Exhibit 5.1



                                FIRST BANKS, INC.
                    NON-QUALIFIED DEFERRED COMPENSATION PLAN

     (Originally Effective as of September 1, 1999 and Restated herein to be
                       Effective as of September 1, 2006)



<PAGE>



                                              TABLE OF CONTENTS
                                              -----------------


<TABLE>
<CAPTION>



ARTICLE I -- Purpose and Effective Date

<C>         <C>                                                                                              <C>
1.1.        Purpose..........................................................................................1
1.2.        Effective Date...................................................................................1

ARTICLE II -- Definitions

2.1.        Account..........................................................................................1
2.2.        Affiliate........................................................................................1
2.3.        Beneficiary......................................................................................1
2.4.        Board of Directors...............................................................................1
2.5.        Bonus Deferral Commitment........................................................................1
2.6.        Cause............................................................................................2
2.7.        Code.............................................................................................2
2.8.        Company..........................................................................................2
2.9.        Company Contribution Account.....................................................................2
2.10.       Compensation.....................................................................................2
2.11.       Compensation Deferral............................................................................3
2.12.       Compensation Deferral Agreement..................................................................3
2.13.       Director.........................................................................................3
2.14.       Disability.......................................................................................3
2.15.       Discretionary Contribution.......................................................................3
2.16.       Distribution Date................................................................................3
2.17.       Early Retirement Date............................................................................3
2.18.       Elective Deferral Account........................................................................3
2.19.       Employee.........................................................................................3
2.20.       Employer.........................................................................................4
2.21.       Measurement Funds................................................................................4
2.22.       Normal Retirement Age............................................................................4
2.23.       Participant......................................................................................4
2.24.       Plan.............................................................................................4
2.25.       Plan Administrator...............................................................................4
2.26.       Plan Year........................................................................................4
2.27.       Separation from Service..........................................................................4
2.28.       Unforeseeable Emergency..........................................................................4
2.29.       Valuation Date...................................................................................5
2.30.       Year of Service..................................................................................5

ARTICLE III -- Eligibility and Participation

3.1.        Eligibility......................................................................................5
3.2.        Participation....................................................................................5
3.3.        Partial Year Participation.......................................................................6

ARTICLE IV -- Elective Deferrals

4.1.        Compensation Deferrals and Deferral Election.....................................................6
4.2.        Deferral Limits and Procedures...................................................................6
4.3.        Performance Based Compensation...................................................................7
4.4.        Change of Status.................................................................................7
4.5.        Election of Form of Payment......................................................................7

ARTICLE V -- Participant Accounts, Credit of Contributions, Investment Returns and Vesting

5.1.        Establishment of Accounts........................................................................8
5.2.        Crediting Compensation Deferrals to Elective Deferral Accounts and Tax Withholding...............8
5.3.        Crediting Discretionary Contributions to Company Contribution Accounts...........................8
5.4.        Earnings (or Losses) on Account:  Self-Discretion of Account Investment..........................8
5.5.        Risk of Loss.....................................................................................9
5.6.        Valuation of Accounts...........................................................................10
5.7.        Vesting of Accounts.............................................................................10
5.8.        Statement of Account............................................................................11

ARTICLE VI -- Allocation of September 1, 2006 Account Balances
<PAGE>

ARTICLE VII -- Payments to Participants

7.1.        Distributions...................................................................................11
7.2.        Unforeseeable Emergency.........................................................................11
7.3.        Distributions Upon Death........................................................................12
7.4.        Distribution Upon Disability....................................................................12
7.5.        Election of Distribution Date and Form of Payment for Commencement of Distributions.............12
7.6.        Uniform Time for Commencement of Distributions..................................................13
7.7.        Effect of Reemployment Upon Distributions.......................................................14
7.8.        Installment Payments............................................................................14
7.9.        Change in Election..............................................................................14
7.10.       Small Accounts..................................................................................15
7.11.       Valuation of Payments...........................................................................15
7.12.       Delay of Payment for Specified Employees - Public Employer Deferral.............................15
7.13.       Effect of Code Section 4999.....................................................................15
7.14.       Withholding Taxes...............................................................................15
7.15.       Distribution from Account.......................................................................16
7.16.       Form of Payment.................................................................................16

ARTICLE VIII -- Beneficiary Designation

8.1.        Beneficiary Designation.........................................................................16
8.2.        Changing Beneficiary............................................................................16
8.3.        Effect of Payment...............................................................................17

ARTICLE IX -- Administration

9.1.        Plan Administrator..............................................................................17
9.2.        Agents..........................................................................................17
9.3.        Binding Effect of Decisions.....................................................................17
9.4.        Indemnification of Plan Administrator and Others................................................17

ARTICLE X -- Claims Procedures

10.1.       Claims..........................................................................................17
10.2.       Claim Decision..................................................................................18
10.3.       Review of Claim Denial..........................................................................18
10.4.       Effect of Claim and Appeal Process..............................................................18
10.5.       Time for Filing Suit............................................................................19

ARTICLE XI -- Miscellaneous

11.1.       Unfunded Plan...................................................................................19
11.2.       Unsecured General Creditor......................................................................19
11.3.       Payment Responsibility and Trust Fund...........................................................19
11.4.       Expenses of Administration......................................................................20
11.5.       Inability to Locate Participant or Beneficiary..................................................20
11.6.       No Contract of Employment.......................................................................20
11.7.       Obligations to Company..........................................................................20
11.8.       No Liability for Action or Omission.............................................................20
11.9.       Non-Alienation of Benefits......................................................................20
11.10.      Payment to Incompetents or Minors...............................................................21
11.11.      Liability for Benefit Payments and Successorship................................................21
11.12.      Governing Law and Venue for Disputes............................................................21
11.13.      Correction of Defects...........................................................................21
11.14.      Severability of Provisions......................................................................21
11.15.      Acceptance of Terms.............................................................................21
11.16.      Action by the Company...........................................................................21
11.17.      No Fiduciary Relationship.......................................................................22

ARTICLE XII -- Employer Participation

12.1.       Adoption of Plan................................................................................22
12.2.       Withdrawal from the Plan by an Employer.........................................................22

ARTICLE XIII -- Change of Control

13.1.       Overriding Provisions Applicable During a Restricted Period.....................................22
13.2.       Suspension of Part of All of the Overriding Provisions..........................................22
13.3.       Definitions.....................................................................................23
13.4.       Benefits Vested on Restricted Date..............................................................24
13.5.       Prohibition Against Amendment...................................................................24

ARTICLE XIV -- Amendment, Termination and Vesting

14.1.       Amendment.......................................................................................24
14.2.       Termination.....................................................................................24
14.3.       Vesting.........................................................................................24
14.4.       Acceleration of Payments........................................................................25
14.5.       Notice..........................................................................................25

</TABLE>

<PAGE>
                                FIRST BANKS, INC.
                    NON-QUALIFIED DEFERRED COMPENSATION PLAN

                                    ARTICLE I
                           Purpose and Effective Date
                           --------------------------

         1.1    Purpose. The Company has established this Plan primarily for the
                -------
purposes of providing  deferred  compensation,  incentive  pay and  supplemental
retirement  benefits  for a select  group of  management  or highly  compensated
employees of the Company and other Employers.

         The terms of this Plan are  intended  to and  shall be  interpreted  to
comply with the provisions of Code Section 409A and regulations thereunder.  The
Plan  Administrator  is authorized to take any actions or make any amendments to
ensure compliance.

         1.2    Effective Date. This   Plan   was  originally  effective  as  of
                --------------
September 1, 1999. This Restatement  shall be effective as of September 1, 2006.
This Plan shall  apply to  Compensation  which is earned  thereafter  and to the
interests  of  Participants  and  their  accrued  benefits  under the Plan as it
existed prior to the date of this Restatement.

                                   ARTICLE II
                                   Definitions
                                   -----------

         The following definitions will be used in the Plan:

         2.1    Account.  "Account" means the account(s) maintained on the books
                -------
of the Company used solely to calculate the amount  payable to each  Participant
who defers  Compensation  or receives  an  allocation  of Company  Contributions
hereunder  The balance of each  Participant's  Account(s)  shall equal the total
value of the Participant's Plan benefit.

         2.2    Affiliate.  "Affiliate" means (1) a corporation that is a member
                ---------
of the same  controlled  group of  corporations  (within  the meaning of Section
414(b) of the Code) as the  Company,  (2) a trade or  business  (whether  or not
incorporated)  under common control (within the meaning of Section 414(c) of the
Code) with the Company, (3) any organization  (whether or not incorporated) that
is a member of an affiliated service group (within the meaning of Section 414(m)
of the Code) that includes the Company, a corporation described in clause (1) of
this  subdivision  or a  trade  or  business  described  in  clause  (2) of this
subdivision,  or (d) any other entity that is required to be aggregated with the
Company pursuant to Regulations promulgated under Section 414(o) of the Code.

         2.3    Beneficiary.  "Beneficiary"  means  the person(s) or entity(ies)
                -----------
designated  under  Article  VIII to  receive  Plan  payments  in the  event of a
Participant's death.

         2.4    Board of Directors.  "Board  of  Directors"  means  the Board of
                ------------------
Directors of First Banks, Inc.

         2.5    Bonus Deferral Commitment.  "Bonus  Deferral  Commitment"  means
                -------------------------
that portion of an Employee  Participant's annual,  quarterly incentive or other
bonus  compensation which a Participant may be entitled to receive whose receipt
the Participant has elected to defer pursuant to Article IV.

