
      default provision of the Plan) and will not be liable to any person making
      claim for such payment under a subsequently filed designation or for any
      other reason.

            


    

    


    
      	
              8.2.4

            	
              Default
      Designation.  If a Beneficiary designation is not on
      file, or if a Beneficiary designation is revoked by divorce or otherwise
      and a new designation is not on file at death, or if no designated
      Beneficiary survives the Participant, the Beneficiary will be the estate
      of the Participant.

            


    

    


    
      	
              8.3

            	
              Successor
      Beneficiary.   If
      the primary Beneficiary dies prior to complete distribution of the
      benefits under Section 8.1.2, the remaining Account balance will be paid
      to the contingent Beneficiary elected by the Participant in the form of a
      lump sum payable as soon as administratively practicable after the primary
      Beneficiary’s death is established.  If there is no surviving
      contingent Beneficiary, the lump sum will be paid to the estate of the
      primary Beneficiary.

            


    

    


    


    ARTICLE IX

    


    CONTRACTUAL OBLIGATIONS AND
FUNDING

    


    
      	
              9.1

            	
              Contractual
      Obligations.

            


    

    


    
      	
              9.1.1

            	
              Obligations of
      Employer.  The Plan creates a contractual obligation on
      the part of the Company and each Participating Affiliate to provide
      benefits as set forth in the Plan with respect
  to:

            


    

    


    
      	
              (a)  

            	
              Participants
      who are employed with the Company or that Participating
      Affiliate;

            


    

    


    
      	
              (b)  

            	
              Participants
      who were employed with the Company or that Participating Affiliate prior
      to Termination of Employment; and

            


    

    


    
      	
              (c)  

            	
              Beneficiaries
      of the Participants described in (a) and
(b).

            


    

    


    A
Participating Affiliate is not responsible for (and has no contractual
obligation with respect to) benefits payable to a Participant who is or was
employed with the Company or another Participating Affiliate.  If a
Participant is employed with two or more employers (the Company and a
Participating Affiliate, or two or more Participating Affiliates, etc.), either
concurrently or at different times, each will be responsible for the benefit
attributable to Elective Deferral Credits and Company Matching Credits made
while the Participant was employed with that employer, adjusted for Earnings
Credits.

    


    
      	
              9.1.2

            	
              Guarantee by
      Company.  The Company will guarantee and assume secondary
      liability for the contractual commitment of each Participating Affiliate
      under Section 9.1.1.

            


    

    


    
      	
              9.2

            	
              Obligations
      Upon Occurrence of a Funding Event.  The
      Company will establish a "rabbi" trust to fund benefits payable under the
      Plan.  However, neither the Company nor any Participating
      Affiliate will have any obligation to fund such trust except upon the
      occurrence of a Funding Event, and then, the Company and each
      Participating Affiliate will be obligated to immediately deposit into the
      trust an amount equal to the then current balance of the Accounts of all
      Participants with respect to which it has a contractual obligation under
      Section 9.1.1.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The above
notwithstanding, neither the Company nor any Participating Affiliate will
transfer or contribute any funds during any “restricted period,” as defined in
Code § 409A(b)(3)(B), to any rabbi trust established under this Section
9.2.  If any funds are transferred or contributed during a restricted
period and the Company certifies in writing that such transfer or contribution
was disallowed under this provision, the funds will be deemed to have been
transferred or contributed under a mistake of fact and will be returned to the
Company or the Participating Affiliate, along with any earnings allocable to
such funds, regardless of whether the rabbi trust’s terms establish it as
revocable or irrevocable.

    


    A rabbi
trust established to fund benefits may be revocable (in whole or in part) at any
time prior to a Change in Control.  The assets of any rabbi trust
hereby established will not be held or transferred outside of the United States,
and the trust will not have any other feature that would result in a transfer of
property being deemed to have occurred under Code § 409A (for example, there
will be no funding obligation or restrictions on assets in connection with a
change in financial health of the Company or any Affiliate).

    


    


    ARTICLE X

    


    AMENDMENT AND TERMINATION OF
PLAN

    


    The
Company may amend or terminate the Plan at any time and for any reason; provided
that, during the twenty-four (24) months immediately following a Change in
Control, the amendment or termination of the Plan will require the written
consent of a majority of the Participants who would be affected by such
amendment or termination of the Plan.  However, such written consent
will not be required if the Company makes a good faith determination that either
the amendment is required by law or the failure to adopt the amendment would
have an adverse tax consequence to the Participants affected by such
amendment.  In no event may an amendment or termination of the Plan
reduce the balance or the vested portion of the balance of the Account of any
Participant or Beneficiary.

    


    If the
Company terminates the Plan, the date of such termination will be treated as a
Termination of Employment for the purpose of calculating benefits and the
Company will pay to each Participant the benefits such Participant would be
entitled to receive under Article VII except that such termination benefits will
be paid in a single lump sum payable on the last day of the month following the
month in which termination of the Plan occurs.

