exhibit10_53.htm


    
Exhibit
10.53


    


    


    


    


    


    


    The
CORPORATEplan for
RetirementSM

    EXECUTIVE
Plan

    


    BASIC PLAN
DOCUMENT

    


    


    


    


    


    


    IMPORTANT
NOTE

    


    This
document has not been approved by the Department of Labor, the Internal Revenue
Service or any other governmental entity.  The Employer must determine
whether the plan is subject to the Federal securities laws and the securities
laws of the various states.  The Employer may not rely on this
document to ensure any particular tax consequences or to ensure that the Plan is
"unfunded and maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees"
under the Employee Retirement Income Security Act with respect to the Employer's
particular situation.  Fidelity Management Trust Company, its
affiliates and employees cannot and do not provide legal or tax advice or
opinions in connection with this document.  This document does not
constitute legal or tax advice or opinions and is not intended or written to be
used, and it cannot be used by any taxpayer, for the purposes of avoiding
penalties that may be imposed on the taxpayer.  This document must be reviewed by
the Employer’s attorney prior to adoption.

    


    
      
        
          
            (07/2007)                                                                                     
ECM NQ 2007 BPD

            ©  2007
Fidelity Management & Research Company

            


          

           


        

        
          1

          
            

          

        

        
           


          
            Exhibit
10.53

          

        

      

    

    


    CORPORATEplan
for Retirement EXECUTIVE

    BASIC
PLAN DOCUMENT

    


    ARTICLE
1

    ADOPTION AGREEMENT

    


    ARTICLE
2

    DEFINITIONS

    


    2.01 - Definitions

    


    ARTICLE
3

         PARTICIPATION

    


    3.01 - Date of
Participation

    3.02 - Participation Following a
Change in Status

    


    


    ARTICLE
4

    CONTRIBUTIONS

    


    4.01 - Deferral
Contributions

    4.02 - Matching
Contributions

    4.03 - Employer
Contributions

    4.04 - Election Forms

    


    ARTICLE
5

    PARTICIPANTS' ACCOUNTS

    


    ARTICLE
6

    INVESTMENT OF ACCOUNTS

    


    6.01 - Manner of
Investment

    6.02 - Investment Decisions, Earnings
and Expenses

    


    ARTICLE
7

    RIGHT TO BENEFITS

    


    7.01 - Retirement

    7.02 - Death

    7.03 - Separation from
Service

    7.04 - Vesting after Partial
Distribution

    7.05 - Forfeitures

    7.06 - Change in Control

    7.07 - Disability

    7.08 - Directors

    


    ARTICLE
8

    DISTRIBUTION OF BENEFITS

    


    8.01 – Events Triggering and Form of
Distributions

    8.02 - Notice to Trustee

    8.03 – Unforeseeable Emergency
Withdrawals

    


    ARTICLE
9

    AMENDMENT AND
TERMINATION

    


    9.01 - Amendment by
Employer

    9.02 - Termination

    


    ARTICLE
10

    MISCELLANEOUS

    


    10.01 - Communication to
Participants

    10.02 - Limitation of
Rights

    10.03 - Nonalienability of
Benefits

    10.04 - Facility of
Payment

    10.05 – Plan Records

    10.06 - USERRA

    10.07 - Governing Law

    


    ARTICLE
11

    PLAN ADMINISTRATION

    


    11.01 - Powers and Responsibilities
of the Administrator

    11.02 - Claims and Review
Procedures

    


     

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    


    PREAMBLE

    


    


    It
is the intention of the Employer to establish herein an unfunded plan maintained
solely for the purpose of providing deferred compensation for a select group of
management or highly compensated employees as provided in ERISA.  The
Employer further intends that this Plan comply with Code section 409A, and the
Plan is to be construed accordingly.

    


    If
the Employer has previously maintained the Plan described herein pursuant to a
previously existing plan document or description, the Employer’s adoption of
this Plan document is an amendment and complete restatement of, and supersedes,
such previously existing document or description with respect to benefits
accrued or to be paid on or after the effective date of this document (except to
the extent expressly provided otherwise herein).

    


    


    


    Article
1.  Adoption
Agreement.

    


    


    Article
2.  Definitions.

    


    


    2.01.  Definitions.

    


    (a)           Wherever
used herein, the following terms have the meanings set forth below, unless a
different meaning is clearly required by the context:

    


    
      	
               
      

            	
              (1)  "Account"
      means an account established on the books of the Employer for the purpose
      of recording amounts credited to a Participant and any income, expenses,
      gains, or losses attributable
thereto.

            


    

    


    
      	
              (2)  

            	
              “Active
      Participant” means a Participant who is eligible to accrue benefits under
      a plan (other than earnings on amounts previously deferred) within the
      24-month period ending on the date the Participant becomes a Participant
      under Section 3.01.  Notwithstanding the above, however, a
      Participant is not an Active Participant if he has been paid all amounts
      deferred under the plan, provided that he was, on and before the date of
      the last payment, ineligible to continue or to elect to continue to
      participate in the plan for periods after such last payment (other than
      through an election of a different time and form of payment with respect
      to the amounts paid).

            


    

    


    
      	
              (A)  

            	
              For
      purposes of Section 4.01(d), as used in the first paragraph of the
      definition of “Active Participant” above, “plan” means an account balance
      plan (or portion thereof) of the Employer or a Related Employer subject to
      Code section 409A pursuant to which the Participant is eligible to accrue
      benefits only if the Participant elects to defer compensation thereunder,
      and the “date the Participant becomes a Participant under Section 3.01”
      refers only to the date the Participant becomes a Participant with respect
      to Deferral Contributions.

            


    

    


    
      	
              (B)  

            	
              For
      purposes of Section 8.01(a)(2), as used in the first paragraph of the
      definition of “Active Participant” above, “plan” means an account balance
      plan (or portion thereof) of the Employer or a Related Employer subject to
      Code section 409A pursuant to which the Participant is eligible to accrue
      benefits without any election by the Participant to defer compensation
      thereunder, and the “date the Participant becomes a Participant under
      Section 3.01” refers only to the date the Participant becomes a
      Participant with respect to Matching or Employer
      Contributions.