         2.6    Cause. "Cause"  means  Separation  from Service of a Participant
                -----
for any of the following actions committed by a Participant in connection with a
Participant's  employment by or  association  with the Company or any Affiliate:
(1)  the  Participant's   gross  negligence,   fraud  or  dishonesty,   (2)  the
Participant's  conviction of, or entering a plea of guilty or nolo contendere to
a crime, or (3) the Participant's willful violation of any significant policy of
the Company or any of its  Affiliates.  Whether the Separation of Service is for
Cause  shall  be  determined  by the  Plan  Administrator  in its  judgment  and
discretion.

         2.7.   Code. "Code" means the Internal Revenue Code of 1986, as amended
                ----
(and any regulations thereunder).

         2.8    Company. "Company"   means   First  Banks,  Inc.,  a    Missouri
                -------
corporation.

         2.9    Company Contribution Account.  "Company  Contribution   Account"
                ----------------------------
means the Account maintained in accordance with Section 5.3 to which all Company
Contributions  are to be  credited  for the  benefit of a  Participant  plus all
deemed investment earnings (or loss) thereon.
<PAGE>
         2.10   Compensation.
                ------------

         (a)    "Compensation"  means  compensation  payable to a Participant by
the Company or an Employer for services rendered.  This includes a Participant's
(i)  base  salary  as in  effect  from  time to time  during a Plan  Year,  (ii)
commissions  earned  during a Plan  Year,  (iii) fees paid to  directors  of the
Company and  Employers  and (iv) annual,  quarterly  incentive or other  bonuses
whose receipt is determined to be eligible to be deferred under this Plan earned
during a Plan Year.

         (b)    None  the  following shall be treated as Compensation hereunder:
(i)  payments  from  this  Plan  or  any  other  Company  nonqualified  deferred
compensation plan; (ii) payments from any Company tax qualified  retirement plan
or other  retirement  plan,  (iii)  any  payments  of  severance,  severance  or
termination  compensation,  (iv) any form of non-cash  compensation  or employee
benefits,  including disability payments, group life insurance premiums,  income
from the exercise of non-qualified stock options or disqualifying disposition of
incentive  stock  options,  or realized upon vesting of restricted  stock or the
delivery of shares in respect of restricted  stock units (or other similar items
of equity compensation); (v) expense reimbursements; or (vi) any other payments,
imputed  income  (such as for  personal use of Company  autos,  clubs,  etc.) or
benefits other than normal Compensation as determined by the Plan Administrator.

         (c)    Compensation  shall  be  limited exclusively to pay and earnings
for  services  rendered  prior to the time an Employee  or Director  Participant
separates from the services of the Company and its Affiliates.

         (d)    Notwithstanding  the  foregoing,  the Plan Administrator retains
complete  discretion  to  determine  whether to include or exclude  any items of
compensation or earnings as Compensation.

         2.11   Compensation  Deferral.  "Compensation   Deferral"   means  that
                ----------------------
portion of a  Participant's  Compensation  whose  receipt  the  Participant  has
elected to defer in accordance with an annual irrevocable election made pursuant
to Articles III and IV.

         2.12   Compensation  Deferral  Agreement.    "Compensation     Deferral
                ---------------------------------
Agreement,"  "Deferral  Agreement" or "Deferral Election" means an authorization
filed with the Plan  Administrator  by an Employee or  Director  Participant  to
elect a Compensation Deferral for a Plan Year and provide the time and manner of
distribution and investment of Account balances.

         2.13   Director. "Director" means a member of the board of directors of
                --------
the Company.

         2.14   Disability.   "Disability"  means  that a Participant either is:
                ----------
(a)  unable to  engage  in any  substantial  gainful  activity  by reason of any
medically  determinable  physical or mental  impairment which can be expected to
result in death or can be expected to last for a  continuous  period of not less
than twelve (12) months, or (b) by reason of any medically determinable physical
or mental impairment which can be expected to result in death or can be expected
to last for a  continuous  period of not less than  twelve  (12)  months  and is
receiving  income  replacement  benefits for a period of not less than three (3)
months under an accident or health plan covering  employees of the Participant's
Employer.  A  Participant  who has been  determined  to be  eligible  for Social
Security  disability  benefits  shall be  presumed  to be  disabled.  Whether  a
Participant  is Disabled shall be determined by the Plan  Administrator  who may
rely on the opinion of a physician  selected by the Plan  Administrator for such
purpose.

         2.15   Discretionary Contribution.  "Discretionary Contribution"  means
                --------------------------
any amount  credited  to a  Participant's  Company  Contribution  Account  under
Article V.

         2.16   Distribution Date. "Distribution Date" means  the  date on which
                -----------------
the  Participant  becomes  entitled to receive a  distribution  as  specified in
Article VII.

         2.17   Early Retirement Date. "Early Retirement Date" means the date on
                ---------------------
which an Employee or Director  Participant  separates from service with at least
10 years of service and has attained age 55.

         2.18   Elective Deferral Account. "Elective Deferral Account" means the
                -------------------------
Account   maintained  in  accordance   with  Section  4.1  to  which  all  of  a
Participant's  elective Compensation Deferrals shall be credited plus all deemed
investment earnings (or loss) thereon.
<PAGE>

         2.19   Employee. "Employee" means a common law employee of  the Company
                --------
or an  Employer.  Any person  whom the Plan  Administrator  determines  to be an
independent contractor,  leased employee or consultant,  pursuant to contract or
otherwise,  shall not be under any circumstances be eligible to be a Participant
regardless of whether such person  otherwise has been  determined to be a common
law employee pursuant to decision of an administrative agency or judicial body.

         2.20   Employer.  "Employer"   means  the  Company  and  any  Affiliate
                --------
designated by the Plan Administrator as eligible to participate in this Plan and
whose  Employees,  as  designated  by the Plan  Administrator,  are  eligible to
participate under this Plan.

         2.21   Measurement  Funds.  "Measurement  Funds"  means  one  or   more
                ------------------
independently  established funds,  indices or measurement  devices identified by
the Plan Administrator. These are used solely to calculate the investment return
(or loss) that is credited to each Participant's  Account(s) pursuant to Article
V and do not represent any beneficial  interest of any  Participant in any asset
or other  property of the Company or an Affiliate.  A Measurement  Fund may be a
hypothetical  measurement  or be  associated  with a  publicly  traded or actual
measure of investment performance. The determination of the increase or decrease
in the  performance  of  each  Measurement  Fund  shall  be  made  by  the  Plan
Administrator in its discretion.

         2.22   Normal Retirement Age. "Retirement Age" means the date on  which
                ---------------------
a Employee or Director  Participant  has  Separated  from  Service  after having
attained age 65.

         2.23   Participant. "Participant" means any Employee who  satisfies the
                -----------
eligibility  requirements of Article III and elects to participate including (a)
former  Employees  who have Account  balances  until such time as those  Account
balances  have been  completely  distributed  and (b)  Employees who do not have
Account  balances  but who are  eligible to  participate  and make  Compensation
Deferrals. In the event of the death or incompetence of a Participant,  the term
means his or her Beneficiary or personal representative.

         2.24   Plan. "Plan"  means  this  Plan,  the  First  Banks,  Inc.  Non-
                ----
Qualified Deferred Compensation Plan, as amended from time to time.

         2.25   Plan Administrator. "Plan Administrator"  means the committee or
                ------------------
the individual  appointed by the Company's Board of Directors to administer this
Plan  pursuant  to Article  IX. In the  absence of a  direction  by the Board of
Directors  to the  contrary,  the Plan  Administrator  shall be the Senior  Vice
President of Human Resources.

         2.26   Plan Year. "Plan Year"  means  the consecutive twelve (12) month
                ---------
period  beginning on each January 1st and ending on each  immediately  following
December 31st.

         2.27   Separation from Service. "Separation  from Service,"  "Separates
                -----------------------
from  Service," or "Separated  from Service"  means  termination  of an Employee
Participant's  employment  with the  Company and all of its  Affiliates  for any
reason.  In case of a  Participant  who is a Director,  Separation  from Service
means the  person  ceases to be a  Director  of the  Company  has no  reasonable
expectation of the person immediately resuming such position.

         2.28   Unforeseeable  Emergency.  "Unforeseeable  Emergency"   means  a
                ------------------------
severe  financial  hardship to a  Participant  resulting  from (a) an illness or
accident to the Participant,  the Participant's spouse or dependents (as defined
in Section  152(a) of the Code),  (b) a  Participant's  loss of property  due to
casualty or (c) other similar and extraordinary and unforeseeable  circumstances
arising as a result of events beyond the control of the Participant and (d) each
of which constitutes an Unforeseeable Emergency as defined in regulations issued
under Code Section 409A.

         Whether  a  Participant  has  an   Unforeseeable   Emergency  shall  be
determined in the sole discretion of the Plan Administrator.

         2.29   Valuation Date.  "Valuation Date" means  each business day which
                --------------
is considered to be any day the New York Stock Exchange is open for trading.

         2.30   Year of Service. "Year of Service" means each continuous twelve-
                ---------------
month period of employment with the Company or any Affiliate.

<PAGE>

                                  ARTICLE III
                          Eligibility and Participation
                          -----------------------------

         3.1  Eligibility.   Subject   to   such   additional   conditions    or
              -----------
considerations  which the Plan  Administrator may establish from time to time, a
person is eligible  to  participate  in this Plan only if the person:  (a) is an
Employee  or  Director,  (b) is a Vice  President  or above of the Company or an
Employer,  and for Plan Years commencing on or after January 1, 2008 is a Senior
Vice President of the Company or its  equivalent,  (c) has an annual base salary
or expected  level of recurring  commissions,  or a  combination  of both, of at
least  $100,000 per Plan Year for Plan Years ending prior to January 1, 2008 and
$125,000 for Plan Years  commencing on and after  January 1, 2008,  (d) would be
considered  a member of the  Company's  or an  Employer's  management  or highly
compensated and (e) is affirmatively  designated as by the Plan Administrator to
be a Participant. After an Employee has been designated a Participate, he or she
may continue to make  Compensation  Deferrals in subsequent Plan Years,  even if
the  Participant  no  longer  satisfies  the  foregoing  criteria,  as the  Plan
Administrator determines appropriate.