    


    


    ARTICLE XI

    


    ADMINISTRATION/CLAIMS
PROCEDURES

    


    
      	
              11.1

            	
              Administration.

            


    

    


    
      	
              11.1.1

            	
              Administrator.  The
      Company is the Administrator of the Plan with authority to control and
      manage the operation and administration of the Plan and make all decisions
      and determinations incident thereto.  Action on behalf of the
      Company as Administrator may be taken by any of the
    following:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Its
      Board of Directors (or a committee
thereof).

            


    

    


    
      	
               
      

            	
              (b)

            	
              Its
      Chief Executive Officer.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Its
      Benefit Plans Committee.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Any
      individual, committee, or entity to whom responsibility for the operation
      and administration of the Plan is allocated to by action of one of the
      above.

            


    

    


    
      	
              11.1.2

            	
              Third-Party Service
      Providers.  The Administrator may from time to time
      contract with or appoint a recordkeeper or other third-party service
      provider for the Plan.  Any such recordkeeper or other
      third-party service provider will serve in a nondiscretionary capacity and
      will act in accordance with directions given and/or procedures established
      by the Administrator.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              11.1.3

            	
              Rules of
      Procedure.  The Administrator may establish, adopt or
      revise such rules and regulations as it may deem necessary or advisable
      for the administration of the Plan.

            


    

    


    
      	
              11.2

            	
              Claims
      Procedure

            


    

    


    
      	
              11.2.1

            	
              Claims
      Procedure.  If a Participant or Beneficiary does not feel
      as if he/she has received full payment of the benefit due such person
      under the Plan, the Participant or Beneficiary may file a written claim
      with the Administrator setting forth the nature of the benefit claimed,
      the amount thereof, and the basis for claiming entitlement to such
      benefit.  The Administrator will determine the validity of the
      claim and communicate a decision to the claimant promptly and, in any
      event, not later than ninety (90) days after the date of the
      claim.  The claim may be deemed by the claimant to have been
      denied for purposes of further review described below in the event a
      decision is not furnished to the claimant within such ninety (90) day
      period.  If additional information is necessary to make a
      determination on a claim, the claimant will be advised of the need for
      such additional information within forty-five (45) days after the date of
      the claim.  The claimant will have up to one hundred and eighty
      (180) days to supplement the claim information, and the claimant will be
      advised of the decision on the claim within forty-five (45) days after the
      earlier of the date the supplemental information is supplied or the end of
      the one hundred and eighty (180) day
period.

            


    

    


    
      	
               
      

            	
              A
      claim for benefits which is denied will be denied by written notice
      setting forth in a manner calculated to be understood by the
      claimant:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      specific reason or reasons for the
denial;

            


    

    


    
      	
               
      

            	
              (b)

            	
              A
      specific reference to any provisions of the Plan (including any internal
      rules, guidelines, protocols, criteria, etc.) on which the denial is
      based;

            


    

    


    
      	
               
      

            	
              (c)

            	
              A
      description of any additional material or information that is necessary to
      process the claim; and

            


    

    


    
      	
               
      

            	
              (d)

            	
              An
      explanation of the procedure for further reviewing the denial of the claim
      (including applicable time limits and a statement of the claimant’s right
      to bring a civil action under ERISA § 502(a) following an adverse
      determination on review).

            


    

    


    
      	
              11.2.2

            	
              Review
      Procedures.  Within sixty (60) days after the receipt of
      a denial on a claim, a claimant or his/her authorized representative may
      file a written request for review of such denial.  Such review
      will be undertaken by the Administrator and will be a full and fair
      review. The claimant will have the right to review all pertinent
      documents.  The Administrator will issue a decision not later
      than sixty (60) days after receipt of a request for review from a claimant
      unless special circumstances, such as the need to hold a hearing, require
      a longer period of time, in which case a decision will be rendered as soon
      as possible but not later than one hundred and twenty (120) days after
      receipt of the claimant’s request for review.  The decision on
      review will be in writing and will include specific reasons for the
      decision written in a manner calculated to be understood by the claimant
      with specific reference to any provisions of the Plan on which the
      decision is based.

            


    

    


    
      	
              11.2.3

            	
              Arbitration.  Any
      claim, dispute or other matter in question of any kind relating to this
      Plan which is not resolved by the claims procedures will be settled by
      arbitration in accordance with the employment dispute resolution rules of
      the American Arbitration Associa­tion.  Notice of demand for
      arbitration will be made in writing to the opposing party and to the
      American Arbitration Association within a reasonable time after the claim,
      dispute or other matter in question has arisen.  In no event
      will a demand for arbitration be made after the date when the applicable
      statute of limita­tions would bar the institution of a legal or
      equitable proceeding based on such claim, dispute or other matter in
      question.  The decision of the arbitrator(s) will be final and
      may be enforced in any court of competent
  jurisdiction.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
arbitrator(s) may award reasonable fees and expenses to the prevailing party in
any dispute hereunder and will award reasonable fees and expenses in the event
that the arbitrator(s) find that the losing party acted in bad faith or with
intent to harass, hinder or delay the prevailing party in the exercise of its
rights in connection with the matter under dispute.