            


    

    


    
      	
               
      

            	
              (3)  "Administrator"
      means the Employer adopting this Plan (but excluding Related Employers) or
      other person designated by the Employer in Section
  1.01(c).

            


    

    


    
      	
               
      

            	
              (4)  "Adoption
      Agreement" means Article 1, under which the Employer establishes and
      adopts or amends the Plan and selects certain provisions of the
      Plan.  The provisions of the Adoption Agreement are an integral
      part of the Plan.

            


    

    


    
      	
               
      

            	
              (5)  "Beneficiary"
      means the person or persons entitled under Section 7.02 to receive
      benefits under the Plan upon the death of a
  Participant.

            


    

    


    
      	
               
      

            	
              (6)  “Bonus”
      means any Performance-based Bonus or any Non-performance-based Bonus as
      listed and identified in the table in Section 1.05(a)(2)
      hereof.

            


    

    


    
      	
               
      

            	
              (7)   “Change
      in Control” means a change in control with respect to the applicable
      corporation, as defined in 26 CFR section 1.409A-3(i)(5).  For
      purposes of this definition “applicable corporation”
  means:

            


    

    


    
      	
              (A)  

            	
              The
      corporation for which the Participant is performing services at the time
      of the change in control event;

            


    

    


    
      	
              (B)  

            	
              The
      corporation(s) liable for payment hereunder (but only if either the
      accrued benefit hereunder is attributable to the performance of service by
      the Participant for such corporation(s) or there is a bona fide business
      purpose for such corporation(s) to be liable for such payment and, in
      either case, no significant purpose of making such corporation(s) liable
      for such benefit is the avoidance of Federal income tax);
    or

            


    

    


    
      	
              (C)  

            	
              A
      corporate majority shareholder of one of the corporations described in (A)
      or (B) above or any corporation in a chain of corporations in which each
      corporation is a majority shareholder of another corporation in the chain,
      ending in a corporation identified in (A) or (B)
  above.

            


    

    


    
      	
               
      

            	
              (8)    "Code"
      means the Internal Revenue Code of 1986, as amended from time to
      time.

            


    

    


    
      	
               
      

            	
              (9)    "Compensation"
      means for purposes of Article 4:

            


    

    


    
      	
               
      

            	
              (A)  If
      the Employer elects Section 1.04(a), such term as defined in such Section
      1.04(a).

            


    

    


    
      	
              (B)  

            	
              If
      the Employer elects Section 1.04(b), wages as defined in Code section
      3401(a) and all other payments of compensation to an Employee by the
      Employer (in the course of the Employer’s trade or business) for which the
      Employer is required to furnish the Employee a written statement under
      Code sections 6041(d) and 6051(a)(3), excluding any items elected by the
      Employer in Section 1.04(b), reimbursements or other expense allowances,
      fringe benefits (cash and non-cash), moving expenses, deferred
      compensation and welfare benefits, but including amounts that are not
      includable in the gross income of the Employee under a salary reduction
      agreement by reason of the application of Code section 125, 132(f)(4),
      402(e)(3), 402(h) or 403(b).  Compensation shall be determined
      without regard to any rules under Code section 3401(a) that limit the
      remuneration included in wages based on the nature or location of the
      employment or the services performed (such as the exception for
      agricultural labor in Code section
3401(a)(2)).

            


    

    


     

    
      	
              (C)  

            	
              If
      the Employer elects Section 1.04(c), any and all monetary remuneration
      paid to the Director by the Employer, including, but not limited to,
      meeting fees and annual retainers, and excluding items listed in Section
      1.04(c).

            


    

    


    For
purposes of this Section 2.01(a)(9), Compensation shall also include amounts
deferred pursuant to an election under Section 4.01.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    (10)   “Deferral
Contribution” means a hypothetical contribution credited to a Participant’s
Account as the result of the Participant’s election to reduce his Compensation
in exchange for such credit, as described in Section 4.01.

    


    
      	
               
      

            	
              (11)  “Director”
      means a person, other than an Employee, who is elected or appointed as a
      member of the board of directors of the Employer, with respect to a
      corporation, or to an analogous position with respect to an entity that is
      not a corporation.

            


    

    


    (12)  “Disability”
is described in Section 1.07(a)(2).

    


    
      	
               
      

            	
              (13)  "Employee"
      means any employee of the Employer.

            


    

    


    
      	
               
      

            	
              (14)  "Employer"
      means the employer named in Section 1.02(a) and any Related Employers
      listed in Section 1.02(b).

            


    

    


    (15)  “Employer
Contribution” means a hypothetical contribution credited to a Participant’s
Account under the Plan as a result of the Employer’s crediting of such amount,
as described in Section 4.03.

    


    (16)
"Employment Commencement Date" means the date on which the Employee commences
employment with the Employer.

    


    
      	
               
      

            	
              (17)  "ERISA"
      means the Employee Retirement Income Security Act of 1974, as from time to
      time amended.

            


    

    


    
      	
               
      

            	
              (18)   “Inactive
      Participant” means a Participant who is not an Employee or
      Director.

            


    

    


    (19)   “Matching
Contribution” means a hypothetical contribution credited to a Participant’s
Account under the Plan as a result of the Employer’s crediting of such amount,
as described in Section 4.02.

    


    (20)  “Non-performance-based
Bonus” means any Bonus listed under the column entitled “non-performance based”
in Section 1.05(a)(2).

    


     (21)  "Participant"
means any Employee or Director who participates in the Plan in accordance with
Article 3 (or formerly participated in the Plan and has an amount credited to
his Account).

    


    (22)  “Performance-based
Bonus” means any Bonus listed under the column entitled “performance based” in
Section 1.05(a)(2), which constitutes compensation, the amount of, or
entitlement to, which is contingent on the satisfaction of pre-established
organizational or individual performance criteria relating to a performance
period of at least 12 consecutive months and which is further defined in 26 CFR
section 1.409A-1(e).

