THE EXECUTIVE NONQUALIFIED EXCESS PLAN SM
                               PLAN DOCUMENT


























                                   c  2/2005  Executive Benefit Services, Inc.
                                   4140 ParkLake Avenue, Suite 500
                                   Raleigh, NC  27612

<PAGE>

                             TABLE OF CONTENTS

                 THE EXECUTIVE NONQUALIFIED EXCESS PLAN SM

                                                                      Page
                                                                      ----

Section 1.  Purpose:                                                    1

Section 2.  Definitions:                                                1
      2.1   "Active Participant"                                        1
      2.2   "Adoption Agreement"                                        2
      2.3   "Beneficiary"                                               2
      2.4   "Board"                                                     2
      2.5   "Change in Control"                                         2
      2.6   "Committee"                                                 3
      2.7   "Compensation"                                              3
      2.8   "Crediting Date"                                            3
      2.9   "Deferred Compensation Account"                             4
      2.10  "Disabled"                                                  4
      2.11  "Education Account"                                         4
      2.12  "Effective Date"                                            4
      2.13  "Employee"                                                  5
      2.14  "Employer"                                                  5
      2.15  "Employer Credits"                                          5
      2.16  "Independent Contractor"                                    5
      2.17  "In-Service Account"                                        5
      2.18  "Normal Retirement Age"                                     6
      2.19  "Participant                                                6
      2.20  "Participating Employer"                                    6
      2.21  "Performance-Based Compensation"                            6
      2.22  "Plan"                                                      6
      2.23  "Plan Administrator"                                        6
      2.24  "Plan-Approved Domestic Relations Order"                    6
      2.25  "Plan Year"                                                 8
      2.26  "Provider"                                                  8
      2.27  "Qualifying Distribution Event"                             8
      2.28  "Salary Deferral Agreement"                                 8
      2.29  "Salary Deferral Credits"                                   8
      2.30  "Service"                                                   9
      2.31  "Service Bonus"                                             9
      2.32  "Spouse" or "Surviving Spouse"                              9
      2.33  "Student"                                                   9
      2.34  "Trust"                                                     9
      2.35  "Trustee"                                                   9
      2.36  "Unforeseeable Emergency"                                   9
      2.37  "Years of Service"                                          9

                                     i
<PAGE>

Section 3.  Participation:                                             10

Section 4.  Credits to Deferred Compensation Account:                  10
      4.1   Salary Deferral Credits                                    10
      4.2   Employer Credits                                           11
      4.3   Deferred Compensation Account                              12

Section 5.  Qualifying Distribution Events:                            12
      5.1   Separation from Service                                    12
      5.2   Disability                                                 12
      5.3   Death                                                      12
      5.4   In-Service Distributions                                   12
      5.5   Education Withdrawals                                      13
      5.6   Unforeseeable Emergency                                    14

Section 6.  Qualifying Distribution Events Payment Options:            15
      6.1   Payment Options                                            15
      6.2   De Minimis Amounts                                         16
      6.3   Subsequent Elections                                       16
      6.4   Acceleration Prohibited                                    17

Section 7.  Vesting:                                                   17

Section 8.  Accounts; Deemed Investment; Adjustments to Account:       17
      8.1   Accounts                                                   17
      8.2   Deemed Investments                                         18
      8.3   Adjustments to Deferred Compensation Account               18

Section 9.  Administration by Committee:                               18
      9.1   Membership of Committee                                    18
      9.2   Committee Officers; Subcommittee                           19
      9.3   Committee Meetings                                         19
      9.4   Transaction of Business                                    19
      9.5   Committee Records                                          19
      9.6   Establishment of Rules                                     20
      9.7   Conflicts of Interest                                      20
      9.8   Correction of Errors                                       20
      9.9   Authority to Interpret Plan                                20
      9.10  Third Party Advisors                                       20
      9.11  Compensation of Members                                    21
      9.12  Expense Reimbursement                                      21
      9.13  Indemnification                                            21

