Exhibit 10.24  CAPMARK FINANCIAL GROUP INC.
EXECUTIVE  AMENDED AND RESTATED  DEFERRED COMPENSATION AND STOCK AWARD PLAN  As
amended and restated on October 29, 2008


PURPOSE  The Board of
Directors of Capmark Financial Group Inc. has determined that it is in the best
interests of Capmark Financial Group Inc. to amend and restate the Capmark
Financial Group Inc. Executive Deferred Compensation and Stock Award Plan to
comply with certain tax requirements. 
The purpose of this Capmark Financial Group Inc. Executive Amended and
Restated Deferred Compensation and Stock Award Plan is to provide employees of
the Company or any of its Affiliates (as such terms are defined below) who are
determined to be members of a select group of highly compensated employees an
opportunity to defer payment of all or a portion of their Compensation (as
defined below) in accordance with the terms and conditions set forth herein.  ARTICLE I  DEFINITIONS  1.1Affiliate means with
respect to any Person, any entity directly or indirectly controlling,
controlled by or under common control with such Person.  1.2Board means the Board
of Directors of the Company.  1.3Bonus Year means the
2007 Year.  1.4Change in Control
means (i) the sale of all or substantially all of the assets of Investor
LLC, the Company, or Capmark Finance Inc. to an Unaffiliated Person; (ii) a
sale by the Company or Investor LLC, in a single transaction or in a related
series of transactions, of the voting stock of the Company resulting in more
than 50% of the voting stock of the Company being held (either directly or
indirectly through Investor LLC, and which for the avoidance of doubt includes
the distribution of any interests in Investor LLC being distributed to any
limited partners of any Investor, which are not Affiliates of that Investor) by
an Unaffiliated Person; (iii) a sale by the Company or Investor LLC, in an
unrelated series of transactions, of the voting stock of the Company, as a
result of which an Unaffiliated Person is (either directly or indirectly
through Investor LLC, and which for the avoidance of doubt includes the
distribution of any interests in Investor LLC being distributed to any limited
partners of any Investor, which are not Affiliates of that Investor) the single
largest holder of voting stock of the Company; or (iv) a merger or
consolidation of the Company or Investor LLC into an Unaffiliated Person; if and only if any such event (or as a result of any such
event) listed in (i) - (iv) above results in the inability of the
Investors and any of their respective Affiliates, either as a Group or
individually (through Investor LLC or otherwise), to elect a majority of the
Board or board of directors of the resulting entity; provided, however,
to the extent any such event listed in (i) - (iv) above occurs but at
such time either the Investors and their Affiliates as a Group, or any of the
Investors or their respective Affiliates individually (through Investor LLC or
otherwise) retain the ability to elect a majority of the Board or the board of
directors of the resulting entity, a Change in Control shall be deemed to have


occurred upon any later date on which neither
the Investors and their respective Affiliates as a Group nor any of the
Investors or their Affiliates individually retain such ability.  For purposes of this definition, the term Unaffiliated
Person means any Person or Group who is not (x) an Investor or any
member of an Investor, (y) an Affiliate of an Investor or any member of an
Investor or (z) an entity in which an Investor or any member of an
Investor holds, directly or indirectly, a majority of the economic interests in
such entity.  Notwithstanding the
foregoing, if any of the transactions described in (i), (ii) or (iv) of
the preceding sentence shall occur and the other Person or Group involved in
such transaction (or its parent entity) is an Affiliate of any Investor because
it is under common control by an ultimate parent entity,but the day-to-day operations of, and key business decisions
regarding, such Affiliate are controlled by an entity that is, or individuals
who are, principally engaged in a business other than the management or
operations of private equity funds (any such Affiliate, a Strategic
Business Affiliate), then the determination of whether a Change in Control
has occurred shall be made by applying the relevant test in clause (i), (ii) or
(iv) above (along with the test of whether the Investors and their
Affiliates as a Group or any of the Investors or their Affiliates individually
(through Investor LLC or otherwise) lose the ability to elect a majority of the
Board) as if the Strategic Business Affiliate was not an Affiliate of any of
the Investors and by treating the voting power of the Strategic Business
Affiliate in the Company (or the resulting entity) as if it were held by a
Person or Group unaffiliated with any of the Investors.  Notwithstanding anything in this Section 1.4
to the contrary, no event listed in (i)  (iv) above shall constitute
a Change in Control hereunder unless such event would also constitute a change
in the ownership or effective control of a corporation, or a change in the
ownership of a substantial portion of the assets of a corporation, in each
case, within the meaning of Section 409A of the Code.  1.5Code means the Internal
Revenue Code of 1986, as amended.  1.6Committee means the
Executive Development and Compensation Committee of the Board or such other
committee as may be appointed by the Board to administer this Plan.  1.7Company means Capmark
Financial Group Inc.  1.8Compensation means
the annual bonus or incentive compensation earned by an Executive with respect
to employment services performed by the Executive for the Company or any of its
Affiliates in any Year and considered to be wages for purposes of federal
income tax withholding.  Notwithstanding
the forgoing, Compensation shall not include annual salary, annual bonus or
incentive compensation for any Year in excess of $1,000,000, reimbursements or
other expense allowances (whether or not includable in gross income, and
including but not limited to car allowances), (cash or non-cash) fringe
benefits (including but not limited to contest prizes), moving expenses,
welfare benefits (including but not limited to imputed income on life insurance
coverage, unused and/or accrued vacation pay and severance pay), tax
equalization packages or imputed income  2