    


    (23)  "Permissible
Investment" means the investments specified by the Employer as available for
hypothetical investment of Accounts.  The Permissible Investments
under the Plan are listed in the Service Agreement, and the provisions of the
Service Agreement listing the Permissible Investments are hereby incorporated
herein.

    


    (24)  "Plan"
means the plan established by the Employer as set forth herein as a new plan or
as an amendment to an existing plan, such establishment to be evidenced by the
Employer’s execution of the Adoption Agreement, together with any and all
amendments hereto.

    


    (25)  "Related
Employer" means any employer other than the Employer named in Section 1.02(a),
if the Employer and such other employer are members of a controlled group of
corporations (as defined in Code section 414(b)) or trades or businesses
(whether or not incorporated) under common control (as defined in Code section
414(c)).

    


    (26)  “Separation
from Service” means the date the Participant retires or otherwise has a
termination of employment (or a termination of the contract pursuant to which
the Participant has provided services as a Director, for a Director Participant)
with the Employer and all Related Employers, as further defined in 26 CFR
section 1.409A-1(h); provided, however, that

    


    (A)         For
purposes of this paragraph (26), the definition of “Related Employer” shall be
modified as follows:

    


    (i)         In
applying Code section 1563(a)(1), (2) and (3) for purposes of determining a
controlled group of corporations under Code section 414(b), the phrase “at least
50%” shall be used instead of “at least 80 percent” each place “at least 80
percent” appears in Code section 1563(a)(1), (2) and (3); and

    


    (ii)         In
applying 26 CFR section 1.414(c)-2 for purposes of determining trades or
business (whether or not incorporated) under common control for purposes of Code
section 414(c), the phrase “at least 50%” shall be used instead of “at least 80
percent” each place “at least 80 percent” appears in 26 CFR section
1.414(c)-2.

    


    (B)         In
the event a Participant provides services to the Employer or a Related Employer
as an Employee and a Director,

     

                    (i) The
Employee Participant’s services as a Director are not taken into account in
determining whether the Participant has a Separation from Service as an
Employee; and

    


     (ii) The
Director Participant’s services as an Employee are not taken into account in
determining whether the Participant has a Separation from Service as a
Director

    


    provided
that this Plan is not aggregated with a plan subject to Code section 409A in
which the Director Participant participates as an employee of the Employer or a
Related Employer or in which the Employee Participant participates as a director
(or a similar position with respect to a non-corporate entity) of the Employer
or a Related Employer, as applicable, pursuant to 26 CFR section
1.409A-1(c)(2)(ii).

    


    (27)  “Service
Agreement” means the agreement between the Employer and Trustee regarding the
arrangement between the parties for recordkeeping services with respect to the
Plan.

    


    (28)  “Specified
Employee,” (unless defined by the Employer in a separate writing, in which case
such writing is hereby incorporated herein) means a Participant who meets the
requirements in 26 CFR section 1.409A-1(i) applying the default definition
components provided in such regulation (those that would apply absent elections,
as described in 26 CFR section 1.409A-1(i)(8)), including an identification date
of December 31.  In the event that such default definition components
are applicable, the Employer has elected Section 1.01(b)(2) and, immediately
prior to the date in Section 1.01(b)(2), the Plan applied an identification date
(the “prior date”) other than the December 31, the prior date shall continue to
apply, and December 31 shall not apply, until the date that is 12 months after
the date in Section 1.01(b)(2).

    


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    (29)  "Trust"
means the trust created by the Employer, pursuant to the Trust agreement between
the Employer and the Trustee, under which assets are held, administered, and
managed, subject to the claims of the Employer's creditors in the event of the
Employer's insolvency, until paid to Participants and their Beneficiaries as
specified in the Plan.

    


    (30)  "Trust
Fund" means the property held in the Trust by the Trustee.

    


    (31)  "Trustee"
means the individual(s) or entity appointed by the Employer under the Trust
agreement.

    


    (32)  “Unforeseeable
Emergency” is as defined in 26 CFR section 1.409A-3(i)(3)(i).

    


    (33)  “Year
of Service” is as defined in Section 7.03(b) for purposes of the elapsed time
method and in Section 7.03(c) for purposes of the class year
method.

    


    (b)            Pronouns
used in the Plan are in the masculine gender but include the feminine gender
unless the context clearly indicates otherwise.

    


    


    Article
3.  Participation.

    


    3.01.  Date of
Participation.  An Employee or
Director becomes a Participant on the date such Employee’s or Director’s
participation becomes effective (as described in Section 1.03).

    


    
      	
              3.02.  

            	
              Participation
      following a Change in
Status.

            


    

    


    (a)  If a Participant ceases
to be an Employee or Director and thereafter resumes the same status he had as a
Participant during his immediately previous participation in the Plan (as an
Employee if previously a Participant as an Employee and as a Director if
previously a Participant as a Director), he will again become a Participant
immediately upon resumption of such status, provided, however, that if such
Participant is a Director, he is an eligible Director upon resumption of such
status (as defined in Section 1.03(b)), and provided, further, that if such
Participant is an Employee, he is an eligible Employee upon resumption of such
status (as defined in Section 1.03(a)).  Deferral Contributions to
such Participant’s Account thereafter, if any, shall be subject to (1) or (2)
below.

    


    (1) If
the Participant resumes such status during a period for which such Participant
had previously made a valid deferral election pursuant to Section 4.01, he shall
immediately resume such Deferral Contributions.  Deferral
Contributions applicable to periods thereafter shall be made pursuant to the
election and other rules described in Section 4.01.

    


    (2) If
the Participant resumes such status after the period described in the first
sentence of paragraph (1) of this Section 3.02, any Deferral Contributions with
respect to such Participant shall be made pursuant to the election and other
rules described in Section 4.01.

