exhibit10_10.htm


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    FPIC Insurance Group,
Inc.

     

    


    Deferred Compensation
Plan

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         
          
          
            

          

        

      

      
         


         


      

      
         


        
          FPIC
Insurance Group, Inc. Deferred Compensation Plan

          


          


        

      

    

     

     

    
      
        	
                Article I

              	 
	
                Establishment and
      Purpose 

              	 1
	 
      	 
	
                Article II

              	 
	
                Definitions 

              	 1
	 
      	 
	
                Article III

              	 
	
                Eligibility and
      Participation 

              	 9
	 
      	 
	
                Article IV

              	 
	
                Deferrals 

              	 10
	 
      	 
	
                Article V

              	 
	
                Company
      Contributions 

              	 13
	 
      	 
	
                Article VI

              	 
	
                Benefits 

              	 14
	 
      	 
	
                Article VII

              	 
	
                Modifications to Payment
      Schedules 

              	 17
	 
      	 
	
                Article
VIII

              	 
	
                Valuation of Account Balances;
      Investments 

              	 18
	 
      	 
	
                Article IX

              	 
	
                Administration 

              	 19
	 
      	 
	
                Article X

              	 
	
                Amendment and
      Termination 

              	 21
	 
      	 
	
                Article XI

              	 
	
                Informal
      Funding 

              	 21
	 
      	 
	
                Article XII

              	 
	
                Claims 

              	 22
	 
      	 
	
                Article
XIII

              	 
	
                General
      Provisions 

              	 27


      

    

    
 


    
      
        
          
            

          
  

      

      
         


         


      

      
         


        
          FPIC
Insurance Group, Inc. Deferred Compensation Plan

          


          


        

      

    


    Article I

    Establishment and
Purpose

     

    FPIC
Insurance Group, Inc. (the “Company”) hereby amends and restates the FPIC
Insurance Group, Inc. Deferred Compensation Plan (the “Plan”), effective January
1, 2008. This amendment and restatement applies to all amounts previously or
hereafter deferred under the Plan, it being expressly intended that this
amendment and restatement shall constitute a material modification of the Plan
as in effect on October 3, 2004, such that all amounts deferred under the Plan
prior to January 1, 2005, shall be subject to Code Section 409A.

    


    The
purpose of the Plan is to attract and retain key employees and Directors by
providing each Participant with an opportunity to defer receipt of a portion of
their salary, bonus, and other specified compensation. The Plan is not intended
to meet the qualification requirements of Code Section 401(a), but is intended
to meet the requirements of Code Section 409A, and shall be operated and
interpreted consistent with that intent.

    


    The
Plan constitutes an unsecured promise by a Participating Employer to pay
benefits in the future. Participants in the Plan shall have the status of
general unsecured creditors of the Company or the Adopting Employer, as
applicable. Each Participating Employer shall be solely responsible for payment
of the benefits of its employees and their beneficiaries. The Plan is unfunded
for Federal tax purposes and is intended to be an unfunded arrangement for
eligible employees who are part of a select group of management or highly
compensated employees of the Employer within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA. Any amounts set aside to defray the
liabilities assumed by the Company or an Adopting Employer will remain the
general assets of the Company or the Adopting Employer and shall remain subject
to the claims of the Company’s or the Adopting Employer's creditors until such
amounts are distributed to the Participants.

    


    


    Article II

    Definitions

     

    
      	
              2.1

            	
              Account.
      Account means a bookkeeping account maintained by the Committee to record
      the payment obligation of a Participating Employer to a Participant as
      determined under the terms of the Plan. The Committee may maintain an
      Account to record the total obligation to a Participant and component
      Accounts to reflect amounts payable at different times and in different
      forms. Reference to an Account means any such Account established by the
      Committee, as the context requires. Accounts are intended to constitute
      unfunded obligations within the meaning of Sections 201(2), 301(a)(3) and
      401(a)(1) of ERISA.

            


    

    


    
      	
              2.2

            	
              Account
      Balance. Account Balance means, with respect to any Account, the
      total payment obligation owed to a Participant from such Account as of the
      most recent Valuation Date.

            


    


    
      
        
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              2.3

            	
              Adopting
      Employer. Adopting Employer means an Affiliate who, with the
      consent of the Company, has adopted the Plan for the benefit of its
      eligible employees.

            


    

    


    
      	
              2.4

            	
              Affiliate.
      Affiliate means a corporation, trade or business that, together with the
      Company, is treated as a single employer under Code Section 414(b) or
      (c).

            


    

    


    
      	
              2.5

            	
              Beneficiary.
      Beneficiary means a natural person, estate, or trust designated by a
      Participant to receive payments to which a Beneficiary is entitled in
      accordance with provisions of the Plan. The Participant’s spouse, if
      living, otherwise the Participant’s estate, shall be the Beneficiary if:
      (i)the Participant has failed to properly designate a Beneficiary, or (ii)
      all designated Beneficiaries have predeceased the
    Participant.

            


    

    


    A
former spouse shall have no interest under the Plan, as Beneficiary or
otherwise, unless the Participant designates such person as a Beneficiary after
dissolution of the marriage, except to the extent provided under the terms of a
domestic relations order as described in  Code Section
414(p)(1)(B).

    


    
      	
              2.6

            	
              Business
      Day. A
      Business Day is each day on which the New York Stock Exchange is open for
      business.

            


    

    


    
      	
              2.7

            	
              Change in
      Control.
      Change in Control, with respect to a Participating Employer that is
      organized as a corporation, occurs on the date on which any of the
      following events occur (i) a change in the ownership of the Participating
      Employer; (ii) a change in the effective control of the Participating
      Employer; (iii) a change in the ownership of a substantial portion of the
      assets of the Participating
Employer.

            


    

    


    For
purposes of this Section, a change in the ownership of the Participating
Employer occurs on the date on which any one person, or more than one person
acting as a group, acquires ownership of stock of the Participating Employer
that, together with stock held by such person or group constitutes more than 50%
of the total fair market value or total voting power of the stock of the
Participating Employer. A change in the effective control of the Participating
Employer occurs on the date on which either (i) a person, or more than one
person acting as a group, acquires ownership of stock of the Participating
Employer possessing 30% or more of the total voting power of the stock of the
Participating Employer, taking into account all such stock acquired during the
12-month period ending on the date of the most recent acquisition, or (ii) a
majority of the members of the Participating Employer’s Board of Directors is
replaced during any 12-month period by directors whose appointment or election
is not endorsed by a majority of the members of such Board of Directors prior to
the date of the appointment or election, but only if no other corporation is a
majority shareholder of the Participating Employer . A change in the ownership
of a substantial portion of assets occurs on the date on which any one person,
or more than one person acting as a group, other than a person or group
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Insurance Group, Inc. Deferred Compensation Plan

          


          


        

      

    

     

    persons
that is related to the Participating Employer, acquires assets from the
Participating Employer that have a total gross fair market value equal to or
more than 40% of the total gross fair market value of all of the assets of the
Participating Employer immediately prior to such acquisition or acquisitions,
taking into account all such assets acquired during the 12-month period ending
on the date of the most recent acquisition.

    


    An
event constitutes a Change in Control with respect to a Participant only if the
Participant performs services for the Participating Employer that has
experienced the Change in Control, or the Participant’s relationship to the
affected Participating Employer otherwise satisfies the requirements of Treasury
Regulation Section 1.409A-3(i)(5)(ii).

    


    Notwithstanding
anything to the contrary herein, with respect to a Participating Employer that
is a partnership, Change in Control means only a change in the ownership of the
partnership or a change in the ownership of a substantial portion of the assets
of the partnership, and the provisions set forth above respecting such changes
relative to a corporation shall be applied by analogy.

    


    The
determination as to the occurrence of a Change in Control shall be based on
objective facts and in accordance with the requirements of Code Section
409A.

    


    
      	
              2.8

            	
              Claimant.
      Claimant means a Participant or Beneficiary filing a claim under Article
      XII of this Plan.

            


    

    


    
      	
              2.9

            	
              Code. Code
      means the Internal Revenue Code of 1986, as amended from time to
      time.

            


    

    


    
      	
              2.10

            	
              Code Section
      409A. Code Section 409A means section 409A of the Code, and
      regulations and other guidance issued by the Treasury Department and
      Internal Revenue Service
thereunder.

            


    

    


    
      	
              2.11

            	
              Committee.
      Committee means the committee appointed by the Board of Directors of the
      Company (or the appropriate committee of such board) to administer the
      Plan. If no designation is made, the Chief Executive Officer of the
      Company or his delegate shall have and exercise the powers of the
      Committee.

            


    

    


    
      	
              2.12

            	
              Company.
      Company means FPIC Insurance Group,
Inc.

            


    

    


    
      	
              2.13

            	
              Company
      Contribution. Company Contribution means a credit by a
      Participating Employer to a Participant’s Account(s) in accordance with
      the provisions of Article V of the Plan. Except to the extent otherwise
      provided in Article V, Company Contributions are credited at the sole
      discretion of the Participating Employer and the fact that a Company
      Contribution is credited in one year shall not obligate the Participating
      Employer to continue to make such Company Contribution in subsequent
      years. Unless

            


    


    
      
        
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    the
context clearly indicates otherwise, a reference to Company Contribution shall
include Earnings attributable to such contribution.