                                     ii
<PAGE>

Section 10. Contractual Liability; Trust:                              21
      10.1  Contractual Liability                                      21
      10.2  Trust                                                      22

Section 11. Allocation of Responsibilities:                            22
      11.1  Board.                                                     22
      11.2  Committee.                                                 22
      11.3  Plan Administrator.                                        23

Section 12. Benefits Not Assignable; Facility of Payments:             23
      12.1  Benefits not Assignable                                    23
      12.2  Plan-Approved Domestic Relations Orders                    23
      12.3  Payments to Minors and Others                              24

Section 13. Beneficiary:                                               24

Section 14. Amendment and Termination of Plan:                         25
      14.1  Termination Upon Change in Control                         25
      14.2  Termination On or Before December 31, 2005                 26
      14.3  No Financial Triggers                                      26

Section 15. Communication to Participants:                             26

Section 16. Claims Procedure:                                          26
      16.1  Filing of a Claim for Benefits                             26
      16.2  Notification to Claimant of Decision                       26
      16.3  Procedure for Review                                       27
      16.4  Decision on Review                                         27
      16.5  Action by Authorized Representative of Claimant            28

Section 17. Miscellaneous Provisions:                                  28
      17.1  Set off                                                    28
      17.2  Notices                                                    28
      17.3  Lost Distributees                                          29
      17.4  Reliance on Data                                           29
      17.5  Receipt and Release for Payments                           29
      17.6  Headings                                                   29
      17.7  Continuation of Employment                                 30
      17.8  Merger or Consolidation; Assumption of Plan                30
      17.9  Construction                                               30

                                    iii
<PAGE>

                 THE EXECUTIVE NONQUALIFIED EXCESS PLAN SM

          Section 1.     Purpose:
          ----------     --------

          By  execution of the Adoption Agreement, the Employer has adopted

the  Plan  set forth herein to provide a means by which certain  management

Employees  and Independent Contractors of the Employer may elect  to  defer

receipt  of  current  Compensation from the Employer in  order  to  provide

retirement  and other benefits on behalf of such Employees and  Independent

Contractors  of  the Employer, as selected in the Adoption Agreement.   The

Plan  is  intended  to  be a nonqualified deferred compensation  plan  that

complies with the provisions of  Section 409A of the Internal Revenue  Code

(the  "Code").   The  Plan  is intended to be an unfunded  plan  maintained

primarily for the purpose of providing deferred compensation benefits for a

select   group   of  management  or  highly  compensated  employees   under

Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement  Income

Security Act of 1974 and independent contractors.

          Section 2.     Definitions:
          ----------     ------------

          As  used in the Plan, including this Section 2, references to one

gender  shall  include  the other and, unless otherwise  indicated  by  the

context:

          2.1  "Active Participant" means, with respect to any day or date,

a  Participant  who  is in Service on such day or date;  provided,  that  a

Participant  shall  cease to be an Active Participant  immediately  upon  a

determination  by the Committee that the Participant has ceased  to  be  an

Employee or Independent Contractor, or that the Participant no longer meets

the eligibility requirements of the Plan.


<PAGE>

          2.2  "Adoption Agreement" means the written agreement pursuant to

which  the Employer adopts the Plan.  The Adoption Agreement is a  part  of

the Plan as applied to the Employer.

          2.3   "Beneficiary" means the person, persons, entity or entities

designated or determined pursuant to the provisions of Section  13  of  the

Plan.

          2.4  "Board" means the Board of Directors of the Employer, if the

Employer  is a corporation.  If the Employer is not a corporation,  "Board"

shall mean the Employer.

          2.5   "Change  in Control" of a corporation shall  occur  on  the

earliest of the following events:

          2.5.1     Change in Ownership:  A change in ownership  of  a
     corporation occurs on the date that any one person, or more  than
     one  person acting as a group, acquires ownership of stock of the
     corporation  that,  together with stock held by  such  person  or
     group,  constitutes more than 50% of the total fair market  value
     or  total voting power of the stock of the corporation, excluding
     the  acquisition of additional stock by a person or more than one
     person  acting as a group who is considered to own more than  50%
     of the total fair market value or total voting power of the stock
     of the corporation.