    


    (b) When
an individual who is a Participant due to his status as an eligible Employee (as
defined in Section 1.03(a)) continues in the employ of the Employer or Related
Employer but ceases to be an eligible Employee, the individual shall not receive
an allocation of Matching or Employer Contributions for the period during which
he is not an eligible Employee.  Such Participant shall continue to
make Deferral Contributions throughout the remainder of the applicable period
(as described in Section 4.01) in which such change in status occurs, if, and
as, applicable.

    


     

    (c) When
an individual who is a Participant due to his status as an eligible Director (as
defined in Section 1.03(b)) continues his directorship with the Employer or a
Related Employer but ceases to be an eligible Director, the individual shall not
receive an allocation of Matching or Employer Contributions for the period
during which he is not an eligible Director.  Such Participant shall
continue to make Deferral Contributions throughout the remainder of the
applicable period (as described in Section 4.01) in which such change in status
occurs, if, and as, applicable.

    


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Article
4.  Contributions.

    


    
      	
              4.  

            	
              01  Deferral
      Contributions.  If elected
      by the Employer pursuant to Section 1.05(a) and/or 1.06(a), a Participant
      described in such applicable Section may elect to reduce his Compensation
      by a specified percentage or dollar amount.  The Employer shall
      credit an amount to the Participant’s Account equal to the amount of such
      reduction.  Except as otherwise provided in this Section 4.01,
      such election shall be effective to defer Compensation relating to all
      services performed in the calendar year beginning after the calendar year
      in which the Participant executes the election.  Under no
      circumstances may a salary reduction agreement be adopted
      retroactively.  If the Employer has elected to apply Section
      1.05(a)(2), no amount will be deducted from Bonuses unless the Participant
      has made a separate deferral election applicable to such
      Bonuses.  A Participant’s election to defer Compensation may be
      changed at any time before the last permissible date for making such
      election, at which time such election becomes
      irrevocable.  Notwithstanding anything herein to the contrary,
      the conditions under which a Participant may make a deferral election as
      provided in the applicable salary reduction agreement are hereby
      incorporated herein and supersede any otherwise inconsistent Plan
      provision.

            


    

    


    
      	
              (a)  

            	
              Performance
      Based Bonus.  With
      respect to a Performance-based Bonus, a separate election made pursuant to
      Section 1.05(a)(2) will be effective to defer such Bonus if made no later
      than 6 months before the end of the period during which the services on
      which such Performance-based Bonus is based are
  performed.

            


    

    


    
      	
              (b)  

            	
              Fiscal
      Year Bonus.
      With respect to a Bonus relating to a period of service coextensive
      with one or more consecutive fiscal years of the Employer, of which no
      amount is paid or payable during the service period, a separate election
      pursuant to Section 1.05(a)(2) will be effective to defer such Bonus if
      made no later than the close of the Employer’s fiscal year next preceding
      the first fiscal year in which the Participant performs any services for
      which such Bonus is payable.

            


    

    


    
      	
              (c)  

            	
              Cancellation of Salary
      Reduction Agreement.

            


    

    


    (1) The
Administrator may cancel a Participant’s salary reduction agreement pursuant to
the provisions of 26 CFR section 1.409A-3(j)(4)(viii) in connection with the
Participant’s Unforeseeable Emergency.  To the extent required
pursuant to the application of 26 CFR section 1.401(k)-1(d)(3) (or any successor
thereto), a Participant’s salary reduction agreement shall be automatically
cancelled.

    


    (2) The
Administrator may cancel a Participant’s salary reduction agreement pursuant to
the provisions of 26 CFR section 1.409A-3(j)(4)(xii) in connection with the
Participant’s disability.  Such cancellation must occur by the later
of the end of the Participant’s taxable year or the 15th day of
the third month following the date the Participant incurs a
disability.  For purposes of this paragraph (2), a disability is any
medically determinable physical or mental impairment resulting in the
Participant’s inability to perform the duties of his or her position or any
substantially similar position, where such impairment can be expected to result
in death or can be expected to last for a continuous period of not less than six
months.

    


    


    In no
event may the Participant, directly or indirectly, elect such a
cancellation.  A cancellation pursuant to this subsection (c) shall
apply only to Compensation not yet earned.

    


    
      	
                          
      (d)

            	
              Initial
      Deferral Election.   Notwithstanding
      the above, if the Participant is not an Active Participant, the
      Participant may make an election to defer Compensation within 30 days
      after the Participant becomes a Participant, which election shall be
      effective with respect to Compensation payable for services performed
      during the calendar year (or other deferral period described in (a) or (b)
      above, as applicable) and after the date of such election.  For
      Compensation that is earned based upon a specified performance period
      (e.g., an annual bonus) an election pursuant to this subsection (d) will
      be effective to defer an amount equal to the total amount of the
      Compensation for the performance period multiplied by the ratio of the
      number of days remaining in the performance period after the election over
      the total number of days in the performance
  period.

            


    

    


    4.02.  Matching
Contributions.  If so provided by
the Employer in Section 1.05(b) and/or 1.06(b)(1), the Employer shall credit a
Matching Contribution to the Account of each Participant entitled to such
Matching Contribution.  The amount of the Matching Contribution shall
be determined in accordance with Section 1.05(b) and/or 1.06(b)(1), as
applicable, provided, however, that the Matching Contributions credited to the
Account of a Participant pursuant to Section 1.05(b)(2) shall be limited
pursuant to (a) and (b) below:

    


    (a) The
sum of Matching Contributions made on behalf of a Participant pursuant to
Section 1.05(b)(2) for any calendar year and any other benefits the Participant
accrues pursuant to another plan subject to Code section 409A as a result of
such Participant’s action or inaction under a qualified plan with respect to
elective deferrals and other employee pre-tax contributions subject to the
contribution restrictions under Code section 401(a)(30) or 402(g) shall not
result in an increase in the amounts deferred under all plans subject to Code
section 409A in which the Participant participates in excess of the limit with
respect to elective deferrals under Code section 402(g)(1)(A), (B) and (C) in
effect for the calendar year in which such action or inaction occurs;
and

    


    (b) The
Matching Contributions made on behalf of a Participant pursuant to Section
1.05(b)(2) shall never exceed 100% of the matching amounts that would be
provided under the qualified employer plan identified in Section 1.05(b)(2)
absent any plan-based restrictions that reflect limits on qualified plan
contributions under the Code.

