Pilgrim's Pride Corp. 2005 Deferred Compensation Plan


     

    
      
        EXHIBIT
          10.1

      

    


    PILGRIM’S
      PRIDE CORPORATION

    2005
      DEFERRED COMPENSATION PLAN

    AMENDED
      AND RESTATED

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          TABLE
            OF CONTENTS

           

          Page

           

        

      

    


    
      ARTICLE
        I
        TITLE AND
        DEFINITIONS                                                                                                                                                                                                                                                         
1

    

    
      	 	
              1.1

            	
              Definitions.                                                                                                                                         
                

            	  1 
              


    

     

    
      ARTICLE
        II PARTICIPATION

    

    
      	 	
              2.1

            	
              Enrollment.                                                                                                                                                      
                

            	  7 
              


    

    
      	 	
              2.2

            	
              Participation.                                                                                                                                                                                                                                               
                

            	  
              7     


    

     

    
      ARTICLE
        III DEFERRAL AND INVESTMENT ELECTIONS                                                                 8
        

    

    
      	 	
              3.1

            	
              Elections
                to Defer
                Compensation.                                                           
                

            	 8


    

    
      	 	
              3.2

            	
              Investment
                Elections.                                                                                
                

            	 9


    

     

    
      ARTICLE
        IV DEFERRAL ACCOUNTS AND TRUST
        FUNDING                                                                                                                                                                                                             
10

    

    
      	 	
              4.1

            	
              Deferral
                Accounts.                                                                                                                          
                

            	 10


    

    
      	 	
              4.2

            	
              Company
                Contribution
                Account.                                                                                                 
                

            	 10


    

    
      	 	
              4.3

            	
              Prior
                Plan
                Account.                                                                                                                           
                

            	 11


    

    
      	 	
              4.4

            	
              Trust
                Funding.                                                                                                                                 
                

            	 11


    

     

    
      	
              ARTICLE
                V VESTING

            	                                                                                                                                                                                                                
              13


    

     

    
      ARTICLE
        VI
        DISTRIBUTIONS                                                                                                                                                                                                                                                                       14

    

    
      	 	
              6.1

            	
              Distribution
                of Deferred Compensation and Company
                Contributions.                             
                

            	 14


    

    
      	 	
              6.2

            	
              Hardship
                Distribution.                                                                                                                         
                

            	 16


    

    
      	 	
              6.3

            	
              Taxes.                                                                                                                                              
                

            	 17


    

    
      	 	
              6.4

            	
              Inability
                to Locate
                Participant.                                                                                                             
                

            	 17


    

    
      	 	
              6.5

            	
              Distributions
                from Prior Plan
                Account.                                                                                            
                

            	 17


    

     

    
      ARTICLE
        VII
        ADMINISTRATION                                                                                                                                                                                                                                                                18

    

    
      	 	
              7.1

            	
              The
                Committees.                                                                                                                            
                

            	 18


    

    
      	 	
              7.2

            	
              Committee
                Action.                                                                                                                 
                

            	 18


    

    
      	 	
              7.3

            	
              Powers
                and Duties of the Administrative
                Committee.                                                    
                

            	 18


    

    
      	 	
              7.4

            	
              Powers
                and Duties of the Oversight
                Committee.                                                              
                

            	 19


    

    
      	 	
              7.5

            	
              Construction
                and
                Interpretation.                                                                                        
                

            	 19


    

    
      	 	
              7.6

            	
              Information.                                                                                                                           
                

            	 19


    

    
      	 	
              7.7

            	
              Compensation,
                Expenses and
                Indemnity.                                                                         
                

            	 19


    

    
      	 	
              7.8

            	
              Annual
                Statements.                                                                                                              
                

            	 20


    

    
      	 	
              7.9

            	
              Disputes.                                                                                                                                
                

            	 20


    

    
       

      ARTICLE
        VIII MISCELLANEOUS                                                                                                                                                                                               
         22

    

    
      	 	
              8.1

            	
              Unsecured
                General
                Creditor.                                                                                                    
                

            	 22


    

    
      	 	
              8.2

            	
              Restriction
                Against
                Assignment.                                                                                            
                

            	 22


    

    
      	 	
              8.3

            	
              Withholding.                                                                                                                     
                

            	 22


    

    
      	 	
              8.4

            	
              Amendment,
                Modification, Suspension or
                Termination.                                             
                

            	 22


    

    
      	 	
              8.5

            	
              Governing
                Law.                                                                                                                         
                

            	 23


    

    
      	 	
              8.6

            	
              Receipt
                or
                Release.                                                                                                                      
                

            	 23


    

    
      	 	
              8.7

            	
              Payments
                on Behalf of Persons Under
                Incapacity.                                                              
                

            	 23


    

    
      	 	
              8.8

            	
              Limitation
                of Rights and Employment
                Relationship                                                            
                

            	 23


    

    
      	 	
              8.9

            	
              Severability.                                                                                                                               
                

            	 23


    

    
      	 	
              8.10

            	
              Gender.                                                                                                                                           
                

            	 23


    

    
      	 	
              8.11

            	
              No
                Enlargement of Employee
                Rights.                                                                                     

            	 24


    

    
      	 	
              8.12

            	
              Addresses.                                                                                                                                    
                

            	 24


    

    
      	 	
              8.13

            	
              Interpretation.                                                                                                                             
                

            	 24


    

    
      	 	
              8.14

            	
              No
                Implied Rights or
                Obligations.                                                                                             

            	 24


    

    
      	 	
              8.15

            	
              Participants
                Outside of the United
                States.                                                                             
                

            	 24


    

     

    
      	
              SCHEDULE
                A......

            	                                                                                                                                                                                                                25


    

     

    
      	
              SCHEDULE
                B.....

            	                                                    
                                             
26


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PILGRIM’S
      PRIDE CORPORATION

    2005
      DEFERRED COMPENSATION PLAN

    AMENDED
      AND RESTATED

    EFFECTIVE
      AS OF JANUARY 1, 2006

     

    Pilgrim’s
      Pride Corporation, a Delaware corporation (the “Company”) has set forth its
      desire to establish this Deferred Compensation Plan (the “Plan”) as an unfunded
      plan for the purpose of providing deferred compensation for a select group
      of
      management or highly compensated employees for purposes of Title I of the
      Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The
      Company has decided to amend the Plan to reflect additional guidance under
      the
      Section 409A of the Internal Revenue Code, including, but not limited to,
      clarifying the making of deferral elections, the effect of revising deferral
      elections and permitting termination distributions prior to Retirement. These
      changes are generally effective retroactive to the original Effective Date
      of
      the Plan.

     

    As
      of
      January 1, 2006, this amended and restated Plan is hereby adopted to read as
      follows:

     

    ARTICLE
      I  

     

    TITLE
      AND DEFINITIONS

     

    
      	1.1  	
              Definitions.

            


    

     

    Whenever
      the following words and phrases are used in this Plan, with the first letter
      capitalized, they shall have the meanings specified below.

     

    (a)  "Account"
      or "Accounts" shall mean the Deferral Account and the Company Contribution
      Account and any Prior Plan Account.

     

    (b)  “Administrative
      Committee” shall mean the Administrative Committee appointed by the Board to
      administer the Plan in accordance with Article VII.

     

    (c)      
      "Base Salary" shall mean a Participant's annual base salary, excluding bonus,
      commissions, incentive and all other remuneration for services rendered to
      Company and a Participating Company and prior to reduction for any salary
      contributions to a plan established pursuant to Section 125 of the Code, Section
      132(f) of the Code or qualified pursuant to Section 401(k) of the
      Code.