          2.5.2       Change  in  Effective  Control:   A  change   in
     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 has acquired during  the  12-month
          period ending on the date of the most recent acquisition by
          such   person  or  persons)  ownership  of  stock  of   the
          corporation  possessing 35% or more  of  the  total  voting
          power of the stock of the corporation; or

               (ii)  A  majority  of  the members  of  the  board  of
          directors  of  the corporation is replaced during  any  12-
          month period by directors whose appointment or election  is
          not  endorsed by a majority of the members of the board  of
          directors prior to the date of the appointment or election;
          provided,  that this paragraph (ii) shall apply only  to  a
          corporation  for which no other corporation is  a  majority
          shareholder.

          2.5.3      Change  in  Ownership of Substantial  Assets:   A
     change   in  the  ownership  of  a  substantial  portion   of   a
     corporation's assets occurs on the date that any one  person,  or
     more than one person acting as a group, acquires (or has acquired
     during  the 12-month period ending on the date of the most recent

                                     2
<PAGE>

     acquisition   by  such  person  or  persons)  assets   from   the
     corporation that have a total gross fair market value equal to or
     more  than 40% of the total gross fair market value of the assets
     of  the  corporation  immediately prior to  such  acquisition  or
     acquisitions.   For this purpose, gross fair market  value  means
     the  value of the assets of the corporation, or the value of  the
     assets  being  disposed  of, determined  without  regard  to  any
     liabilities associated with such assets.

For  this  purpose, the Change in Control must relate to (i) a  corporation

that  is the Employer of the Participant; (ii) a corporation that is liable

for the payment of benefits under this Plan; (iii) a corporation that is  a

majority shareholder of the corporation described in (i) or (ii);  or  (iv)

any  corporation in a chain of corporations in which each corporation is  a

majority  shareholder of another corporation in the chain, ending with  the

corporation  described in (i) or (ii).  A Change in Control  shall  not  be

deemed  to  have  occurred until a majority of the  members  of  the  Board

receive written certification from the Committee that one of the events set

forth  in  this  Section  2.5 has occurred.  The  occurrence  of  an  event

described  in  this  Section 2.5 must be objectively  determinable  by  the

Committee  and, if made in good faith on the basis of information available

at  the  time,  such determination shall be conclusive and binding  on  the

Committee, the Employer, the Participants and their Beneficiaries  for  all

purposes of the Plan.

          2.6   "Committee"  means the person designated  in  the  Adoption

Agreement.  If the Committee designated in the Adoption Agreement is unable

to  serve, the Employer shall satisfy the duties of the Committee  provided

for in Section 9.

          2.7   "Compensation"  shall have the meaning  designated  in  the

Adoption Agreement.

          2.8   "Crediting Date" means the date designated in the  Adoption

Agreement  for crediting the amount of any Salary Deferral Credits  to  the

Deferred  Compensation Account of a Participant.  Employer Credits  may  be

credited to the Deferred Compensation Account of a Participant on  any  day

that securities are traded on a national securities exchange.

                                     3
<PAGE>

          2.9  "Deferred Compensation Account" means the account maintained

with respect to each Participant under the Plan.  The Deferred Compensation

Account  shall  be  credited  with Salary  Deferral  Credits  and  Employer

Credits,  credited or debited for deemed investment gains  or  losses,  and

adjusted for payments in accordance with the rules and elections in  effect

under  Section 8.  The Deferred Compensation Account of a Participant shall

include any In-Service Account or Education Account of the Participant,  if

applicable.

          2.10  "Disabled" means a Participant who is unable to  engage  in

any  substantial  gainful activity by reason of any medically  determinable

physical  or mental impairment which can be expected to result in death  or

can be expected to last for a continuous period of not less than 12 months,

or  is,  by  reason  of  any  medically  determinable  physical  or  mental

impairment  which can be expected to result in death or can be expected  to

last  for a continuous period of not less than 12 months, receiving  income

replacement  benefits for a period of not less than three months  under  an

accident and health plan covering Employees of the Employer.