    


    
      	
              11.3

            	
              Indemnification.  The Company
      and the Participating Affiliates jointly and severally agree to indemnify
      and hold harmless, to the extent permitted by law, each director, officer,
      and employee against any and all liabilities, losses, costs, or expenses
      (including legal fees) of whatsoever kind and nature that may be imposed
      on, incurred by, or asserted against such person at any time by reason of
      such person’s services in the administration of the Plan, but only if such
      person did not act dishonestly, or in bad faith, or in willful violation
      of the law or regulations under which such liability, loss, cost, or
      expense arises.

            


    

    


    
      	
              11.4

            	
              Exercise
      of Authority.  The
      Administrator and any person who has authority with respect to the
      management, administration or investment of the Plan may exercise that
      authority in its/his/her full discretion.  This discretionary
      authority includes, but is not limited to, the authority to make any and
      all factual determinations and interpret all terms and provisions of this
      document (or any other document established for use in the administration
      of the Plan) relevant to the issue under consideration.  The
      exercise of authority will be binding upon all persons; and it is intended
      that the exercise of authority be given deference in all courts of law to
      the greatest extent allowed under law, and that it not be overturned or
      set aside by any court of law unless found to be arbitrary and capricious,
      or made in bad faith.

            


    

    


    
      	
              11.5

            	
              Telephonic
      or Electronic Notices and Transactions. Any
      notice that is required to be given under the Plan to a Participant or
      Beneficiary, and any action that can be taken under the Plan by a
      Participant or Beneficiary (including enrollments, changes in deferral
      percentages, loans, withdrawals, distributions, investment changes,
      consents, etc.), may be by means of voice response or other electronic
      system to the extent so authorized by the
  Administrator.

            


    

    


    


    ARTICLE XII

    


    MISCELLANEOUS

    


    
      	
              12.1

            	
              Nonassignability.  Neither the
      rights of, nor benefits payable to, a Participant or Beneficiary under the
      Plan may be alienated, assigned, transferred, pledged or hypothecated by
      any person, at any time, or to any person whatsoever.  Such
      interest and benefits will be exempt from the claims of creditors or other
      claimants of the Participant or Beneficiary and from all orders, decrees,
      levies, garnishments or executions to the fullest extent allowed by
      law.

            


    

    


    
      	
              12.2

            	
              Withholding.  A
      Participant must make appropriate arrangements with the Company or
      Participating Affiliate for satisfaction of any federal, state or local
      income tax with­holding requirements and Social Security or other
      employee tax requirements applicable to the payment of benefits under the
      Plan.  If no other arrangements are made, the Company or
      Participating Affiliate may provide, at its discretion, for such
      withholding and tax payments as may be required, including, without
      limitation, by the reduction of other amounts payable to the
      Participant.

            


    

    


    
      	
              12.3

            	
              Successors
      of the Company.  The rights
      and obligations of the Company under the Plan will inure to the benefit
      of, and will be binding upon, the successors and assigns of the
      Company.

            


    

    


    
      	
              12.4

            	
              Employment
      Not Guaranteed.  Nothing
      contained in the Plan nor any action taken hereunder will be construed as
      a contract of employment or as giving any Participant any right to
      continued employment with the
Company.

            


    

    


    
      	
              12.5

            	
              Gender,
      Singular and Plural.  All
      pronouns and any variations thereof will be deemed to refer to the
      masculine, feminine, or neuter, as the identity of the person or persons
      may require.  As the context may require, the singular may be
      read as the plural and the plural as the
  singular.

            


    

    


    
      	
              12.6

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

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              12.7

            	
              Validity.  In the
      event any provision of the Plan is held invalid, void or unenforceable,
      the same will not affect, in any respect whatsoever, the validity of any
      other provisions of the Plan.

            


    

    


    
      	
              12.8

            	
              Waiver
      of Breach.  The waiver
      by the Company of any breach of any provision of the Plan will not operate
      or be construed as a waiver of any subsequent breach by that Participant
      or any other Participant.

            


    

    


    
      	
              12.9

            	
              Notice.  Any notice
      or filing required or permitted to be given to the Company or the
      Participant under this Agreement will be sufficient if in writing and
      hand-delivered, or sent by registered or certified mail, in the case of
      the Company, to the principal office of the Company, directed to the
      attention of the Administrator, and in the case of the Participant, to the
      last known address of the Participant indicated on the employment records
      of the Company.  Such notice will 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.  Notices to the Company may be permitted by
      electronic communication according to specifications established by the
      Administrator.