     

    (d)      "Beneficiary"
      or "Beneficiaries" shall mean the person or persons, including a trustee,
      personal representative or other fiduciary, last designated in writing by a
      Participant in accordance with procedures established by the Administrative
      Committee to receive the benefits specified hereunder in the event of the
      Participant's death. No beneficiary designation shall become effective until
      it
      is filed with the Administrative Committee. Any 

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      designation
        shall be revocable at any time through a written instrument filed by the
        Participant with the Administrative Committee with or without the consent
        of the
        previous Beneficiary. No designation of a Beneficiary other than the
        Participant's spouse shall be valid unless consented to in writing by such
        spouse. If there is no such designation or if there is no surviving designated
        Beneficiary, then the Participant's surviving spouse shall be the Beneficiary.
        If there is no surviving spouse to receive any benefits payable in accordance
        with the preceding sentence, the duly appointed and currently acting personal
        representative of the Participant's estate (which shall include either the
        Participant's probate estate or living trust) shall be the Beneficiary. In
        any
        case where there is no such personal representative of the Participant's
        estate
        duly appointed and acting in that capacity within 90 days after the
        Participant's death (or such extended period as the Administrative Committee
        determines is reasonably necessary to allow such personal representative
        to be
        appointed, but not to exceed 180 days after the Participant's death), then
        Beneficiary shall mean the person or persons who can verify by affidavit
        or
        court order to the satisfaction of the Administrative Committee that they
        are
        legally entitled to receive the benefits specified hereunder. In the event
        any
        amount is payable under the Plan to a minor, payment shall not be made to
        the
        minor, but instead be paid (i) to that person's living parent(s) to act as
        custodian, (ii) if that person's parents are then divorced, and one parent
        is
        the sole custodial parent, to such custodial parent, or (iii) if no parent
        of
        that person is then living, to a custodian selected by the Administrative
        Committee to hold the funds for the minor under the Uniform Transfers or
        Gifts
        to Minors Act in effect in the jurisdiction in which the minor resides. If
        no
        parent is living and the Administrative Committee decides not to select another
        custodian to hold the funds for the minor, then payment shall be made to
        the
        duly appointed and currently acting guardian of the estate for the minor
        or, if
        no guardian of the estate for the minor is duly appointed and currently acting
        within 60 days after the date the amount becomes payable, payment shall be
        deposited with the court having jurisdiction over the estate of the minor.
        Payment by the Company or a Participating Company pursuant to any unrevoked
        Beneficiary designation, or to the Participant's estate if no such designation
        exists, of all benefits owed hereunder shall terminate any and all liability
        of
        the Company and the Participating Company, as applicable.

       

      (e)  "Board
        of
        Directors" or "Board" shall mean the Board of Directors of the
        Company.

       

      (f)  "Bonuses"
        shall mean the bonuses determined as of the last day of the fiscal year of
        the
        Company, and payable only to an Eligible Employee employed by of the Company
        or
        a Participating Company on the first day of the next following Plan
        Year.

       

      (g)  "Code"
        shall mean the Internal Revenue Code of 1986, as amended.

       

      (h)  "Committee"
        shall mean the Administrative Committee and the Oversight Committee appointed
        by
        the Board to oversee and administer the Plan in accordance with Article
        VII.

       

      (i)  "Company"
        shall mean Pilgrim’s Pride Corporation, a Delaware corporation, or any successor
        thereof, if its successor shall adopt this Plan.

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    
               
  (j)  "Company
        Contribution Account" shall mean the bookkeeping account maintained by the
        Company or any Participating Company for each Participant that is credited
        with
        an amount equal to the Company Contribution Amount, if any, and earnings
        and
        losses on such amounts pursuant to Section 4.2.

       

      (k)  "Company
        Contribution Amount" shall mean the amount of the Company’s or a Participating
        Company’s matching contribution, if any, for a Participant under the Pilgrim’s
        Pride Retirement Savings Plan that is required to be reduced for a Plan Year
        pursuant to the operation of Code Section 401(m) and any other nonelective
        contributions allocable to a Participant that are made by the Company or
        a
        Participating Company.

       

      (l)  "Compensation"
        shall include a Participant’s Base Salary plus Bonuses paid in a Plan
        Year.

       

      (m)  "Deferral
        Account" shall mean the bookkeeping account maintained by the Administrative
        Committee for each Participant that is credited with amounts equal to (i)
        the
        portion of the Participant's Compensation that he or she elects to defer
        pursuant to Section 3.1, (ii) the amount of any Participant deferrals under
        the
        Pilgrim’s Pride Retirement Savings Plan that is required to be reduced for a
        Plan Year pursuant to the operation of Code Section 401(k) and that may be
        deferred under this Plan in accordance with Code Section 409A, and (iii)
        earnings and losses pursuant to Section 4.1.

       

      (n)  "Disability"
        shall mean a Participant has, by reason of any medically determinable physical
        or mental impairment which can be expected to last for a continuous period
        of
        not less than twelve (12) months, received at least three months of salary
        continuation benefits under the Company’s or the Participating Company’s
        long-term disability plan. This definition shall be interpreted consistent
        with
        Code Section 409A(a)(2)(C).

       

      (o)  "Distributable
        Amount" shall mean the vested balance in the Participant's Deferral Account
        and
        Company Contribution Account.

       

      (p)  "Early
        Distribution" shall mean an election by Participant in accordance with Section
        6.2 to receive a withdrawal of amounts from his or her Deferral Account and
        Company Contribution Account prior to the time at which such Participant
        would
        otherwise be entitled to such amounts.

       

      (q)  "Effective
        Date" shall mean January 1, 2005 and covers amounts subject to deferral
        elections in 2004 and thereafter which would otherwise have been payable
        on or
        after January 1, 2005.

       

                     
        (r)      "Eligible Employee" shall mean any Employee
        whose Compensation for a Plan Year is expected during the Initial Election
        Period (and each subsequent election period) to be equal to or greater than
        the
        dollar amount used to determine if an employee is highly compensated within
        the
        meaning of Code Section 414q(1)(B)(i), as adjusted. In addition, an “Eligible
        Employee” shall mean a former employee of a Participating Company for whom a
        Prior Plan Account is established. An employee whose Initial Election Period
        occurs after the first day of a Plan Year shall be an Eligible Employee if
        his
        or her Compensation for the remainder of the Plan Year is reasonably expected
        to
        equal or exceed such dollar amount if 

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

        
          Compensation
            is annualized. If, however, the actual Compensation of a Participant
            is less
            than such amount for a Plan Year, then such Participant shall not be
            an Eligible
            Employee for the next following Plan Year. In addition, the following
            Employees
            shall not be Eligible Employees:

           

          (i)  Any
            Employee who is a nonresident alien and who receives no earned income
            (within
            the meaning of Code Section 911(d)(2)) from the Company or any
            Participating Company which constitutes income from sources within the
            United
            States (within the meaning of Code Section 861(a)(3)), unless the Employee
            is within a group or classification of nonresident alien Employees designated
            as
            eligible to participate in the Plan by the Board of Directors;

           

          (ii)  Any
            Employee who is employed on a temporary basis, is a leased employee,
            or an
            independent contractor; and

           

          (iii)  Any
            person who is not classified by the Company or any Participating Company
            on its
            payroll records as an Employee under Code Section 3121(d) (including, but
            not limited to, a person classified by the Company or any Participating
            Company
            as an independent contractor, a non-employee consultant or as an employee
            of any
            other entity), even if such classification is determined to be erroneous,
            or is
            retroactively revised by a governmental agency, by court order or as
            a result of
            litigation, or otherwise. In the event the classification of a person
            who was
            excluded from the definition of Eligible Employee under the preceding
            sentence
            is determined to be erroneous or is retroactively revised, the person
            shall
            nonetheless continue to be excluded from treatment as an Eligible Employee
            for
            all periods prior to the date the Company or any Participating Company
            specifically determines for purposes of eligibility to participate in
            the Plan
            that the classification of the person was erroneous or should be
            revised.