          2.11 "Education Account" means a separate account to be kept  for

each  Participant  that  has  elected to take  education  distributions  as

described in Section 5.5.  The Education Account shall be adjusted  in  the

same manner and at the same time as the Deferred Compensation Account under

Section  8  and in accordance with the rules and elections in effect  under

Section 8.

          2.12  "Effective  Date"  shall be  the  date  designated  in  the

Adoption   Agreement  as  of  which  the  Plan  first  becomes   effective.

Notwithstanding  the foregoing, any amounts credited to the  account  of  a

Participant  pursuant to the terms of a predecessor plan  of  the  Employer

which are not earned and vested before January 1, 2005, shall be subject to

the terms of this Plan.

                                     4
<PAGE>

          2.13  "Employee"  means  an individual  in  the  Service  of  the

Employer if the relationship between the individual and the Employer is the

legal  relationship  of employer and employee and if the  individual  is  a

highly  compensated or management employee of the Employer.  An  individual

shall cease to be an Employee upon the Employee's termination of Service.

          2.14  "Employer"  means the Employer identified in  the  Adoption

Agreement,  and  any Participating Employer which adopts  this  Plan.   The

Employer  may be a corporation, a limited liability company, a  partnership

or  sole  proprietorship.   All references herein  to  the  Employer  shall

include  each  trade  or  business (whether or not  incorporated)  that  is

required  to  be  aggregated  with  the Employer  under  rules  similar  to

subsections (b) and (c) of Section 414 of the Code.

          2.15  "Employer  Credits"  means  the  amounts  credited  to  the

Participant's Deferred Compensation Account by the Employer pursuant to the

provisions of Section 4.2.

          2.16  "Independent Contractor" means an individual in the Service

of the Employer if the relationship between the individual and the Employer

is  not  the  legal relationship of employer and employee.   An  individual

shall  cease  to be an Independent Contractor upon the termination  of  the

Independent Contractor's Service.  An Independent Contractor shall  include

a director of the Employer who is not an Employee.

          2.17 "In-Service Account" means a separate account to be kept for

each  Participant  that  has  elected to take in-service  distributions  as

described in Section 5.4.  The In-Service Account shall be adjusted in  the

same manner and at the same time as the Deferred Compensation Account under

Section  8  and in accordance with the rules and elections in effect  under

Section 8.

                                     5
<PAGE>

          2.18  "Normal  Retirement  Age" of a Participant  means  the  age

designated in the Adoption Agreement.

          2.19  "Participant"  means  with respect  to  any  Plan  Year  an

Employee or Independent Contractor who has been designated by the Committee

as  a  Participant  and who has entered the Plan or  who  has   a  Deferred

Compensation Account under the Plan.

          2.20   "Participating  Employer"  means  any  trade  or  business

(whether  or not incorporated) which adopts this Plan with the  consent  of

the Employer identified in the Adoption Agreement.

          2.21  "Performance-Based  Compensation"  means  any  compensation

based  on  services performed over a period of at least  twelve  months  as

provided  in  regulations  and administrative  guidance  promulgated  under

Section 409A of the Code.

          2.22  "Plan"  means The Executive Nonqualified Excess  PlanT,  as

herein set out or as duly amended.  The name of the Plan as applied to  the

Employer shall be designated in the Adoption Agreement.

          2.23  "Plan  Administrator" means the person  designated  in  the

Adoption  Agreement.  If the Plan Administrator designated in the  Adoption

Agreement is unable to serve, the Employer shall be the Plan Administrator.

          2.24  "Plan-Approved Domestic Relations Order" shall mean a court

order  that is lawfully directed to this Plan and that is served  upon  the

Plan  Administrator before the Participant receives a distribution  of  his

benefit  that  pursuant  to  a  state domestic  relations  law  creates  or

recognizes the existence of the right of an alternate payee to receive  all

or a portion of a Participant's benefit and that meets all of the following

requirements.   An  order shall not be a Plan-Approved  Domestic  Relations

Order unless the Plan Administrator determines that the court order on  its

face  and  without  reference  to any other  document  states  all  of  the

following:

                                     6
<PAGE>

          (a)   The  court  order expressly states that it relates  to  the
provision  of  child  support, alimony, or marital  property  rights  to  a
spouse,  former spouse, or child of a Participant and is made  pursuant  to
State domestic relations law.