    


    4.03. Employer
Contributions. If so provided by the
Employer in Section 1.05(c)(1) and/or 1.06(b)(2), the Employer shall make an
Employer Contribution to be credited to the Account of each Participant entitled
thereto in the amount provided in such Section(s).  If so provided by
the Employer in Section 1.05(c)(2) and/or 1.06(b)(3), the Employer may make an
Employer Contribution to be credited to the Account maintained on behalf of any
Participant in such an amount as the Employer, in its sole discretion, shall
determine, subject to the provisions of the applicable Section.

    


    4.04. Election
Forms. Notwithstanding anything
herein to the contrary, the terms of an election form with respect to the
conditions under which a Participant may make any election hereunder, as
provided in such form (whether electronic or otherwise) are hereby incorporated
herein and supersede any otherwise inconsistent Plan provision.

    


    Article 5.  Participants'
Accounts.  The Administrator
will maintain an Account for each Participant, reflecting hypothetical
contributions credited to the Participant, along with hypothetical earnings,
expenses, gains and losses, pursuant to the terms hereof.  A
hypothetical contribution shall be credited to the Account of a Participant on
the date determined by the Employer and accepted by the Plan
recordkeeper.  The Administrator will maintain such other accounts and
records as it deems appropriate to the discharge of its duties under the
Plan.

    


    


    Article
6.  Investment of
Accounts.

    


    6.01.  Manner of
Investment.  All amounts
credited to the Accounts of Participants shall be treated as though invested and
reinvested only in Permissible Investments.

    


    6.02.   Investment
Decisions, Earnings and Expenses.  Investments in
which the Accounts of Participants shall be treated as invested and reinvested
shall be directed by the Employer or by each Participant, or both, in accordance
with Section 1.09.  All dividends, interest, gains, and distributions
of any nature that would be earned on a Permissible Investment will be credited
to the Account as though reinvested in additional shares of that Permissible
Investment.Expenses that would be attributable to such investments shall be
charged to the Account of the Participant.

    


     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    Article
7.   Right to
Benefits.

    


    7.01.  Retirement.  If provided by
the Employer in Section 1.08(e)(1), the Account of a Participant or an Inactive
Participant who attains retirement eligibility prior to a Separation from
Service will be 100% vested.

    


    7.02.  Death.  If provided by
the Employer in Section 1.08(e)(2), the Account of a Participant or former
Participant who dies before the distribution of his entire Account will be 100%
vested, provided that at the time of his death he is earning Years of
Service.

    


    A
Participant may designate a Beneficiary or Beneficiaries, or change any prior
designation of Beneficiary or Beneficiaries, by giving notice to the
Administrator on a form designated by the Administrator.  If more than
one person is designated as the Beneficiary, their respective interests shall be
as indicated on the designation form.

    


    A copy of
the death certificate or other sufficient documentation must be filed with and
approved by the Administrator.  If upon the death of the Participant
there is, in the opinion of the Administrator, no designated Beneficiary for
part or all of the Participant's Account, such amount will be paid to his
surviving spouse or, if none, to his estate (such spouse or estate shall be
deemed to be the Beneficiary for purposes of the Plan).  If a
Beneficiary dies after benefits to such Beneficiary have commenced, but before
they have been completed, and, in the opinion of the Administrator, no person
has been designated to receive such remaining benefits, then such benefits shall
be paid to the deceased Beneficiary's estate.

    


    A
distribution to a Beneficiary of a Specified Employee is not considered to be a
payment to a Specified Employee for purposes of Sections 1.07 and
8.01(e).

    


    7.03.  Separation from
Service.

    


    
      	
               
      

            	
              (a) General.  If
      provided by the Employer in Section 1.08, and subject to Section
      1.08(e)(2), if a Participant has a Separation from Service, he will be
      entitled to a benefit equal to (i) the vested percentage(s) of the value
      of the Matching and Employer Contributions credited to his Account, as
      adjusted for income, expense, gain, or loss, such percentage(s) determined
      in accordance with the vesting schedule(s) and methodology selected by the
      Employer in Section 1.08, and (ii) the value of the Deferral Contributions
      to his Account as adjusted for income, expense, gain, or
      loss.  The amount payable under this Section 7.03 will be
      distributed in accordance with Article
8.

            


    

    


    


    


    


    


    


    
      	
               
      

            	
              (b) Elapsed
      Time Vesting.   Unless otherwise provided by the
      Employer in Section 1.08, vesting shall be determined based on the elapsed
      time method.  For purposes of the elapsed time method, "Years of
      Service" means, with respect to any Participant or Inactive Participant,
      the number of whole years of his periods of service with the Employer and
      any Related Employers (as defined in Section 2.01(a)(26)(A)), subject to
      any exclusion elected by the Employer in Section 1.08(c).  A
      Participant or Inactive Participant will receive credit for the aggregate
      of all time period(s) commencing with his Employment Commencement Date and
      ending on the date a break in service begins, unless any such years are
      excluded by Section 1.08(c).  A Participant or Inactive
      Participant will also receive credit for any period of severance of less
      than 12 consecutive months.  Fractional periods of a year will
      be expressed in terms of days.

            


    

    


    A break
in service is a period of severance of at least 12 consecutive
months.  A “period of severance” is a continuous period of time
beginning on the date the Participant or Inactive Participant incurs a
Separation from Service, or if earlier, the 12-month anniversary of the date on
which the Participant or Inactive Participant was otherwise first absent from
service.

    


    Notwithstanding
the above, the Employer shall comply with any service crediting rules to the
extent required by applicable law.