    


    
      	
              2.14

            	
              Compensation.
      Compensation means a Participant’s base salary, bonus, commission, Directors' fees, and such
      other cash or equity-based compensation (if any) approved by the Committee
      as Compensation that may be deferred under this Plan. Compensation shall
      not include any compensation that has been previously deferred under this
      Plan or any other arrangement subject to Code Section
  409A.

            


    

    


    
      	
              2.15

            	
              Compensation Deferral
      Agreement. Compensation Deferral Agreement means an agreement
      between a Participant and a Participating Employer that specifies (i) the
      amount of each component of Compensation that the Participant has elected
      to defer to the Plan in accordance with the provisions of Article IV, and
      (ii) the Payment Schedule applicable to one or more Accounts (other than
      the Retirement Account). The Committee may permit different deferral
      amounts for each component of Compensation and may establish a minimum or
      maximum deferral amount for each such component. Unless otherwise
      specified by the Committee in the Compensation Deferral Agreement,
      Participants may defer up to 100% of their Compensation for a Plan Year. A
      Compensation Deferral Agreement may also specify the investment allocation
      described in Section 8.4.

            


    

    


    
      	
              2.16

            	
              Death Benefit.
      Death Benefit means the benefit payable under the Plan to a Participant’s
      Beneficiary(ies) upon the Participant’s death as provided in Section 6.1
      of the Plan.

            


    

    


    
      	
              2.17

            	
              Deferral.
      Deferral means a credit to a Participant’s Account(s) that records that
      portion of the Participant’s Compensation that the Participant has elected
      to defer to the Plan in accordance with the provisions of Article IV.
      Unless the context of the Plan clearly indicates otherwise, a reference to
      Deferrals includes Earnings attributable to such
  Deferrals.

            


    

    


    Deferrals
shall be calculated with respect to the gross cash Compensation payable to the
Participant prior to any deductions or withholdings, but shall be reduced by the
Committee as necessary so that it does not exceed 100% of the cash Compensation
of the Participant remaining after deduction of all required income and
employment taxes, 401(k) and other employee benefit deductions, and other
deductions required by law. Changes to payroll withholdings that affect the
amount of Compensation being deferred to the Plan shall be allowed only to the
extent permissible under Code Section 409A.

    


    
      	
              2.18

            	
              Director.  Director
      means a member of the Board of Directors of the
  Company.

            


    

    


    
      	
              2.19

            	
              Earnings.
      Earnings means a positive or negative adjustment to the value of an
      Account based upon the allocation of the Account by the Participant among
      deemed investment options in accordance with Article
  VIII.

            


    


    
      
        
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Insurance Group, Inc. Deferred Compensation Plan

          


          


        

      

    


    


    
      	
              2.20

            	
              Effective Date.
      Effective Date means January 1,
2008.

            


    

    


    
      	
              2.21

            	
              Eligible
      Employee. Eligible Employee means a full-time salaried Employee who
      is a member of a “select group of management or highly compensated
      employees” of a Participating Employer within the meaning of Sections
      201(2), 301(a)(3) and 401(a)(1) of ERISA, as determined by the Committee
      from time to time in its sole
discretion.

            


    

    


    
      	
              2.22

            	
              Employee.
      Employee means a common-law employee of an
  Employer.

            


    

    


    
      	
              2.23

            	
              Employer.
      Employer means, with respect to Employees it employs, the Company and each
      Affiliate.

            


    

    


    
      	
              2.24

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

            


    

    


    
      	
              2.25

            	
              Fiscal Year
      Compensation. Fiscal Year Compensation means Compensation earned
      during one or more consecutive fiscal years of a Participating Employer,
      all of which is paid after the last day of such fiscal year or
      years.

            


    

    


    
      	
              2.26

            	
              Participant.
      Participant means an Eligible Employee or Director who has received
      notification of his or her eligibility to defer Compensation under the
      Plan under Section 3.1 and any other person with an Account Balance
      greater than zero, regardless of whether such individual continues to be
      an Eligible Employee or a Director. A Participant’s continued
      participation in the Plan shall be governed by Section 3.2 of the
      Plan.

            


    

    


    
      	
              2.27

            	
              Participating
      Employer. Participating Employer means the Company and each
      Adopting Employer.

            


    

    


    
      	
              2.28

            	
              Payment Schedule.
      Payment Schedule means the date as of which payment of an Account
      under the Plan will commence and the form in which payment of such Account
      will be made.

            


    

    


    
      	
              2.29

            	
              Performance-Based
      Compensation. Performance-Based Compensation means Compensation
      where the amount of, or entitlement to, the Compensation is contingent on
      the satisfaction of pre-established organizational or individual
      performance criteria relating to a performance period of at least twelve
      consecutive months. Organizational or individual performance criteria are
      considered pre-established if established in writing by not later than
      ninety (90) days after the commencement of the period of service to which
      the criteria relate, provided that the outcome is substantially uncertain
      at the time the criteria are established. The determination of whether
      Compensation qualifies as

            


    


    
      
        
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              “Performance-Based
      Compensation” will be made in accordance with Treas. Reg. Section
      1.409A-1(e) and subsequent
guidance.

            


    

    


    
      	
              2.30

            	
              Plan.
      Generally, the term Plan means the “FPIC Insurance Group, Inc. Deferred
      Compensation Plan” as documented herein and as may be amended from time to
      time hereafter. However, to the extent permitted or required under Code
      Section 409A, the term Plan may in the appropriate context also mean a
      portion of the Plan that is treated as a single plan under Treas. Reg.
      Section 1.409A-1(c), or the Plan or portion of the Plan and any other
      nonqualified deferred compensation plan or portion thereof that is treated
      as a single plan under such
section.

            


    

    


    
      	
              2.31

            	
              Plan Year. Plan
      Year means January 1 through December
31.

            


    

    


    
      	
              2.32

            	
              Retirement.
      Retirement means a Participant’s Separation from Service after attainment
      of age 62.

            


    

    


    
      	
              2.33  

            	
              Retirement
      Account. Retirement Account means an Account established by the
      Committee to record the amount payable to a Participant resulting from
      Company Contributions credited to that
Account.

            


    

    


    
      	
              2.34  

            	
              Retirement Account
      Election. Retirement Account Election means a written election by a
      Participant that specifies the Payment Schedule applicable to the
      Retirement Account.  If a Participant fails to complete a
      Retirement Account Election, he or she shall be deemed to have elected to
      receive a lump sum payout of his or her Retirement
  Benefit.

            


    

    


    
      	
              2.35  

            	
              Retirement
      Benefit. Retirement Benefit means the benefit payable to a
      Participant under the Plan in accordance with Section
    6.1(d).

            


    

    


    
      	
              2.36  

            	
              Separation from
      Service. An Employee incurs a Separation from Service upon
      termination of employment with the Employer.  A Director incurs
      a Separation from Service upon the expiration of all contracts with the
      Employer, provided the contractual relationship has in good faith been
      completely terminated.  If a Participant is both a Director and
      an Employee, the services provided as a Director shall be disregarded in
      determining whether there has been a Separation from Service as an
      Employee, and the services provided as an Employee shall be disregarded in
      determining whether there has been a Separation from Service as a
      Director, provided the portion of the Plan in which the Participant
      participates as a Director is substantially similar to arrangements
      covering non-Employee Directors.  Whether a Separation from
      Service has occurred shall be determined by the Committee in accordance
      with Code Section 409A.

            


    

    


    Except
in the case of an Employee on a bona fide leave of absence as provided below, an
Employee is deemed to have incurred a Separation from Service if the Employer
and the Employee reasonably anticipated that the level of services to be
performed by the


    
      
        
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Insurance Group, Inc. Deferred Compensation Plan

          


          


        

      

    

    
 

    Employee
after a date certain would be reduced to 20% or less of the average services
rendered by the Employee during the immediately preceding 36-month period (or
the total period of employment, if less than 36 months), disregarding periods
during which the Employee was on a bona fide leave of absence.

    


    An
Employee who is absent from work due to military leave, sick leave, or other
bona fide leave of absence shall incur a Separation from Service on the first
date immediately following the later of (i) the six-month anniversary of the
commencement of the leave or (ii) the expiration of the Employee’s right, if
any, to reemployment under statute or contract.

    


    For
purposes of determining whether a Separation from Service has occurred, the
Employer means the Employer as defined in Section 2.23 of the Plan, except that
in applying Code sections 1563(a)(1), (2) and (3) for purposes of determining
whether another organization is an Affiliate of the Company under Code Section
414(b), and in applying Treasury Regulation Section 1.414(c)-2 for purposes of
determining whether another organization is an Affiliate of the Company under
Code Section 414(c), “at least 50 percent” shall be used instead of “at least 80
percent” each place in appears in those sections.

    


    The
Committee specifically reserves the right to determine whether a sale or other
disposition of substantial assets to an unrelated party constitutes a Separation
from Service with respect to a Participant providing services to the seller
immediately prior to the transaction and providing services to the buyer after
the transaction. Such determination shall be made in accordance with the
requirements of Code Section 409A.