attributable to the forgiveness of
loans.  For purposes of this Plan only,
Compensation shall be calculated before reduction for any amounts deferred by
the Executive pursuant to the Companys tax qualified plans which may be
maintained under Section 401(k) or Section 125 of the Code, or
pursuant to this Plan or any other non-qualified plan which permits the
voluntary deferral of compensation.  1.9Executive means an
employee of the Company or any of its Affiliates who is determined by the
Committee to be a member of a select group of highly compensated employees who
shall be permitted to participate in the Plan.  1.10Exchange Act means the
Securities Exchange Act of 1934, as amended.  1.11Fair Market Value
means, on a per Share basis, (i) if there is a public market for the
Shares on such date, the average of the high and low closing bid prices of the
Shares on such stock exchange on which the Shares are principally trading on
the applicable date, or, if there were no sales on such date, on the closest
preceding date on which there were sales of Shares, or (ii) if there is no
public market for the Shares on such date, the fair market value of the Shares
as determined in good faith by the Board without any discounts for minority
interests.  1.12Group means a group
as such term is used in Sections 13(d) and 14(d) of the Exchange Act.  1.13Investor LLC means
GMACCH Investor LLC, a Delaware limited liability company.  1.14Investors means,
collectively, Kohlberg Kravis Roberts & Co. L.P., Five Mile Capital
Partners LLC, The Goldman Sachs Group, Inc., and Dune Capital Management
L.P.  1.15Management Stockholders
Agreement means the Management Stockholders Agreement entered into between
the Company and the Executive, as in effect from time to time.  1.16Person means a person,
as such term is used for purposes of Section 13(d) or 14(d) of
the Exchange Act (or any successor section thereto).  1.17Plan means this Capmark
Financial Group Inc. Executive Amended and Restated Deferred Compensation and
Stock Award Plan, as it may be amended from time to time.  1.18Separation from Service
shall mean an Executives separation from service with the Company and its
Affiliates within the meaning of Section 409A(a)(2)(A)(i) of the
Code.  3


1.19Share Account means the
account created by the Company pursuant to Article III of this Plan in
accordance with an election by an Executive to defer Compensation and receive
share-related compensation under Article II hereof.  1.20Shares means the common
shares of the Company, par value $0.001 per share.  1.21Subsidiary means with
respect to any Person, any corporation, joint venture, partnership, limited
liability company or other entity of which such Person, directly or indirectly,
owns or controls capital stock (or other equity interests) representing more
than fifty percent (50%) of the general voting power under ordinary
circumstances of such entity.  1.22Year means any calendar
year.  1.23He, Him or His
shall apply equally to male and female members of the Board.  ARTICLE II  ELECTION TO DEFER  2.1An Executive may elect,
on or before December 31, 2006, to irrevocably defer payment, in the
aggregate, of no less than $250,000 and no more than $1 million of all
Compensation to be earned during the Bonus Year following the Year in which such
election is made.  In addition, any
person who shall become an Executive during the Bonus Year, and who was not an
Executive of the Company on the preceding December 31 or otherwise an
employee of the Company or any of its Subsidiaries who participated in any
other deferred compensation plan of the Company or any of its Subsidiaries, may
elect, before the employee becomes an Executive (but in no event later than
thirty (30) days after the date such person first becomes eligible to
participate in this Plan), to defer payment of all or a specified part of such
Compensation earned during the remainder of such Bonus Year.  Any Compensation deferred pursuant to this Section 2.1
shall be paid to the Executive at the time(s) and in the manner specified
in Article IV hereof.  2.2The election to
participate in the deferred compensation portion of the Plan shall be
designated by submitting a letter in the form attached hereto as Appendix A
(the Election Form) to the Executive Vice President of Human Resources
or General Counsel of the Company.  ARTICLE III  DEFERRED COMPENSATION ACCOUNTS  3.1The Company shall
maintain separate accounts on its books and records for the Compensation
deferred by each Executive, based on the elections each Executive has made.  4