           

          (s)  “Employee”
            shall mean each person currently employed as a regular employee of the
            Company
            or any Participating Company and solely for the purpose of maintaining
            a Prior
            Plan Account, any person formerly employed by a Participating
            Company.

           

          (t)  "Fund"
            or
            "Funds" shall mean one or more of the investment funds selected by the
            Oversight
            Committee pursuant to Section 3.2(b).

           

          (u)  "Hardship
            Distribution" shall mean a severe financial hardship to the Participant
            resulting from an illness or accident of the Participant or of his or
            her spouse
            or dependent (as defined in Code Section 152(a)), loss of a Participant's
            property due to casualty, or other similar or extraordinary and unforeseeable
            circumstances arising as a result of events beyond the control of the
            Participant. The circumstances that would constitute an unforeseeable
            emergency
            will depend upon the facts of each case, but, in any case, a Hardship
            Distribution may not be made to the extent that such hardship is or may
            be
            relieved (i) through reimbursement or compensation by insurance or otherwise,
            or
            (ii) by liquidation of the Participant's assets, to the extent the liquidation
            of assets would not itself cause severe financial hardship.

           

          (v)  "Initial
            Election Period" shall mean the 30-day period prior to the Effective
            Date of the
            Plan, or the 30-day period following the time an Employee shall be designated
            by
            the Company or a Participating Company as an Eligible Employee.

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

            
              (w)  "Interest
                Rate" shall mean, for each Fund, an amount equal to the net gain
                or loss on the
                assets of such Fund during each business day.

               

              (x)  “Key
                Employee” means a “key employee” as defined in Code Section 416(i) without
                regard to paragraph 5 thereof.

               

              (y)  “Oversight
                Committee” shall mean the Oversight Committee appointed by the Board to oversee
                the Plan in accordance with Article VII.

               

              (z)  "Participant"
                shall mean any Eligible Employee who becomes a Participant in this
                Plan in
                accordance with Article II.

               

              (aa)  “Participating
                Company” shall include any corporation that is included in a controlled group
                of
                corporations within the meaning of Code Section 414(b) that includes the
                Company, and any trade or business that is under common control with
                the Company
                within the meaning of Code Section 414(c) but only if the Board of
                Directors of the Company permits such entity to participate in the
                Plan and the
                board of the Participating Company adopts this Plan. Participating
                Companies and
                the dates as of which they adopt the Plan shall be identified on
                Schedule A,
                attached hereto.

               

              (bb)  "Payment
                Date" shall mean the date as soon as practicable following such Participant's
                Termination in the case of distributions without a Scheduled Withdrawal
                Date,
                but no later than the end of the calendar year in which the Participant’s
                Termination occurred or, if later, the 15th day of the third calendar
                month
                following the Participant’s Termination. In the case of a Scheduled Withdrawal
                Date, the Payment Date shall be the date as elected by the Participant
                in
                accordance with Section 6.1 of the Plan.

               

              (cc)  "Plan"
                shall mean the Pilgrim’s Pride Corporation 2005 Deferred Compensation Plan as
                amended from time to time.

               

              (dd)  "Plan
                Year" shall mean the Plan Year beginning January 1, 2005 and ending
                December 31,
                2005. Each subsequent Plan Year shall begin on January 1 and end
                on December
                31.

               

              (ee)  “Prior
                Plan Account” shall mean the bookkeeping account maintained by the
                Administrative Committee for each Participant that is credited with
                amounts
                equal to ( i) the accrued liability for benefits under any nonqualified
                plan of
                a Participating Company that is merged with or transferred to this
                Plan with the
                permission of the Board of Directors of the Company, and (ii) earnings
                and
                losses pursuant to Section 4.3.

               

              (ff)  “Retirement”
                shall mean the termination of employment with the Company or a Participating
                Company, as applicable, for any reason, other than death or Disability,
                on or
                after the Participant’s 55th
                birthday, provided, however, that, to the extent Retirement is treated
                as a
                separation from service under Code Section 409A(a)(2)(A), in the
                case of a Key
                Employee, Retirement for purposes of the Plan shall not be earlier
                than six (6)
                months following the Participant’s separation from service as determined
                pursuant to Treasury Regulations issued under Code Section
                409A(a)(2)(A).

              
                
                  
                  

                

                
                  5

                  
                    

                  

                

                
                  
                  

                

                
                             (gg)  "Scheduled
                    Withdrawal Date" shall mean the distribution date elected by
                    the Participant for
                    an in-service withdrawal of amounts from such Accounts deferred
                    in a given Plan
                    Year, and earnings and losses attributable thereto, as set forth
                    on the election
                    form for such Plan Year.

                   

                  (hh)  “Termination”
                    means the date of a Participant’s separation from service including Retirement,
                    with the Company and any Participating Company, provided that,
                    in the case of a
                    Key Employee, Termination other than as a result of death or
                    Disability shall be
                    deemed to be the date six (6) months following separation from
                    service as
                    determined pursuant to Treasury Regulations issued under Code
                    Section
                    409A(a)(2)(A).

                   

                  (ii)  "Trust"
                    shall mean the Pilgrim’s Pride Corporation Deferred Compensation Plan
                    Trust.

                   

                  (jj)  "Trustee"
                    shall mean Wells Fargo Bank (Texas) N.A.

                   

                  (kk)  “Years
                    of
                    Service” shall mean a “year of service” as such term is defined in the Pilgrim’s
                    Pride Retirement Savings Plan as in effect January 1, 2005, as
                    amended from time
                    to time.

                

              

            

          

        

      

    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
      ARTICLE
        I  

       

      PARTICIPATION

       

      
        	1.1  	
                Enrollment.

              


      

       

      An
        Eligible Employee shall become a Participant in the Plan by completing the
        requirements as set forth below:

       

      (a)  electing
        to defer a portion of his or her Compensation in accordance with
        Section 3.1;

       

      (b)  completing
        an investment preference form as set forth in Section 3.2;

       

      (c)  filing
        a
        life insurance application form along with his or her deferral election form
        or
        investment preference form; and

       

      (d)  complying
        with such medical underwriting requirements as determined by the life insurance
        carrier selected by the Company. 

       

      
        	2.2  	
                Participation.

              


      

       

      An
        Eligible Employee who completes the requirements of the preceding
        Section 2.1 shall commence participation in this Plan as of the first day
        of the month in which Compensation is deferred, a Company Contribution Amount
        is
        credited or a Prior Plan Account is established, whichever occurs first.
        In the
        event it is determined by the Committee that a proposed life insurance policy
        for a Participant cannot be obtained in a cost efficient manner after medical
        underwriting requirements have been met, no policy will be obtained.
        Notwithstanding any provision to the contrary, if it is determined or reasonably
        believed, based on a judicial or administrative determination or an opinion
        of
        Company's legal counsel that a Plan Participant is not an Eligible Employee
        following his or her initial enrollment, such individual shall cease to be
        a
        Participant and, to the extent permitted by Code Section 409A, his or her
        Distributable Amount shall be paid to him or her in a lump sum as soon as
        practicable after the determination is made that he or she is not an Eligible
        Employee.

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    ARTICLE
      I  

     

    DEFERRAL
      AND INVESTMENT ELECTIONS

     

    
      	3.1  	
              Elections
                to Defer Compensation.

            


    

     

    (a)  Initial
      Election Period.
      Subject
      to the provisions of Article II, each Eligible Employee may elect to defer
      a
      portion of his or her Compensation by filing with the Administrative Committee
      an election that conforms to the requirements of this Section 3.1, on a form
      provided by the Administrative Committee, no later than the last day of his
      or
      her Initial Election Period.

