**Exhibit10.4**

#### **Intermec Deferred Compensation Plan**

IMPORTANT NOTE

This document hasnot been approved by the Department of Labor, Internal Revenue Service or anyother governmental entity.  An adoptingEmployer must determine whether the Plan is subject to the Federal securitieslaws and the securities laws of the various states.  An adopting Employer may not rely on thisdocument to ensure any particular tax consequences or to ensure that the Planis “unfunded and maintained primarily for the purpose of providing deferredcompensation to a select group of management or highly compensated employees”under Title I of the Employee Retirement Income Security Act of 1974, asamended, with respect to the Employer’s particular situation.  Fidelity Investments Institutional OperationsCompany, Inc., its affiliates and employees cannot provide you with legaladvice in connection with the execution of this document.  This document should be reviewed by theEmployer’s attorney prior to execution.

April 2006

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## **TABLE OF CONTENTS**

| **PREAMBLE**                       |                                                        |
|------------------------------------|-------------------------------------------------------------|
| ** **                         |                                                        |
| **ARTICLE 1 – GENERAL**       |                                                        |
| **1.1**                            | Plan                                                        |   |
| **1.2**                            | Effective Dates                                             |   |
| **1.3**                            | Grandfathering of Amounts Not Subject to Code  Section 409A |   |
| ** **                         |                                                        |   |
| **ARTICLE 2 – DEFINITIONS**   |                                                        |
| **2.1**                            | Account                                                     |   |
| **2.2**                            | Administrator                                               |   |
| **2.3**                            | Adoption Agreement                                          |   |
| **2.4**                            | Beneficiary                                                 |   |
| **2.5**                            | Board or Board of Directors                                 |   |
| **2.6**                            | Bonus                                                       |   |
| **2.7**                            | Change in Control                                           |   |
| **2.8**                            | Code                                                        |   |
| **2.9**                            | Compensation                                                |   |
| **2.10**                           | Director                                                    |   |
| **2.11**                           | Disabled                                                    |   |
| **2.12**                           | Eligible Employee                                           |   |
| **2.13**                           | Employer                                                    |   |
| **2.14**                           | ERISA                                                       |   |
| **2.15**                           | Identification Date                                         |   |
| **2.16**                           | Key Employee                                                |   |
| **2.17**                           | Participant                                                 |   |
| **2.18**                           | Plan                                                        |   |
| **2.19**                           | Plan Sponsor                                                |   |
| **2.20**                           | Plan Year                                                   |   |
| **2.21**                           | Related Employer                                            |   |
| **2.22**                           | Retirement                                                  |   |
| **2.23**                           | Separation from Service                                     |   |
| **2.24**                           | Unforeseeable Emergency                                     |   |
| **2.25**                           | Valuation Date                                              |   |
| **2.26**                           | Years of Service                                            |   |
| ** **                         |                                                        |   |
| **ARTICLE 3 – PARTICIPATION** |                                                        |
| **3.1**                            | Participation                                               |   |
| **3.2**                            | Termination of Participation                                |   |

 

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| **ARTICLE 4 – PARTICIPANT CONTRIBUTIONS**   |                                             |
|--------------------------------------------------|--------------------------------------------------|
| ** **                                       |                                             |
| **4.1**                                          | Deferral Agreement                               |   |
| **4.2**                                          | Amount of Deferral                               |   |
| **4.3**                                          | Timing of Election to Defer                      |   |
| **4.4**                                          | Election of Payment Schedule and Form of Payment |   |
| **4.5**                                          | 2005 Transitional Rules                          |   |
| **4.6**                                          | 2006 Transitional Rule                           |   |
| ** **                                       |                                             |   |
| **ARTICLE 5 – EMPLOYER CONTRIBUTIONS**      |                                             |
| **5.1**                                          | Matching Contributions                           |   |
| **5.2**                                          | Other Contributions                              |   |
| ** **                                       |                                             |   |
| **ARTICLE 6 – ACCOUNTS AND CREDITS**        |                                             |
| **6.1**                                          | Establishment of Account                         |   |
| **6.2**                                          | Credits to Account                               |   |
| ** **                                       |                                             |   |
| **ARTICLE 7 – INVESTMENT OF CONTRIBUTIONS** |                                             |
| **7.1**                                          | Investment Options                               |   |
| **7.2**                                          | Adjustment of Accounts                           |   |
| ** **                                       |                                             |   |
| **ARTICLE 8 – RIGHT TO BENEFITS**           |                                             |
| **8.1**                                          | Vesting                                          |   |
| **8.2**                                          | Death                                            |   |
| **8.3**                                          | Disability                                       |   |
| ** **                                       |                                             |   |
| **ARTICLE 9 – DISTRIBUTION OF BENEFITS**    |                                             |
| **9.1**                                          | Amount of Benefits                               |   |
| **9.2**                                          | Method and Timing of Distributions               |   |
| **9.3**                                          | Unforeseeable Emergency                          |   |
| **9.4**                                          | Termination Before Retirement                    |   |
| **9.5**                                          | Cashouts of Amounts Not Exceeding Stated Limit   |   |
| **9.6**                                          | Key Employees                                    |   |
| **9.7**                                          | Change in Control                                |   |
| **9.8**                                          | Permissible Delays in Payment                    |   |

 

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| **ARTICLE 10 – AMENDMENT AND TERMINATION** |                                             |
|-------------------------------------------------|--------------------------------------------------|
| **10.1**                                        | Amendment by Employer                            |   |
| **10.2**                                        | Retroactive Amendments                           |   |
| **10.3**                                        | Plan Termination                                 |   |
| **10.4**                                        | Distribution Upon Termination of the Plan        |   |
| ** **                                      |                                             |   |
| **ARTICLE 11 – THE TRUST**                 |                                             |
| **11.1**                                        | Establishment of Trust                           |   |
| **11.2**                                        | Grantor Trust                                    |   |
| **11.3**                                        | Investment of Trust Funds                        |   |
| ** **                                      |                                             |   |
| **ARTICLE 12 – PLAN ADMINISTRATION**       |                                             |
| **12.1**                                        | Powers and Responsibilities of the Administrator |   |
| **12.2**                                        | Claims and Review Procedures                     |   |
| **12.3**                                        | Plan Administrative Costs                        |   |
| ** **                                      |                                             |   |
| **ARTICLE 13 – MISCELLANEOUS**             |                                             |
| **13.1**                                        | Unsecured General Creditor of the Employer       |   |
| **13.2**                                        | Employer’s Liability                        |   |
| **13.3**                                        | Limitation of Rights                             |   |
| **13.4**                                        | Anti-Assignment                                  |   |
| **13.5**                                        | Facility of Payment                              |   |
| **13.6**                                        | Notices                                          |   |
| **13.7**                                        | Tax Withholding                                  |   |
| **13.8**                                        | Indemnification                                  |   |
| **13.9**                                        | Permitted Acceleration of Payment                |   |
| **13.10**                                       | Governing Law                                    |   |

 

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**PREAMBLE**

The Plan is intended tobe a “plan which is unfunded and is maintained by an employer primarily for thepurpose of providing deferred compensation for a select group of management orhighly compensated employees” within the meaning of Sections 201(2), 301(a)(3)and 401(a)(1) of the Employee Retirement Income Security Act of 1974, asamended, and is further intended to conform with the requirements of InternalRevenue Code Section 409A and shall be implemented and administered in a mannerconsistent therewith.