3.2If an Executive has
elected to defer a portion of his Compensation, the Company shall credit, on
the tenth business day following the date the Company pays the Executives
Compensation in respect of the Bonus Year, an account (the Share Account)
established for each Executive with the number of hypothetical Shares equal to (x) the
deferred Compensation otherwise payable to the Executive in respect of the
Bonus Year as to which an election to receive Share-related deferred
compensation has been made, divided by (y) the then most recently
determined Fair Market Value of one Share.  3.3The Company shall
credit, within ten business days after the date that any dividends are paid
with respect to the hypothetical Shares, the Share Account of each Executive
who has elected to defer Compensation with the number of hypothetical Shares
equivalent to (x) the product of (a) the amount of any dividend paid,
multiplied by (b) the number of hypothetical Shares represented in the
relevant Executives Share Account, divided by (y) the then most recently
determined Fair Market Value of one Share.  3.4If adjustments are made
to the authorized or issued share capital of the Company as a result of
split-ups, recapitalizations, mergers, consolidations, or other corporate events,
an appropriate adjustment shall also be made in the number of hypothetical
Shares credited to each Executives Share Account.  3.5The value of such
Shares shall be computed to two decimal places.  3.6The Executives Share
Accounts shall be bookkeeping entries that will not represent any beneficial
interest in any assets of the Company. 
No Executive shall have any property interest whatsoever in any assets
of the Company by reason of the existence of any credit balance in any Share
Account.  ARTICLE IV  PAYMENT OF DEFERRED COMPENSATION  4.1Subject to Section 7.2,
amounts contained in an Executives Share Account shall be distributed no later
than the tenth business day following the earlier to occur of (i) January 1
of the Year following the Year in which any Separation from Service occurs and (ii) the
date that an Executive designates on the Election Form as the date of
distribution; so long as any such date shall constitute a permissible time or
event upon which a distribution may be made under Section 409A(a)(2)(A) of
the Code.  The total amounts credited to
an Executives Share Account shall be paid in Shares (equal to the number of
hypothetical Shares that have accumulated in the Executives Share Account
pursuant to Article III), unless the Company elects to pay total amounts
credited to an Executives Share Account in cash.  If the Company elects to make the payment in
cash, the cash payment will be equal to (x) the number of Shares credited
to an Executives Share Account, multiplied by (y) the then most recently
determined Fair Market Value of one Share, provided, however, any
such cash payment made as a result of any Separation from Service  5