    


    
      	
              2.37

            	
              Specified Date
      Account. A Specified Date Account means an Account established
      pursuant to Section 4.3 that will be paid (or that will commence to be
      paid) at a future date as specified in the Participant’s Compensation
      Deferral Agreement. Unless otherwise determined by the Committee, a
      Participant may maintain no more than five Specified Date Accounts. A
      Specified Date Account may be identified in enrollment materials as an
      “In-Service Account” or such other name as established by the Committee
      without affecting the meaning
thereof.

            


    

    


    
      	
              2.38

            	
              Specified Date
      Benefit. Specified Date Benefit means the benefit payable to a
      Participant under the Plan in accordance with Section
    6.1(b).

            


    

    


    
      	
              2.39

            	
              Specified
      Employee. Specified Employee means an Employee who, as of the date
      of his Separation from Service, is a “key employee” of the Company or any
      Affiliate, any stock of which is actively traded on an established
      securities market or otherwise.  An Employee is a key employee if he
      meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or (iii)
      (applied in accordance with applicable regulations thereunder and without
      regard to Code Section 416(i)(5)) at any time during the 12-month
      period

            


    

     


    
      
        
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    ending
on the Specified Employee Identification Date. Such Employee shall be treated as
a key employee for the entire 12-month period beginning on the Specified
Employee Effective Date.

    


    For
purposes of determining whether an Employee is a Specified Employee, the
compensation of the Employee shall be determined in accordance with the
definition of compensation provided under Treas. Reg. Section 1.415(c)-2(d)(3)
(wages within the meaning of Code section 3401(a) for purposes of income tax
withholding at the source, plus amounts excludible from gross income under
section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without
regard to rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed); provided,
however, that, with respect to a nonresident alien who is not a Participant in
the Plan, compensation shall not include compensation that is not includible in
the gross income of the Employee under Code Sections 872, 893, 894, 911, 931 and
933, provided such compensation is not effectively connected with the conduct of
a trade or business within the United States.

    


    Notwithstanding
anything in this paragraph to the contrary, (i) if a different definition of
compensation has been designated by the Company with respect to another
nonqualified deferred compensation plan in which a key employee participates,
the definition of compensation shall be the definition provided in Treas. Reg.
Section 1.409A-1(i)(2), and (ii) the Company may through action that is legally
binding with respect to all nonqualified deferred compensation plans maintained
by the Company, elect to use a different definition of
compensation.

    


    In
the event of corporate transactions described in Treas. Reg. Section
1.409A-1(i)6), the identification of Specified Employees shall be determined in
accordance with the default rules described therein, unless the Employer elects
to utilize the available alternative methodology through designations made
within the timeframes specified therein.

    


    
      	
              2.40

            	
              Specified Employee
      Identification Date. Specified Employee Identification Date means
      December 31, unless the Employer has elected a different date through
      action that is legally binding with respect to all nonqualified deferred
      compensation plans maintained by the
Employer.

            


    

    


    
      	
              2.41

            	
              Specified Employee
      Effective Date. Specified Employee Effective Date means the first
      day of the fourth month following the Specified Employee Identification
      Date, or such earlier date as is selected by the
  Committee.

            


    

    


    
      	
              2.42

            	
              Substantial Risk of
      Forfeiture. Substantial Risk of Forfeiture shall have the meaning
      specified in Treas. Reg. Section
1.409A-1(d).

            


    


    
      
        
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                2.43

              	
                Termination
      Account. Termination Account means an Account established by the
      Committee to record the amounts payable to a Participant that have not
      been allocated to a Specified Date Account or the Retirement Account.
      Unless the Participant has established a Specified Date Account, all
      Deferrals and Company Contributions (other than Company Contributions to a
      Retirement Account) shall be allocated to a Termination Account on behalf
      of the Participant.

              


      

    

    


    
      	
              2.44

            	
              Termination
      Benefit. Termination Benefit means the benefit payable (other than
      from the Retirement Account) to a Participant under the Plan following the
      Participant’s Separation from Service for reasons other than
      death.

            


    

    


    
      	
              2.45

            	
              Unforeseeable
      Emergency. An Unforeseeable Emergency means a severe financial
      hardship to the Participant resulting from an illness or accident of the
      Participant, the Participant’s spouse, the Participant’s dependent (as
      defined in Code section 152, without regard to section 152(b)(1), (b)(2),
      and (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due
      to casualty (including the need to rebuild a home following damage to a
      home not otherwise covered by insurance, for example,  as a
      result of a natural disaster); or other similar extraordinary and
      unforeseeable circumstances arising as a result of events beyond the
      control of the Participant. The types of events which may qualify as an
      Unforeseeable Emergency may be limited by the
  Committee.

            


    

    


    
      	
              2.46

            	
              Valuation Date.
      Valuation Date shall mean each Business
Day.

            


    

    


    
      	
              2.47

            	
              Year of
      Service. A Year of Service shall mean each 12-month period of
      continuous service with the
Employer.

            


    

    


    


    Article III

    Eligibility and
Participation

     

    
      	
              3.1

            	
              Eligibility and
      Participation. An Eligible Employee or Director becomes a
      Participant upon the earlier to occur of (i) a credit of Company
      Contributions under Article V or (ii) receipt of notification of
      eligibility to defer Compensation to the
Plan.

            


    

    


    
      	
              3.2

            	
              Duration. A
      Participant shall be eligible to defer Compensation and receive
      allocations of Company Contributions, subject to the terms of the Plan,
      for as long as such Participant remains an Eligible Employee or Director.
      A Participant who is no longer an Eligible Employee or a Director but has
      not Separated from Service may not defer Compensation under the Plan
      beyond the Plan Year in which he or she became ineligible, but may
      otherwise exercise all of the rights of a Participant under the Plan with
      respect to his or her Account(s). On and after a Separation from Service,
      a Participant shall remain a Participant as long as his or her Account
      Balance is greater than zero and during such time may continue to make
      allocation elections as provided in Section 8.4. An
    individual

            


    

     


    
      
        
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              shall
      cease being a Participant in the Plan when all benefits under the Plan to
      which he or she is entitled have been
paid.

            


    

     

    


     

    
      	
              Article
  IV

            


    

    Deferrals

    


    
      	
              4.1  

            	
              Deferral Elections,
      Generally.

            


    

    


    
      	
               
      

            	
              (a)

            	
              An
      Eligible Employee or Director shall submit a Compensation Deferral
      Agreement during the enrollment periods established by the Committee and
      in the manner specified by the Committee, but in any event, in accordance
      with Section 4.2. A Compensation Deferral Agreement that is not timely
      filed with respect to a service period or component of Compensation shall
      be considered void and shall have no effect with respect to such service
      period or Compensation. The Committee may modify any Compensation Deferral
      Agreement prior to the date the election becomes irrevocable under the
      rules of Section 4.2.

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Participant shall specify on his or her Compensation Deferral Agreement
      whether to allocate Deferrals to a Termination Account or to a Specified
      Date Account. If no designation is made, all Deferrals shall be allocated
      to the Termination Account. A Participant may also specify in his or her
      Compensation Deferral Agreement the Payment Schedule applicable to his or
      her Plan Accounts. If the Payment Schedule is not specified in a
      Compensation Deferral Agreement, the Payment Schedule shall be the Payment
      Schedule specified in Section 6.2.

            


    

    


    4.2           Timing Requirements for
Compensation Deferral Agreements.

    


    
      	
               
      

            	
              (a)

            	
              First Year of
      Eligibility. In the case of the first year in which an Eligible
      Employee or Director becomes eligible to participate in the Plan, he has
      up to 30 days following his initial eligibility to submit a Compensation
      Deferral Agreement with respect to Compensation to be earned during such
      year. The Compensation Deferral Agreement described in this paragraph
      becomes irrevocable upon the end of such 30-day period. The determination
      of whether an Eligible Employee or Director may file a Compensation
      Deferral Agreement under this paragraph shall be determined in accordance
      with the rules of Code Section 409A, including the provisions of Treas.
      Reg. Section 1.409A-2(a)(7).

            


    

    


    
      	
               
      

            	
              A
      Compensation Deferral Agreement filed under this paragraph applies to
      Compensation earned on and after the date the Compensation Deferral
      Agreement becomes irrevocable.

            


    

    



    
      
        
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              (b)  

            	
              Prior Year Election.
      Except as otherwise provided in this Section 4.2, Participants may defer
      Compensation by filing a Compensation Deferral Agreement no later than
      December 31 of the year prior to the year in which the Compensation to be
      deferred is earned. A Compensation Deferral Agreement described in this
      paragraph shall become irrevocable with respect to such Compensation as of
      January 1 of the year in which such Compensation is
  earned.

            


    

    


    
      	
              (c)  

            	
              Performance-Based
      Compensation. Participants may file a Compensation Deferral
      Agreement with respect to Performance-Based Compensation no later than the
      date that is six months before the end of the performance period, provided
      that:

            


    

    


    
      	
               
      

            	
              i.

            	
              the
      Participant performs services continuously from the later of the beginning
      of the performance period or the date the criteria are established through
      the date the Compensation Deferral Agreement is submitted;
    and

            


    

    
      	
               
      

            	
              ii.