         A Participant  who is not an Employee or Director shall not be eligible
to (i) make Compensation  Deferrals or (ii) receive allocations of Discretionary
Contributions.

         3.2    Participation.
                -------------

                (a)    Deferral Election. Except for Discretionary Contributions
                       -----------------
made by the  Company,  participation  in the Plan is  voluntary.  An Employee or
Director who is eligible to become a Participant  becomes an actual  Participant
by completing a Compensation  Deferral  Agreement in such form and manner as the
Plan Administrator may prescribe.

                (b)    Time for Completion of Election. An  Employee or Director
                       -------------------------------
Participant  shall make  Compensation  Deferrals  hereunder only by submitting a
properly  completed  election to defer receipt of Compensation,  i.e. a Deferral
Election,  to the  Plan  Administrator  by  December  31 (or such  earlier  date
established by the Administrator) of the calendar year immediately preceding the
Plan Year to which the Agreement applies.

                (c)    Effective   Period  and  Irrevocability  of  Compensation
                       ---------------------------------------------------------
Deferral Commitment.
-------------------

                       (i)  All Deferral Agreements shall  be effective only for
Compensation  payable  and  for  services  to be  performed  subsequent  to  the
effective  date of the Election and with respect to the  following  Plan Year to
which it pertains.  Compensation  Deferral Agreements shall be in effect for the
Plan Year  immediately  succeeding  the date upon which it is  executed  (or the
remainder of the Plan Year to which the Agreement is to be applicable) and shall
cease to be effective at the close of that Plan Year.

                       (ii) After a Plan Year has started, Compensation Deferral
Agreements  made for such Plan Year shall be  irrevocable  for the  remainder of
that Plan Year and may not be modified  during such Year except as  specified in
(d) below.

                (d)    Notwithstanding  the  foregoing, a  Compensation Deferral
Agreement  shall be terminated if (i) required for the  Participant  to obtain a
hardship distribution under a qualified plan with a cash or deferred arrangement
under Code section  401(k) or (ii)  requested by the  Participant  because of an
Unforeseeable  Emergency.  Any resumption of  Compensation  Deferrals under this
Plan shall be made only at the election of the Participant under Article III and
in accordance with regulations under Code Section 409A.

                (e)    Minimum Deferral Period.  Unless  earlier distribution is
                       -----------------------
permitted  hereunder,  receipt of all Compensation  Deferrals and  Discretionary
Contributions credited hereunder shall be deferred for a minimum of two (2) full
Plan Years  after the Plan Year during  which such  Deferrals  or  Contributions
would have been  payable to  Participant  and are then  actually  credited  to a
Participant's Accounts.

         3.3    Partial Year Participation.  If  an  Employee  or Director first
                --------------------------
becomes  eligible  to  participate  during  a  Plan  Year  and  wishes  to  make
Compensation  Deferrals for that Plan Year, the Employee or Director must submit
a Compensation Deferral Agreement to the Plan Administrator no later than thirty
(30) days following the date the Employee or Director first becomes  eligible to
participate.

<PAGE>

                                   ARTICLE IV
                               Elective Deferrals
                               ------------------

         4.1    Compensation Deferrals and Deferral Elections. Each  Employee or
                ---------------------------------------------
Director  Participant  who  wishes to defer  receipt of  compensation  hereunder
during a Plan Year must complete a Compensation  Deferral  Election prior to the
start of such Plan Year as follows.

                (a)    Salary Deferral Commitment.   An   Employee  or  Director
                       --------------------------
Participant  may elect to defer receipt of Compensation to be earned and payable
as base salary or commissions during a subsequent Plan Year in increments of one
percent  (1%).  Amounts  whose receipt is to be deferred will be credited to the
Participant's Elective Deferral Account in a ratable manner over the entire Plan
Year commencing with the later of the first pay period of the Plan Year to which
the Deferral Agreement applies.

                (b)    Bonus Deferral Commitment.  An  Employee  Participant may
                       -------------------------
elect to defer  receipt  of  Compensation  to be  earned  and  payable  during a
subsequent  Plan Year or Service Period (or portion  thereof) within a Plan Year
as an annual or quarterly  incentive  bonus  Compensation  in  increments of one
percent (1%).

         4.2    Deferral Limits and Procedures.  The following limitations shall
                ------------------------------
apply to Compensation Deferrals.

                (a)    Minimum Amount. The minimum aggregate deferral amount for
                       --------------
combined Salary and Bonus Deferral  Commitments  shall be 1% of Compensation per
Plan Year.

                (b)    Maximum Amount.  The  maximum  Salary Deferral Commitment
                       --------------
shall be  twenty-five  percent  (25%) of base salary  and/or  commissions  to be
earned per Plan Year or Service Period.  The maximum Bonus Deferral  Commitment,
shall be one hundred  percent (100%) of any incentive  bonus to be earned during
the Plan  Year.  A  Director  Participant  may  defer  receipt  of up to 100% of
Director fees to be earned during a Plan Year.

                (c)    Method   of  Compensation  Deferral  Election.  The  Plan
                       ---------------------------------------------
Administrator shall designate such forms and processes for electing Compensation
Deferrals as it determines appropriate.

         4.3    Performance-Based   Compensation.   Employee   Participants  may
                --------------------------------
elect to enter into a Bonus Deferral Commitment after the commencement of a Plan
Year  for  bonus  Compensation  determined  by  the  Plan  Administrator  to  be
"performance-based  compensation"  by  submitting a Deferral  Agreement no later
than six (6) months  prior to the end of the  period for which the  "performance
based  compensation"  is earned (or such  earlier date  established  by the Plan
Administrator).    Such   Agreement    shall   only   be   effective   (a)   for
"performance-based  compensation"  as defined  pursuant to Code section 409A and
(b) as permitted by the Plan Administrator.

         4.4    Change of Status.  If  a   Participant   no   longer  meets  the
                ----------------
eligibility criteria set forth in Articles I and III or if the Board of Director
determines that a Participant's performance no longer merits Plan participation,
the Participant's most recent Compensation Deferral Agreement shall terminate at
the  conclusion  of the Plan Year in which such  determination  occurs,  and the
Employee shall be prohibited from making further Compensation Deferrals.

         4.5    Election of Form of Payment.
                ---------------------------

                (a)    Prior to the start of a Plan Year for which  an  Employee
or Director  Participant  makes a Compensation  Deferral Election or may receive
Discretionary Contributions, the Participant shall elect, as prescribed the Plan
Administrator,  a  Distribution  Date and form of payment from among the payment
methods  and  Distribution  Dates  prescribed  at Article  VII for  Compensation
Deferrals and  Discretionary  Contributions to be credited to his or her Account
for such Plan Year. A payment method and Distribution  Date must be selected for
all  Compensation  Deferrals;  however,  a  Participant  may select a  different
payment method and Distribution  Date for his or her Salary Deferral  Commitment
for a Plan Year and  another  payment  method  and  Distribution  Date for Bonus
Deferral Commitments for such Plan Year.

                (b)    After a Plan Year has started, elections of  Distribution
Dates and forms of payment made for  Compensation  Deferrals  and  Discretionary
Contributions, and earnings (or loss) thereon, credited for such Plan Year shall
be  irrevocable  except as  specified  in Article VII.  Such  election  shall be
effective  only  for  Compensation  Deferrals  and  Discretionary  Contributions
credited during that Plan Year, plus investment earnings (or loss) thereon.


<PAGE>

                (c)   If a Participant makes no election of Distribution Date or
form of payment, for any Compensation  Deferral or Discretionary  Contributions,
then they,  plus earnings (or loss) credited  thereon,  will become payable upon
Separation from Service in a lump sum.


                                    ARTICLE V
Participant  Accounts,  Crediting  of  Contributions,  Investment  Returns,  and
--------------------------------------------------------------------------------
Vesting
-------

         5.1    Establishment of Accounts.  An  Elective  Deferral  and  Company
                -------------------------
Contribution  Account shall be established  for each  Participant and additional
sub-accounts shall be maintained as the Plan Administrator determines necessary.

         5.2    Crediting  Compensation  Deferrals to Elective Deferral Accounts
                ----------------------------------------------------------------
and Tax Withholding.
-------------------

                (a) The Plan  Administrator  shall  credit to each Participant's
Elective Deferral Account a Participant's  Compensation  Deferrals for such Year
and Service Periods contained therein. Such amounts shall be credited as soon as
practicable after the date on which such Compensation  would otherwise have been
paid or when determined appropriate by the Plan Administrator.

                (b)    Any taxes the Administrator determines should be withheld
with respect to Compensation  Deferrals shall be withheld from the Participant's
non-deferred  Compensation  to the  maximum  extent  possible  with  any  excess
reducing Compensation Deferrals.

         5.3    Crediting Discretionary Contributions  to  Company  Contribution
                ----------------------------------------------------------------
Accounts.
--------

                (a)    For  any  Plan  Year,  an  Employer  may,  in  its   sole
discretion,  elect to credit to an Employee  Participant's  Company Contribution
Account  Discretionary  Contributions  such  amounts  at such  times and in such
manner as it determines appropriate in its sole discretion.