will be equal to (x) the number of
Shares credited to an Executives Share Account, multiplied by (y) the
applicable repurchase price otherwise payable for Shares held by the Executive,
depending upon the circumstances under which the Separation from Service
occurs, as set forth in Section 6(a), (b) or (c) of the
Management Stockholders Agreement, as applicable.  4.2Each Executive shall
have the right to designate a beneficiary who is to succeed to his right to
receive payments hereunder in the event of his death.  Any designated beneficiary shall receive
payments in the same manner as the Executive would have received payments if he
were living.  No designation of
beneficiary or change in beneficiary shall be valid unless made in writing
signed by the Executive and filed with the Executive Vice President of Human
Resources or General Counsel of the Company.  ARTICLE V  STOCK AWARDS AS PAYMENT OF COMPENSATION  5.1An Executive may elect,
on or before December 31, 2006, to irrevocably receive currently in Shares
payment of up to 100% of the difference, if any, between (i) the amount of
Compensation earned during the Bonus Year and deferred pursuant to Article II
above, and (ii) $1,000,000.  Any
person who shall become an Executive during any Bonus Year, and who was not an
Executive of the Company on the preceding December 31, may elect, before
the employee becomes an Executive (but in no event later than thirty (30) days
after the date such person first becomes eligible to participate in this Plan),
to receive current payment in Shares of all or a specified part of such
Compensation earned during the remainder of such Bonus Year.  Any Compensation paid currently in Shares
pursuant to this Section 5.1 shall be paid to the Executive in the manner
specified in Section 5.3 hereof.  5.2The election to
participate in the stock award portion of the Plan shall be designated on the
Election Form.  5.3If an Executive has
elected to receive a portion of his Compensation currently in Shares, the
Company shall issue to the Executive or purchase in the open market on behalf
of the Executive, on the tenth business day following the date the Company pays
the Executives Compensation in respect of the Bonus Year, the number of Shares
equal to (x) the Compensation otherwise payable to the Executive in
respect of the Bonus Year as to which an election to receive Shares currently
has been made, divided by (y) the then most recently determined Fair
Market Value of one Share.  6


ARTICLE VI  GENERAL PROVISIONS  6.1The Committee shall
administer and interpret the Plan in its sole discretion, and the Company shall
maintain the Plan at its expense.  All
decisions made by the Committee with respect to issues hereunder shall be final
and binding on all parties.  The Company
shall indemnify and hold harmless the Committee against any and all claims,
loss, damage, expense or liability arising from any action or failure to act
with respect to this Plan, except in the case of gross negligence or willful
misconduct.  6.2Except to the extent required
by law, the right of any Executive or any beneficiary to any benefit or to any
payment hereunder shall not be subject in any manner to attachment or other
legal process for the debts of such Executive or beneficiary, and any such
benefit or payment shall not be subject to alienation, sale, transfer
assignment or encumbrance.  6.3The Company may, but
shall not be obligated to, reserve Shares, purchase Shares in the open market,
and issue Shares for the purpose of providing for the payment of obligations
arising under this Plan; provided, however, that in the event
applicable securities laws so require, the Shares to be issued under this Plan
shall be issued out of the 2006 Equity Plan for Key Employees of Capmark
Financial Group Inc. and its Affiliates.  6.4All payments made
hereunder to an Executive or his or her beneficiary shall be subject to the
withholding of such amounts by the Company as it reasonably may determine it is
required to withhold pursuant to any applicable Federal, state, local or foreign
law or regulation.  Additionally, to the
extent that amounts deferred by an Executive under the Plan are subject to
Social Security or Medicare tax (collectively, FICA Tax) or other
taxes when such amounts are deferred, the Company may (i) withhold for
such taxes from the non-deferred portion of Compensation payable to the
Executive at such time, (ii) reduce such Executives Share Account in a
manner specified by the Committee (and consistent with Section 409A of the
Code) to pay the applicable FICA Tax withholdings and any additional Federal,
state, local or foreign taxes thereon, or (iii) allow the Executive to
remit to the Company, no later than five business days after the date such
taxes are due, an amount in cash (payable by wire transfer or certified check)
equal to the amount of such taxes due.  6.5This Plan is intended
to be a non-qualified, unfunded deferred compensation arrangement.  Nothing contained herein shall be deemed to
give an Executive, an Executives beneficiary, or any other Person any interest
in the assets of the Company or create any kind of fiduciary relationship
between the Company and any such Person. 
To the extent that any Person acquires a right to receive payments from
the Company under the Plan, such right shall be no greater than the right of
any unsecured general creditor of the Company.  7