          (b)  The court order clearly and unambiguously specifies that  it
refers to this Plan.

          (c)  The court order clearly and unambiguously specifies the name
of the Participant's Employer.

          (d)   The  court  order  clearly specifies:   the  name,  mailing
address,  and  social  security number of the Participant;  and  the  name,
mailing address, and social security number of each alternate payee.

          (e)   The court order clearly specifies the amount or percentage,
or the manner in which the amount or percentage is to be determined, of the
Participant's benefit to be paid to or segregated for the separate  account
of the alternate payee.

          (f)   The court order expressly states that the alternate payee's
segregated account shall bear all fees and expenses as though the alternate
payee were a Participant.

          (g)   The court order clearly specifies that any distribution  to
the  alternate  payee becomes payable only after a Qualifying  Distribution
Event  of the Participant and only upon the alternate payee's written claim
made to the Administrator.

          (h)   The court order clearly specifies that any distribution  to
any alternate payee shall be payable only as a lump sum.

          (i)   The  court order expressly states that it does not  require
this  Plan  to  provide  any  type or form of benefit  or  any  option  not
otherwise provided under this Plan.

          (j)   The  court order expressly states that the order  does  not
require this Plan to provide increased benefits.

          (k)   The court order expressly states that any provision  of  it
that  would  have the effect of requiring any distribution to an  alternate
payee  of  deferred  compensation that is required to be  paid  to  another
person under any court order is void.

          (l)   The court order expressly states that nothing in the  order
shall  have  any  effect  concerning any party's tax  treatment,  and  that
nothing   in  the  order  shall  direct  any  person's  tax  reporting   or
withholding.

An  order  shall  not be a Plan-approved Domestics Relations  Order  if  it

includes any provision that does not relate to this Plan.  Without limiting

the comprehensive effect of the preceding sentence, an order shall not be a

Plan-Approved Domestic Relations Order if the order includes any  provision

                                     7
<PAGE>

relating to any pension plan, retirement plan, deferred compensation  plan,

health plan, welfare benefit plan, or employee benefit plan other than this

Plan.   An  order  shall  not be a Plan-Approved Domestic  Relations  Order

unless the order provides for only one alternate payee.  An order shall not

be  a  Plan-Approved  Domestic Relations Order if the  order  includes  any

provision   that  would  permit  the  alternate  payee  to  designate   any

Beneficiary for any purpose. However, an order does not fail to qualify  as

a  Plan-approved  Domestic Relations Order because  it  provides  that  any

rights not paid before the alternate payee's death shall be payable to  the

duly  appointed and then-currently serving personal representative  of  the

alternate  payee's  estate.  The Plan Administrator  may  assume  that  the

alternate  payee named by the court order is a proper payee  and  need  not

inquire into whether the person named is a spouse or former spouse or child

of the Participant.

          2.25 "Plan Year" means the twelve-month period ending on the last

day  of the month designated in the Adoption Agreement; provided, that  the

initial Plan Year may have fewer than twelve months.

          2.26 "Provider" means Executive Benefit Services, Inc.

          2.27  "Qualifying  Distribution Event" means (i)  the  separation

from  Service  of  the  Participant, (ii) the date the Participant  becomes

Disabled,  (iii) the death of the Participant, (iv) the time  specified  by

the  Participant  for an in-service or education distribution,  or  (v)  an

Unforeseeable Emergency, each to the extent provided in Section 5.

          2.28  "Salary  Deferral  Agreement"  means  a  written  agreement

entered  into  between  a  Participant and the  Employer  pursuant  to  the

provisions of Section 4.1

          2.29 "Salary Deferral Credits" means the amounts credited to  the

Participant's Deferred Compensation Account by the Employer pursuant to the

provisions of Section 4.1.