                (b)    Following   the   close  of  each  Plan  Year,  the  Plan
Administrator shall notify Participants of Discretionary  Contributions to their
Company Contribution Account.

                (c)    Any  taxes  which  the Administrator determines should be
withheld with respect to any Discretionary  Contribution  shall be withheld from
the Participant's  non-deferred Contribution to the maximum extent possible with
any excess reducing the Discretionary Contribution.

         5.4    Earnings  (or  Losses)  on Accounts;  Self-Direction  of Account
                ----------------------------------------------------------------
Investment.
----------
                (a)    As  it  determines  appropriate, the  Plan  Administrator
shall establish one or more Measurement Funds to calculate the investment return
(or loss) credited to each Participant's  Account(s). As of each Valuation Date,
the Plan Administrator shall adjust the value of each Participant's  Accounts to
reflect earnings (or losses) realized by each Participant's  Accounts based upon
the  Measurement  Funds in which the  Participant  has chosen to have his or her
Accounts hypothetically invested.  Earnings (or losses) on amounts credited to a
Participant's  Accounts  shall accrue  commencing  on the first  Valuation  Date
following the date on which Deferred Compensation or Discretionary Contributions
are credited to a Participant's  Accounts and shall continue to accrue until the
balance  to  the  credit  of a  Participant  in his or  her  Accounts  has  been
distributed.  Earnings (or losses) shall be credited to a Participant's Accounts
based  upon  the  rates  of  return  (net  of  allocable   expenses  and  taxes)
attributable to the Measurement Fund(s) in which the Participant's  Accounts are
hypothetically  invested and will be  reinvested in the  Measurement  Funds that
generated the investment performance.

                (b)    Each Employee  and  Director  Participant must designate,
prior to the date on which amounts are credited to a Participant's Accounts, the
Measurement Funds to which the Participant's  Compensation Deferrals and Account
balances shall be allocated.

                       (i)   Measurement  Fund  designations  shall be made on a
Compensation  Deferral  Agreement  or by  such  means  and  at  other  times  as
established by the Plan Administrator.

                       (ii)  Participant  Account  balances  shall  be allocated
among  Measurement  Funds in multiples of one percent (1%) or in specific dollar
amounts as the Plan Administrator may prescribe.
<PAGE>

                       (iii) Absent  a   designation,  amounts  credited  to   a
Participant's  Accounts  shall be allocated  to one or more default  Measurement
Funds as determined by the Plan Administrator.

                (c)    Upon notice to the Plan Administrator, in such manner and
times as it may prescribe,  a Participant may (i) reallocate amounts credited to
his or her Accounts among the  Measurement  Funds as of such Valuation  Dates as
the Plan  Administrator  determines  appropriate or (ii) change the  Measurement
Fund   investment   selection   for   subsequent   Compensation   Deferrals  and
Discretionary Contributions.

                (d)    A    Participant's    Elective    Deferral  and   Company
Contribution  Accounts shall be credited with earnings (or losses)  generated by
the  Measurement  Funds in which those  Accounts  (and their  sub-accounts)  are
deemed invested on such Valuation Dates as specified by the Plan Administrator.

                (e)    Notwithstanding   that    rates  of  return  credited  to
Participant  Accounts are based upon performance of a corresponding  Measurement
Fund,  the Company  shall not be  obligated  to invest any amount  credited to a
Participant's Account in any Measurement Funds or investment.  Measurement Funds
are  hypothetical  funds unless the Company  determines to otherwise create such
Funds under the Trust.

                (f)    The Plan Administrator may establish procedures governing
the ability of  Participants  to give  investment  directions  as is  determines
appropriate.

                (g)    Measurement Funds may be changed, deleted or added at the
discretion of the Plan Administrator. If Measurement Funds are changed, added or
deleted, Account balances which are hypothetically invested in such Funds may be
transferred among other Funds.

         5.5    Risk of Loss. Each Participant assumes the risk of gain  or loss
                ------------
for any change in value of his or her Account  which is deemed to be invested in
one of the  Measurement  Funds.  Neither the  Company,  any  Employer,  the Plan
Administrator,  Board of Directors nor any employee of the Company or any of its
Affiliates  shall bear any  responsibility  or liability for any gain or loss or
fluctuation in value in any Measurement Fund or for any investment direction.

         5.6    Valuation of Accounts. The value of a Participant's  Account  as
                ---------------------
of any Valuation Date shall equal the sum of (a) Discretionary Contributions and
Compensation  Deferrals  credited to such  Account,  (b) any  earnings (or loss)
deemed to be earned on amounts credited to the Participant's  Accounts, less (c)
any distributions paid with respect to the Participant, less (d) any forfeitures
and less (e) any administrative or other expenses allocated to the Participant's
Account.

         5.7    Vesting of Accounts.  Participants  shall become vested in their
                -------------------
Accounts as follows:

                (a)    Compensation  Deferrals.  The balance  of a Participant's
                       -----------------------
Elective  Deferral  Account (i.e.  Compensation  Deferrals,  plus all investment
earnings (or loss) credited thereon),  shall be fully vested and non-forfeitable
at all times.

                (b)    Discretionary   Company  Contributions.  Subject  to  the
                       ------------------------------------
provisions of Section 5.7(d) below:

                       (i)   Years  of  Service.   All   Discretionary   Company
                             ------------------
Contributions   credited  to  an  Employee  or  Director  Participant's  Company
Contribution  Account,  plus all investment earnings (or loss) credited thereon,
shall become fully vested and  non-forfeitable  whenever the Participant obtains
five (5) or more Years of Service with the Company and its Affiliates.

                       (ii)  Other   Vesting   Events.    Notwithstanding    the
                             ------------------------
foregoing,  an Employee  Participant's entire Company Contribution Account shall
become  fully  vested  and  non-forfeitable  upon the  occurrence  of any of the
following events, but only to the extent permitted under Code Section 409A:

                             (A)  The Participant attains Normal Retirement Age;

                             (B)  The Participant's Disability;

                             (C)  The Participant's Death;

                             (D)  Following   the  occurrence  of  a  Change  in
                                  Control of the Company as described in Article
                                  XIII; or

                             (E)  Upon the occurrence of such other  events  and
                                  conditions as the  Company  may  specify  from
                                  time  to  time  with  respect  to  all or  any
                                  particular Participant.
<PAGE>

                (c)    Forfeiture of Non-vested  and  Vested  Account  Balances.
                       --------------------------------------------------------
If a Participant  Separates from Service for any reason,  except for the reasons
specified in Section 5.7(b)(ii),  while any portion of the Participant's Company
Contribution  Accounts remain  non-vested and  forfeitable,  all such non-vested
balances will be forfeited and reduced to zero.  The Company and its  Affiliates
will have no payment or other obligations regarding such balances.

                (d)    Separation From Service For  Cause.  Notwithstanding  any
                       ----------------------------------
other provision hereof, the entire,  unpaid Company  Contribution Account of any
Employee  Participant,  including any portions  thereof which have become vested
and  non-forfeitable,  shall be forfeited and no benefit shall be paid from that
Account with respect to such amounts if the Employee Participant  Separates from
Service for Cause.

                (e)    Cause and the occurrence of any of the foregoing shall be
determined in the sole discretion of the Plan  Administrator and its conclusions
shall be final and binding.

                (f)    Forfeitures shall be and remain the unrestricted property
of the Company.

         5.8    Statement of Account. The  Plan  Administrator shall provide, or
                --------------------
make available,  to each  Participant,  at least annually,  a statement  setting
forth the balances of the Participant's Account and sub-accounts.


                                   ARTICLE VI
                Allocation of September 1, 2006 Account Balances
                ------------------------------------------------

         As  of  September  1,  2006,   the  Plan   Administrator   revised  and
restructured all Plan Measurement Funds.  Pursuant to procedures  established by
the Plan Administrator, all Participants are required to reallocate all of their
Account  balances  within the revised  Measurement  Funds.  To the extent that a
Participant does not make an election to reallocate  Account balances,  then all
of the  Participant's  Account  balances will be allocated to a default  fund(s)
established by the Plan Administrator.

                                   ARTICLE VII
                            Payments to Participants
                            ------------------------

         7.1    Distributions.  Distributions  under this Plan may only be  made
                -------------
in accordance with the requirements of Code Section 409A. The Plan Administrator
is authorized to alter any Participant  distribution election as necessary to so
comply.

         7.2    Unforeseeable Emergency.
                -----------------------

                (a)    If  a  Participant  has  an  Unforeseeable Emergency, the
Participant  may  apply  to the Plan  Administrator  for a  withdrawal  from the
Participant's  vested Account balances in such manner as the Plan  Administrator
may determine.

                (b)    If  the   Plan  Administrator  has  determined  that  the
Participant has incurred an Unforeseeable Emergency, the Participant may receive
a distribution in cash from the  Participant's  vested Account  balances in such
amount as may be needed to satisfy the Unforeseeable  Emergency and income taxes
on the  distribution.  Such  amount  shall be  sourced  from  the  Participant's
Accounts as the Plan Administrator determines appropriate.

                (c)    Amounts may be payable because of such  Emergency only to
the extent that associated financial difficulties cannot be relieved (a) through
reimbursement  or  compensation by insurance or otherwise and (b) by liquidation
of the Participant's  assets to the extent that the liquidation itself would not
cause a hardship.

                (d)    Any   such   distribution   shall  be  made  as  soon  as
administratively feasible after approval is given.

                (e)    All  Compensation  Deferral   elections   made  by   such
Participant  shall be  terminated  for the  remainder  of the Plan  Year and the
Participant,  if  otherwise  eligible  to  participate,  may  make  Compensation
Deferral elections for the following Plan Year.