    


    
      	
               
      

            	
              (c) Class
      Year Vesting.  If provided by the Employer in Section
      1.08, a Participant’s or Inactive Participant’s vested percentage in the
      Matching Contributions and/or Employer Contributions portion(s) of his
      Account shall be determined pursuant to the class year
      method.  Pursuant to such method, amounts attributable to the
      applicable contribution types are assigned to “class years” established in
      the records of the Plan.  Such class years are years (calendar
      or non-calendar) to which the contribution is assigned by the
      Administrator, as described in the Service Agreement between the Trustee
      and the Employer.  The Participant’s or Inactive Participant’s
      vested percentage in amounts attributable to a particular contribution is
      determined from the beginning of the applicable class year to the date the
      Participant or Inactive Participant incurs a Separation from
      Service.  For purposes of the class year method, a Participant
      or Inactive Participant is credited with a Year of Service on the first
      day of each such class year.

            


    

    


    7.04.  Vesting
after Partial Distribution.  If a distribution
from a Participant's Account has been made to him at a time when his Account is
less than 100% vested, the vesting schedule in Section 1.08 will thereafter
apply only to amounts in his Account attributable to Matching Contributions and
Employer Contributions credited after such distribution.  The balance
of his Account attributable to Matching Contributions and Employer Contributions
immediately after such distribution will be subject to the following for the
purpose of determining his interest therein.

    


    At any
relevant time prior to a forfeiture of any portion thereof under Section 7.05, a
Participant's nonforfeitable interest in the portion of his Account described in
the sentence immediately above will be equal to P(AB + (RxD))-(RxD), where P is
the nonforfeitable percentage at the relevant time determined under Section
1.08; AB is the account balance of such portion at the relevant time; D is the
amount of the distribution; and R is the ratio of the account balance of such
portion at the relevant time to the account balance of such portion after
distribution.  Following a forfeiture of any portion of such portion
under Section 7.05 below, any balance with respect to such portion will remain
fully vested and nonforfeitable.

    


    7.05.  Forfeitures.  Once payments are
to commence to a Participant or Inactive Participant hereunder, the portion of
such Account subject to the same payment commencement date but not yet vested,
if any, (determined by his vested percentage at such payment commencement date)
will be forfeited by him

    


    7.06.  Change in
Control.  If the Employer
has elected to apply Section 1.07(a)(3)(D), then, upon a Change in Control,
notwithstanding any other provision of the Plan to the contrary, all Participant
Accounts shall be 100% vested.

    


    7.07.  Disability.  If the Employer
has elected to apply Section 1.08(e)(3), then, upon the date a Participant
incurs a Disability, as defined in Section 1.07(a)(2), notwithstanding any other
provision of the Plan to the contrary, all Accounts of such Participant shall be
100% vested.

    


    7.08.  Directors.  Notwithstanding
any other provision of the Plan to the contrary, all Accounts of a Participant
who is a Director shall be 100% vested at all times, including Accounts
attributable to the Participant’s service as an Employee, if any.

    


     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    Article
8.  Distribution of
Benefits.

    


    8.01 Events
Triggering, and Form of, Distributions.

    


    
      	
              (a)  

            	
              Events
      triggering the distribution of benefits and the form of such distributions
      are described in Section 1.07(a), pursuant to the Employer’s election
      and/or the Participant’s election, as
  applicable.

            


    

    


    
      	
              (1)  

            	
              With
      respect to the form and time of distribution of amounts attributable to a
      Deferral Contribution, a Participant election must be made no later than
      the time by which the Participant must elect to make a Deferral
      Contribution, as described in Section
4.01.

            


    

    


    
      	
              (2)  

            	
              With
      respect to the form and time of distribution of amounts attributable to
      Matching or Employer Contributions, a Participant election must be made no
      later than the time by which a Participant would be required to make a
      Deferral Contribution as described in Section 4.01 with respect to the
      calendar year for which the Matching and/or Employer Contributions are
      credited.  For purposes of applying Section 4.01(d) “Active
      Participant” shall have the meaning assigned in Section
      2.01(a)(2)(B).

            


    

    


    
      	
              (3)  

            	
              Notwithstanding
      anything herein to the contrary, an election choosing a distribution
      trigger and payment method pursuant to Section 1.07(a)(1) will only be
      effective with respect to amounts attributable to contributions credited
      to the Participant’s Account for the calendar year (or other deferral
      period described in 4.01(a) or (b)) to which such election
      relates.  Amounts attributable to contributions credited to a
      Participant's account prior to the effective date of any new election will
      not be affected and will be paid in accordance with the otherwise
      applicable election.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      the Employer elects to permit a distribution election change pursuant to
      Section 1.07(b), then any such distribution election change must satisfy
      (1) through (3) below:

            


    

    


    
      	
               
      

            	
              (1)  Such
      election may not take effect until at least 12 months after the date on
      which such election is made.

            


    

    


    
      	
               
      

            	
              (2)  In
      the case of an election related to a payment not on account of Disability,
      death or the occurrence of an Unforeseeable Emergency, the payment with
      respect to which such election is made must be deferred for a period of
      not less than five years from the date such payment would otherwise have
      been paid (or in the case of installment payments, five years from the
      date the first amount was scheduled to be
paid).

            


    

    


     

    
      	
               
      

            	
              (3)  Any
      election related to a payment at a specified time or pursuant to a fixed
      schedule may not be made less than 12 months prior to the date the payment
      is scheduled to be paid (or in the case of installment payments, 12 months
      prior to the date the first amount was scheduled to be
    paid).

            


    

    


    With
respect to any initial distribution election, a Participant shall in no event be
permitted to make more than one distribution election change.

    


    
      	
               
      

            	
              (c)  A
      Participant’s entitlement to installments will not be treated as an
      entitlement to a series of separate
payments.

            


    

    


    
      	
               
      

            	
              (d)  If
      the Plan does not provide for Plan-level payment triggers pursuant to
      Section 1.07(a)(3), and the Participant does not designate in the manner
      prescribed by the Administrator the method of distribution, and/or the
      distribution trigger (if and as required), such method of distribution
      shall be a lump sum at Separation from
Service.