                                     8
<PAGE>

          2.30  "Service" means employment by the Employer as an  Employee.

If  the Participant is an Independent Contractor, "Service" shall mean  the

period  during  which  the  contractual  relationship  exists  between  the

Employer and the Participant.

          2.31 "Service Bonus" means any bonus paid to a Participant by the

Employer which is not Performance-Based Compensation.

          2.32  "Spouse" or "Surviving Spouse" means, except  as  otherwise

provided  in  the  Plan,  a  person who is the legally  married  spouse  or

surviving spouse of a Participant.

          2.33 "Student" means the individual designated by the Participant

in  the Salary Deferral Agreement with respect to whom the Participant will

create an Education Account.

          2.34 "Trust" means the trust fund established pursuant to Section

10.2, if designated by the Employer in the Adoption Agreement.

          2.35  "Trustee" means the trustee, if any, named in the agreement

establishing the Trust and such successor or additional trustee as  may  be

named pursuant to the terms of the agreement establishing the Trust.

          2.36  "Unforeseeable Emergency" means a severe financial hardship

to  the  Participant  resulting  from a sudden  or  unexpected  illness  or

accident  of  the  Participant, the Participant's Spouse or  dependent  (as

defined  in Section 152(a) of the Code), loss of the Participant's property

due   to   casualty,  or  other  similar  extraordinary  and  unforeseeable

circumstances  arising  as a result of events beyond  the  control  of  the

Participant.

          2.37 "Years of Service" means each Plan Year of Service completed

by  the  Participant.   For vesting purposes, Years  of  Service  shall  be

calculated from the date designated in the Adoption Agreement.

                                     9
<PAGE>

          Section 3.     Participation:
          ----------     --------------

          The Committee in its discretion shall designate each Employee  or

Independent  Contractor who is eligible to participate  in  the  Plan.   An

Employee  or  Independent  Contractor designated  by  the  Committee  as  a

Participant who has not otherwise entered the Plan shall enter the Plan and

become  a  Participant  as  of the date determined  by  the  Committee.   A

Participant  who  separates from Service with the Employer  and  who  later

returns to Service will not be an Active Participant under the Plan  except

upon  satisfaction  of  such terms and conditions as  the  Committee  shall

establish  upon  the Participant's return to Service, whether  or  not  the

Participant  shall  have a balance remaining in the  Deferred  Compensation

Account under the Plan on the date of the return to Service.

          Section 4.     Credits to Deferred Compensation Account:
          ----------     -----------------------------------------

          4.1   Salary  Deferral Credits.  To the extent  provided  in  the

Adoption Agreement, each Active Participant may elect, by entering  into  a

Salary  Deferral  Agreement with the Employer,  to  defer  the  receipt  of

Compensation  from the Employer by a dollar amount or percentage  specified

in  the  Salary Deferral Agreement.  The amount of the Participant's Salary

Deferral  Credit  shall  be  credited  by  the  Employer  to  the  Deferred

Compensation Account maintained for the Participant pursuant to Section  8.

The  following  special provisions shall apply with respect to  the  Salary

Deferral Credits of a Participant:

          4.1.1      The  Employer shall credit to  the  Participant's
     Deferred  Compensation Account on each Crediting Date  an  amount
     equal  to the total Salary Deferral Credit for the period  ending
     on such Crediting Date.

          4.1.2     An election pursuant to Section 4.1 shall be  made
     by  the Participant by executing and delivering a Salary Deferral
     Agreement to the Committee.  The Salary Deferral Agreement  shall
     become effective with respect to such Participant as of the first
     day  of January following the date such Salary Deferral Agreement
     is  received by the Committee; provided, that in the case of  the
     first   year  in  which  the  Participant  becomes  eligible   to
     participate in the Plan, the Participant may execute and  deliver

                                     10
<PAGE>

     a Salary Deferral Agreement to the Committee within 30 days after
     the  date the Participant enters the Plan to be effective  as  of
     the  first  payroll  period next following the  date  the  Salary
     Deferral Agreement is received by the Committee.  A Participant's
     election shall continue in effect, unless earlier modified by the
     Participant, until the Participant separates from Service, or, if
     earlier, until the Participant ceases to be an Active Participant
     under the Plan.