     

    (b)  General
      Rule.
      The
      amount of Compensation which an Eligible Employee may elect to defer is limited
      to such Compensation earned on or after the time at which the Eligible Employee
      elects to defer in accordance with Section 3.1(a) and shall be a flat dollar
      amount or percentage which shall not exceed 100% of the Eligible Employee's
      Compensation, provided that the total amount deferred by a Participant shall
      be
      limited in any calendar year, if necessary, to satisfy the Participant’s Social
      Security Tax obligation (including Medicare) on the amount of Compensation
      prior
      to any deferral election under this Plan, income tax and employee benefit plan
      withholding requirements as determined in the sole and absolute discretion
      of
      the Administrative Committee.

     

    (c)  Duration
      of Compensation Deferral Election.
      An
      Eligible Employee's initial election to defer Compensation must be made prior
      to
      the Effective Date and is to be effective with respect to Compensation received
      after such deferral election is processed but only through the last day of
      the
      Plan Year. Thereafter, a Participant may commence, renew, increase, decrease
      or
      terminate a deferral election with respect to Compensation for any subsequent
      Plan Year by filing a new election not less than 15 days prior to the beginning
      of the next Plan Year or such earlier date as determined by the Administrative
      Committee, which election shall be effective on the first day of the next
      following Plan Year. In the case of an Employee who becomes an Eligible Employee
      after the Effective Date, such Eligible Employee shall have 30 days from
      the date he or she first becomes an Eligible Employee to make an Initial
      Election with respect to Compensation. Such election shall be effective for
      the
      remainder of the Plan Year, in the event the Plan Year has
      commenced.

     

    (d)  Elections
      other than Elections during the Initial Election Period.
      Subject
      to the limitations of Section 3.1(b) above, any Eligible Employee who failed
      to
      file an initial election or whose prior Compensation deferral election has
      expired may elect to again defer Compensation, by filing an election on a form
      provided by the Administrative Committee to defer Compensation as described
      in
      Sections 3.1(b) and 3.1(c) above. An election to defer Compensation must be
      filed in a timely manner in accordance with Section 3.1(c).

     

              (e)       
      Rescission
      or Modification of Deferral Election.
      As
      permitted under Code Section 409A and the relevant transition rules in Section
      885(f) of the American Jobs Creation Act of 2004 and Treasury Regulations issued
      thereunder a Participant may (i) rescind his or her deferral election by filing
      a rescission election in accordance with the policies and procedures established
      by the Administrative Committee or (ii) modify his deferral election by filing
      a


    
      
        
        

      

      
        8

        
          

        

      

      
        
        
revised
        deferral election on a form provided by the Administrative Committee. A
        Participant’s rescission election shall become effective retroactive to the
        first day of the Plan Year in which the rescission election is made and a
        revised deferral election will become effective on the first pay period
        following the date the election is implemented in the Company’s or the
        Participating Company’s payroll system. Once a rescission election is filed with
        the Administrative Committee, the Participant will be unable to elect to
        participate in the Plan until the next following Plan Year.

    

     

    (f)  Ineligibility.
      A
      Participant whose actual Compensation is below the threshold for a Plan Year
      shall cease to be an Eligible Employee for the next following Plan Year, and
      any
      election to defer Compensation for such Plan Year shall be null and void unless,
      in the Administrative Committee’s sole and exclusive determination, the
      Participant is likely to be an Eligible Employee in such succeeding Plan
      Year.

     

    (g)  Irrevocable
      Election.
      Except
      as permitted under paragraph (e) above, once made Compensation deferral
      elections shall remain in force for the applicable Plan Year unless the
      Participant ceases to be an Eligible Employee, in which case contributions
      made
      while an Eligible Employee shall remain in the Plan until distribution as
      elected in accordance with Article VI.

     

    
      	3.2  	
              Investment
                Elections.

            


    

     

    (a)  At
      the
      time of making the deferral elections described in Section 3.1, and effective
      with the establishment of a Prior Plan Account for a Participant, the
      Participant shall select, on a form provided by the Oversight Committee, from
      among the types of Funds selected by the Oversight Committee in which the
      Participant's Account will be deemed to be invested in for purposes of
      determining the amount of earnings or losses to be credited to that Account.
      In
      making the selection pursuant to this Section 3.2, the Participant may specify
      that all or any multiple of his or her Account be deemed to be invested, in
      whole percentage increments, in one or more of the Funds provided under the
      Plan
      as communicated from time to time by the Oversight Committee. A Participant
      may
      change the selection made under this Section 3.2 by following such procedures
      and formats as the Administrative Committee shall authorize. If a Participant
      fails to elect a type of Fund under this Section 3.2, he or she shall be deemed
      to have elected the money market type of Fund.

     

    (b)  Although
      the Participant may designate the type of investments, the Committee shall
      not
      be bound by such designation. The Oversight Committee shall select from time
      to
      time, in its sole and absolute discretion, commercially available investments
      of
      each of the types communicated by the Oversight Committee to the Participant
      pursuant to Section 3.2(a) above, which shall to be the Funds. The Interest
      Rate
      of each such commercially available investment Fund shall be used to determine
      the amount of earnings or losses to be credited to Participant's Account under
      Article IV.

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    ARTICLE
      I  

     

    DEFERRAL
      ACCOUNTS AND TRUST FUNDING

     

    
      	4.1  	
              Deferral
                Accounts.

            


    

     

    The
      Administrative Committee shall establish and maintain a Deferral Account for
      each Participant under the Plan. Each Participant's Deferral Account shall
      be
      further divided into separate subaccounts ("Fund subaccounts"), each of which
      corresponds to a Fund elected by the Participant pursuant to Section 3.2(a).
      A
      Participant's Deferral Account shall be credited as follows:

     

    (a)  On
      the
      fifth business day after amounts are withheld and deferred from a Participant's
      Compensation, the Administrative Committee shall credit the Fund subaccounts
      of
      the Participant's Deferral Account with an amount equal to Compensation deferred
      by the Participant in accordance with the Participant's election under Section
      3.2(a); that is, the portion of the Participant's deferred Compensation that
      the
      Participant has elected to be deemed to be invested in a certain type of Fund
      shall be credited to the Fund subaccount corresponding to that
      Fund;

     

    (b)  Each
      business day, each Fund subaccount of a Participant's Deferral Account shall
      be
      credited with earnings or losses in an amount equal to that determined by
      multiplying the balance credited to such Fund subaccount as of the prior day
      plus contributions credited that day to the Fund subaccount by the Interest
      Rate
      for the corresponding fund selected by the Oversight Committee pursuant to
      Section 3.2(b).

     

    (c)  In
      the
      event that a Participant elects for a given Plan Year’s deferral of Compensation
      to have a Scheduled Withdrawal Date, all amounts attributed to the deferral
      of
      Compensation for such Plan Year shall be accounted for in a manner which allows
      separate accounting for the deferral of Compensation and investment gains and
      losses associated with such Plan Year’s deferral of Compensation.

     

    
      	4.2  	
              Company
                Contribution Account.

            


    

     

    The
      Administrative Committee shall establish and maintain a Company Contribution
      Account for each Participant under the Plan. Each Participant's Company
      Contribution Account shall be further divided into separate Fund subaccounts
      corresponding to the Fund selected by the Participant pursuant to Section
      3.2(a). A Participant's Company Contribution Account shall be credited as
      follows:

     

    (a)  On
      the
      fifth business day after a Company Contribution Amount is made, the
      Administrative Committee shall credit the Fund subaccounts of the Participant's
      Company Contribution Account with an amount equal to the Company Contribution
      Amount, if any, which the Participant selected to be deemed to be invested
      in a
      certain type of Fund shall be credited to the corresponding investment Fund
      subaccount; and

     

                                   (b)      
      Each business day, each Fund subaccount of a Participant's Company Contribution
      Account shall be credited with earnings or losses in an amount equal to that
      

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    determined
      by multiplying the balance credited to such Fund subaccount as of the prior
      day
      plus contributions credited that day to the Fund subaccount by the Interest
      Rate
      for the corresponding Fund selected by the Oversight Committee pursuant to
      Section 3.2(b).