6.6This Plan is an
unfunded plan that is either not classified as an employee pension benefit
plan or pension plan within the meaning of Section 3(2) of the
Employee Retirement Income Security Act of 1974, as amended (ERISA),
or is an unfunded plan maintained primarily to provide deferred compensation
benefits for a select group of management or highly compensated employees
within the meaning of Sections 201, 301, and 401 of ERISA, and therefore may be
exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA upon the
making of certain filings with the U.S. Department of Labor.  6.7Whenever notice is
required or permitted by this Plan to be given to an Executive, such notice
shall be in writing (including electronic mail, facsimile or similar writing)
and shall be given to any Executive at his or her address or electronic mail
address or facsimile number shown in the Companys books and records.  Each such notice shall be effective (i) if
given by electronic mail or facsimile, upon electronic confirmation of receipt,
or (ii) if given by any other means, when delivered to and receipted for
at the address of such Executive, as the case may be, specified as
aforesaid.  Notices to the Company or the
Committee under the Plan shall be sufficient if in writing and hand delivered
or sent by registered or certified mail. 
Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.  Any
such notice shall be directed to the attention of the Committee at the Companys
address and shall comply with such other requirements as the Committee may
establish from time to time.  ARTICLE VII  AMENDMENT OF PLAN; CHANGE IN CONTROL;  GOVERNING LAW; DISPUTE RESOLUTION; SECTION 409A  7.1The Plan may be
amended, suspended or terminated in whole or in part from time to time by the
Board except that no amendment, suspension, or termination shall apply to the
payment to any Executive or beneficiary of a deceased Executive of any amounts
previously credited to an Executives Share Account.  7.2In the event of a
Change in Control, all amounts contained in each Executives Share Account
shall be distributed (in a lump sum, cash payment or in Shares, as the
Executive shall elect on the Election Form) no later than the tenth business
day following the date of the Change in Control.  If the Executive elects to receive the
payment in cash, the cash payment will be equal to (x) the number of
Shares credited to an Executives Share Account, multiplied by (y) the
Fair Market Value of one Share on the date of the Change in Control.  7.3This Plan shall be
governed by and construed and enforced in accordance with the laws of New York.  8


7.4If any contest or
dispute arises with respect to the Plan, such contest or dispute shall first be
attempted to be resolved in accordance with the claims procedures set forth in Article VIII
below.  If the contest or dispute cannot
be settled through such procedures, the parties agree to binding arbitration
for resolution in New York, New York.  If
any contest or dispute arises with respect to the Plan, and such contest or
dispute is not resolved pursuant to the claims procedures set forth above, this
Plan shall be governed by and construed and enforced in accordance with the
laws of New York.  7.5Notwithstanding any
other provision of the Plan, this Plan is intended to comply with Section 409A
of the Code (Section 409A) and shall at all times be interpreted
in accordance with such intent.  In
furtherance thereof, no payments may be deferred, accelerated, extended, paid
out or modified under the Plan other than to the extent permitted under Section 409A.  7.6Notwithstanding
anything in this Plan to the contrary, if an Executive is a Specified Employee
(as defined under Section 409A) at the time of his or her Separation from
Service, any payments due hereunder upon a Separation from Service that are
deemed to constitute deferred compensation that would be made within the
six-month period immediately following the Separation from Service shall
instead be made on the first business day following the date that is six months
following such Separation from Service. 
The Company shall have no liability to any Executive for any failure to
comply with Section 409A hereunder.  7.7To the extent that the
Company determines that Executives may be given greater flexibility to modify
or revoke deferral elections under the Plan in a manner consistent with Section 409A
(based on future guidance promulgated by the Internal Revenue Service and the
Treasury Department from time to time), the Company may (but shall not be
obligated to) amend the Plan to provide for such greater flexibility.  ARTICLE VIII  CLAIMS PROCEDURE  8.1Distributions of
amounts from Share Accounts shall be made in accordance with the provisions of
this Plan.  If an Executive makes a
written request alleging a right to receive a distribution of amounts under
this Plan, such action shall be treated as a claim for benefits.  All claims for benefits under this Plan shall
be mailed or delivered to the Committee in writing.  8.2If the Committee
determines that any individual who has claimed a right to receive benefits
under this Plan is not entitled to receive all or any part of the benefits
claimed, the Committee shall notify the claimant in writing of such determination
and the reasons therefor.  The notice
shall be sent within 90 days after receipt of the claim unless the Committee
determines that additional time, not exceeding 90 days, is needed and so
notifies the Executive.  The notice shall  9