            


    

    


    
      	
               
      

            	
              (e)  Notwithstanding
      anything herein to the contrary, with respect to any Specified Employee,
      if the applicable payment trigger is Separation from Service, then payment
      shall not commence before the date that is six months after the date of
      Separation from Service (or, if earlier, the date of death of the
      Specified Employee, pursuant to Section 7.02).  Payments to
      which a Specified Employee would otherwise be entitled during the first
      six months following the date of Separation from Service are delayed by
      six months.

            


    

    


    
      	
               
      

            	
              (f)  Notwithstanding
      anything herein to the contrary, the Administrator may, in its discretion,
      automatically pay out a Participant’s vested Account in a lump sum,
      provided that such payment satisfies the requirements in (1) through (3)
      below:

            


    

    


    
      	
              (1)  

            	
              Such
      payment results in the termination and liquidation of the entirety of the
      Participant’s interest under the plan (as defined in 26 CFR section
      1.409A-1(c)(2)), including all agreements, methods, programs, or other
      arrangements with respect to which deferrals of compensation are treated
      as having been deferred under a single nonqualified deferred compensation
      plan under 26 CFR section
1.409A-1(c)(2);

            


    

    


    
      	
              (2)  

            	
              Such
      payment is not greater than the applicable dollar amount under Code
      section 402(g)(1)(B); and

            


    

    


    
      	
              (3)  

            	
              Such
      exercise of Administrator discretion is evidenced in writing no later than
      the date of such payment.

            


    

    


    
      	
               
      

            	
              (g)  Notwithstanding
      anything herein to the contrary, the Administrator may, in its discretion,
      delay a payment otherwise required hereunder to a date after the
      designated payment date due to any of the circumstances described in (1)
      through (4) below, provided that the Administrator treats all payments to
      similarly situated Participants on a reasonably consistent
      basis.

            


    

    


    
      	 	
              (1)  

            	
              In
      the event the Administrator reasonably anticipates that, if the payment
      were made as scheduled, the Employer’s deduction with respect to such
      payment would not be permitted due to the application of Code section
      162(m), provided the delay complies with the conditions in 26 CFR section
      1.409A-2(b)(7)(i).

            


    

    


    
      	
              (2)  

            	
              In
      the event the Administrator reasonably anticipates that the making of such
      payment will violate Federal securities laws or other applicable law,
      provided the delay complies with the conditions in 26 CFR section
      1.409A-2(b)(7)(ii).

            


    

    


    
      	
              (3)  

            	
              Upon
      such other events and conditions as the Commissioner of the Internal
      Revenue Service may prescribe in generally applicable guidance published
      in the Internal Revenue Bulletin.

            


    

    


    
      	
              (4)  

            	
              Upon
      a change in control event, provided the delay complies with conditions in
      26 CFR section 1.409A-3(i)(5)(iv).

            


    

    


    
      	
               
      

            	
              (h)  Notwithstanding
      anything herein to the contrary, the Administrator may provide an election
      to change the time or form of a payment hereunder to satisfy the
      requirements of the Uniformed Services Employment and Reemployment Rights
      Act of 1994, as amended, 38 USC sections 4301 through
  4344.

            


    

    


     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    8.02.  Notice to
Trustee.  The Administrator
will provide direction to the Trustee, as provided in the Trust agreement,
whenever any Participant or Beneficiary is entitled to receive benefits under
the Plan.  The Administrator's notice shall indicate the form, amount
and frequency of benefits that such Participant or Beneficiary shall
receive.

    


    8.03.  Unforeseeable
Emergency Withdrawals.  Notwithstanding
anything herein to the contrary, a Participant may apply to the Administrator to
withdraw some or all of his Account if such withdrawal is made on account of an
Unforeseeable Emergency as determined by the Administrator in accordance with
the requirements of and subject to the limitations provided in 26 CFR section
1.409A-3(i)(3).

    


    Article
9.  Amendment and
Termination.

    


    9.01  Amendment
by Employer.  The Employer
reserves the authority to amend the Plan in its discretion.  Any such
amendment notwithstanding, no Participant's Account shall be reduced by such
amendment below the amount to which the Participant would have been entitled if
he had voluntarily left the employ of the Employer immediately prior to the date
of the change.

    


    9.02.  Termination.  The Employer has
no obligation or liability whatsoever to maintain the Plan for any length of
time and may terminate the Plan at any time by written notice delivered to the
Trustee without any liability hereunder for any such discontinuance or
termination.  Such termination shall comply with 26 CFR section
1.409A-3(j)(4)(ix) and other applicable guidance.

    


    


    Article
10.  Miscellaneous.

    


    10.01.  Communication
to Participants.  The Plan will be
communicated to all Participants by the Employer promptly after the Plan is
adopted.

    


    10.02.  Limitation
of Rights.  Neither the
establishment of the Plan and the Trust, nor any amendment thereof, nor the
creation of any fund or account, nor the payment of any benefits, will be
construed as giving to any Participant or other person any legal or equitable
right against the Employer, Administrator or Trustee, except as provided herein;
in no event will the terms of employment or service of any individual be
modified or in any way affected hereby.

    


    10.03.  Nonalienability
of Benefits.  The benefits
provided hereunder will not be subject to alienation, assignment, garnishment,
attachment, execution or levy of any kind, either voluntarily or involuntarily,
and any attempt to cause such benefits to be so subjected will not be
recognized, except to such extent as may be required by law and as provided
pursuant to a domestic relations order (defined in Code section 414(p)(1)(B)),
as determined by the Administrator.  Pursuant to a domestic relations
order, payments may be accelerated to a time sooner, and pursuant to a schedule
more rapid, than the time and schedule applicable in the absence of the domestic
relations order, provided that such payment pursuant to such order is not made
to the Participant and provided further that this provision shall not be
construed to provide the Participant discretion regarding whether such payment
time or schedule will be accelerated.