     

    
      	4.3  	
              Prior
                Plan Account.

            


    

     

    The
      Administrative Committee shall establish and maintain a Prior Plan Account
      for
      each Participant under the Plan whose benefit under this Plan includes amounts
      accrued under the prior nonqualified deferred compensation plan of a
      Participating Company, to the extent permitted by the Board. Each Participant's
      Prior Plan Account shall be further divided into Fund subaccounts, each of
      which
      corresponds to a Fund elected by the Participant pursuant to Section 3.2(a).
      A
      Participant's Prior Plan Account shall be credited as follows:

     

    (a)  On
      the
      fifth business day after accrued benefits are assumed by this Plan, the
      Administrative Committee shall credit the Fund subaccounts of the affected
      Participant's Prior Plan Account with an amount equal to such accrued benefits
      in accordance with the Participant's election under Section 3.2(a); that is,
      the
      portion of the Participant's prior plan accrued benefit that the Participant
      has
      elected to be deemed to be invested in a certain type of Fund shall be credited
      to the Fund subaccount corresponding to that Fund;

     

    (b)  Each
      business day, each Fund subaccount of a Participant's Prior Plan Account shall
      be credited with earnings or losses in an amount equal to that determined by
      multiplying the balance credited to such Fund subaccount as of the prior day
      to
      the Fund subaccount by the Interest Rate for the corresponding fund selected
      by
      the Oversight Committee pursuant to Section 3.2(b).

     

    
      	4.4  	
              Trust
                Funding.

            


    

     

    (a)  The
      Company has created a Trust with the Trustee. The Company shall cause the Trust
      to be funded each year. The Company and any Participating Company shall
      contribute to the Trust the sum of: (i) an amount equal to the amount
      deferred by each Participant; and (ii) the aggregate amount of Company
      Contribution Amounts for the Plan Year. The Participating Company shall
      contribute to the Trust an amount equal to the amount accrued by each
      Participant under any nonqualified deferred compensation plan of the
      Participating Company that is merged with or transferred to this
      Plan.

     

    (b)  Although
      the principal of the Trust and any earnings thereon shall be held separate
      and
      apart from other funds of Company and any Participating Company and shall be
      used exclusively for the uses and purposes of Plan Participants and
      Beneficiaries as set forth therein, neither the Participants nor their
      Beneficiaries shall have any preferred claim on, or any beneficial ownership
      in,
      any assets of the Trust prior to the time such assets are paid to the
      Participants or their Beneficiaries. Benefits and all rights created under
      this
      Plan shall be unsecured contractual rights of Plan Participants and
      Beneficiaries against the Company and any Participating Company. Any assets
      held
      in the Trust will be subject to the claims of Company's and any Participating
      Company’s general creditors under federal and state law in the event its or
      their becoming “insolvent” as defined in Section 4(a) of the Trust or any
      successor section.

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

              (a)  The
      assets of the Plan and Trust shall never inure to the benefit of the Company
      or
      any Participating Company and the same shall be held for the exclusive purpose
      of providing benefits to Participants and their Beneficiaries and for deferring
      reasonable expenses of administering the Plan and Trust.

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

         
      ARTICLE I  

     

    VESTING

     

    A
      Participant shall be 100% vested in his or her Deferral Account and Prior Plan
      Account. A Participant shall be vested in his or her Company Contribution Amount
      as follows.

     

    
      	
               

              Years
                of Service

            	
               

              Percentage

            
	
               

              Less
                than 2

            	
               

              0%

            
	
               

              2

            	
               

              20%

            
	
               

              3

            	
               

              40%

            
	
               

              4

            	
               

              60%

            
	
               

              5

            	
               

              80%

            
	
               

              6
                or more

            	
               

              100%

            


    

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    ARTICLE
      VI  

     

    DISTRIBUTIONS

     

    
      	6.1  	
              Distribution
                of Deferred Compensation and Company Contributions.

            


    

     

    (a)  Distribution
      Election.
      During
      each annual enrollment, under rules and on the distribution form prescribed
      by
      the Administrative Committee, a Participant may elect the timing and form of
      distribution with respect to the “Plan Year Balance” credited to his or her
      Account. For purposes of a distribution election, a Participant’s Plan Year
      Balance shall mean any deferrals of Compensation, vested Company Contributions
      made during a Plan Year, and any earnings on such deferrals of Compensation
      and
      Company Contribution Amounts. On the distribution form a Participant may elect
      to receive his Plan Year Balance on a Scheduled Withdrawal Date. With respect
      to
      that portion of Participant’s Account for which a Scheduled Withdrawal Date is
      not selected then such vested amounts shall become payable on the Payment Date
      after the first to occur of the Participant’s (i) Termination or (ii)
      death.

     

    (b)  Form
      of Distribution.

     

    (1)  If
      on a
      Payment Date a Participant’s vested Account balance is $50,000 or less, then
      notwithstanding any election to the contrary the amount to be distributed shall
      be paid to the Participant (and after his or her death to his or her
      Beneficiary) in a lump sum distribution.

     

    (2)  In
      the
      case of a Participant with a vested Account balance of more than $50,000 on
      a
      Payment Date then the Plan Year Balance(s), as applicable to such Payment Date,
      shall be paid to the Participant (and after his or her death his or her
      Beneficiary) in the form selected by the Participant in accordance with the
      options set forth below:

     

    (i)  Termination.

     

    (A)  A
      lump
      sum distribution beginning on the Participant’s Payment Date.

     

                                                                   
      (B)  Substantially
      equal quarterly installment beginning on the Participant’s Payment Date over a
      period of five, ten, fifteen, or twenty years.

     

                                                          
               (C)  If
      no
      election regarding the form of distribution has been made with respect to a
      Plan
      Year Balance, the payment of which will occur at Termination, then the amount
      to
      be distributed shall be paid to the Participant (and after his or her death
      to
      his or her Beneficiary) in quarterly installments over a period of ten
      years.

     

    (ii)  Scheduled
      Withdrawal Date.

     

                                                                 
      (A)  A
      lump
      sum distribution beginning on the Scheduled Withdrawal Date.

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

                                                                                                                                               
      (B)  Substantially
      equal quarterly installments beginning on the Scheduled Withdrawal Date over
      a
      period of one, two, three, four, or five years.

     

                                                                
      (C)  If
      no
      election regarding the form of distribution has been made with respect to a
      Plan
      Year Balance, the payment of which will occur on a Scheduled Withdrawal Date,
      then the amount to be distributed shall be paid to the Participant (and after
      his or her death to his or her Beneficiary) in quarterly installments beginning
      on the Scheduled Withdrawal Date over a period of five years.

     

    (c)  Scheduled
      Withdrawal Dates.
      A
      Participant who has elected a Scheduled Withdrawal Date for a distribution
      while
      still in the employ of the Company and any Participating Company shall receive
      a
      distribution from his or her Account on such date, but only if he meets the
      requirements of 6.1(b)(2) above and only with respect to each Plan Year Balance
      as shall have been selected by the Participant to be subject to such Scheduled
      Withdrawal Date in accordance with Section 1.1(gg) of the Plan. A Participant's
      Scheduled Withdrawal Date with respect to a Plan Year Balance can be no earlier
      than two years from the first day of the Plan Year for which the deferrals
      of
      Compensation and Company Contribution Amounts are made; provided, however,
      that
      with respect to the Plan Year that includes the Effective Date, the Scheduled
      Withdrawal Date can be no earlier than 18 months from the Effective Date of
      the
      Plan. A Scheduled Withdrawal Date shall be a date certain, rather than an event,
      in accordance with Code Section 409A. In the event a Participant terminates
      employment with the Company and any Participating Company prior to the
      occurrence of a Scheduled Withdrawal Date (other than by reason of death),
      the
      portion of the Participant's Account associated with a Scheduled Withdrawal
      Date
      which has not been paid in full prior to such Termination, shall be distributed
      in accordance with the payment method selected by or applicable to the
      Participant in connection with his or her Termination.