<PAGE>

         7.3    Distributions Upon Death.
                ------------------------

         (a)    Upon  an  Employee  or  Director  Participant's  Separation from
Service by reason of Death,  the entire  balance  credited to the  Participant's
Accounts in the Plan will be payable to his or her  Beneficiary in a lump sum at
the time specified in Section 7.6 which immediately follows Death.

                (b)    Upon a Participant's Death after Separation from Service,
the entire balance  credited to the  Participant's  Accounts in the Plan will be
payable to his or her Beneficiary in a lump sum at the time specified in Section
7.6 which immediately follows Death except for the portion of his or her Account
balance  which is due to be paid in  installments  as  specified in Section 7.8.
Installment   distributions  shall  continue  to  the  Participant's  designated
Beneficiary(ies)   pursuant  to  the  installment  payment  schedule  previously
elected.

         7.4    Distribution  Upon  Disability.   If  an  Employee  or  Director
                ------------------------------
Participant  becomes  Disabled,  the  Participant  shall receive  payment of the
entire vested balance of the  Participant's  Plan Accounts in the form of a lump
sum at  the  time  specified  in  Section  7.6  which  immediately  follows  the
determination of a disability.

         7.5    Election   of   Distribution  Date   and  Form  of  Payment  for
                ----------------------------------------------------------------
Commencement  of  Distributions.  Prior to the  start of each  Plan  Year,  each
-------------------------------
Employee and Director  Participant shall elect a Distribution Date and manner in
which Compensation Deferrals made, and Discretionary Contributions credited, for
such Plan Year shall be  distributed.  All amounts  credited to a  Participant's
Accounts  during a Plan Year  shall be subject  to the same  payment  method and
Distribution Date election.  Participants  shall select from among the following
possible Distribution Dates.

                (a)    Elected  Year  Account  Distributions.  Each Employee and
                       -------------------------------------
Director Participant may elect to receive distribution of Compensation Deferrals
made,  or Company  Contributions  credited,  during  any Plan  Year,  as well as
investment  earnings (or loss) credited  thereon,  upon any specific date,  i.e.
"Elected Year Account  Distribution  Date."  Compensation  Deferrals and Company
 ----------------------------------------
Contributions,  as well as  investment  earnings  (or loss)  thereon  may not be
distributed prior to a Plan Year which is at least two (2) full Plan Years after
the Plan Year  during  which such  Deferrals  or  Contributions  would have been
payable  to  Participant  and were then  actually  credited  to a  Participant's
Accounts.

                       (i)   All   Compensation   Deferrals   and  Discretionary
Contributions,  as well as investment earnings (or loss) credited thereon, which
are  payable on a  specific  Elected  Year  Account  Distribution  Date shall be
credited to an Elective  Deferral or Company  Contribution  sub-account for each
such Date, i.e. a "Elected Year Distribution Account."
                   ---------------------------------

                       (ii)  An Employee or Director Participant may  select  as
many as five (5) separate Elected Year Account Distribution Dates.

                       (iii) All amounts to be paid at a specific  Elected  Year
Account  Distribution  Date shall be payable in a lump sum at the date specified
in Section 7.6 immediately following the Distribution Date selected.

                       (iv)  If  an  Employee or  Director Participant Separates
from Service Prior to a Elected Year Account  Distribution Date and prior to his
or her Early or Normal  Retirement  Date, then all vested Account balances which
would  otherwise  have been payable at such  Elected  Year Account  Distribution
Dates shall be  distributed  in a lump sum on the date  specified in Section 7.6
which immediately follows such Separation from Service.

                (b)    Retirement Distribution Date. Each Employee and  Director
                       ----------------------------
Participant may elect to receive distribution of Compensation Deferrals made, or
Company Contributions credited, for any Plan Year as well as investment earnings
(or loss) credited thereon, upon his or her Separation from Service after his or
her Early or Normal Retirement, i.e. "Retirement Distribution Date."
                                      ----------------------------
<PAGE>

                       (i)   All   Compensation   Deferrals   and  Discretionary
Contributions as well as investment  earnings (or loss) credited thereon,  which
are to be paid upon Separation  from Service on or after a Participant's  Normal
or Early  Retirement Date shall be credited to a separate  Elective  Deferral or
Company Contribution sub-account, i.e. a "Retirement Distribution Account."
                                          -------------------------------

                       (ii)  Subject  to  Section 7.5(b)(iii) below, all amounts
to be paid at retirement shall be payable pursuant to prior Participant election
in either (A) a lump sum or (B) in annual  installments  as described in Section
7.8 commencing and continuing on the dates specified in Section 7.6

                       (iii) If  a  Participant  Separates from Service prior to
his or her Early or Normal Retirement Date, the all Account balances which would
otherwise  have  been  payable  in a single  sum after  retirement  or in annual
installments commencing at such a date shall instead be payable in a lump sum on
the date specified in Section 7.6 immediately following separation from service.

         7.6    Uniform    Time   for   Commencement   of   Distributions.   All
                ---------------------------------------------------------
distributions,  except for amounts payable in installment,  shall be paid within
ninety  (90)  days  after  specified   Distribution  Date  and/or  event  (e.g.,
Separation  from  Service,   Retirement,   Death,  Disability)  upon  which  the
Distribution is to be made or which causes the Distribution.

         In case of installment  payments,  a Participant's first installment in
any series of  installments  shall be paid  within the period  specified  in the
foregoing  paragraph.  Each  installment  which is due thereafter  shall be paid
within forty-five (45) days of the first day of each subsequent calendar year.

         7.7    Effect of Reemployment Upon Distributions
                -----------------------------------------

                (a)    If a Participant commences receipt of a  distribution and
reemploys  thereafter,  reemployment  shall not  disturb  the time and manner of
distribution.

                (b)    Notwithstanding   the   above,  if   the  Participant  is
re-employed by the Company or an Affiliate  before the last day of the Plan Year
in which a Separation  from Service  occurred,  he or she shall be treated as if
the  termination  never  occurred and  distributions  scheduled to commence upon
Separation from Service shall not commence.

         7.8    Installment Payments.  For distributions which a Participant has
                --------------------
elected to be payable upon  Separation  from Service  after or upon a Retirement
Distribution Date, a Participant may elect to receive distribution of his or her
Account balance in annual installments  payable over a period of five (5) or ten
(10) years. The Participant's  unpaid Account and amounts subject to installment
payments shall  continue to accrue  earnings (or losses) based upon the value of
the Measurement  Funds in which the  Participant's  Accounts are  hypothetically
invested during the payment period.

                (a)    The first annual installment payment in a series shall be
equal to (A) the  value  of the  Participant's  Accounts  (or  relevant  portion
subject to  installment  payment) as of the Valuation  Date specified in Section
7.11  immediately  preceding  the date of payment,  divided by (B) the number of
installment payments elected by the Participant.

                (b)    The  remaining  installments  shall  be paid in an amount
equal to the value of such Accounts (or the  applicable  portion  subject to the
installment  payment  election) as  determined  under  Section 7.11  immediately
preceding the payment,  divided by the number of remaining  unpaid  installments
applicable.

         7.9    Change in Election.  A  Participant  may  change  a Distribution
                ------------------
Date(s) and payment method  originally  elected for Account balances by filing a
new  payment  election as  specified  by the Plan  Administrator  subject to the
following limitations and minimum requirements.

                (a)    A Participant  may  not  change the Distribution Date for
amounts payable at a Retirement  Distribution Date. Installment payments are not
available for Elected Year Account distributions.

                (b)    The Distribution Date for amounts payable as Elected Year
Account Distributions from any Elected Year Distribution Account may be deferred
any number of times while the Participant is an Employee or Director but may not
be deferred following the Participant's Separation from Service.

                (c)    Any   request   for   re-deferral   of   a  Elected  Year
Distribution Account balance must be submitted at least twelve (12) months prior
to the  Distribution  Date on which the Elected  Year Account  Distribution  was
originally scheduled to commence.

                (d)    Any request for a deferral of a Elected Year Distribution
Account must result in a delay in the actual  Distribution Date of at least five
(5) years from the original,  or most recent,  Distribution  Date for a specific
Elected Year Distribution Account balance.
<PAGE>

                (e)    Any request  for referral or change must be made at least
twelve  (12)  months  after  the date on which  the  original,  or most  recent,
election was made.

         Except as provided  above,  no other changes in  Distribution  Dates or
methods of  distribution  are  permitted  and no changes may be made to Accounts
which are in payment status through  installment  payments or whose Distribution
Date has occurred.

         7.10   Small Accounts.  Notwithstanding  any  election  made under this
                --------------
Plan, if the total vested value of the  Participant's  Account(s) on the date of
the Participant's  Separation from Service is less than Fifteen Thousand Dollars
($15,000.00), then the balance to the credit of Participant in all of his or her
Account(s)  shall be paid to the Participant in one lump sum. This dollar amount
shall  automatically  escalate  in  accordance  with  changes  in  Code  Section
402(g)(1)(B) limit on elective deferrals.

         7.11   Valuation of Payments.  The amount of any distribution due shall
                ---------------------
be determined  as of the close of business on the Valuation  Date which the Plan
Administrator  shall fix in its judgment and  discretion  for each  distribution
made from this Plan;  provided,  however,  such date shall not  precede the date
upon which all of the following have occurred:  (a) the date or event  specified
in Sections 7.2, 7.3, 7.4 or 7.5 has arrived and (b) the Plan  Administrator has
performed all  calculations  and all tasks necessary to determine the amount due
and make payment. The Plan Administrator shall then fix the Valuation Date prior
to making such distribution and the Plan Administrator have complete  discretion
to make any valuation adjustments as it determines appropriate;  however, in any
event,  distribution in issue shall be made within the time specified in Section
7.6.