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## **ARTICLE1 – GENERAL**

**1.1****                               Plan.**The Plan will be referred to by the name specified in the AdoptionAgreement.

**1.2****                               EffectiveDates.**

(a)                                  OriginalEffectiveDate. The Original Effective Date is the date as ofwhich the Plan was initially adopted.

(b)                                 AmendmentEffectiveDate. The Amendment Effective Date is the datespecified in the Adoption Agreement as of which the Plan is amended andrestated.

(c)                                  SpecialEffectiveDate. A Special Effective Date may apply to any givenprovision if so specified in Appendix C of the Adoption Agreement. A SpecialEffective Date will control over the Original Effective Date or AmendmentEffective Date, whichever is applicable, with respect to such provision of thePlan.

**1.3****                               Grandfatheringof Amounts Not Subject to Code Section 409A**

If the Plan Sponsor has elected to treat amountsdeferred before January 1, 2005 that are earned and vested on December 31, 2004as subject to the provisions of the Plan as in effect on December 31, 2004,such grandfathered amounts will be separately accounted for and administered inaccordance with the terms of the Plan as in effect on such date, except asotherwise provided in this Plan document. A summary of the grandfatheredprovisions is set forth in Appendix B of the Adoption Agreement.

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## **ARTICLE2 – DEFINITIONS**

Pronounsused in the Plan are in the masculine gender but include the feminine genderunless the context clearly indicates otherwise. Wherever used herein, thefollowing terms have the meanings set forth below, unless a different meaningis clearly required by the context:

**2.1****                               “Account”**means an account established for the purpose of recording amounts credited onbehalf of a Participant and any income, expenses, gains, losses ordistributions included thereon. The Account shall be a bookkeeping entry onlyand shall be utilized solely as a device for the measurement and determinationof the amounts to be paid to a Participant pursuant to the Plan.

**2.2****                               “Administrator”**means the person or persons designated by the Employer in Section 1.05 of theAdoption Agreement to be responsible for the administration of the Plan. If noAdministrator is designated in the Adoption Agreement, the Administrator is theEmployer.

**2.3****                               “AdoptionAgreement”** means the agreement adopted by the Plan Sponsor that establishesthe Plan.

**2.4****                               “Beneficiary”**means the persons, trusts, estates or other entitities entitled underSection 8.2 to receive benefits under the Plan upon the death of a Participant.

**2.5****                               “Board”or “Board of Directors”** means the Board of Directors of the Plan Sponsor.

**2.6****                               “Bonus”**means an amount of incentive remuneration payable by the Employer to aParticipant.

**2.7****                               “Changein Control”** means the occurrence of an event involving the Employer that isdescribed in Section 9.7.

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

**2.9****                               “Compensation”**means the total cash and non-cash remuneration provided to Participant by theEmployer for professional services rendered during a Plan Year, whether or notincludible in the gross income of the Participant for Federal income taxpurposes, including bonuses but excluding reimbursements or other expenseallowances, fringe benefits (cash and non-cash), moving expenses, deferredcompensation and welfare benefits. Alternatively, Compensation has the meaningspecified in Section 3.01b of the Adoption Agreement. In the case of aDirector, 

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Compensation means the total of (1) the fees paid tothe Director for attendance at meetings of the Board or meetings of the Board’scommittees, and (2) the annual retainer fee paid to the Director for service onthe Board or committee(s) of the Board, including the Board retainer, committeechair and member retainers and any other form of retainer paid to a Directorfor service on the Board.

**2.10****                        “Director”**means a non-employee member of the Board who has been designated by theEmployer as eligible to participate in the Plan.

**2.11****                        “Disabled”** means a determination by theAdministrator that the Participant is either (1) unable to engage in anysubstantial gainful activity by reason of any medically determinable physicalor mental impairment which can be expected to result in death or can beexpected to last for a continuous period of not less than 12 months, or (2) is,by reason of any medically determinable physical or mental impairment which canbe expected to result in death or last for a continuous period of not less thantwelve months, receiving income replacement benefits for a period of not lessthan three months under an accident and health plan covering employees of theEmployer. A Participant will be considered Disabled if he is determined to betotally disabled by the Social Security Administration.

**2.12****                        “EligibleEmployee”** means an employee of the Employer who is determined by theAdministrator to be a member of a select group of management or highlycompensated employees within the meaning of Sections 201(2), 301(a)(3) and401(a)(1) of ERISA and who satisfies the requirements in Section 2.01 of theAdoption Agreement.

**2.13****                        “Employer”**means the Plan Sponsor and any other entity which is authorized by the PlanSponsor to participate in and, in fact, does adopt the Plan.

**2.14****                        “ERISA”**meansthe Employee Retirement Income Security Act of 1974, as amended.

**2.15****                        “IdentificationDate”** means the date as of which Key Employees are determined which isspecified in Section 1.06 of the Adoption Agreement.

**2.16****                        “KeyEmployee”**means a ‘specified employee’ within the meaning of Section409A(a)(2)(B)(i) of the Code who satisfies the conditions set forth in Section9.6.

**2.17****                        “Participant”**means an Eligible Employee or Director who commences participation in thePlan in accordance with Article 3.

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**2.18****                        “Plan”**meansthe unfunded plan of deferred compensation set forth herein, including theAdoption Agreement and any trust agreement, as adopted by the Employer and asamended from time to time.

**2.19****                        “PlanSponsor”**means the entity specified in the Adoption Agreement.

**2.20****                        “Plan Year”**means the period specified in the Adoption Agreement.

**2.21****                        “RelatedEmployer”** means the Employer and (a) any corporation that is a member of acontrolled group of corporations as defined in Section 414(b) of the Code thatincludes the Employer and (b) any trade or business that is under commoncontrol as defined in Section 414(c) of the Code that includes the Employer.

**2.22****                        “Retirement”**has the meaning specified in 6.01f of the Adoption Agreement.

**2.23****                        “Separationfrom Service”** means the date that the Participant dies, retires orotherwise has a termination of employment with respect to all entitiescomprising the Related Employer. A Separation from Service does not occur ifthe Participant is on military leave, sick leave or other bona fide leave ofabsence if the period of leave does not exceed six months or such longer periodduring which the Participant’s right to re-employment is provided by statute orcontract. If the period of leave exceeds six months and the Participant’s rightto re-employment is not provided either by statute or contract, a Separationfrom Service will be deemed to have occurred on the first day following thesix-month period.