     

    (d)  Modification.
      A
      Participant may elect to modify the form of benefit or extend the time of
      distribution with respect to a specific Plan Year Balance provided that such
      modification or extension is (x) made on a form provided by the Administrative
      Committee, (y) filed with the Administrative Committee at least twelve (12)
      months prior to his or her original Payment Date or Scheduled Withdrawal Date,
      and (z) any change to a distribution election relating to a distribution (other
      than for death or Disability) shall be effective only to the extent the first
      payment pursuant to the changed election is deferred for a period of at least
      five (5) years from the date payment would have otherwise been made. In
      addition, any change to a Participant’s form of benefit or time of distribution
      shall not become effective for a period of twelve (12) months from the date
      the
      form requesting such modification is received by the Administrative Committee.
      A
      Participant shall have the right to modify his or her elections up to two times
      with respect to a specific Plan Year Balance. 

     

    (e)  Distribution
      for Termination of Employment due to Death.
      In the
      case of a Participant who dies while employed by the Company or any
      Participating Company, the Participant’s vested Account balance shall be paid to
      the Participant’s Beneficiary in a lump sum unless the Participant has a valid
      election to receive installments. In addition, a death benefit, payable as
      a
      lump sum, shall be paid to the Beneficiary in an amount that is equal to the
      lesser of (i) $50,000 and (ii) 25% of the Participant’s vested Account balance
      as of the date of death.

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

            
  (f)  Post-Termination
      Death Benefit.
      In the
      event a Participant who has begun receiving quarterly installments dies after
      his or her Termination and at the time of death still has a vested balance
      in
      his or her Account, the vested balance of such Account shall continue to be
      paid
      in quarterly installments in accordance with the election(s) previously made
      by
      the Participant.

     

    (g)  Earnings.
      The
      Participant’s Account shall continue to be credited with earnings pursuant to
      Section 4.1 of the Plan until all vested amounts credited to his or her Account
      under the Plan have been distributed.

     

    (h)  Delayed
      Distribution.
      A
      Participant’s Payment Date may be delayed under the following
      circumstances:

     

    (1)  if
      the
      Company’s income tax deduction under Code Section 162(m) would be limited or
      eliminated; provided, however, that amount to be distributed will be paid at
      the
      earliest date the Company or any Participating Company reasonably anticipates
      that the deduction will not be limited or eliminated or, if sooner, the calendar
      year of the Participant’s Termination;

     

    (2)  for
      a
      period of six months after the Participant’s Termination (except for death or
      Disability), if the Participant is a Key Employee. Key Employees shall be
      determined by including employees of the Company and any Participating Company,
      including nonresident alien employees;

     

    (3)  if
      the
      amount to be distributed from the Participant’s Account would violate a loan
      covenant to which the Company or any Participating Company is a party, and
      the
      violation is expected to cause material harm to the Company or a Participating
      Company provided, however, that the distribution will occur at the earliest
      date
      it is reasonable to expect that the payment will not cause material harm;


     

    (4)  if
      the
      amount to be distributed from the Participant’s Account is reasonably likely to
      violate federal or applicable state securities laws; provided, however, that
      the
      distribution will occur at the earliest date the Company and any Participating
      Company reasonably anticipate that the distribution will not cause a violation;
      and 

     

    (5)  if
      the
      amount to be distributed from the Participant’s Account is subject to a bona
      fide dispute; provided, however, that the distribution occurs during the first
      calendar year in which the Participant, the Company and any Participating
      Company enter into legally binding settlement agreement or pursuant to a final
      non-appealable judgment or other binding decision.

     

    
      	6.2  	
              Hardship
                Distribution.

            


    

     

    A
      Participant shall be permitted to elect a Hardship Distribution from his or
      her
      vested Accounts in accordance with Section 1.1(u) of the Plan prior to the
      Payment Date, subject to the following restrictions:

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

               (a)  The
      election to take a Hardship Distribution shall be made by filing a form provided
      by and filed with the Administrative Committee prior to the end of any calendar
      month.

     

    (b)  The
      Administrative Committee shall have made a determination that the requested
      distribution constitutes a Hardship Distribution in accordance with Section
      1.1(u) of the Plan.

     

    (c)  The
      amount determined by the Administrative Committee as a Hardship Distribution
      (which may not exceed the amount necessary to satisfy such emergency plus the
      amount necessary to pay taxes reasonably anticipated as a result of the
      distribution) shall be paid in a single cash lump sum as soon as practicable
      after the end of the calendar month in which the Hardship Distribution election
      is made and approved by the Administrative Committee.

     

    (d)  If
      a
      Participant receives a Hardship Distribution, then to the extent permitted
      under
      Code Section 409A the Participant will be ineligible to participate in the
      Plan
      for the balance of the Plan Year in which the Hardship Distribution was paid
      and
      the following Plan Year.

     

        6.3  Taxes.

     

    All
      distributions shall be reduced by an amount that the Administrative Committee
      reasonably determines is necessary to be withheld and paid over to satisfy
      federal, state, local and foreign tax authorities pursuant to Section
      8.3.

     

    
      	6.4  	
              Inability
                to Locate Participant.

            


    

     

    In
      the
      event that the Administrative Committee is unable to locate a Participant or
      Beneficiary within two years following the required Payment Date, the entire
      amount allocated to the Participant's Deferral Account, Company Contribution
      Account and Prior Plan Account shall be forfeited. If, after such forfeiture,
      the Participant or Beneficiary later claims such benefit, such benefit, to
      the
      extent vested, shall be reinstated without interest or earnings.

     

    
      	6.5  	
              Distributions
                from Prior Plan Account.

            


    

     

    In
      the
      event that a Participant has a Prior Plan Account, then all distribution options
      with respect to amounts credited to such Prior Plan Account shall be distributed
      in accordance with this Article 6, except with respect to a Participant who
      is not a current employee and is in pay status with respect to such Prior Plan
      Account at the time such Account is initially credited with an accrued benefit
      under the prior plan. In such case, the distribution mode in effect at the
      time
      the Prior Plan Account is credited under this Plan shall continue in accordance
      with the provisions of said prior plan, as provided on
      Schedule B.

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

        
      ARTICLE VII  

     

    ADMINISTRATION

     

    
      	7.1  	
              The
                Committees.

            


    

     

    Two
      committees, the Administrative Committee and the Oversight Committee, shall
      be
      appointed by, and serve at the pleasure of, the Board of Directors. The number
      of members comprising each Committee shall be determined by the Board, which
      may
      from time to time vary the number of members. Any member of a Committee may
      resign by delivering a written notice of resignation to the Board. The Board
      may
      remove any member of a Committee by delivering a certified copy of its
      resolution of removal to such member. Vacancies in the membership of either
      Committee shall be filled promptly by the Board.

     

    
      	7.2  	
              Committee
                Action.

            


    

     

    A
      Committee shall act at meetings by the affirmative vote of a majority of its
      members. Any action permitted to be taken at a meeting may be taken without
      a
      meeting if, prior to such action, a written consent to the action is signed
      by
      all members of a Committee and such written consent is filed with the minutes
      of
      the proceedings of such Committee. A member of a Committee shall not vote or
      act
      upon any matter which relates solely to himself or herself as a Participant.
      The
      Chairman or any other member or members of a Committee designated by the
      Chairman may execute any certificate or other written direction on behalf of
      such Committee. Any member of a Committee may execute documents or provide
      written directions on behalf of the entire Committee.