    


    


    10.04.  Facility
of Payment.  In the event the
Administrator determines, on the basis of medical reports or other evidence
satisfactory to the Administrator, that the recipient of any benefit payments
under the Plan is incapable of handling his affairs by reason of minority,
illness, infirmity or other incapacity, the Administrator may disburse such
payments, or direct the Trustee to disburse such payments, as applicable, to a
person or institution designated by a court which has jurisdiction over such
recipient or a person or institution otherwise having the legal authority under
State law for the care and control of such recipient.  The receipt by
such person or institution of any such payments shall be complete acquittance
therefore, and any such payment to the extent thereof, shall discharge the
liability of the Trust for the payment of benefits hereunder to such
recipient.

    


    
      	
              10.05.  

            	
                Plan
      Records.  The
      Administrator shall maintain the records of the Plan on a calendar-year
      basis.

            


    

    


    10.06. USERRA.  Notwithstanding
anything herein to the contrary, the Administrator shall permit any Participant
election and make any payments hereunder required by the Uniformed Services
Employment and Reemployment Rights Act of 1994, as amended, 38 USC
4301-4334.

    


    10.07. Governing
Law.  The Plan and the
accompanying Adoption Agreement will be construed, administered and enforced
according to ERISA, and to the extent not preempted thereby, the laws of the
State in which the Employer has its principal place of business, without regard
to the conflict of laws principles of such State.

    


     

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    Article
11.  Plan
Administration.

    


    11.01.  Powers
and Responsibilities of the Administrator.  The Administrator
has the full power and the full responsibility to administer the Plan in all of
its details, subject, however, to the applicable requirements of
ERISA.  The Administrator's powers and responsibilities include, but
are not limited to, the following:

    


    (a)           To
make and enforce such rules and regulations as it deems necessary or proper for
the efficient administration of the Plan;

    


    (b)           To
interpret the Plan, its interpretation thereof in good faith to be final and
conclusive on all persons claiming benefits under the Plan;

    


    (c)           To
decide all questions concerning the Plan and the eligibility of any person to
participate in the Plan;

    


    (d)           To
administer the claims and review procedures specified in Section
11.02;

    


    (e)           To
compute the amount of benefits which will be payable to any Participant, former
Participant or Beneficiary in accordance with the provisions of the
Plan;

    


    (f)           To
determine the person or persons to whom such benefits will be paid;

    


    (g)           To
authorize the payment of benefits;

    


    (h)           To
appoint such agents, counsel, accountants, and consultants as may be required to
assist in administering the Plan; and

    


    (i)           
By written instrument, to allocate and delegate its responsibilities, including
the formation of an administrative committee to administer the
Plan.

    


    


    


    


    


    11.02.  Claims and Review
Procedures.

    


    (a)           Claims
Procedure.  If any person believes he is being denied any
rights or benefits under the Plan, such person may file a claim in writing with
the Administrator.  If any such claim is wholly or partially denied,
the Administrator will notify such person of its decision in
writing.  Such notification will contain (i) specific reasons for the
denial, (ii) specific reference to pertinent Plan provisions, (iii) a
description of any additional material or information necessary for such person
to perfect such claim and an explanation of why such material or information is
necessary, and (iv) information as to the steps to be taken if the person wishes
to submit a request for review, including a statement of the such person’s right
to bring a civil action under ERISA section 502(a) following as adverse
determination upon review.  Such notification will be given within 90
days after the claim is received by the Administrator (or within 180 days, if
special circumstances require an extension of time for processing the claim, and
if written notice of such extension and circumstances is given to such person
within the initial 90-day period).

    


    If the
claim concerns disability benefits under the Plan, the Plan Administrator must
notify the claimant in writing within 45 days after the claim has been filed in
order to deny it.  If special circumstances require an extension of
time to process the claim, the Plan Administrator must notify the claimant
before the end of the 45-day period that the claim may take up to 30 days longer
to process.  If special circumstances still prevent the resolution of
the claim, the Plan Administrator may then only take up to another 30 days after
giving the claimant notice before the end of the original 30-day
extension.  If the Plan Administrator gives the claimant notice that
the claimant needs to provide additional information regarding the claim, the
claimant must do so within 45 days of that notice.

    


    (b)           Review
Procedure.  Within 60 days after the date on which a person
receives a written notice of a denied claim (or, if applicable, within 60 days
after the date on which such denial is considered to have occurred), such person
(or his duly authorized representative) may (i) file a written request with the
Administrator for a review of his denied claim and of pertinent documents and
(ii) submit written issues and comments to the Administrator.  This
written request may include comments, documents, records, and other information
relating to the claim for benefits.  The claimant shall be provided,
upon the claimant’s request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the claim for
benefits.  The review will take into account all comments, documents,
records, and other information submitted by the claimant relating to the claim,
without regard to whether such information was submitted or considered in the
initial benefit determination.  The Administrator will notify such
person of its decision in writing.  Such notification will be written
in a manner calculated to be understood by such person and will contain specific
reasons for the decision as well as specific references to pertinent Plan
provisions.  The decision on review will be made within 60 days after
the request for review is received by the Administrator (or within 120 days, if
special circumstances require an extension of time for processing the request,
such as an election by the Administrator to hold a hearing, and if written
notice of such extension and circumstances is given to such person within the
initial 60-day period). The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the Plan
expects to render the determination on review.

    


    If the
initial claim was for disability benefits under the Plan and has been denied by
the Plan Administrator, the claimant will have 180 days from the date the
claimant received notice of the claim’s denial in which to appeal that
decision.  The review will be handled completely independently of the
findings and decision made regarding the initial claim and will be processed by
an individual who is not a subordinate of the individual who denied the initial
claim.  If the claim requires medical judgment, the individual
handling the appeal will consult with a medical professional whom was not
consulted regarding the initial claim and who is not a subordinate of anyone
consulted regarding the initial claim and identify that medical professional to
the claimant.

    


    


    The Plan
Administrator shall provide the claimant with written notification of a plan’s
benefit determination on review.  In the case of an adverse benefit
determination, the notification shall set forth, in a manner calculated to be
understood by the claimant – the specific reason or reasons for the adverse
determinations, reference to the specific plan provisions on which the benefit
determination is based, a statement that the claimant is entitled to receive,
upon the claimant’s request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the claim for
benefits.

    


    


    10