**2.24****                        “UnforeseeableEmergency”**means a severe financialhardship of the Participant resulting from an illness or accident of theParticipant, the Participant’s spouse, or the Participant’s dependent (asdefined in Code Section 152(a)); loss of the Participant’s property due tocasualty; or other similar extraordinary and unforeseeable circumstancesarising as a result of events beyond the control of the Participant.

**2.25****                        “ValuationDate”**means each business day of the Plan Year and such other date(s) asdesignated by the Employer.

**2.26****                        “Years ofService”** means each one year period for which the Participant receivesservice credit in accordance with the provisions of Section 7.01d of theAdoption Agreement.

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**ARTICLE 3 – PARTICIPATION**

**3.1****                               Participation.**The Participants in the Plan shall be those Directors and those “management”or “highly compensated” employees of the Employer within the meaning ofSections 201(2), 301(a)(3) and 401(a)(1) of ERISA who satisfy the requirementsof Section 2.01 of the Adoption Agreement.

**3.2****                               Terminationof Participation.**The Administrator may terminate a Participant’sparticipation in the Plan but any such termination at the direction of theAdministrator shall not take effect until the first day of the next Plan Year.

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**ARTICLE 4 – PARTICIPANTCONTRIBUTIONS**

**4.1****                               Deferral Agreement.**Each EligibleEmployee and Director may elect to defer his Compensation within the meaning ofSection 3.01 of the Adoption Agreement by executing in writing orelectronically, a deferral agreement in accordance with rules and proceduresestablished by the Administrator and the provisions of this Article 4.

A newdeferral agreement must be timely executed for each Plan Year during which theEligible Employee or Director desires to defer Compensation. An EligibleEmployee or Director who does not timely execute a deferral agreement shall bedeemed to have elected zero deferrals of Compensation for such Plan Year.

If anEligible Employee or Director fails to have an executed deferral agreement ineffect for a Plan Year during which an Employer contribution pursuant toArticle 5 is made on his behalf, the Eligible Employee or Director will bedeemed to have elected to receive a lump sum distribution upon Separation fromService.

Adeferral agreement may be changed or revoked during the period specified by theAdministrator. Except as provided in Section 9.3 or in Section 4.01c of theAdoption Agreement, a deferral agreement becomes irrevocable at the close ofthe specified period.

**4.2****                               Amountof Deferral.**An Eligible Employee or Director may elect to deferCompensation in any amount permitted by Section 4.01a of the AdoptionAgreement.

**4.3****                               Timing of Election to Defer.**EachEligible Employee or Director who desires to defer Compensation otherwisepayable during a Plan Year must execute a deferral agreement within the periodpreceding the Plan Year specified by the Administrator. Each Eligible Employeewho desires to defer Compensation that is a Bonus must execute a deferralagreement within the period preceding the Plan Year during which the Bonus isearned that is specified by the Administrator, except that if the Bonus can betreated as performance based compensation as described in Code Section409A(a)(4)(B)(iii), the deferral agreement may be executed within the periodspecified by the Administrator, which period, in no event, shall end after thedate which is six months prior to the end of the period during which the Bonusis earned.

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Except as otherwise provided below, an employee whois classified or designated as an Eligible Employee during a Plan Year or aDirector who is designated as eligible to participate during a Plan Year mayelect to defer Compensation otherwise payable during the remainder of such PlanYear in accordance with the rules of this Section 4.3 by executing a deferralagreement within the thirty (30) day period beginning on the date the employeeis classified or designated as an Eligible Employee or the date the Director isdesignated as eligible, whichever is applicable, if permitted by Section 2.01of the Adoption Agreement. If Compensation is based on a specified performanceperiod that begins before the Eligible Employee or Director executes hisdeferral agreement, the election will be deemed to apply to the portion of suchCompensation equal to the total amount of Compensation for the performanceperiod multiplied by the ratio of the number of days remaining in theperformance period after the election over the total number of days in theperformance period. The rules of this paragraph shall not apply if the EligibleEmployee or Director has ever participated or is participating in a “Plan”within the meaning of Prop. Reg. Sec. 1.409A-1(c) sponsored by the Employer.

**4.4****                               Election of Payment Schedule and Form of Payment.**

At thetime an Eligible Employee or Director completes a deferral agreement, theEligible Employee or Director must elect a distribution event (which includes aspecified time) and a form of payment for the Compensation subject to thedeferral agreement from among the options the Administrator has made availablefor this purpose and which are specified in 6.01b of the Adoption Agreement.

**4.5****                               2005 Transitional Rules**

Ifelected by the Employer in Section 13.01 of the Adoption Agreement, one or moreof the following transitional rules set forth in Notice 2005-1 shall applyduring calendar year 2005. Each transitional rule that applies during calendaryear 2005 will be implemented in accordance with rules and proceduresestablished by the Administrator.

(a)                                  NewPayment Elections.

AParticipant may make new payment elections with respect to amounts subject toCode Section 409A provided the elections are made no later than December 31,2005. The new payment elections may apply to amounts deferred before the dateof the election and can be made without regard to Code Sections 409A(a)(3) and(4) and any inconsistent provisions in the Plan to the contrary. A Participantwho fails to make a new payment election in accordance with this Section 4.5(a)with respect any 

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amountsubject to Code Section 409A for which a valid payment election was not made inaccordance with the Plan and the requirements of Code Section 409A will bedeemed to have made the default elections provided in Section 13.01a of theAdoption Agreement.

If theEmployer elects not to permit new payment elections in accordance with thisSection 4.5(a), the default elections specified in Section 13.01a of theAdoption Agreement will apply to all amounts subject to Code Section 409A thatwere deferred prior to December 31, 2005 for which a valid payment election wasnot made in accordance with the Plan and the requirements of Code Section 409A.

(b)                                 Electionsto terminate participation or cancel an outstanding election.

AParticipant may elect to terminate participation or cancel a deferral electionwith respect to amounts subject to Code Section 409A. An election made pursuantto this Section 4.5(b) may apply:  (i) toall or part of calendar year 2005; (ii) to elective and/or nonelective deferredcompensation under the Plan; (iii) to all or any portion of the Plan; and/or(iv) to one or more outstanding deferral elections with regard to amountssubject to Code Section 409A. An election made pursuant to this Section 4.5(b)includes a termination or cancellation that results in a lower amount ofdeferral for the period without a complete elimination of deferrals. Anyelection made pursuant to this Section 4.5(b) may be made without regard toCode Sections 409A(a)(2), (3) and (4) and any inconsistent provisions in thePlan to the contrary.