     

    
      	7.3  	
              Powers
                and Duties of the Administrative Committee.

            


    

     

    The
      Administrative Committee, on behalf of the Participants and their Beneficiaries,
      shall enforce the Plan in accordance with its terms, shall be charged with
      the
      general administration of the Plan except with respect to the powers and duties
      of the Oversight Committee as described in Section 7.4, and shall have all
      powers necessary to accomplish its purposes, including, but not by way of
      limitation, the following:

     

    (a)  To
      construe and interpret the terms and provisions of this Plan;

     

    (b)  To
      compute and certify to the amount and kind of benefits payable to Participants
      and their Beneficiaries;

     

    (c)  To
      maintain all records that may be necessary for the administration of the
      Plan;

     

    (d)  To
      provide for the disclosure of all information and the filing or provision of
      all
      reports and statements to Participants, Beneficiaries or governmental agencies
      as shall be required by law;

     

    (e)  To
      make
      and publish such rules for the regulation of the Plan and procedures for the
      administration of the Plan as are not inconsistent with the terms hereof;
      and

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

                    (f)  To
      review
      decisions made by the Company with respect to claims.

     

           
      7.4   Powers
      and Duties of the Oversight Committee.

     

    The
      Oversight Committee, on behalf of the Participants and their Beneficiaries,
      shall be charged with the general administration of the Plan, except with
      respect to the powers and duties of the Administrative Committee as described
      in
      Section 7.3, and shall have all powers necessary to accomplish its purposes,
      including, but not by way of limitation, the following:

     

    (a)  To
      select
      the Funds in accordance with Section 3.2(b) hereof;

     

    (b) To
      appoint a Plan administrator or any other agent, and to delegate to them such
      powers and duties in connection with the administration of the Plan as the
      Oversight Committee may from time to time prescribe; and

     

    (c) To
      take
      all actions necessary for the administration of the Plan, including determining
      whether to hold or discontinue the Policies.

     

    
      	7.5  	
              Construction
                and Interpretation.

            


    

     

    The
      Administrative Committee shall have full and exclusive discretion to construe
      and interpret the terms and provisions of this Plan, which interpretations
      or
      construction shall be final and binding on all parties, including but not
      limited to the Company, the Oversight Committee and any Participant or
      Beneficiary. The Administrative Committee shall administer such terms and
      provisions in a uniform and nondiscriminatory manner and in full accordance
      with
      any and all laws applicable to the Plan.

     

    
      	7.6  	
              Information.

            


    

     

    To
      enable
      the Committees to perform their functions, the Company and each Participating
      Company shall supply full and timely information to the Committees on all
      matters relating to the Compensation of all Participants, their death or other
      events which cause termination of their participation in this Plan, and such
      other pertinent facts as a Committee may require.

     

    
      	7.7  	
              Compensation,
                Expenses and Indemnity.

            


    

     

    (a)  The
      members of a Committee shall serve without compensation for their services
      hereunder.

     

    (b)  Each
      Committee is authorized at the expense of the Company and each Participating
      Company to employ such legal counsel as it may deem advisable to assist in
      the
      performance of its duties hereunder. Expenses and fees in connection with the
      administration of the Plan shall be paid equally by the Company and each
      Participating Company, subject to an agreement between the Company and each
      Participating Company to the contrary.

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

                          
      (c)  To
      the
      extent permitted by applicable state law, the Company and each Participating
      Company shall indemnify and hold harmless the Administrative and Oversight
      Committees and each member thereof, the Board of Directors and any delegate
      of a
      Committee who is an employee of the Company and any Participating Company
      against any and all expenses, liabilities and claims, including legal fees
      to
      defend against such liabilities and claims arising out of their discharge in
      good faith of responsibilities under or incident to the Plan, other than
      expenses and liabilities arising out of willful misconduct. This indemnity
      shall
      not preclude such further indemnities as may be available under insurance
      purchased by the Company and any Participating Company, or provided by the
      Company and any Participating Company under any bylaw, agreement or otherwise,
      as such indemnities are permitted under state law. The liability under this
      Section 7.7(c) shall be joint and several among the Company and any
      Participating Companies.

     

    
      	7.8  	
              Annual
                Statements.

            


    

     

    Under
      procedures established by the Administrative Committee, a Participant shall
      receive a statement with respect to such Participant's Accounts on an annual
      basis. In addition, a Participant may obtain access to Account information
      through telephonic and electronic means, including the Internet, as permitted
      by
      the Company.

     

    
      	7.9  	
              Disputes.

            


    

     

    (a)  Claim.

     

    A
      person
      who believes that he or she is being denied a benefit to which he or she is
      entitled under this Plan (hereinafter referred to as "Claimant") must file
      a
      written request for such benefit with the Company, setting forth his or her
      claim. The request must be addressed to the President of the Company at its
      then
      principal place of business.

     

    (b)  Claim
      Decision.

     

    Upon
      receipt of a claim, the Company shall advise the Claimant that a reply will
      be
      forthcoming within thirty (30) days and shall, in fact, deliver such reply
      within such period. The Company may, however, extend the reply period for an
      additional thirty (30) days for special circumstances.

     

    If
      the
      claim is denied in whole or in part, the Company shall inform the Claimant
      in
      writing, using language calculated to be understood by the Claimant, setting
      forth: (i) the specified reason or reasons for such denial; (ii) the
      specific reference to pertinent provisions of this Plan on which such denial
      is
      based; (iii) a description of any additional material or information
      necessary for the Claimant to perfect his or her claim and an explanation of
      why
      such material or such information is necessary; (iv) appropriate
      information as to the steps to be taken if the Claimant wishes to submit the
      claim for review; and (v) the time limits for requesting a review under
      subsection (c).

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

                                   
      (c)  Request
      For Review.

     

    Within
      sixty (60) days after the receipt by the Claimant of the written opinion
      described above, the Claimant may request in writing that the Administrative
      Committee review the determination of the Company. Such request must be
      addressed to the Administrative Committee, c/o the Secretary of the Company,
      at
      its then principal place of business. The Claimant or his or her duly authorized
      representative may, but need not, review the pertinent documents and submit
      issues and comments in writing for consideration by the Administrative
      Committee. If the Claimant does not request a review within such sixty (60)
      day
      period, he or she shall be barred and estopped from challenging the Company's
      determination.

     

    (d)  Review
      of Decision.

     

    Within
      thirty (30) days after the Administrative Committee's receipt of a request
      for
      review, after considering all materials presented by the Claimant, the
      Administrative Committee will inform the Participant in writing, in a manner
      calculated to be understood by the Claimant, of the decision setting forth
      the
      specific reasons for the decision containing specific references to the
      pertinent provisions of this Plan on which the decision is based. If special
      circumstances require that the thirty (30) day time period be extended, the
      Administrative Committee will so notify the Claimant and will render the
      decision as soon as possible, but no later than sixty (60) days after receipt
      of
      the request for review.

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

         
      ARTICLE VIII  

     

    MISCELLANEOUS

     

    
      	8.1  	
              Unsecured
                General Creditor.

            


    

     

    Participants
      and their Beneficiaries, heirs, successors, and assigns shall have no legal
      or
      equitable rights, claims, or interest in any specific property or assets of
      the
      Company or any Participating Company. No assets of the Company or any
      Participating Company shall be held in any way as collateral security for the
      fulfilling of the obligations of the Company or any Participating Company under
      this Plan. Any and all of the Company's and any Participating Company’s assets
      shall be, and remain, the general unpledged, unrestricted assets of the Company
      and any Participating Company. The Company's and any Participating Company’s
      obligation under the Plan shall be merely that of an unfunded and unsecured
      promise of the Company or any Participating Company to pay money in the future,
      and the rights of the Participants and Beneficiaries shall be no greater than
      those of unsecured general creditors. It is the intention of the Company and
      any
      Participating Company that this Plan be unfunded for purposes of the Code and
      for purposes of ERISA.