            	
              the
      Compensation is not readily ascertainable as of the date the Compensation
      Deferral Agreement is filed.

            


    

    


    A
Compensation Deferral Agreement becomes irrevocable with respect to
Performance-Based Compensation as of the day immediately following the latest
date for filing such election. Any election to defer Performance-Based
Compensation that is made in accordance with this paragraph and that becomes
payable as a result of the Participant’s death or disability (as defined in
Treas. Reg. Section 1.409A-1(e)) or upon a Change in Control, prior to the
satisfaction of the performance criteria, will be void.

    


    
      	
              (d)  

            	
              Sales Commissions.
      Sales commissions (as defined in Treas. Reg. Section 1.409A-2(a)(12)(i))
      are considered to be earned in the taxable year of the Participant in
      which the customer remits payment to the Employer. The Compensation
      Deferral Agreement must be filed before the last day of the year preceding
      the year in which the sales commissions are earned and becomes irrevocable
      after that date.

            


    

    


    
      	
              (e)  

            	
              Investment Commissions.
      Investment commissions (as defined in Treas. Reg. Section
      1.409A-2(a)(12(ii)) are considered to be earned in the 12-month period
      immediately preceding the date assets are valued for purposes of
      calculating the commission. Investment Commissions must be deferred under
      the timing rules set forth in this Section
4.2.

            


    

    


    
      	
              (f)  

            	
              Fiscal Year
      Compensation. A Participant may defer Fiscal Year Compensation by
      filing a Compensation Deferral Agreement prior to the first day of the
      fiscal year or years in which such Fiscal Year Compensation is earned. The
      Compensation

            


    


    
      
        
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    Deferral
Agreement described in this paragraph becomes irrevocable on the first day of
the fiscal year or years to which it applies.

    


    
      	
              (g)  

            	
              Short-Term Deferrals.
      Compensation that meets the definition of a “short-term deferral”
      described in Treas. Reg. Section 1.409A-1(b)(4) may be deferred in
      accordance with the rules of Article VII, applied as if the date the
      Substantial Risk of Forfeiture lapses is the date payments were originally
      scheduled to commence, provided, however, that the provisions of Section
      7.3 shall not apply to payments attributable to a Change in
      Control.

            


    

    


    
      	
              (h)  

            	
              Certain Forfeitable
      Rights. With respect to a legally binding right to a payment in a
      subsequent year that is subject to a forfeiture condition requiring the
      Participant’s continued services for a period of at least twelve months
      from the date the Participant obtains the legally binding right, an
      election to defer such Compensation may be made on or before the 30th day
      after the Participant obtains the legally binding right to the
      Compensation, provided that the election is made at least twelve months in
      advance of the earliest date at which the forfeiture condition could
      lapse. The Compensation Deferral Agreement described in this paragraph
      becomes irrevocable after such 30th day. If the forfeiture condition
      applicable to the payment lapses before the end of the required service
      period as a result of the Participant’s death or disability (as defined in
      Treas. Reg. Section 1.409A-3(i)(4)), or upon a Change in Control, the
      Compensation Deferral Agreement will be void unless it would be considered
      timely under another rule described in this
  Section.

            


    

    


    
      	
              (i)  

            	
              Company Awards.
      Participating Employers may unilaterally provide for deferrals of Company
      awards prior to the date of such awards. Deferrals of Company awards (such
      as sign-on, retention, or severance pay) may be negotiated with a
      Participant prior to the date the Participant has a legally binding right
      to such Compensation.

            


    

    


    
      	
              (j)  

            	
              “Evergreen” Deferral
      Elections. The Committee, in its discretion, may provide in the
      Compensation Deferral Agreement that such Compensation Deferral Agreement
      will continue in effect for each subsequent year or performance period.
      Such “evergreen” Compensation Deferral Agreements will become effective
      with respect to an item of Compensation on the date such election becomes
      irrevocable under this Section 4.2. An evergreen Compensation Deferral
      Agreement may be terminated or modified prospectively with respect to
      Compensation for which such election remains revocable under this Section
      4.2. A Participant whose Compensation Deferral Agreement is cancelled in
      accordance with Section 4.6 will be required to file a new Compensation
      Deferral Agreement under this Article IV in order to recommence Deferrals
      under the Plan.

            


    


    
      
        
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              4.3

            	
              Allocation of
      Deferrals. A Compensation Deferral Agreement may allocate Deferrals
      to one or more Specified Date Accounts and/or to the Termination Account.
      The Committee may, in its discretion, establish a minimum deferral period
      for Specified Date Accounts (for example, the third Plan Year following
      the year Compensation subject to the Compensation Deferral Agreement is
      earned).

            


    

    


    
      	
              4.4

            	
              Deductions from
      Pay. The Committee has the authority to determine the payroll
      practices under which any component of Compensation subject to a
      Compensation Deferral Agreement will be deducted from a Participant’s
      Compensation.

            


    

    


    
      	
              4.5

            	
              Vesting.
      Participant Deferrals shall be 100% vested at all
  times.

            


    

     

    
      	
              4.6

            	
              Cancellation of
      Deferrals. The Committee may cancel a Participant’s Deferrals (i)
      for the balance of the Plan Year in which an Unforeseeable Emergency
      occurs, (ii) if the Participant receives a hardship distribution under the
      Employer’s qualified 401(k) plan, through the end of the Plan Year in
      which the six-month anniversary of the hardship distribution falls, and
      (iii) during periods in which the Participant is unable to perform the
      duties of his or her position or any substantially similar position due to
      a mental or physical impairment that can be expected to result in death or
      last for a continuous period of at least six months, provided cancellation
      occurs by the later of the end of the taxable year of the Participant or
      the 15th day of the third month following the date
      the Participant incurs the disability (as defined in this paragraph
      (iii)). 

            


    

    


    


    Article V

    Company
Contributions

     

    
      	
              5.1

            	
              Company
      Contributions.

            


    

    


    
      	
               
      

            	
              (a)

            	
              Discretionary Company
      Contributions.  The Participating Employer may, from time
      to time in its sole and absolute discretion, credit Company Contributions
      to any Participant in any amount determined by the Participating Employer.
      Such contributions will be credited to a Participant’s Termination
      Account.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Supplemental Retirement
      Contributions.  The Participating Employer shall from
      time to time credit Company Contributions to the Retirement Account of
      identified Participants in accordance with the attached Schedule A, as the
      same may be amended from time to
time.

            


    

    


    
      	
              5.2

            	
              Vesting.
      Company Contributions described in Section 5.1(a) above, and the Earnings
      thereon, shall vest in accordance with the vesting schedule(s) established
      by the Committee at the time that the Company Contribution is made.
      Company Contributions

            


    


    
      
        
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    described
in Section 5.1(b) above, and the Earnings thereon, shall be 100% vested at all
times.  All Company Contributions shall become 100% vested upon the
occurrence of the earliest of: (i) the death of the Participant while actively
employed; (ii) the Retirement of the Participant; (iii) the Participant’s
Separation from Service within twenty-four (24) months after a Change in
Control; or (iv) the termination of the Plan following a Change in
Control.  The Participating Employer may, at any time, in its sole
discretion, increase a Participant’s vested interest in a Company Contribution.
The portion of a Participant’s Accounts that remains unvested upon his or her
Separation from Service after the application of the terms of this Section 5.2
shall be forfeited.

    


    
      	
              5.2

            	
              Completion of
      Retirement Account Election.  A Participant who has been
      identified on Schedule A attached hereto as eligible to receive
      Supplemental Retirement Contributions shall file a Retirement Account
      Election with the Committee specifying the Payment Schedule applicable to
      the Retirement Account.  The Retirement Account Election shall
      be submitted no later than December 31 of the year prior to the first year
      in which a Supplemental Retirement Contribution is credited to his
      Retirement Account.

            


    

    


    


    Article VI

    Benefits

     

    
      	
              6.1

            	
              Benefits,
      Generally. A Participant shall be entitled to the following
      benefits under the Plan:

            


    

    


    
      	
              (a)  

            	
              Termination Benefit.
      Upon the Participant’s Separation from Service, he or she shall be
      entitled to a Termination Benefit. The Termination Benefit shall be equal
      to the vested portion of the Termination Account and (i) if the
      Termination Account is payable in a lump sum, the unpaid balances of any
      Specified Date Accounts, or (ii) if the Termination Account is payable in
      installments, the vested portion of any Specified Date Accounts with
      respect to which payments have not yet commenced. Payment of the
      Termination Benefit will be made or begin in the earlier of the January or
      July that is at least seven (7) months after the month in which Separation
      from Service occurs, based on the value of that Account as of the end of
      the month prior to the month of payment. If the Termination Benefit is to
      be paid in the form of installments, any subsequent installment payments
      will be paid on the anniversary of the date the initial installment was
      made.

            


    

    


    
      	
              (b)  

            	
              Specified Date Benefit.
      If the Participant has established one or more Specified Date Accounts, he
      or she shall be entitled to a Specified Date Benefit with respect to each
      such Specified Date Account. The Specified Date Benefit shall be equal to
      the vested portion of the Specified Date Account, based on the value of
      that Account as of the end of the month designated by the Participant at
      the time the

            


    


    
      
        
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    Account
was established. Payment of the Specified Date Benefit will be made or begin on
the first day of the month following the designated month.