(c)                                  ProspectiveDeferral Elections.

AParticipant may make a deferral election with respect to Compensation that hasnot yet been paid or become payable at the time of the election, provided theelection is made no later than March 15, 2005. The prospective deferralelection may be made without regard to Code Section 409A(a)(4) and anyinconsistent provisions in the Plan to the contrary.

**4.6****                               2006 Transitional Rule**

Ifelected by the Employer in accordance with Section 13.02 of the Adoption Agreement,the following transitional rule will apply during calendar year 2006. The rulewill be implemented in accordance with rules and procedures established by theAdministrator.

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AParticipant may make new payment elections with respect to amounts subject toCode Section 409A provided: (1) the elections are made no later than December31, 2006 and, (2) a Participant cannot in 2006 change payment elections withrespect to payments that would otherwise have become payable in 2006 or causepayments to be made in 2006.

AParticipant who fails to make a new payment election in accordance with amountsubject to Code Section 409A for which a valid payment election was not made inaccordance with the Plan and the requirements of Code Section 409A will bedeemed to have made the default elections provided in Section 13.01a of theAdoption Agreement.

If theEmployer elects not to permit new payment elections in accordance with thisSection 4.6, the default elections in Section 13.01a of the Adoption Agreementwill apply to all amounts subject to Code Section 409A for which a validpayment election was not made in accordance with the Plan and the requirementsof Code Section 409A.

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**ARTICLE 5 – EMPLOYERCONTRIBUTIONS**

**5.1****                              ****Matching Contributions.**If elected by the Employer in Section5.01a of the Adoption Agreement, the Employer will credit the Participant’sAccount with a matching contribution determined in accordance with the formulaspecified in Section 5.01a of the Adoption Agreement. The matching contributionwill be credited to the Participant’s Account at the time specified in Section5.01a(iii) of the Adoption Agreement.

**5.2****                              ****Other Contributions.**If elected by the Employer in Section5.01b of the Adoption Agreement, the Employer will credit the Participant’sAccount with a contribution determined in accordance with the formula or methodspecified in Section 5.01b of the Adoption Agreement. The contribution will becredited to the Participant’s Account at the time specified in Section5.01b(iii) of the Adoption Agreement.

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**ARTICLE 6 – ACCOUNTS AND CREDITS**

**6.1****                              ****Establishment of Account.**For accounting and computational purposesonly, the Administrator will establish and maintain an Account for eachParticipant which will reflect the credits made pursuant to Section 6.2 along withthe earnings, expenses, gains and losses allocated thereto, attributable to thehypothetical investments made with the amounts in the Participant’s Account asprovided in Article 7. The Administrator will establish and maintain such otherrecords and accounts, as it decides in its discretion to be reasonably requiredor appropriate to discharge its duties under the Plan.

**6.2****                              ****Credits to Account.**A Participant’s Account will be creditedfor each Plan Year with the amount of his elective deferrals under Section 4.1at the time the amount subject to the deferral election would otherwise havebeen payable to the Participant and the amount of Employer contributions madeon his behalf under Article 5. Such amounts will be credited to the Participant’sAccount at the times specified, respectively, in Sections 5.01a(iii) and5.01b(iii) of the Adoption Agreement.

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**ARTICLE 7 – INVESTMENT OFCONTRIBUTIONS**

**7.1****                              ****Investment Options.**The amount in a Participant’s Accountshall be treated as invested in the investment options designated for thispurpose by the Administrator and set forth in Appendix A to the Adoption Agreement.

**7.2****                              ****Adjustment of Accounts.**The amount in a Participant’s Accountshall be adjusted for hypothetical investment earnings, expenses, gains orlosses in an amount equal to the earnings, expenses, gains or lossesattributable to the investment options selected by the party designated inSection 9.01 of the Adoption Agreement from among the investment optionsprovided in Section 7.1. If permitted by Section 9.01 of the AdoptionAgreement, a Participant may, in accordance with rules and procedures establishedby the Administrator, select the investments from among the options provided inSection 7.1 to be used for the purpose of calculating future hypotheticalinvestment adjustments to the Participant’s Account or to future credits to theAccount under Section 6.2 effective as the Valuation Date coincident with ornext following notice to the Administrator. The Account of each Participantshall be adjusted as of each Valuation Date to reflect: (a) the hypotheticalearnings, expenses, gains and losses described above; (b) amounts creditedpursuant to Section 6.2; and (c) distributions or withdrawals. In addition, theAccount of each Participant may be adjusted for its allocable share of thehypothetical costs and expenses associated with the maintenance of thehypothetical investments provided in Section 7.1.

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**ARTICLE 8 – RIGHT TO BENEFITS**

**8.1****                              ****Vesting.**A Participant, at all times, has the 100%nonforfeitable interest in the amounts credited to his Account attributable tohis elective deferrals made in accordance with Section 4.1.

A Participant’s right tothe amounts credited to his Account attributable to Employer contributions madein accordance with Article 5 shall be determined in accordance with therelevant schedule specified in Section 7.01 of the Adoption Agreement

**8.2****                              ****Death.**The balance or remaining balance creditedto a Participant’s vested Account shall be paid to his Beneficiary at the timespecified in Section 6.01a of the Adoption Agreement in a single lump sumpayment following the date of death, unless additional forms of payment havebeen made available for this purpose in Section 6.01b of the Adoption Agreementand the Participant has made a valid election (or valid elections) of a form ofpayment in accordance with the provisions of Article 4. If additional formshave been made available, payment to the Beneficiary shall be made at the timespecified in Section 6.01a of the Adoption Agreement in the form elected by theParticipant in accordance with the provisions of Article 4. If multipleBeneficiaries have been designated, each Beneficiary shall receive payment ofhis specified portion of the Account at the time specified in Section 6.01a ofthe Adoption Agreement in the form elected by the Participant.

A Participant maydesignate a Beneficiary or Beneficiaries, or change any prior designation ofBeneficiary or Beneficiaries in accordance with rules and proceduresestablished by the Administrator.

A copy of the deathnotice or other sufficient documentation must be filed with and approved by theAdministrator. If upon the death of the Participant there is, in the opinion ofthe Administrator, no designated Beneficiary for part or all of the Participant’svested Account, such amount will be paid to his estate (such estate shall bedeemed to be the Beneficiary for purposes of the Plan) in a single lump sumpayment

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**8.3****                              ****Disability.**The balance or remaining balance creditedto a Participant’s vested Account shall be paid to the Participant at the timespecified in Section 6.01a of the Adoption Agreement in a single lump sum cashpayment following the date a Participant incurs a Disability as defined inSection 2.11, unless additional forms of payment have been made available forthis purpose in Section 6.01b of the Adoption Agreement and the Participant hasmade a valid election of a different form of payment. If additional forms havebeen made available, payment shall be made at the time specified in Section6.01a of the Adoption Agreement and in the form elected by the Participant inaccordance with the provisions of Article 4. The Administrator, in its solediscretion, shall determine whether a Participant has experienced a disabilityfor purposes of this Section 8.3.