make specific reference to the pertinent Plan
provisions on which the denial is based, and shall describe any additional
material or information that is necessary. 
Such notice shall, in addition, inform the claimant of the procedure
that the claimant should follow to take advantage of the review procedures set
forth below in the event the claimant desires to contest the denial of the
claim.  8.3The claimant may,
within 60 days after receipt of notification of the denial of a claim submitted
hereunder, submit in writing to the Committee a notice that the claimant
contests the denial of his or her claim and desires a further review by the
Company.  Upon request and free of
charge, the Company shall provide the claimant reasonable access to all
pertinent documents, records and other information.  The Company shall also authorize the claimant
to submit issues and comments relating to the claim to the Company, which shall
review the claim, including any new information submitted by the claimant.  8.4The Company shall
render a final decision on a claim submitted hereunder and contested with
specific reasons therefor in writing and shall transmit it to the claimant
within 60 days after receipt of the claimants request for review, unless the
Company determines that additional time, not exceeding 60 days, is needed, and
so notifies the Executive.  In the event
of a dispute or contest with respect to such final decision, such dispute or
contest shall be resolved pursuant to Section 7.4.  Adopted and effective, as
amended and restated, the 29th day
of October, 2008.  10


APPENDIX A  CAPMARK FINANCIAL GROUP INC. EXECUTIVE COMPENSATION DEFERRAL ELECTION
NOTICE  Date: 
                    
  , 200  I hereby
elect, pursuant to the Capmark Financial Group Inc. Executive Amended and
Restated Deferred Compensation and Stock Award Plan (the Plan), to
defer receipt, in the aggregate, of no less than $250,000 and no more than
$1,000,000 of my Compensation payable in respect of the Bonus Year following
the Year in which this election is made, in accordance with my elections
indicated below.  Capitalized terms not
defined herein are defined in the Plan.  (1)I elect to have my Compensation deferred as
follows:  An
amount of my aggregate Compensation payable for the Bonus Year equal to the
greater of  (x)                 %
of such amount or (y) $  shall
be deferred to my Share Account, to which the Company will credit hypothetical
Shares in the manner set forth in the Plan. 
However, I understand that in no event will I be permitted to
defer less than $250,000 or more than $1,000,000, such that if (i) the
percentage I elect in (x) above is greater than zero but less than
$250,000, the Company will nevertheless automatically defer a full $250,000 of
Compensation payable for the Bonus Year and (ii) if the percentage I elect
in (x) above is greater than $1,000,000, the Company will only defer
$1,000,000, and I will receive the excess of my Compensation in cash.  I
further understand that in the event my aggregate Compensation payable for the
Bonus Year does not exceed $250,000, I will receive the entire amount of my
Compensation payable for the Bonus Year in cash.  (2)I understand that my Share Account generally
shall become payable on a specified date on which I elect to receive payment of
my deferred Compensation (the Election Date), but in any event on the
earlier to occur of (i) January 1 of the Year following the Year in
which any Separation from Service occurs and (ii) the date of the
occurrence of a Change in Control.  My
Election Date is the following: 
                              ,
20     (e.g., January 1, 2010).  I
elect to receive the payments due to me pursuant to the Plan in the event of a
Change in Control as follows (check the method desired below):  in
a cash, lump sum payment  in
Shares  11


(3)The remainder of my Compensation shall not
be deferred into hypothetical Shares, and shall be payable to me currently as
follows:  An
amount of my aggregate Compensation for the Bonus Year equal to  (x) $                          
or (y)                       %,
which in any event may not be more than the amount of the difference, if any,
between (i) the amount of Compensation earned during the Bonus Year and
deferred as set forth in paragraph (1) above and (ii) $1,000,000,  shall
be paid to me in Shares at such time(s) as annual bonuses or incentive
compensation are otherwise paid, in accordance with the Plan.  I understand
that the remainder of my aggregate Compensation for the Bonus Year (and any
amount of my aggregate Compensation for the Bonus Year that is in excess of
$1,000,000) shall be paid to me in cash at such time(s) as annual bonuses
or incentive compensation is otherwise paid, in accordance with the applicable
plan.  I further
understand that (i) to the extent I make no election under this Election
Notice or do not designate the manner in which any portion of my Compensation
that I elect to receive currently shall be payable to me, I will receive such
portion(s) of my Compensation in cash; and (ii) all elections I have
made above with respect to current receipt of my Compensation applicable to a
particular Year may not be amended or revoked with respect to the Bonus Year.  In the event
of my death prior to receipt of all or any balance of such Compensation and
dividends, if any, thereon so accumulated, I designate
                                  
as my beneficiary to receive Shares (or, if applicable, the funds) payable.  Acknowledged and Agreed this        day
of
                            ,
200    .   Executive  12