         7.12   Delay  of  Payment  for  Specified  Employees - Public  Employer
                ----------------------------------------------------------------
Deferral. Notwithstanding any provision, in the case of any Participant who is a
--------
"specified  employee"  within the meaning of Code Section  409A(a)(2)(B)(i),  no
distribution under this Plan may be made, or may commence, before the date which
is 6 months  after  the date of such  Participant's  "separation  from  service"
within the meaning of Code Section 409A(a)(2)(A)(i).

         7.13   Effect   of   Code   Section 4999.  Notwithstanding   any  other
                ---------------------------------
provision,  if any distribution to a Participant  from his Company  Contribution
Account,  alone or together with any other compensation or benefit a Participant
has received or may receive,  would result in the Participant's being subject to
an excise tax under Section 4999 of the Code, the amount  payable  hereunder may
be reduced or  deferred  to the extent  necessary  to ensure  that no payment or
distribution  by the  Company or any other  person to or for the  benefit of the
Participant  will be subject to the excise  tax  imposed by Section  4999.  Such
reduction or deferral shall only be made in compliance with Code Section 409A.

         7.14   Withholding Taxes.  The Company may take such action as it deems
                -----------------
necessary for the  withholding of any taxes which it determines are due from any
Plan Distribution.

         7.15   Distribution from Accounts.  Distributions  from a Participant's
                --------------------------
Account in an amount which is less than the Participant's entire Account balance
shall  be  made  on a  pro  rata  basis  from  the  Participant's  Accounts  and
Measurement  Funds  to  which  such  Account  is then  allocated  and are  being
distributed.

         7.16   Form of  Payment.  Unless  the  Plan  Administrator   determines
                ----------------
otherwise,  all distributions  shall be made in cash. The Plan Administrator may
distribute  actual  interests  in the  Measurement  Funds if (a)  requested by a
Participant,  (b) the Company or Trust  established under this Plan has acquired
amounts  of the  Measurement  Fund(s)  to  satisfy  the  request,  (c) the  Plan
Administrator  determines,  in its discretion,  to do so and (d) the Participant
makes  arrangements  to satisfy all applicable  withholding tax obligations in a
manner deemed satisfactory to the Plan Administrator.


<PAGE>

                                  ARTICLE VIII
                             Beneficiary Designation
                             -----------------------

         8.1    Beneficiary   Designation.  Subject    to    Section 8.2,   each
                -------------------------
Participant  may  designate  one  (1) or more  person(s)  or an  entity(ies)  as
Beneficiary  (both primary as well as contingent) to whom Plan benefits shall be
paid in the event of such Participant's Death prior to complete  distribution of
the Participant's  Accounts.  Each Beneficiary designation shall be in a writing
as prescribed by the Plan  Administrator  and shall be effective only when filed
with  the  Plan   Administrator   during  the  Participant's   lifetime  as  the
Administrator may establish.

         8.2    Changing Beneficiary. Any Beneficiary designation may be changed
                --------------------
by a Participant  without the consent of the  previously  named  Beneficiary  by
filing of a new Beneficiary designation with the Plan Administrator. Filing of a
properly  completed   Beneficiary   designation  shall  cancel  all  Beneficiary
designations previously filed.

                (a)    No Beneficiary Designation. If any  Participant  fails to
                       --------------------------
properly designate a Beneficiary or if the Beneficiary(ies)designated predecease
the  Participant  or  if  no  Beneficiary  is  designated,   the   Participant's
Beneficiary  shall  be  the  Participant's  surviving  spouse,  if  any.  If the
Participant is not survived by a spouse, then the entire remaining undistributed
balance to the credit of the  Participant  in his or her Accounts shall be paid:
(i) first,  to the  Participant's  children  (including  adopted  children)  per
stirpes and (ii) second,  if no spouse or children survive the  Participant,  to
the Participant's estate.

                (b)    Beneficiary of a Beneficiary.  If a  Participant dies and
                       ----------------------------
has left a valid  Beneficiary  designation or has a surviving spouse who becomes
the Beneficiary at death, and the Beneficiary dies after the Participant  before
all balances due have been paid, then the  Participant's  Account balances shall
be  distributed  to the  estate  or  personal  representative  of  the  deceased
Beneficiary.

                (c)    Automatic   Beneficiary   Change.    If   a   Participant
                       --------------------------------
designates as Beneficiary  his or her spouse and the  Participant  later becomes
divorced  from  that  spouse,   the  former  spousal   beneficiary   designation
automatically shall become null and void; provided, however, the Participant may
reactivate such designation by naming the former spouse as Beneficiary after the
date upon which the divorce became final.

         8.3    Effect of Payment.  Payment to a specified or deemed Beneficiary
                -----------------
shall completely discharge the Company's obligations under this plan.

                                   ARTICLE IX
                                 Administration
                                 --------------

         9.1    Plan Administrator.  The Plan Administrator shall be a committee
                ------------------
or an individual appointed by the Board of Directors to administer the Plan. The
Plan  Administrator  shall have the  powers,  rights and duties set forth in the
Plan and shall full  discretionary  authority to interpret  the Plan and resolve
all  questions  under it. The Plan  Administrator  shall also be  authorized  to
prescribe  and  rescind  any  rules  as it deems  appropriate  for  proper  Plan
administration  and to make all  determinations and take all actions as it deems
advisable.  If  a  Participant  is  assisting  the  Plan  Administrator  (either
individually  or as a member of a committee),  the Participant may not decide or
participate  in  the  decision,  on any  matter  concerning  such  Participant's
benefits.

         9.2    Agents. The Plan Administrator may employ agents and delegate to
                ------
them such duties as it sees fit, and may consult with counsel who may be counsel
to the Company.

         9.3    Binding Effect of Decisions. All decisions and determinations by
                ---------------------------
the Plan  Administrator  shall be final,  conclusive and binding on the Company,
Participants, Beneficiaries and any other persons having or claiming an interest
hereunder.
<PAGE>

         9.4    Indemnification of Plan Administrator  and Others. To the extent
                -------------------------------------------------
permitted by law, the Company shall  indemnify and hold harmless its  employees,
officers,  directors  and the  Plan  Administrator  from  all  loss,  damage  or
liability,  including payment of expenses in connection with defense against any
such claim, for their acts,  omissions and conduct (and for the acts,  omissions
and conduct of their duly appointed agents and consultants) performed or omitted
in connection with the operation, administration or performance of any duties or
actions  with  respect to this Plan except for those acts,  omissions or conduct
resulting from the willful misconduct,  willful failure to act, gross negligence
or breach of any service  contract which any may have for or with respect to the
Plan.  Provided,  however,  that if any party  would  otherwise  be  entitled to
indemnification  hereunder in respect of any  liability  and such party shall be
insured  against loss as a result of such liability by any insurance  contact or
contracts, such party shall be entitled to indemnification hereunder only to the
extent by which the amount of such  liability  shall  exceed the amount  thereof
payable under such insurance contact or contracts.


                                    ARTICLE X
                                Claims Procedures
                                -----------------

         10.1   Claims.   A  Participant  who  believes  that he or she is being
                ------
denied a benefit to which he or she is  entitled or has any other  grievance  or
issue concerning Plan operation, may filed a written request for such benefit or
resolution of the issue with the Company's Senior Human Resource Officer stating
the claim or issue.  Such claim or request for  determination  must be submitted
within  ninety  (90) days of the events  which gave rise to the claim or dispute
occurred.

         10.2   Claim Decision.  The Plan Administrator  shall reply to any such
                --------------
claim  within 90 days of  receipt,  unless it  determines  to extend  such reply
period for an additional 90 days for reasonable cause. If the claim is denied in
whole or in part, such reply shall include a written explanation stating:

            (a) the specific reason(s) for such denial;

            (b) the reference to relevant provisions of this Plan on which  such
denial is based;

            (c) a  description of any additional information  necessary  for the
Participant to perfect the claim;

            (d) the  process if the Participant wishes to  submit  the claim for
review and time limits for requesting a review; and

            (e) if  applicable,  the Participant's right to bring an  action for
benefits under Section 502 of ERISA.

         10.3   Review  of Claim Denial.  Within  sixty  (60) days after written
                -----------------------
notice  of denial of the claim is  issued,  the  Participant  may file a written
request, through the Plan Administrator,  requesting that it conduct a review of
the denial.

                (a)    The Participant may review pertinent documents considered
in the claim denial and must submit all arguments and evidence supporting his or
her  position in writing.  Any  material,  evidence or arguments  not  submitted
during the  initial  claim  determination  or appeal  process may not be used or
introduced as evidence in any subsequent  legal or other action  challenging the
final decision.

                (b)    The  Plan  Administrator  shall  issue  the Participant a
written  decision  on the claim  within  sixty  days  after the  receipt  of the
Participant's  request for review.  Such decision shall (i) be in writing,  (ii)
include the specific  reasons for the decision and (iii) refer to the  pertinent
Plan provisions upon which the decision is based.

         10.4   Effect of Claim  and  Appeal  Process.  This  claim  and  appeal
                -------------------------------------
procedure  is  the  exclusive   method  of   contesting   denials  of  benefits,
interpretations and actions made or taken under the Plan.

                (a)    If  this  claim  and appeal procedure is not exhausted as
specified,  a Participant or anyone claiming through such  Participant  shall be
foreclosed from further  contesting any  determination  through legal process or
otherwise.