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**ARTICLE 9 – DISTRIBUTION OFBENEFITS**

**9.1****                              ****Amount of Benefits.**The vested amount credited to aParticipant’s Account as determined under Articles 6, 7 and 8 shall determineand constitute the basis for the value of benefits payable to the Participantunder the Plan.

**9.2****                              ****Method and Timing of Distributions.**Except as otherwise provided in this Article 9, distributions under the Plan shall bemade in accordance with the elections made by the Participant under Article 4. Distributionsfollowing a payment event shall commence at the time specified in Section 6.01aof the Adoption Agreement. If permitted by Section 6.01g of the AdoptionAgreement, a Participant may elect, at least twelve months before a scheduleddistribution event, to delay the payment date for a minimum period of sixtymonths from the originally scheduled date of payment. The re-deferral electionmust be made in accordance with procedures and rules established by theAdministrator. The Participant may, at the same time the date of payment isdeferred, change the form of payment but such change in the form of payment maynot effect an acceleration of payment in violation of Section 409A of the Code.

**9.3****                              ****Unforeseeable Emergency.**A Participant may request a distributiondue to an Unforeseeable Emergency if the Employer has elected to permitUnforeseeable Emergency withdrawals under Section 8.01a of the AdoptionAgreement. The request must be in writing and must be submitted to theAdministrator along with evidence that the circumstances constitute an UnforeseeableEmergency. The Administrator has the discretion to require whatever evidence itdeems necessary to determine whether a distribution is warranted. Whether a Participant has incurred anUnforeseeable Emergency will be determined by the Administrator on the basis ofthe relevant facts and circumstances in its sole discretion, but, in no event,will an Unforeseeable Emergency be deemed to exist if the hardship can berelieved:  (a) through reimbursement orcompensation by insurance or otherwise, (b) by liquidation of the Participant’sassets to the extent such liquidation would not itself cause severe financialhardship, or (c) by cessation of deferrals under the Plan. A distribution dueto an Unforeseeable Emergency must be limited to the amount reasonablynecessary to satisfy the emergency need and may include any amounts necessaryto pay any federal, state or local income tax penalties reasonably anticipatedto result from the distribution. The distribution will be made in theform of a single lump sum cash payment. If permitted by Section 8.01b of theAdoption Agreement, a Participant’s deferral elections for the remainder of thePlan Year will be cancelled upon a withdrawal due to Unforeseeable Emergency.

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**9.4****                              ****Termination Before Retirement.**If theEmployer has elected a Separation from Service override in accordance withSection 6.01d of the Adoption Agreement, the following provisions apply. AParticipant who experiences a Separation from Service before Retirement for anyreason other than death shall receive the vested amount credited to his Accountat the time specified in Section 6.01a of the Adoption Agreement in a singlelump sum payment following such termination or cessation of service regardlessof whether the Participant had made different elections of time or form ofpayment as to the vested amounts credited to his Account or whether theParticipant was receiving installment payouts at the time of such termination.

**9.5****                              ****Cashouts Of Amounts Not Exceeding Stated Limit.**If thevested amount credited to the Participant’s Account does not exceed the limitestablished for this purpose by the Employer in Section 6.01e of the AdoptionAgreement at the time he separates from service with the Employer for anyreason, the Employer shall distribute such amount to the Participant at thetime specified in Section 6.01a of the Adoption Agreement in a single lump sumcash payment following such termination regardless of whether the Participanthad made different elections of time or form of payment as to the vested amountcredited to his Account or whether the Participant was receiving installmentsat the time of such termination. A Participant’s Account, for purposes of thisSection 9.5, shall include any amounts described in Section 1.3.

**9.6****                              ****Key Employees.**In no event shall a distribution made toa Key Employee from his Account occur before the date which is six months afterthe date of his Separation from Service with the Employer. For purposes of thisSection 9.6, a Key Employee means an employee of an Employer any of whose stockis publicly traded on an established securities market or otherwise whosatisfies the requirements of Section 416(i)(1)(A)(i), (ii) or (iii), of theCode, determined without regard to Section 416(i)(5) of the Code, at any time duringthe twelve-month period ending on the Identification Date. An employee who isdetermined to be a Key Employee on an Identification Date shall be treated as aKey Employee for purposes of the six-month delay in distributions set forth inthis Section 9.6 for the twelve-month period beginning on the first day of thefourth month following the Identification Date. Whether any stock of theEmployer is traded on an established securities market or otherwise isdetermined on the date a Participant experiences a Separation from Service. Installmentdistributions to a Key Employee that are delayed due to the application of therequirements of this Section 9.6 shall commence as of the earliest datepermitted by Code Section 409A.

**9.7****                              ****Change in Control.**If the Employer has elected to permitdistributions upon a Change in Control, the following provisions shall apply. A

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distribution made upon aChange in Control will be made at the time specified in Section 6.01a of theAdoption Agreement in the form elected by the Participant in accordance withthe procedures described in Article 4. A Change in Control will occur upon achange in the ownership of the Plan Sponsor, a change in the effective controlof the Plan Sponsor or a change in the ownership of a substantial portion ofthe assets of the Plan Sponsor. The Plan Sponsor, for this purpose, includesany corporation identified in this Section 9.7.

If a Participantcontinues to make deferrals in accordance with Article 4 after he has receiveda distribution due to a Change in Control, the residual amount payable to theParticipant shall be paid at the time and in the form specified in theelections he makes in accordance with Article 4 or upon his Death or Disabilityas provided in Article 8.

Whether a Change in Controlhas occurred will be determined by the Administrator in accordance with therules and definitions set forth in this Section 9.7. A distribution to theParticipant will be treated as occurring upon a Change in Control if the PlanSponsor terminates the Plan and distributes the Participant’s benefits withintwelve months of a Change in Control as provided in Section 10.3.

a)                            **Relevant Corporations.**To constitute a Change in Control forpurposes of the Plan, the event must relate to (i) the corporation for whom theParticipant is performing services at the time of the Change in Control, (ii)the corporation that is liable for the payment of the Participant’s benefitsunder the Plan (or all corporations liable if more than one corporation isliable), or (iii) a corporation that is a majority shareholder of a corporationidentified in (i) or (ii), or any corporation in a chain of corporations inwhich each corporation is a majority corporation of another corporation in thechain, ending in a corporation identified in (i) or (ii). A majorityshareholder is defined as a shareholder owning more than fifty percent (50%) ofthe total fair market value and voting power of such corporation.

b)                           **Stock Ownership.**Code Section 318(a) applies for purposes ofdetermining stock ownership. Stock underlying a vested option is consideredowned by the individual who owns the vested option (and the stock underlying anunvested option is not considered owned by the individual who holds theunvested option). If, however, a vested option is exercisable for stock that isnot substantially vested (as defined by Treasury Regulation Section 1.83-3(b)and (j)) the stock underlying the option is not treated as owned by theindividual who holds the option. Mutual and cooperative corporations aretreated as having stock for purposes of this Section 9.7.