    


    Death Benefit. In the event of the
Participant’s death, his or her designated Beneficiary(ies) shall be entitled to
a Death Benefit. The Death Benefit shall be equal to the vested portion of the
Termination Account and the vested portion of any unpaid balances in the
Retirement Account and in any Specified Date Accounts. The Death Benefit shall
be based on the value of the Accounts as of the end of the fifth Business Day
prior to the date of payment, with payment made on the date 90 days after the
date of death (or, if that date is not a Business Day, then on the next Business
Day after such date).

    


    
      	
              (c)  

            	
              Retirement Benefit.
      Upon the Separation from Service of a Participant with a balance in
      his or her Retirement Account, he or she will be entitled to a Retirement
      Benefit.  The Retirement Benefit shall be equal to the vested
      portion of the Retirement Account.  Payment of the Retirement
      Benefit will be made or begin in the earlier of the January or July that
      is at least seven (7) months after the month in which Separation from
      Service occurs, based on the value of that Account as of the end of the
      month prior to the month of payment.  If the Retirement Benefit
      is to be paid in the form of installments, any subsequent installment
      payments will be made on the anniversary of the date the first installment
      was made.

            


    

    


    
      	
              (d)  

            	
              Unforeseeable Emergency
      Payments. A Participant who experiences an Unforeseeable Emergency
      may submit a written request to the Committee to receive payment of all or
      any portion of his or her vested Accounts other than the Retirement
      Account. Whether a Participant or Beneficiary is faced with an
      Unforeseeable Emergency permitting an emergency payment shall be
      determined by the Committee based on the relevant facts and circumstances
      of each case, but, in any case, a distribution on account of Unforeseeable
      Emergency may not be made to the extent that such emergency is or may be
      reimbursed through insurance or otherwise, by liquidation of the
      Participant’s assets, to the extent the liquidation of such assets would
      not cause severe financial hardship, or by cessation of Deferrals under
      this Plan. If an emergency payment is approved by the Committee, the
      amount of the payment shall not exceed the amount reasonably necessary to
      satisfy the need, taking into account the additional compensation that is
      available to the Participant as the result of cancellation of deferrals to
      the Plan, including amounts necessary to pay any taxes or penalties that
      the Participant reasonably anticipates will result from the payment. The
      amount of the emergency payment shall be subtracted first from the vested
      portion of the Participant's Termination Account until depleted and then
      from the vested Specified Date Accounts, beginning with the Specified Date
      Account with the latest payment commencement date. Emergency payments
      shall be paid in a

            


    


    
      
        
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    single
lump sum within the 90-day period following the date the payment is approved by
the Committee.

    


    
      	
              6.2

            	
              Form of
      Payment.

            


    

    


    
      	
              (a)  

            	
              Termination Benefit;
      Retirement Benefit. A Participant who is entitled to receive a
      Termination Benefit or a Retirement Benefit shall receive payment of such
      benefit in a single lump sum, unless the Participant elects on his or her
      initial Compensation Deferral Agreement or Retirement Account Election, as
      appropriate, or pursuant to Article VII, to have such benefit paid in one
      of the following alternative forms of payment (i) substantially equal
      annual installments over a period of two to ten years, as elected by the
      Participant; or (ii) a lump sum payment of a percentage of the balance in
      the Termination Account or Retirement Account, as appropriate, with the
      balance paid in substantially equal annual installments over a period of
      two to ten years, as elected by the
Participant.

            


    

    


    
      	
              (b)  

            	
              Specified Date Benefit.
      The Specified Date Benefit shall be paid in a single lump sum, unless the
      Participant elects on the Compensation Deferral Agreement with which the
      account was established, or pursuant to Article VII, to have the Specified
      Date Account paid in substantially equal annual installments over a period
      of two to five years, as elected by the
  Participant.

            


    

    


    Notwithstanding
any election of a form of payment by the Participant, upon a Separation from
Service the unpaid balance of a Specified Date Account with respect to which
payments have not commenced shall be paid in accordance with the form of payment
applicable to the Termination or Death Benefit, as applicable. If such benefit
is payable in a single lump sum, the unpaid balance of all Specified Date
Accounts (including those in pay status) will be paid in a lump
sum.

    


    
      	
              (c)  

            	
              Death Benefit. A
      designated Beneficiary who is entitled to receive a Death Benefit shall
      receive payment of such benefit in a single lump
  sum.

            


    

    


    
      	
              (d)  

            	
              Change in Control. A
      Participant will receive a single lump sum payment equal to the unpaid
      balance of all of his or her Accounts upon a Separation from Service
      within 24 months following a Change in
Control.

            


    

    


    A
Participant or Beneficiary receiving installment payments when a Change in
Control occurs shall receive the balance of all unpaid Accounts in a single lump
sum within 90 days of said Change in Control.

    


    
      	
              (e)  

            	
              Small Account Balances.
      The Committee shall pay the value of the Participant’s Accounts upon a
      Separation from Service in a single lump sum if the balance
    of

            


    


    
      
        
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      such
Accounts is not greater than $25,000, provided the payment represents the
complete liquidation of the Participant’s interest in the
Plan.

    

     

    
      	
              (f)  

            	
              Rules Applicable to
      Installment Payments. If a Payment Schedule specifies installment
      payments, annual payments will be made beginning as of the payment
      commencement date for such installments and shall continue on each
      anniversary thereof until the number of installment payments specified in
      the Payment Schedule has been paid. The amount of each installment payment
      shall be determined by dividing (a) by (b), where (a) equals the Account
      Balance as of the Valuation Date and (b) equals the remaining number of
      installment payments.

            


    

    


    For
purposes of Article VII, installment payments will be treated as a single form
of payment. If a lump sum equal to less than 100% of the Termination Account is
paid, the payment commencement date for the installment form of payment will be
the first anniversary of the payment of the lump sum.

    


    
      	
              6.3

            	
              Acceleration of or
      Delay in Payments. The Committee, in its sole and absolute
      discretion, may elect to accelerate the time or form of payment of a
      benefit owed to the Participant hereunder, provided such acceleration is
      permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee may
      also, in its sole and absolute discretion, delay the time for payment of a
      benefit owed to the Participant hereunder, to the extent permitted under
      Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic
      relations order (within the meaning of Code Section 414(p)(1)(B))
      directing that all or a portion of a Participant’s Accounts be paid to an
      “alternate payee,” any amounts to be paid to the alternate payee(s) shall
      be paid in a single lump sum.

            


    

    


    


    Article VII

    Modifications to Payment
Schedules

     

    
      	
              7.1

            	
              Participant’s Right to
      Modify.  A Participant may modify any or all of the
      alternative Payment Schedules with respect to an Account, consistent with
      the permissible Payment Schedules available under the Plan, provided such
      modification complies with the requirements of this Article
      VII.  Notwithstanding the foregoing, prior to January 1, 2009,
      the Committee may permit a Participant to modify any or all of the
      alternative Payment Schedules with respect to an Account, consistent with
      the permissible Payment Schedules available under the Plan, and without
      regard to Sections 7.2, 7.3 and 7.4 hereof, provided such modification
      complies with the requirements of IRS Notice
  2007-86.

            


    

    


    
      	
              7.2

            	
              Time of
      Election. The date on which a modification election is submitted to
      the Committee must be at least twelve months prior to the date on which
      payment is scheduled to commence under the Payment Schedule in effect
      prior to the modification.

            


    


    
      
        
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              7.3

            	
              Date of Payment under
      Modified Payment Schedule. Except with respect to modifications
      that relate to the payment of a Death Benefit, the date payments are to
      commence under the modified Payment Schedule must be no earlier than five
      years after the date payment would have commenced under the original
      Payment Schedule. Under no circumstances may a modification election
      result in an acceleration of payments in violation of Code Section
      409A.

            


    

    


    
      	
              7.4

            	
              Effective Date.
      A modification election submitted in accordance with this Article VII is
      irrevocable upon receipt by the Committee and becomes effective 12 months
      after such date.

            


    

    


    
      	
              7.5

            	
              Effect on
      Accounts. An election to modify a Payment Schedule is specific to
      the Account or payment event to which it applies, and shall not be
      construed to affect the Payment Schedules of any other
      Accounts.

            


    

    


    


    Article VIII

    Valuation of Account Balances;
Investments

     

    
      	
              8.1

            	
              Valuation.
      Deferrals shall be credited to appropriate Accounts on the date such
      Compensation would have been paid to the Participant absent the
      Compensation Deferral Agreement. Company Contributions shall be credited
      to the Termination Account or the Retirement Account at the times
      determined by the Committee. Valuation of Accounts shall be performed
      under procedures approved by the
Committee.

            


    

    


    
      	
              8.2

            	
              Adjustment for
      Earnings. Each Account will be adjusted to reflect Earnings on each
      Business Day.  Adjustments shall reflect the net earnings,
      gains, losses, expenses, appreciation and depreciation associated with an
      investment option for each portion of the Account allocated to such option
      (“investment allocation”).