                (b)    Any action brought by a Participant to contest an adverse
Plan  decision  or  action  will  be  heard  by  a  court  as  a  review  of  an
administrative decision.
<PAGE>

                (c)    A   reviewing   court   will   render   a  decision based
exclusively upon the materials and evidence  assembled,  received and considered
by the Company in the claim and appeal process.

                (d)    A  reviewing  court  will  give  maximum deference to the
final  decision of the Plan  Administrator  and will not overturn  that decision
unless it is found to be arbitrary  and  capricious  and without any  reasonable
basis.

                (e)    Participants  and any persons claiming through them agree
to waive their rights to a trial by jury of any claims they may have with
respect to this Plan.

         10.5   Time for Filing Suit. No lawsuit  may  be  initiated  under this
                --------------------
Plan, to obtain  benefits  under it or to challenge any Plan decision after more
than  eighteen  (18)  months  after  a  final  decision  the  Appeals  Committee
hereunder.


                                   ARTICLE XI
                                  Miscellaneous
                                  -------------

         11.1   Unfunded Plan.  This Plan is  intended  to be an  unfunded  plan
                -------------
maintained  primarily  to provide  deferred  compensation  for a select group of
management or highly  compensated  employees within the meaning of Sections 201,
301, and 401 of the Employee  Retirement Income Security act of 1974, as amended
("ERISA"), and is intended to be exempt from the provisions of Parts 2, 3, and 4
of Title I of ERISA. The Plan Administrator may terminate this Plan or otherwise
amend it to provide that no further  benefits  shall be offered or paid if it is
determined by a court of competent jurisdiction or by an opinion of counsel that
the Plan  constitutes  an employee  pension  benefit  plan within the meaning of
Section 3(2) of ERISA which is not so exempt.

         11.2   Unsecured General Creditor. Participants,  their  Beneficiaries,
                --------------------------
and all others have no rights or interests in any property of the Company or its
Affiliates,  including  any  life  insurance  policies,  annuity  contracts,  or
proceeds  therefrom.  Except as may be provided in Section  11.3,  assets of the
Company shall not be held under any trust for the benefit of Participants, their
Beneficiaries, or others or as collateral security for fulfilling obligations of
the  Company  under  this  Plan.  All  Company  assets  shall be  unpledged  and
unrestricted  assets of the Company.  The  Company's  obligation  under the Plan
shall be that of an unfunded  and  unsecured  promise to pay money in the future
and each  Participant  or  Beneficiary  shall be treated as a general  unsecured
creditor of the Company and shall have no greater right to any assets other than
an unsecured creditor.

         11.3   Payment Responsibility and Trust Fund.  The obligation to pay or
                -------------------------------------
provide  for payment of a benefit  hereunder  to any  Participant  or his or her
Beneficiary  shall,  at all  times,  be the sole  and  exclusive  liability  and
responsibility  of the  Company and unless a Trust is  provided  hereunder,  all
benefits  will be paid from the assets of the Company.  At its  discretion,  the
Company may establish and maintain one or more grantor trusts,  with trustees as
it may approve (individually,  a "Trust"), to hold assets to be used for payment
of benefits under the Plan.  Such Trust may be irrevocable but the assets of the
Trust shall remain the assets of the Company ultimately subject to the claims of
its general creditors.

         If any Plan  benefits  are paid from any such  Trust,  then the Company
shall have no further  obligation for them, but to the extent not so paid,  such
benefits shall be paid by, the Company.

         11.4   Expenses of Administration.  The Plan  Administrator may, in its
                --------------------------
discretion,  allocate to Participant  Accounts or any Trust created for the Plan
or submit  for  reimbursement  from the Plan and any  Trust,  and  recover  from
Participant Accounts, all expenses of operating and administering this Plan, and
any Trust created it.

         11.5   Inability  to  Locate Participant  or  Beneficiary.  If the Plan
                --------------------------------------------------
Administrator is unable to locate a Participant or Beneficiary  within two years
following  the date the  Participant  was to commence  receiving a  distribution
hereunder,  the entire amount  allocated to the  Participant's  Account shall be
forfeited.  If, after such  forfeiture,  the  Participant or  Beneficiary  later
claims such  benefit,  such  benefit  shall be  reinstated  without  interest or
earnings from the date payment was to have commenced.

         11.6   No Contract of  Employment.  Nothing in this Plan or any fund or
                --------------------------
Trust created under it shall be construed as giving any Participant the right to
be retained in the service of the Company or an Affiliate or as being a contract
of employment for any term whatsoever.
<PAGE>

         11.7   Obligations  to  Company.   Notwithstanding  the  provisions  of
                ------------------------
Section 11.9, if a Participant becomes entitled to a distribution hereunder, and
if at such time the  Participant has outstanding any debt, or other liability to
the Company or an Affiliate, the Company may offset such amount owed against the
amount distributable.

         11.8   No Liability for Action or Omission.   Neither  the  Company nor
                -----------------------------------
any  director,  officer or employee of the Company shall be liable in any manner
to any  Participant,  Beneficiary or any other person claiming  through them for
any benefit or action taken or omitted in  connection  with  interpretation  and
administration of this Plan.

         11.9   Non-Alienation of Benefits. Except for withholding of  taxes and
                --------------------------
as otherwise  provided herein and at Section 11.7, all amounts payable hereunder
shall be paid only to the person or persons designated by the Plan and to no one
else.  No part of a  Participant's  Account or any  benefit  hereunder  shall be
subject in any manner to anticipation,  alienation, sale, transfer,  assignment,
pledge, or any other encumbrance of any kind or to any attachment,  garnishment,
or other  legal  process  of any kind.  Any  attempt  by a person  (including  a
Participant  or a  Participant's  Beneficiary)  to anticipate,  alienate,  sell,
transfer,  assign,  pledge,  or otherwise  encumber any benefits under the Plan,
shall be void.

         If any person  shall  attempt to, or shall  alienate,  sell,  transfer,
assign,  pledge or otherwise  encumber such person's benefits under the Plan, or
if by any reason of such  person's  bankruptcy  or other event  happening at any
time,  such benefits would devolve upon any other person or would not be enjoyed
by the person entitled thereto under the Plan, then the Plan  Administrator  may
terminate  the interest in any such  benefits of the person  otherwise  entitled
thereto under the Plan and may hold or apply such benefits in such manner as the
Plan Administrator may deem proper.

         Notwithstanding  the  foregoing,  all or a portion  of a  Participant's
Account may be awarded to an  "alternate  payee"  (within the meaning of Section
206(d)(3)(K) of ERISA) if and to the extent so provided in a judgment, decree or
order  that,  in the  Plan  Administrator's  sole  discretion,  would  meet  the
applicable  requirements for  qualification as a "qualified  domestic  relations
order" (within the meaning of Section 206(d)(3)(B)(i) of ERISA) if the Plan were
subject to the provisions of Section 206(d) of ERISA.

         11.10  Payments to  Incompetents  or Minors.  If the Plan Administrator
                ------------------------------------
receives  evidence  satisfactory  to it that any  person  entitled  to receive a
benefit is, at any time when such  benefit  becomes  payable,  either a minor or
physically or mentally  incompetent  to receive such benefit and to give a valid
release therefore, and that another person or an institution is then maintaining
or  has  custody  of  said  person,  such  as a  guardian,  committee  or  other
representative  of the  estate  of  such  person,  the  Plan  Administrator  may
authorize the payment of the benefit,  otherwise  payable to such person to such
other person or institution, and the release of such other person or institution
shall constitute a valid and complete discharge for the payment of such benefit.

         11.11  Liability for Benefit Payments and Successorship. The Plan shall
                ------------------------------------------------
not be automatically  terminated by the Company's  acquisition by or merger into
any other  entity,  but the Plan shall be continued  after such  acquisition  or
merger if the  successor  employer  elects and agrees to continue the Plan.  All
rights to amend,  modify,  suspend or terminate the Plan shall be transferred to
the successor as of the effective date of the merger or  acquisition.  This Plan
and all of its terms shall be binding  upon such  successors  and the  Company's
assigns.

         11.12  Governing  Law and  Venue  for  Disputes.  This  Plan  shall  be
                ----------------------------------------
construed in  accordance  with and governed by the laws of the State of Missouri
to the extent not  superseded  by federal law,  without  reference to Missouri's
conflict of laws  provisions.  Any action,  dispute or challenge  regarding  the
interpretation or enforcement of this Agreement must be brought and litigated in
the United States  District  Court for the Eastern  District of Missouri,  if it
otherwise has subject matter jurisdiction, or otherwise in the Circuit Court for
the County of St. Louis, Missouri, Twenty-First Judicial Circuit.

         11.13  Correction of Defects.  The Company and Plan  Administrator  may
                ---------------------
correct any defect,  supply any omission,  or reconcile any inconsistency in the
Plan or any payment as it deems  appropriate.  If a  Participant  is overpaid or
receives amounts which the Company  determines have been incorrectly paid to the
Participant,  the  Participant  shall  return such  payments to the Company upon
demand.
<PAGE>

         11.14  Severability of Provisions.  If any provision of this Plan shall
                --------------------------
be held invalid or unenforceable,  such invalidity or unenforceability shall not
affect  any other  provisions  hereof,  and this  Plan  shall be  construed  and
enforced as if such provisions had not been included.

         11.15  Acceptance of Terms. As a condition to receipt of benefits under
                -------------------
the Plan, each Participant agrees to accept the terms of this Plan.

         11.16  Action by the Company. Except as otherwise specifically provided
                ---------------------
herein, any action required of or permitted to be taken by the Company under the
Plan  shall be by  resolution  of its  Board of  Directors,  by duly  authorized
committee of its Board of Directors,  by the Plan Administrator or by such other
person or  committee  to whom such power of action is properly  delegated by the
Company's Board of Directors.