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c)                            **Change in the Ownership of a Corporation.**A change in theownership of a corporation occurs on the date that any one person or more thanone person acting as a group, acquires ownership of stock of the corporationthat, together with stock held by such person or group, constitutes more thanfifty percent (50%) of the total fair market value or total voting power of thestock of such corporation. If any one person or more than one person acting asa proxy is considered to own more than fifty percent (50%) of the total fairmarket value or total voting power of the stock of a corporation, theacquisition of additional stock by the same person or persons is not consideredto cause a change in the ownership of the corporation (or to cause a change inthe effective control of the corporation as discussed below in Section 9.7(d)).An increase in the percentage of stock owned by any one person, or personsacting as a group, as a result of a transaction in which the corporationacquires its stock in exchange for property will be treated as an acquisitionof stock. Section 9.7(c) applies only when there is a transfer of stock of acorporation (or issuance of stock of a corporation) and stock in such corporationremains outstanding after the transaction. For purposes of this Section 9.7(c),persons will not be considered to be acting as a group solely because theypurchase or own stock of the same corporation at the same time or as a resultof a public offering. Persons will, however, be considered to be acting as agroup if they are owners of a corporation that enters into a merger,consolidation, purchase or acquisition of stock, or similar businesstransaction with the corporation. If a person, including an entity, owns stockin both corporations that enter into a merger, consolidation, purchase oracquisition of stock, or similar transaction, such shareholder is considered tobe acting as a group with other shareholders in a corporation prior to the transactiongiving rise to the change and not with respect to the ownership interest in theother corporation.

d)                           **Change in the effective control of a corporation.**A changein the effective control of a corporation occurs on the date that either (i)any one person, or more than one person acting as a group, acquires (or hasacquired during the twelve month period ending on the date of the most recentacquisition by such person or persons) ownership of stock of the corporationpossessing thirty-five (35%) or more of the total voting power of the stock ofsuch corporation, or (ii) a majority of members of the corporation’s board ofdirectors is replaced during any twelve month period by directors whoseappointment or election is not endorsed by a majority of the members of thecorporation’s board of directors prior to the date of the appointment orelection, provided that for purposes of this paragraph (ii), the termcorporation refers solely to the relevant corporation identified in Section9.7(a) for which no other corporation is a majority shareholder for purposes of

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Section 9.7(a). In the absence of an event describedin Section 9.7(d)(i) or (ii), a change in the effective control of acorporation will not have occurred. A change in effective control may also occur in any transaction in which eitherof the two corporations involved in the transaction has a change in theownership of such corporation as described in Section 9.7(c) or a change in theownership of a substantial portion of the assets of such corporation asdescribed in Section 9.7(e). If any one person, or more than one person actingas a group, is considered to effectively control a corporation within themeaning of this Section 9.7(d), the acquisition of additional control of thecorporation by the same person or persons is not considered to cause a changein the effective control of the corporation or to cause a change in theownership of the corporation within the meaning of Section 9.7(c). For purposesof this Section 9.7(d), persons will or will not be considered to be acting asa group in accordance with rules similar to those set forth in Section 9.7(c)with the following exception. If a person, including an entity, owns stock inboth corporations that enter into a merger, consolidation, purchase oracquisition of stock, or similar transaction, such shareholder is considered tobe acting as a group with other shareholders in a corporation only with respectto the ownership in that corporation prior to the transaction giving rise tothe change and not with respect to the ownership interest in the othercorporation.

e)                            **Change in the ownership of a substantial portion of a corporation’sassets.**A change in the ownership of a substantial portion of acorporation’s assets occurs on the date that any one person, or more than oneperson acting as a group (as determined in accordance with rules similar tothose set forth in Section 9.7(d)), acquires (or has acquired during the twelvemonth period ending on the date of the most recent acquisition by such personor persons) assets from the corporation that have a total gross fair marketvalue equal to or more than forty percent (40%) of the total gross fair marketvalue of all of the assets of the corporation immediately prior to suchacquisition or acquisitions. For this purpose, gross fair market value meansthe value of the assets of the corporation of the value of the assets beingdisposed of determined without regard to any liabilities associated with suchassets. There is no Change in Control event under this Section 9.7(e) whenthere is a transfer to an entity that is controlled by the shareholders of thetransferring corporation immediately after the transfer. A transfer of assetsby a corporation is not treated as a change in ownership of such assets if theassets are transferred to (i) a shareholder of the corporation (immediatelybefore the asset transfer) in exchange for or with respect to its stock, (ii)an entity, fifty percent (50%) or more of the total value or voting power ofwhich is owned, directly or indirectly, by the corporation, (iii) a person, ormore than one person acting as a 

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group, that owns, directly or indirectly, fiftypercent (50%) or more of the total value or voting power of all the outstandingstock of the corporation, or (iv) an entity, at least fifty (50%) of the totalvalue or voting power of which is owned, directly or indirectly, by a persondescribed in Section 9.7(e)(iii). For purposes of the foregoing, and except asotherwise provided, a person’s status is determined immediately after thetransfer of assets.

**9.8****                              ****Permissible Delays in Payment.**Distributionsmay be delayed beyond the date payment would otherwise occur in accordance withthe provisions of Articles 8 and 9 in any of the following circumstances. TheEmployer may delay payment if it reasonably anticipates that its deduction withrespect to such payment would be limited or eliminated by the application ofSection 162(m) of the Code. Payment must be made at the earliest date at whichthe Employer reasonably anticipates that the deduction of the payment amountwill not be eliminated or limited by Section 162(m) of the Code or the calendaryear in which the Participant Separates from Service. The Employer may alsodelay payment if it reasonably anticipates that the payment will violate a termof a loan agreement or other similar contract to which the Employer is a partyand such violation will cause material harm to the Employer. Payment must bemade at the earliest date on which the Employer reasonably anticipates that themaking of the payment will not cause a violation or the violation will nolonger cause material harm to the Employer. Payment cannot be delayed if thefacts and circumstances indicate that the Employer entered into the loanagreement or similar contract not for legitimate business reasons but to avoidthe restrictions on deferral elections and subsequent deferral elections underSection 409A of the Code. The Employer may also delay payment if it reasonablyanticipates that the making of the payment will violate Federal Securities Lawsor other applicable laws provided payment is made at the earliest date on whichthe Employer reasonably anticipates that the making of the payment will notcause such violation. The Employer also reserves the right to delay paymentupon such other events and conditions as the Secretary of the Treasury mayprescribe in generally applicable guidance published in the Internal RevenueBulletin.