            


    

    


    
      	
              8.3

            	
              Investment
      Options. Investment options will be determined by the Committee.
      The Committee, in its sole discretion, shall be permitted to add or remove
      investment options from the Plan menu from time to time, provided that any
      such additions or removals of investment options shall not be effective
      with respect to any period prior to the effective date of such
      change.

            


    

    


    
      	
              8.4

            	
              Investment
      Allocations. A Participant’s investment allocation constitutes a
      deemed, not actual, investment among the investment options comprising the
      investment menu. At no time shall a Participant have any real or
      beneficial ownership in any investment option included in the investment
      menu, nor shall the Participating Employer or any trustee acting on its
      behalf have any obligation to purchase actual securities as a result of a
      Participant’s investment allocation. A Participant’s investment allocation
      shall be used

            


    


    
      
        
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    solely
for purposes of adjusting the value of a Participant’s Account
Balances.

    


    A
Participant shall specify an investment allocation for each of his Accounts in
accordance with procedures established by the Committee.  Allocation
among the investment options must be designated in increments of
1%.  The Participant’s investment allocation will become effective on
the same Business Day or, in the case of investment allocations received after a
time specified by the Committee, the next Business Day.

    


    A
Participant may change an investment allocation on any Business Day, both with
respect to future credits to the Plan and with respect to existing Account
Balances, in accordance with procedures adopted by the Committee. Changes shall
become effective on the same Business Day or, in the case of investment
allocations received after a time specified by the Committee, the next Business
Day, and shall be applied prospectively.

    


    
      	
              8.5

            	
              Unallocated Deferrals
      and Accounts. If the Participant fails to make an investment
      allocation with respect to an Account, such Account shall be invested in
      an investment option, the primary objective of which is the preservation
      of capital, as determined by the
Committee.

            


    

    


    


    Article IX

    Administration

     

    
      	
              9.1

            	
              Plan
      Administration. This Plan shall be administered by the Committee
      which shall have discretionary authority to make, amend, interpret and
      enforce all appropriate rules and regulations for the administration of
      this Plan and to utilize its discretion to decide or resolve any and all
      questions, including but not limited to eligibility for benefits and
      interpretations of this Plan and its terms, as may arise in connection
      with the Plan. Claims for benefits shall be filed with the Committee and
      resolved in accordance with the claims procedures in Article
      XII.

            


    

    


    
      	
              9.2

            	
              Administration Upon
      Change in Control. Upon a Change in Control, the Committee, as
      constituted immediately prior to such Change in Control, shall continue to
      act as the Committee. The individual who was the Chief Executive Officer
      of the Company (or if such person is unable or unwilling to act, the next
      highest ranking officer) prior to the Change in Control shall have the
      authority (but shall not be obligated) to appoint an independent third
      party to act as the Committee.

            


    

    


    Upon
such Change in Control, the Company may not remove the Committee, unless 2/3rds
of the members of the Board of Directors of the Company and a majority of
Participants and Beneficiaries with Account Balances consent to the removal and
replacement Committee. Notwithstanding the foregoing, neither the Committee nor
the


    
      
        
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    officer
described above shall have authority to direct investment of trust assets under
any rabbi trust described in Section 11.2.

    


    The
Participating Employer shall, with respect to the Committee identified under
this Section, (i) pay all reasonable expenses and fees of the Committee, (ii)
indemnify the Committee (including individuals serving as Committee members)
against any costs, expenses and liabilities including, without limitation,
attorneys’ fees and expenses arising in connection with the performance of the
Committee hereunder, except with respect to matters resulting from the
Committee’s gross negligence or willful misconduct and (iii) supply full and
timely information to the Committee on all matters related to the Plan, any
rabbi trust, Participants, Beneficiaries and Accounts as the Committee may
reasonably require.

    


    
      	
              9.3

            	
              Withholding.
      The Participating Employer shall have the right to withhold from any
      payment due under the Plan (or with respect to any amounts credited to the
      Plan) any taxes required by law to be withheld in respect of such payment
      (or credit). Withholdings with respect to amounts credited to the Plan
      shall be deducted from Compensation that has not been deferred to the
      Plan.

            


    

    


    
      	
              9.4

            	
              Indemnification.
      The Participating Employers shall indemnify and hold harmless each
      employee, officer, director, agent or organization, to whom or to which
      are delegated duties, responsibilities, and authority under the Plan or
      otherwise with respect to administration of the Plan, including, without
      limitation, the Committee and its agents, against all claims, liabilities,
      fines and penalties, and all expenses reasonably incurred by or imposed
      upon him or it (including but not limited to reasonable attorney fees)
      which arise as a result of his or its actions or failure to act in
      connection with the operation and administration of the Plan to the extent
      lawfully allowable and to the extent that such claim, liability, fine,
      penalty, or expense is not paid for by liability insurance purchased or
      paid for by the Participating Employer.  Notwithstanding the
      foregoing, the Participating Employer shall not indemnify any person or
      organization if his or its actions or failure to act are due to gross
      negligence or willful misconduct or for any such amount incurred through
      any settlement or compromise of any action unless the Participating
      Employer consents in writing to such settlement or
    compromise.

            


    

    


    
      	
              9.5

            	
              Delegation of
      Authority. In the administration of this Plan, the Committee may,
      from time to time, employ agents and delegate to them such administrative
      duties as it sees fit, and may from time to time consult with legal
      counsel who shall be legal counsel to the
  Company.

            


    

    


    
      	
              9.6

            	
              Binding Decisions or
      Actions. The decision or action of the Committee in respect of any
      question arising out of or in connection with the administration,
      interpretation and application of the Plan and the rules and regulations
      thereunder shall be final and conclusive and binding upon all persons
      having any interest in the
Plan.

            


    


    
      
        
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              Article
  X

            


    

    Amendment and
Termination

     

    
      	
              10.1

            	
              Amendment and
      Termination. The Company may at any time and from time to time
      amend the Plan or may terminate the Plan as provided in this Article X.
      Each Participating Employer may also terminate its participation in the
      Plan.

            


    

    


    
      	
              10.2

            	
              Amendments. The
      Company, by action taken by its Board of Directors, may amend the Plan at
      any time and for any reason, provided that any such amendment shall not
      reduce the vested Account Balances of any Participant accrued as of the
      date of any such amendment or restatement (as if the Participant had
      incurred a voluntary Separation from Service on such date) or reduce any
      rights of a Participant under the Plan or other Plan features with respect
      to Deferrals made prior to the date of any such amendment or restatement
      without the consent of the Participant. The Board of Directors of the
      Company may delegate to the Committee the authority to amend the Plan
      without the consent of the Board of Directors for the purpose of (i)
      conforming the Plan to the requirements of law, (ii) facilitating the
      administration of the Plan, (iii) clarifying provisions based on the
      Committee’s interpretation of the document and (iv) making such other
      amendments as the Board of Directors may
      authorize.  Notwithstanding the foregoing, the Plan may not be
      amended after a Change in Control, except to the extent necessary to
      comply with the requirements of law and then only if such amendment does
      not reduce the Account Balances (whether vested or unvested) or rights of
      any Participant or Beneficiary.

            


    

    


    
      	
              10.3

            	
              Termination.
      The Company, by action taken by its Board of Directors, may terminate the
      Plan and pay Participants and Beneficiaries their Account Balances in a
      single lump sum at any time, to the extent and in accordance with Treas.
      Reg. Section 1.409A-3(j)(4)(ix). If a Participating Employer terminates
      its participation in the Plan, the benefits of affected Employees shall be
      paid at the time provided in Article
VI.

            


    

    


    
      	
              10.4

            	
              Accounts Taxable Under
      Code Section 409A. The Plan is intended to constitute a plan of
      deferred compensation that meets the requirements for deferral of income
      taxation under Code Section 409A. The Committee, pursuant to its authority
      to interpret the Plan, may sever from the Plan or any Compensation
      Deferral Agreement any provision or exercise of a right that otherwise
      would result in a violation of Code Section
  409A.

            


    

    


    


    Article XI

    Informal Funding

     

    
      	
              11.1

            	
              General Assets.
      Obligations established under the terms of the Plan may be satisfied from
      the general funds of the Participating Employers, or a trust described in
      this Article XI.

            


    


    
      
        
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    No
Participant, spouse or Beneficiary shall have any right, title or interest
whatever in assets of the Participating Employers. Nothing contained in this
Plan, and no action taken pursuant to its provisions, shall create or be
construed to create a trust of any kind, or a fiduciary relationship, between
the Participating Employers and any Employee, spouse, or Beneficiary. To the
extent that any person acquires a right to receive payments hereunder, such
rights are no greater than the right of an unsecured general creditor of the
Participating Employer.

    


    
      	
              11.2

            	
              Rabbi Trust. A
      Participating Employer may, in its sole discretion, establish a grantor
      trust, commonly known as a rabbi trust, as a vehicle for accumulating
      assets to pay benefits under the Plan. Payments under the Plan may be paid
      from the general assets of the Participating Employer or from the assets
      of any such rabbi trust. Payment from any such source shall reduce the
      obligation owed to the Participant or Beneficiary under the
      Plan.

            


    

    


    
      	
              11.3

            	
              Participating
      Employer
      Contribution. Each Participating
      Employer shall promptly forward all Deferrals to the Company and shall
      provide to the Company, upon request, its allocable share of any Company
      Contribution for any
Participant.