     

    
      	8.2  	
              Restriction
                Against Assignment.

            


    

     

    The
      Company and any Participating Company shall pay all amounts payable hereunder
      only to the person or persons designated by the Plan and not to any other person
      or corporation. No part of a Participant's Accounts shall be liable for the
      debts, contracts, or engagements of any Participant, his or her Beneficiary,
      or
      successors in interest, nor shall a Participant's Accounts be subject to
      execution by levy, attachment, or garnishment or by any other legal or equitable
      proceeding, nor shall any such person have any right to alienate, anticipate,
      sell, transfer, commute, pledge, encumber, or assign any benefits or payments
      hereunder in any manner whatsoever. If any Participant, Beneficiary or successor
      in interest is adjudicated bankrupt or purports to anticipate, alienate, sell,
      transfer, commute, assign, pledge, encumber or charge any distribution or
      payment from the Plan, voluntarily or involuntarily, the Administrative
      Committee, in its discretion, may cancel such distribution or payment (or any
      part thereof) to or for the benefit of such Participant, Beneficiary or
      successor in interest in such manner as the Administrative Committee shall
      direct.

     

    
      	8.3  	
              Withholding.

            


    

     

    There
      shall be deducted from each payment made under the Plan or any other
      Compensation payable to the Participant (or Beneficiary) all applicable federal,
      state, local or foreign taxes which are required to be withheld by the Company
      or any Participating Company in respect to such payment or this Plan. The
      Company and any Participating Company shall have the right to reduce any payment
      (or compensation) by the amount of cash sufficient to provide the amount of
      said
      taxes.

     

    
      	8.4  	
              Amendment,
                Modification, Suspension or Termination.

            


    

    The
      Board
      may amend, modify, suspend or terminate the Plan in whole or in part, except
      that no amendment, modification, suspension or termination shall have any
      retroactive 

    
      
        
        

      

      
        22

        
          

        

      

      
        
        
effect
        to
        reduce any amounts allocated to a Participant's Accounts. In the event that
        this
        Plan is terminated, the amounts allocated to a Participant's Accounts shall
        be
        distributed to the Participant or, in the event of his or her death, his
        or her
        Beneficiary in a lump sum as soon as is practicable in accordance with the
        termination and distribution procedures set forth in Code Section 409A and
        the
        regulations thereunder.

    

     

    
      	8.5  	
              Governing
                Law.

            


    

     

    This
      Plan
      shall be construed, governed and administered in accordance with the laws of
      the
      State of Texas to the extent not preempted by ERISA.

     

    
      	8.6  	
              Receipt
                or Release.

            


    

     

    Any
      payment to a Participant or the Participant's Beneficiary in accordance with
      the
      provisions of the Plan shall, to the extent thereof, be in full satisfaction
      of
      all claims against the Committees, the Company and each Participating Company.
      The Administrative Committee may require such Participant or Beneficiary, as
      a
      condition precedent to such payment, to execute a receipt and release to such
      effect.

     

    
      	8.7  	
              Payments
                on Behalf of Persons Under Incapacity.

            


    

     

    In
      the
      event that any amount becomes payable under the Plan to a person who, in the
      sole judgment of the Administrative Committee, is considered by reason of
      physical or mental condition to be unable to give a valid receipt therefore,
      the
      Administrative Committee may direct that such payment be made to any person
      found by the Administrative Committee, in its sole judgment, to have assumed
      the
      care of such person. Any payment made pursuant to such determination shall
      constitute a full release and discharge of the Committees, the Company and
      each
      Participating Company.

     

    
      	8.8 	
              Limitation
                of Rights and Employment
                Relationship

            


    

     

    Neither
      the establishment of the Plan and Trust nor any modification thereof, nor the
      creating of any fund or account, nor the payment of any benefits shall be
      construed as giving to any Participant, or Beneficiary or other person any
      legal
      or equitable right against the Company, a Participating Company or the Trustee
      of the Trust except as provided in the Plan and Trust; and in no event shall
      the
      terms of employment of any Employee or Participant be modified or in any way
      be
      affected by the provisions of the Plan and Trust.

     

    
      	8.9  	
              Severability.

            


    

     

    If
      any
      provision of this Plan is held to be invalid or unenforceable, the remaining
      provisions shall be effective.

     

    
      	8.10  	
              Gender.

            


    

     

    Unless
      the context clearly indicates otherwise, the masculine gender shall include
      the
      feminine, the singular shall include the plural, and the plural the
      singular.

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    
      	8.11  	
              No
                Enlargement of Employee Rights.

            


    

     

    (a)  This
      Plan
      is strictly a voluntary undertaking on the part of the Company and a
      Participating Company and shall not be deemed to constitute a contract between
      the Company or any Participating Company and any Employee, or to be
      consideration for, or an inducement to, or a condition of, the employment of
      any
      Employee.

     

    (b)  Nothing
      contained in this Plan or the Trust shall be deemed to give any Employee the
      right to be retained in the employ of the Company or any Participating Company
      or to interfere with the right of the Company or any Participating Company
      to
      discharge or retire any Employee at any time.

     

    (c)  No
      Employee, or any other person, shall have any right to or interest in any
      portion of the Trust, and no Employee or any other person shall be entitled
      to
      rely upon any representations, whether oral or in writing, any prospectus or
      other document, which are inconsistent with this Plan document.

     

    
      	8.12  	
              Addresses.

            


    

     

    Each
      Participant or Eligible Employee shall be responsible for furnishing the
      Administrative Committee with his or her correct current address and the correct
      current name and address of his or her Beneficiary or
      Beneficiaries.

     

    
      	8.13  	
              Interpretation.

            


    

     

    Article
      and Section headings are for convenient reference only and shall not be deemed
      to be part of the substance of this instrument or in any way to enlarge or
      limit
      the content of any Article or Section.

     

    
      	8.14  	
              No
                Implied Rights or Obligations.

            


    

     

    The
      Company, in establishing and maintaining this Plan as a voluntary and unilateral
      undertaking, expressly disavows the creation of any rights in Employees,
      Eligible Employees, Participants, or Beneficiaries or any obligations on the
      part of the Company or a Participating Company, except as expressly provided
      herein.

     

    
      	8.15  	
              Participants
                Outside of the United States.

            


    

     

    The
      Administrative Committee may adopt additional Plan rules in any jurisdiction
      outside of the United States in which participation in the Plan may be subject
      to additional or modified terms as may be required or advised to comply with
      local securities, exchange control, or tax laws or regulations or similar
      factors which may apply to the Participant, the Company or any Participating
      Company with respect to the Plan, including but not limited, different rules
      governing (i) the amount of Compensation that may be deferred under Article
      III,
      (ii) the ability of a Participant to rescind or modify a deferral or
      distribution election, or (iii) the time and form in which a Participant may
      elect to receive a distribution.

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

     

    PARTICIPATING
      COMPANIES

     

    Name
      of Company                             Date
      of Participation

    


    To-Ricos,
      Inc.                                 January
      1, 2005

     

    Pilgrim’s
      Pride Corporation                  
January
      1, 2005

    of
      West
      Virginia, Inc.

     

    PFS
      Distribution
      Company                                               January
      1, 2005

     

    PPC
      Transportation
      Company                                                                              January
      1,
      2005

     

    Pilgrim’s
      Pride
      Affordable                                               January
      1, 2005

    Housing
      Corporation

     

    PPC
      Marketing
      Ltd.                                                                                             
 January
      1, 2005

    
      
        
        

      

      
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      SCHEDULE
        B

       

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