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**ARTICLE 10 – AMENDMENT ANDTERMINATION**

**10.1****                       ****Amendment by Employer.**The Plan Sponsor reserves the right toamend the Plan (for itself and each Employer) through action of its Board ofDirectors. An amendment must be in writing and executed by an officer authorizedto take such action. Each amendment shall be effective when approved by theBoard in its resolution. No amendment can directly or indirectly deprive anycurrent or former Participant or Beneficiary of all or any portion of hisAccount which had accrued prior to the amendment.

**10.2****                       ****Retroactive Amendments.**An amendment made by the Plan Sponsor inaccordance with Section 10.1 may be made effective on a date prior to the firstday of the Plan Year in which it is adopted if such amendment is necessary orappropriate to enable the Plan to satisfy the applicable requirements of theCode or ERISA or to conform the Plan to any change in federal law or to anyregulations or ruling thereunder. Any retroactive amendment by the Plan Sponsorshall be subject to the provisions of Section 10.1.

**10.3****                       ****Plan Termination.**If so elected by the Employer in 11.01 ofthe Adoption Agreement, the Employer reserves the right to terminate the Planand distribute all amounts credited to all Participant Accounts within the 30days preceding or the twelve months following a Change in Control as determinedin accordance with the rules set forth in Section 9.7. For this purpose, thePlan will be treated as terminated only if all substantially similararrangements sponsored by the Employer are terminated so that all participantsunder the Plan and all similar arrangements are required to receive all amountsdeferred under the terminated arrangements within twelve months of the date oftermination of the arrangements. In addition, the Employer reserves the rightto terminate the Plan within twelve months of a corporate dissolution taxedunder Section 331 of the Code or with the approval of a bankruptcy courtpursuant to United States Code Section 503(b)(1)(A) provided that amounts deferredunder the Plan are included in the gross incomes of Participants in the latestof (1) the calendar year in which the termination occurs, (2) the calendar yearin which the amount is no longer subject to a substantial risk of forfeiture,or (3) the first calendar year in which payment is administratively practicable.The Employer retains the discretion to terminate the Plan if (1) allarrangements sponsored by the Employer that would be aggregated with anyterminated arrangement under Prop. Reg. Section 1.409A-1(c) are terminated, (2)no payments other than payments that would be payable under the terms of thearrangements if the termination had not occurred are made within twelve monthsof the termination of the arrangements, (3) all payments are made withintwenty-four months of the termination of the arrangements, (4) the Employerdoes not adopt a new arrangement that would be aggregated with any terminatedarrangement under Prop. Reg. 

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Section 1.409A-1(c) atany time within the five year period following the date of termination of thearrangement. The Employer also reserves the right to terminate the Plan undersuch conditions and events as may be prescribed by the Secretary of theTreasury in generally applicable guidance published in the Internal RevenueBulletin.

**10.4****                       ****Distribution Upon Termination of the Plan.**Except asprovided in Section 10.3, the Plan may not be terminated before the date onwhich all amounts credited to all Participant Accounts have been distributed inaccordance with Articles 8 and 9.

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**ARTICLE 11 – THE TRUST**

**11.1****                       ****Establishment of Trust.**The Plan Sponsor may but is not requiredto establish a trust to hold amounts which the Plan Sponsor may contribute fromtime to time to correspond to some or all amounts credited to Participantsunder Section 6.2. If the Plan Sponsor elects to establish a trust inaccordance with Section 10.01 of the Adoption Agreement, the provisions ofSections 11.2 and 11.3 shall become operative.

**11.2****                       ****Grantor Trust.**Any trust established by the Plan Sponsorshall be between the Plan Sponsor and a trustee pursuant to a separate writtenagreement under which assets are held, administered and managed, subject to theclaims of the Plan Sponsor’s creditors in the event of the Plan Sponsor’sinsolvency, until paid to the Participant and/or his Beneficiaries specified inthe Plan. The trust is intended to be treated as a grantor trust under theCode, and the establishment of the trust shall not cause the Participant torealize current income on amounts contributed thereto. The Plan Sponsor mustnotify the trustee in the event of a lawsuit, bankruptcy or insolvency.

**11.3****                       ****Investment of Trust Funds.**Any amountscontributed to the trust by the Plan Sponsor shall be invested by the trusteein accordance with the provisions of the trust and the instructions of theAdministrator. Trust investments need not reflect the hypothetical investmentsselected by Participants under Section 7.1 for the purpose of adjustingAccounts and the earnings or investment results of the trust shall not affectthe hypothetical investment adjustments to Participant Accounts under the Plan.

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**ARTICLE 12 – PLAN ADMINISTRATION**

**12.1****                       ****Powers and Responsibilities of the Administrator.**TheAdministrator has the full power and the full responsibility to administer thePlan in all of its details, subject, however, to the applicable requirements ofERISA. The Administrator’s powers and responsibilities include, but are notlimited to, the following:

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

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

(c)                                  To decideall questions concerning the Plan and the eligibility of any person toparticipate in the Plan;

(d)                                 Toadminister the claims and review procedures specified in Section 12.2;

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

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

(g)                                 To authorizethe payment of benefits;

(h)                                 To complywith the reporting and disclosure requirements of Part 1 of Subtitle B of TitleI of ERISA;

(i)                                     To appointsuch agents, counsel, accountants, and consultants as may be required to assistin administering the Plan;

(j)                                     By writteninstrument, to allocate and delegate its responsibilities, including theformation of an Administrative Committee to administer the Plan.

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**12.2****                       ****Claims and Review Procedures.**

(a)                                  ClaimsProcedure. If any person believes he is being denied any rights orbenefits under the Plan, such person may file a claim in writing with theAdministrator. If any such claim is wholly or partially denied, theAdministrator will notify such person of its decision in writing. Suchnotification will contain (i) specific reasons for the denial, (ii) specificreference to pertinent Plan provisions, (iii) a description of any additionalmaterial or information necessary for such person to perfect such claim and anexplanation of why such material or information is necessary, and (iv)information as to the steps to be taken if the person wishes to submit arequest for review. Such notification will be given within 90 days after theclaim is received by the Administrator (or within 180 days, if specialcircumstances require an extension of time for processing the claim, and ifwritten notice of such extension and circumstances is given to such personwithin the initial 90-day period). If such notification is not given withinsuch period, the claim will be considered denied as of the last day of suchperiod and such person may request a review of his claim.