            


    

    


    


    Article XII

    Claims

     

    
      	
              12.1

            	
              Filing a Claim.
      Any controversy or claim arising out of or relating to the Plan shall be
      filed in writing with the Committee which shall make all determinations
      concerning such claim. Any claim filed with the Committee and any decision
      by the Committee denying such claim shall be in writing and shall be
      delivered to the Participant or Beneficiary filing the claim (the
      “Claimant”).

            


    

    


    
      	
              a.  

            	
              In General. Notice of a
      denial of benefits will be provided within ninety (90) days of the
      Committee’s receipt of the Claimant's claim for benefits. If the Committee
      determines that it needs additional time to review the claim, the
      Committee will provide the Claimant with a notice of the extension before
      the end of the initial ninety (90) day period. The extension will not be
      more than ninety (90) days from the end of the initial ninety (90) day
      period and the notice of extension will explain the special circumstances
      that require the extension and the date by which the Committee expects to
      make a decision.

            


    

    


    
      	
              b.  

            	
              Contents of Notice. If
      a claim for benefits is completely or partially denied, notice of such
      denial shall be in writing and shall set forth the reasons for denial in
      plain language. The notice shall (i) cite the pertinent provisions of the
      Plan document and (ii) explain, where appropriate, how the Claimant can
      perfect the claim, including a description of any additional material or
      information necessary to

            


    


    
      
        
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    complete
the claim and why such material or information is necessary. The claim denial
also shall include an explanation of the claims review procedures and the time
limits applicable to such procedures, including a statement of the Claimant’s
right to bring a civil action under Section 502(a) of ERISA following an adverse
decision on review

    


    
      	
              12.2

            	
              Appeal of Denied
      Claims. A Claimant whose claim has been completely or partially
      denied shall be entitled to appeal the claim denial by filing a written
      appeal with a committee designated to hear such appeals (the “Appeals
      Committee”). A Claimant who timely requests a review of the denied claim
      (or his or her authorized representative) may review, upon request and
      free of charge, copies of all documents, records and other information
      relevant to the denial and may submit written comments, documents, records
      and other information relevant to the claim to the Appeals Committee. All
      written comments, documents, records, and other information shall be
      considered “relevant” if the information (i) was relied upon in making a
      benefits determination,(ii) was submitted, considered or generated in the
      course of making a benefits decision regardless of whether it was relied
      upon to make the decision, or (iii) demonstrates compliance with
      administrative processes and safeguards established for making benefit
      decisions. The Appeals Committee may, in its sole discretion and if it
      deems appropriate or necessary, decide to hold a hearing with respect to
      the claim appeal.

            


    

    


    
      	
              (a)  

            	
              In General. Appeal of a
      denied benefits claim must be filed in writing with the Appeals Committee
      no later than sixty (60) days after receipt of the written notification of
      such claim denial. The Appeals Committee shall make its decision regarding
      the merits of the denied claim within sixty (60) days following receipt of
      the appeal (or within one hundred and twenty (120) days after such
      receipt, in a case where there are special circumstances requiring
      extension of time for reviewing the appealed claim). If an extension of
      time for reviewing the appeal is required because of special
      circumstances, written notice of the extension shall be furnished to the
      Claimant prior to the commencement of the extension. The notice will
      indicate the special circumstances requiring the extension of time and the
      date by which the Appeals Committee expects to render the determination on
      review. The review will take into account 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.

            


    

    


    
      	
              (b)  

            	
              Contents of Notice. If
      a benefits claim is completely or partially denied on review, notice of
      such denial shall be in writing and shall set forth the reasons for denial
      in plain language.

            


    

    


    The
decision on review shall set forth (i) the specific reason or reasons for the
denial, (ii) specific references to the pertinent Plan provisions on which the
denial


    
      
        
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    is
based, (iii) a statement that the Claimant is entitled to receive, upon request
and free of charge, reasonable access to and copies of all documents, records,
or other information relevant (as defined above) to the Claimant’s claim, and
(iv) a statement describing any voluntary appeal procedures offered by the plan
and a statement of the Claimant’s right to bring an action under Section 502(a)
of ERISA.

    


    
      	
              12.3

            	
              Claims Appeals Upon
      Change in Control. Upon a Change in Control, the Appeals Committee,
      as constituted immediately prior to such Change in Control, shall continue
      to act as the Appeals Committee. Upon such Change in Control, the Company
      may not remove any member of the Appeals Committee, but may replace
      resigning members if 2/3rds of the members of the Board of Directors of
      the Company and a majority of Participants and Beneficiaries with Account
      Balances consent to the
replacement.

            


    

    


    The
Appeals Committee shall have the exclusive authority at the appeals stage to
interpret the terms of the Plan and resolve appeals under the Claims
Procedure.

    


    Each
Participating Employer shall, with respect to the Committee identified under
this Section, (i) pay its proportionate share of all reasonable expenses and
fees of the Appeals Committee, (ii) indemnify the Appeals Committee (including
individual committee members) against any costs, expenses and liabilities
including, without limitation, attorneys’ fees and expenses arising in
connection with the performance of the Appeals Committee hereunder, except with
respect to matters resulting from the Appeals Committee’s gross negligence or
willful misconduct and (iii) supply full and timely information to the Appeals
Committee on all matters related to the Plan, any rabbi trust, Participants,
Beneficiaries and Accounts as the Appeals Committee may reasonably
require.

    


    
      	
              12.4

            	
              Legal Action. A
      Claimant may not bring any legal action, including commencement of any
      arbitration, relating to a claim for benefits under the Plan unless and
      until the Claimant has followed the claims procedures under the Plan and
      exhausted his or her administrative remedies under such claims
      procedures.

            


    

    


    If
a Participant or Beneficiary prevails in a legal proceeding brought under the
Plan to enforce the rights of such Participant or any other similarly situated
Participant or Beneficiary, in whole or in part, the Participating Employer
shall reimburse such Participant or Beneficiary for all legal costs, expenses,
attorneys’ fees and such other liabilities incurred as a result of such
proceedings. If the legal proceeding is brought in connection with a Change in
Control, or a “change in control” as defined in a rabbi trust described in
Section 11.2, the Participant or Beneficiary may file a claim directly with the
trustee for reimbursement of such costs, expenses and fees. For purposes of the
preceding sentence, the amount of the claim shall be treated as if it were an
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    Participant’s
or Beneficiary’s Account Balance and will be included in determining the
Participating Employer’s trust funding obligation under Section
11.2.

    


    
      	
              12.5

            	
              Discretion of Appeals
      Committee. All interpretations, determinations and decisions of the
      Appeals Committee with respect to any claim shall be made in its sole
      discretion, and shall be final and
conclusive.

            


    

    


    
      	
              12.6

            	
              Arbitration.

            


    

    


    
      	
              (a)  

            	
              Prior to Change in
      Control. If, prior to a Change in Control, any claim or controversy
      between a Participating Employer and a Participant or Beneficiary is not
      resolved through the claims procedure set forth in Article XII, such claim
      shall be submitted to and resolved exclusively by expedited binding
      arbitration by a single arbitrator.  Arbitration shall be
      conducted in accordance with the following
  procedures:

            


    

    


    The
complaining party shall promptly send written notice to the other party
identifying the matter in dispute and the proposed remedy. Following the giving
of such notice, the parties shall meet and attempt in good faith to resolve the
matter. In the event the parties are unable to resolve the matter within twenty
one (21) days, the parties shall meet and attempt in good faith to select a
single arbitrator acceptable to both parties. If a single arbitrator is not
selected by mutual consent within ten (10) Business Days following the giving of
the written notice of dispute, an arbitrator shall be selected from a list of
nine persons each of whom shall be an attorney who is either engaged in the
active practice of law or recognized arbitrator and who, in either event, is
experienced in serving as an arbitrator in disputes between employers and
employees, which list shall be provided by the main office of either JAMS, the
American Arbitration Associate (“AAA”) or the Federal Mediation and Conciliation
Service. If, within three Business Days of the parties’ receipt of such list,
the parties are unable to agree on an arbitrator from the list, then the parties
shall each strike names alternatively from the list, with the first to strike
being determined by the flip of a coin. After each party has had four strikes,
the remaining name on the list shall be the arbitrator. If such person is unable
to serve for any reason, the parties shall repeat this process until an
arbitrator is selected.

    


    Unless
the parties agree otherwise, within sixty (60) days of the selection of the
arbitrator, a hearing shall be conducted before such arbitrator at a time and a
place agreed upon by the parties. In the event the parties are unable to agree
upon the time or place of the arbitration, the time and place shall be
designated by the arbitrator after consultation with the parties. Within thirty
(30) days of the conclusion of the arbitration hearing, the arbitrator shall
issue an award, accompanied by a written decision explaining the basis for the
arbitrator’s award.