         11.17  No Fiduciary Relationship. Nothing contained in  this Plan,  and
                -------------------------
no action taken pursuant to its provisions by either the Company,  the Employers
or the  Participants  shall  create,  or be  construed  to  create  a  fiduciary
relationship  between  the  Company  or the  Employers  and any  Participant  or
Beneficiary.

                                   ARTICLE XII
                             Employer Participation
                             ----------------------

         12.1   Adoption of Plan.  Any Affiliate  of the Company  may,  with the
                ----------------
approval of the Company,  adopt the Plan by filing with the Company a resolution
of its board of directors to that effect or by unilateral action of the Board of
Directors of the Company with consent of the Employer. To the extent required by
the Company, such Employers and their acquirers and successors shall be required
to  satisfy  all   obligations   and  benefits   created  under  this  Plan  for
Participants, and their Beneficiaries,  whose participation and benefits accrued
under this Plan are associated  with those Employers and the employment of those
Participants by those Employers.

         12.2   Withdrawal  From  the  Plan  by  an Employer. Any  Employer  may
                --------------------------------------------
withdraw  from the Plan upon  approval of the Company by  delivering to the Plan
Administrator  written  notice of its  election to  withdraw.  Withdrawal  of an
Employer shall have no effect upon the manner, method and timing of distribution
of interests  and  benefits of  Participants  hereunder.  To the extent that the
amounts  held in the Trust for the  benefit of  Participants  and  Beneficiaries
associated with that Employer are determined by the Plan  Administrator,  in its
judgment,  to be  insufficient  to satisfy the  obligations of the Plan to those
Participants and  Beneficiaries,  the remaining amount necessary to satisfy such
obligation  shall  be an  obligation  of that  Employer  and its  acquirers  and
successors.


                                  ARTICLE XIII
                                Change of Control
                                -----------------

         13.1   Overriding Provisions Applicable During a Restricted Period. The
                -----------------------------------------------------------
following  provisions of this Section will become effective on a Restricted Date
as the  result of a Change of  Control  and will  remain  in effect  during  the
Restricted   Period   beginning  on  that  date  until  the  following   related
Unrestricted Date, and during the Restricted  Period,  will supersede any of the
provisions of the Plan to the extent necessary to eliminate any  inconsistencies
between the  provisions  of this Section and any other  provisions  of the Plan,
including any supplements thereto.

         13.2   Suspension of Part  of All of the  Overriding  Provisions.  If a
                ---------------------------------------------------------
majority of the members of the Entire Board are Continuing  Directors  (provided
such  majority  is equal to the same  number as  constituted  a majority  of the
Entire Board  immediately  prior to the Change of Control),  by the  affirmative
vote of a majority of the Entire  Board and a majority  of those  members of the
Entire  Board who are  Continuing  Directors,  all or a  designated  portion  or
portions  of the  following  provisions  of this  Section  may be  declared  not
applicable  as to  the  specified  transaction  or  event.  No  portion  of  the
provisions  of this  Section  13 will apply to any  transaction  or event to the
extent such portion is inconsistent with the requirements of applicable law.

         13.3   Definitions. For  purposes  of  this Section 13, the definitions
                -----------
set forth in Paragraphs (a) through (k) below will apply.  Definitions set forth
elsewhere  in the Plan  also  will  apply to the  provisions  set  forth in this
Section 9, except that where a definition set forth  elsewhere in the Plan and a
definition set forth in this  Subsection  conflict,  the definition set forth in
this subsection will govern.
<PAGE>

                (a)    "Acquiring Person" will  mean  any  Person, who or which,
together with all and  associates  of such Person,  is the  Beneficial  Owner of
shares of common stock of the Company  constituting  more than 20 percent of the
common stock then outstanding.

                (b)    "Affiliate"  and  "Associate"  will   have  the   meaning
described to such terms in Rule b-2 of the General Rules and  Regulations  under
the Securities Exchange Act of 1934 (the "Act").

                (c)    "Beneficial Owner" will have the meaning ascribed to such
term in Rule 1 3d-3 of the Act.

                (d)    "Board of Directors" will mean the Board of Directors  of
the Company.

                (e)    A "Change of Control"  will  be  deemed to occur (i) upon
any  Person  becoming  an  Acquiring  Person if the Board of  Directors  has not
recommended  that  stockholders  of the Company  tender or otherwise  sell their
common  stock  to  such  Acquiring  Person;   (ii)  upon  the  approval  by  the
stockholders of the Company of a  reorganization,  merger or  consolidation,  in
each case,  with respect to which persons who were  stockholders  of the Company
immediately  prior to such  reorganization,  merger  or  consolidation,  do not,
immediately  thereafter,  own more than 50 percent of the combined  voting power
entitled to vote  generally in the  election of  directors  of the  reorganized,
consolidated or merged  Company's then outstanding  securities;  or (iii) upon a
liquidation or  dissolution  of the Company or the sale of all or  substantially
all of the Company's assets.

                (f)    "Continuing Director" will mean;

                       (i)   any  member  of  the Board of Directors immediately
prior to a Change of Control, or

                       (ii)  any  successor  of  a  Continuing  Director  who is
recommended  or  elected  to  such  continuing  Director  by a  majority  of the
Continuing  Directors  then in office  and is neither an  Acquiring  Person,  an
Affiliate  of  an  Acquiring  Person,  nor a  representative  or  nominee  of an
Acquiring  Person or of any such Affiliate  while such person is a member of the
Board of Directors.

         Notwithstanding  the foregoing,  a successor will not be deemed to be a
Continuing  Director  unless,  immediately  prior to his or her  appointment  or
election,  a  majority  of the  members  of the  Entire  Board  were  Continuing
Directors (and unless such majority is equal to the same number as constituted a
majority of the Entire Board immediately prior to the Change of Control).

                (g)    "Person" will  mean  any individual, firm, corporation or
other entity,  and will any "group" as that term is used in Rule 13d-5(b) of the
Act.

                (h)    "Restricted Date" will mean the date on which a Change of
Control occurs.

                (i)    "Restricted Period" will  mean  the period beginning on a
Restricted Date and ending on the fifth anniversary of such Restricted Date.

                (j)    "Unrestricted  Date"   will   mean  the  last  day  of  a
Restricted Period.

                (k)    "Entire Board"  will  mean the total number of members of
the Board of  Directors  that there would be it there were no  vacancies on such
Board.

         13.4   Benefits  Vested on Restricted  Date.  Effective on a Restricted
                ------------------------------------
Date,  the  balances  in  the  Company  Contribution   Accounts  (including  any
contributions  and investment  earnings (or loss) of each  Participant  who is a
Participant  in the Plan and an  Employee  or  Director on that date will become
fully vested and nonforfeitable.

         13.5   Prohibition Against Amendment. During the Restricted Period, the
                -----------------------------
provisions  of the  Section  13 may not be  amended  or  deleted  and may not be
superseded by any other  provision of the Plan  (including the provisions of any
exhibit or supplement thereto).
<PAGE>


                                   ARTICLE XIV
                       Amendment, Termination and Vesting
                       ----------------------------------

         14.1   Amendment.  The Plan may be amended, suspended, or terminated at
                ---------
any  time by  Company  or the  Plan  Administrator  in  their  sole  discretion;
provided,  however,  that no such  amendment,  suspension or  termination  shall
result in any reduction in the value of the vested and  non-forfeitable  portion
of a Participant's  Account balance  determined as of the effective date of such
amendment.  In  addition,  the  Plan,  and/or  the  terms of any  election  made
hereunder,  may be amended  at any time and in any  respect by Company or by the
Plan  Administrator  if and to the  extent  recommended  by  counsel in order to
conform to the requirements of Code Section 409A and regulations thereunder.

         14.2   Termination.  In  the event  of any suspension or termination of
                -----------
the  Plan,  payment  of  Participants'  Accounts  shall  be  made  under  and in
accordance  with the terms of the Plan and the applicable  elections;  provided,
however, that the Plan Administrator may determine,  in its sole discretion,  to
accelerate  payments  to  all  Participants  if  and to  the  extent  that  such
acceleration is permitted under Code Section 409A and regulations thereunder.

         14.3   Vesting.  In no event shall any Participant  hereunder  have any
                -------
vested  rights or  entitlements  hereunder  except as  specifically  provided in
Article V. No Participant shall have any right to future deferrals, tax benefits
or any specific  Measurement  Fund or continuation of any deferral,  Measurement
Fund or economic or tax advantage associated with this Plan.

         The  Company  and  Plan   Administrator's   rights  of  amendment   and
termination  under this Article are reserved and are  enforceable  regardless of
performance rendered by any Participant, election made by any Participant or any
other Plan term, except that no such amendment,  suspension or termination shall
result in any reduction in the value of the vested and  non-forfeitable  portion
of a  Participant's  Accounts  determined  as of  the  effective  date  of  such
amendment.

         14.4   Acceleration  of  Payments.   To  the  extent   consistent  with
                --------------------------
regulations  under Code Section 409A, the Company reserves the right in its sole
discretion to accelerate the payment of any benefits payable under the Plan into
a lump sum at any time.

         14.5   Notice.  Notice  of any amendment or termination  shall be given
                ------
to each  Participant  and  Beneficiary of any deceased  Participant  entitled to
benefits to the extent such amendment or termination would impact their benefit.

                                         FIRST BANKS, INC.



                                         By: /s/ John Kitson
                                            --------------------------------

                                         Title:  Senior Vice President
                                               -----------------------------

                                         Date:   April 25, 2008
                                              ------------------------------