(b)                                 ReviewProcedure. Within 60 days after the date on which a person receives awritten notification of denial of claim (or, if written notification is notprovided, within 60 days of the date denial is considered to have occurred),such person (or his duly authorized representative) may (i) file a writtenrequest with the Administrator for a review of his denied claim and of pertinentdocuments and (ii) submit written issues and comments to the Administrator. TheAdministrator will notify such person of its decision in writing. Suchnotification will be written in a manner calculated to be understood by suchperson and will contain specific reasons for the decision as well as specificreferences to pertinent Plan provisions. The decision on review will be madewithin 60 days after the request for review is received by the Administrator(or within 120 days, if special circumstances require an extension of time forprocessing the request, such as an election by the Administrator to hold ahearing, and if written notice of such extension and circumstances is given tosuch person within the initial 60-day period). If the decision on review is notmade within such period, the claim will be considered denied.

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**12.3****                       ****Plan Administrative Costs.**Allreasonable costs and expenses (including legal, accounting, and employeecommunication fees) incurred by the Administrator in administering the Planshall be paid by the Employer.

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**ARTICLE 13 – MISCELLANEOUS**

**13.1****                       ****Unsecured General Creditor of the Employer.**Participantsand their Beneficiaries, heirs, successors and assigns shall have no legal orequitable rights, interests or claims in any property or assets of the Employer.For purposes of the payment of benefits under the Plan, any and all of theEmployer’s assets shall be, and shall remain, the general, unpledged,unrestricted assets of the Employer. Each Employer’s obligation under the Planshall be merely that of an unfunded and unsecured promise to pay money in thefuture.

**13.2****                       ****Employer’s Liability.**Each Employer’s liability for the paymentof benefits under the Plan shall be defined only by the Plan and by thedeferral agreements entered into between a Participant and the Employer. AnEmployer shall have no obligation or liability to a Participant under the Planexcept as provided by the Plan and a deferral agreement or agreements. AnEmployer shall have no liability to Participants employed by other Employers.

**13.3****                       ****Limitation of Rights.**Neither the establishment of the Plan,nor any amendment thereof, nor the creation of any fund or account, nor thepayment of any benefits, will be construed as giving to the Participant or anyother person any legal or equitable right against the Employer orAdministrator, except as provided herein; and in no event will the terms ofemployment or service of the Participant be modified or in any way affectedhereby.

**13.4****                       ****Anti-Assignment.**None of the benefits or rights of aParticipant or any Beneficiary of a Participant shall be subject to the claimof any creditor. In particular, to the fullest extent permitted by law, allsuch benefits and rights shall be free from attachment, garnishment, or anyother legal or equitable process available to any creditor of the Participantand his or her Beneficiary. Neither the Participant nor his or her Beneficiaryshall have the right to alienate, anticipate, commute, pledge, encumber, orassign any of the payments which he or she may expect to receive, contingentlyor otherwise, under the Plan, except the right to designate a Beneficiary toreceive death benefits provided hereunder.

**13.5****                       ****Facility of Payment.**If the Administrator determines, on thebasis of medical reports or other evidence satisfactory to the Administrator,that the recipient of any benefit payments under the Plan is incapable ofhandling his affairs by reason of minority, illness, infirmity or otherincapacity, the Administrator may direct the Employer to disburse such paymentsto a person or institution designated by a court which has jurisdiction oversuch recipient or a person or institution otherwise having the legal authorityunder State law for the care and control of such recipient. The receipt by suchperson or institution of any such payments therefore, and any such payment tothe extent thereof, shall 

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discharge the liabilityof the Employer for the payment of benefits hereunder to such recipient.

**13.6****                       ****Notices.**Any notice or other communication inconnection with the Plan shall be deemed delivered in writing if addressed asprovided below and if either actually delivered at said address or, in the caseor a letter, 5 business days shall have elapsed after the same shall have beendeposited in the United States mails, first-class postage prepaid andregistered or certified:

(a)                                  If it issent to the Employer or Administrator, it will be at the address specified bythe Employer; or

(b)                                 In each caseat such address as the addressee shall have specified by written noticedelivered in accordance with the foregoing to the addressor’s then effectivenotice address.

**13.7****                       ****Tax Withholding.**The Employer shall have the right todeduct from all payments or deferrals made under the Plan any tax required bylaw to be withheld. If the Employer concludes that tax is owing with respect toany deferral or payment hereunder, the Employer shall withhold such amountsfrom any payments due the Participant, as permitted by law, or otherwise makeappropriate arrangements with the Participant or his Beneficiary forsatisfaction of such obligation. Tax, for purposes of this Section 13.7 meansany federal, state, local or any other governmental income tax, employment orpayroll tax, excise tax, or any other tax or assessment owing with respect toamounts deferred, any earnings thereon, and any payments made to Participantsunder the Plan.

**13.8****                       ****Indemnification.**Each Employer shall indemnify and holdharmless each employee, officer, or director of an Employer to whom isdelegated duties, responsibilities, and authority with respect to the Planagainst all claims, liabilities, fines and penalties, and all expensesreasonably incurred by or imposed upon him (including but not limited toreasonable attorney fees) which arise as a result of his actions or failure toact in connection with the operation and administration of the Plan to theextent lawfully allowable and to the extent that such claim, liability, fine,penalty, or expense is not paid for by liability insurance purchased or paidfor by an Employer. Notwithstanding the foregoing, an Employer shall notindemnify any person for any such amount incurred through any settlement orcompromise of any action unless the Employer consents in writing to suchsettlement or compromise.

**13.9****                       ****Permitted Acceleration of Payment.**The Plan maypermit acceleration of the time or schedule of any payment or amount scheduledto be paid pursuant to a payment under the Plan as provided in Section 10.3 andthis Section 13.9. The Plan may permit acceleration of payment (1) to anindividual other than the Participant as may be necessary to fulfill a domesticrelations order within the meaning of Section 414(p)(1)(B) of the Code, (2) to 

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comply with acertificate of divestiture as defined  inSection 1043(b)(2) of the Code, (3) to pay the Federal Insurance ContributionsAct (FICA) tax imposed under Sections 3101, 3121(a) and 3121(v)(2) of the Codeon compensation deferred under the Plan, (4) to pay the income tax underSection 3401 of the Code or the corresponding withholding provisions of the applicablestate, local or foreign tax laws as a result of the payment of any FICA taxdescribed in (3) and to pay the additional income tax at source on wagesattributable to the pyramiding Section 3401 of the Code, wages and taxes, and(5) to pay the amount required to be included in gross income as a result ofthe failure of the Plan to comply with the requirements of Section 409A of theCode. The total payment under (3) or (4) shall, in no event, exceed theaggregate of the FICA tax and the income tax withholding related to such FICAtax. The total payment under (5) shall, in no event, exceed the amount requiredto be included in income as a result of the failure to comply with requirementsof Section 409A of the Code.

**13.10****                ****Governing Law.**The Plan will be construed, administeredand enforced according to ERISA, and to the extent not preempted thereby, thelaws of the State specified by the Employer in Section 12.01 of the AdoptionAgreement.

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