    
      
        
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    In
any arbitration hereunder, the Participating Employer shall pay all
administrative fees of the arbitration and all fees of the arbitrator, except
that the Participant or Beneficiary may, if he/she/it wishes, pay up to one-half
of those amounts. Each party shall pay its own attorneys’ fees, costs, and
expenses, unless the arbitrator orders otherwise. The prevailing party in such
arbitration, as determined by the arbitrator, and in any enforcement or other
court proceedings, shall be entitled, to the extent permitted by law, to
reimbursement from the other party for all of the prevailing party’s costs
(including but not limited to the arbitrator’s compensation), expenses, and
attorneys’ fees. The arbitrator shall have no authority to add to or to modify
this Plan, shall apply all applicable law, and shall have no lesser and no
greater remedial authority than would a court of law resolving the same claim or
controversy. The arbitrator shall have no authority to add to or to modify this
Plan, shall apply all applicable law, and shall have no lesser and no greater
remedial authority than would a court of law resolving the same claim or
controversy. The arbitrator shall, upon an appropriate motion, dismiss any claim
without an evidentiary hearing if the party bringing the motion establishes that
it would be entitled to summary judgment if the matter had been pursued in court
litigation.

    


    The
parties shall be entitled to discovery as follows: Each party may take no more
than three depositions. The Participating Employer may depose the Participant or
Beneficiary plus two other witnesses, and the Participant or Beneficiary may
depose the Participating Employer, pursuant to Rule 30(b)(6) of the Federal
Rules of Civil Procedure, plus two other witnesses. Each party may make such
reasonable document discovery requests as are allowed in the discretion of the
arbitrator.

    


    The
decision of the arbitrator shall be final, binding, and non-appealable, and may
be enforced as a final judgment in any court of competent
jurisdiction.

    


    This
arbitration provision of the Plan shall extend to claims against any parent,
subsidiary, or affiliate of each party, and, when acting within such capacity,
any officer, director, shareholder, Participant, Beneficiary, or agent of any
party, or of any of the above, and shall apply as well to claims arising out of
state and federal statutes and local ordinances as well as to claims arising
under the common law or under this Plan.

    


    Notwithstanding
the foregoing, and unless otherwise agreed between the parties, either party may
apply to a court for provisional relief, including a temporary restraining order
or preliminary injunction, on the ground that the arbitration award to which the
applicant may be entitled may be rendered ineffectual without provisional
relief.


    
      
        
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    Any
arbitration hereunder shall be conducted in accordance with the Federal
Arbitration Act: provided, however, that, in the event of any inconsistency
between the rules and procedures of the Act and the terms of this Plan, the
terms of this Plan shall prevail.

    


    If
any of the provisions of this Section 12.6(a) are determined to be unlawful or
otherwise unenforceable, in the whole part, such determination shall not affect
the validity of the remainder of this section and this section shall be reformed
to the extent necessary to carry out its provisions to the greatest extent
possible and to insure that the resolution of all conflicts between the parties,
including those arising out of statutory claims, shall be resolved by neutral,
binding arbitration. If a court should find that the provisions of this Section
12.6(a) are not absolutely binding, then the parties intend any arbitration
decision and award to be fully admissible in evidence in any subsequent action,
given great weight by any finder of fact and treated as determinative to the
maximum extent permitted by law.

    


    The
parties do not agree to arbitrate any putative class action or any other
representative action. The parties agree to arbitrate only the claims(s) of a
single Participant or Beneficiary.

    


    
      	
              (b)  

            	
              Upon Change in Control.
      If, upon the occurrence of a Change in Control, any dispute, controversy
      or claim arises between a Participant or Beneficiary and the Participating
      Employer out of or relating to or concerning the provisions of the Plan,
      such dispute, controversy or claim shall be finally settled by a court of
      competent jurisdiction which, notwithstanding any other provision of the
      Plan, shall apply a de novo standard of review to any determination made
      by the Company or its Board of Directors, a Participating Employer, the
      Committee, or the Appeals
Committee.

            


    

    


    


    Article XIII

    General Provisions

     

    
      	
              13.1

            	
              Assignment. No
      interest of any Participant, spouse or Beneficiary under this Plan and no
      benefit payable hereunder shall be assigned as security for a loan, and
      any such purported assignment shall be null, void and of no effect, nor
      shall any such interest or any such benefit be subject in any manner,
      either voluntarily or involuntarily, to anticipation, sale, transfer,
      assignment or encumbrance by or through any Participant, spouse or
      Beneficiary. Notwithstanding anything to the contrary herein, however, the
      Committee has the discretion to make payments to an alternate payee in
      accordance with the terms of a domestic relations order (as defined in
      Code Section 414(p)(1)(B)).

            


    


    
      
        
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    The
Company may assign any or all of its liabilities under this Plan in connection
with any restructuring, recapitalization, sale of assets or other similar
transactions affecting a Participating Employer without the consent of the
Participant.

    


    
      	
              13.2

            	
              No Legal or Equitable
      Rights or Interest. No Participant or other person shall have any
      legal or equitable rights or interest in this Plan that are not expressly
      granted in this Plan. Participation in this Plan does not give any person
      any right to be retained in the service of the Participating Employer. The
      right and power of a Participating Employer to dismiss or discharge an
      Employee is expressly reserved. The Participating Employers make no
      representations or warranties as to the tax consequences to a Participant
      or a Participant’s beneficiaries resulting from a deferral of income
      pursuant to the Plan.

            


    

    


    
      	
              13.3

            	
              No Employment
      Contract. Nothing contained herein shall be construed to constitute
      a contract of employment between an Employee and a Participating
      Employer.

            


    

    


    
      	
              13.4

            	
              Notice. Any
      notice or filing required or permitted to be delivered to the Committee
      under this Plan shall be delivered in writing, in person, or through such
      electronic means as is established by the Committee. Notice shall be
      deemed given as of the date of delivery or, if delivery is made by mail,
      as of the date shown on the postmark on the receipt for registration or
      certification. Written transmission shall be sent by certified mail
      to:

            


    

    


    FPIC
INSURANCE GROUP, INC.

    ATTN:
GENERAL COUNSEL

    225
WATER STREET, SUITE 1400

    JACKSONVILLLE,
FLORIDA 32202

    


    Any
notice or filing required or permitted to be given to a Participant under this
Plan shall be sufficient if in writing or hand-delivered, or sent by mail to the
last known address of  the Participant.

    


    
      	
              13.5

            	
              Headings. The
      headings of Sections are included solely for convenience of reference, and
      if there is any conflict between such headings and the text of this Plan,
      the text shall control.

            


    

    


    
      	
              13.6

            	
              Invalid or
      Unenforceable 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 the Committee may elect in its
      sole discretion to construe such invalid or unenforceable provisions in a
      manner that conforms to applicable law or as if such provisions, to the
      extent invalid or unenforceable, had not been
  included.

            


    

    


    
      	
              13.7

            	
              Lost Participants or
      Beneficiaries. Any Participant or Beneficiary who is entitled to a
      benefit from the Plan has the duty to keep the Committee advised of his or
      her current mailing address. If benefit payments are returned to the Plan
      or are not presented for

            


    


    
      
        
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          FPIC
Insurance Group, Inc. Deferred Compensation Plan

          


          


        

      

    


    payment
after a reasonable amount of time, the Committee shall presume that the payee is
missing. The Committee, after making such efforts as in its discretion it deems
reasonable and appropriate to locate the payee, shall stop payment on any
uncashed checks and may discontinue making future payments until contact with
the payee is restored.

    


    
      	
              13.8

            	
              Facility of Payment to
      a Minor.  If a distribution is to be made to a minor, or
      to a person who is otherwise incompetent, then the Committee may, in its
      discretion, make such distribution (i) to the legal guardian, or if none,
      to a parent of a minor payee with whom the payee maintains his or her
      residence, or (ii) to the conservator or committee or, if none, to the
      person having custody of an incompetent payee. Any such distribution shall
      fully discharge the Committee, the Company, and the Plan from further
      liability on account thereof.

            


    

    


    
      	
              13.9

            	
              Governing Law.
      To the extent not preempted by ERISA, the laws of the state in which the
      Company maintains its principal place of business shall govern the
      construction and administration of the
Plan.

            


    

    


    


    


    IN
WITNESS WHEREOF, the undersigned executed this Plan as of the 15th day of
December, 2008, to be effective as of the Effective Date.

    


    


    FPIC
Insurance Group, Inc.

    


    By:  T. Malcolm
Graham     (Print Name)

    


    Its:  General Counsel and
Secretary      (Title)

    


    


    /s/ T. Malcolm
Graham      (Signature)

    


    



    
      
        
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          FPIC
Insurance Group, Inc. Deferred Compensation Plan

          


          


        

      

    


    Schedule
A

    


    List
of Participants

    Selected
to Receive Mandatory

    Company
Contributions to Retirement Account

    


     

    
      
        	
                 

                Name

              	
                 

                Initial
      Contribution

              	
                Annual
      Contribution (as a Percentage of Base Salary)

              
	 
      	 
      	 
      
	
                John
      R. Byers

              	
                $1,276,433

              	
                2009    19.00%

                2010    21.75%

                2011    24.50%

                2012    27.25%

                2013    30.00%

                2014    32.75%

                2015    35.50%

                2016    38.25%

                2017    41.00%

                2018    43.75%

                2019    19.00%

              
	
                Charles
      Divita, III

              	
                $137,947

              	
                5.25%

              
	
                Robert
      E. White, Jr.

              	
                $535,430

              	
                16.00%

              


      

       

       

      
        
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