          4.1.3      A  Participant may unilaterally modify  a  Salary
     Deferral Agreement (either to terminate, increase or decrease the
     portion  of  his future Compensation which is subject  to  salary
     deferral within the percentage limits set forth in Section 4.1 of
     the  Adoption  Agreement) by providing a written modification  of
     the  Salary Deferral Agreement to the Employer.  The modification
     shall  become effective as of the first day of January  following
     the  date such written modification is received by the Committee.
     Notwithstanding  the foregoing, at any time during  the  calendar
     year   2005,  a  Participant  may  terminate  a  Salary  Deferral
     Agreement,  or modify a Salary Deferral Agreement to  reduce  the
     amount of Compensation subject to the deferral election, so  long
     as  the Compensation subject to the terminated or modified Salary
     Deferral Agreement is includible in the income of the Participant
     in  calendar year 2005 or, if later, in the taxable year in which
     the amounts are earned and vested.

          4.1.4     Notwithstanding Sections 4.1.2 and 4.1.3, a Salary
     Deferral  Agreement relating to the deferral of Performance-Based
     Compensation  must be executed and delivered to the Committee  no
     later  than  the date which is 6 months prior to the end  of  the
     performance period, and may not be modified after such date.

          4.1.5      The  Committee may from time  to  time  establish
     policies  or  rules consistent with the requirements  of  Section
     409A  of  the Code to govern the manner in which Salary  Deferral
     Credits may be made.

          4.1.6     The requirements of Section 4.1.2 relating to  the
     timing  of the Salary Deferral Agreement shall not apply  to  any
     deferral  elections  made on or before March 15,  2005,  provided
     that  (a) the amounts to which the deferral election relate  have
     not  been paid or become payable at the time of the election, (b)
     the Plan was in existence on or before December 31, 2004, (c) the
     election  to  defer compensation is made in accordance  with  the
     terms of the Plan as in effect on December 31, 2005 (other than a
     requirement  to make a deferral election after March  15,  2005),
     (d)  the  Plan  is  otherwise operated  in  accordance  with  the
     requirements  of Section 409A of the Code, and (e)  the  Plan  is
     amended to comply with Section 409A in accordance with Q&A 19  of
     Notice 2005-1.

          4.2   Employer  Credits.  If designated by the  Employer  in  the

Adoption Agreement, the Employer shall cause the Committee to credit to the

                                     11
<PAGE>

Deferred Compensation Account of each Active Participant an Employer Credit

as determined in accordance with the Adoption Agreement.

          4.3   Deferred Compensation Account.  All Salary Deferral Credits

and Employer Credits shall be credited to the Deferred Compensation Account

of the Participant.

          Section 5.     Qualifying Distribution Events:
          ----------     -------------------------------

          5.1   Separation from Service.  If the Participant separates from

Service  with the Employer, the vested balance in the Deferred Compensation

Account  shall  be paid to the Participant by the Employer as  provided  in

Section  6.  Notwithstanding the foregoing, no distribution shall  be  made

earlier  than six months after the date of separation from Service (or,  if

earlier,  the  date of death) with respect to a Participant who  is  a  key

employee  (as  defined  in Section 416(i) of the  Code  without  regard  to

paragraph (5) thereof) of a corporation the stock in which is traded on  an

established securities market or otherwise.

          5.2   Disability.  If the Participant becomes Disabled  while  in

Service,  the vested balance in the Deferred Compensation Account shall  be

paid to the Participant by the Employer as provided in Section 6.

          5.3   Death.   If  the  Participant dies while  in  Service,  the

Employer shall pay a benefit to the Participant's Beneficiary in the amount

designated  in  the Adoption Agreement.  Payment of such benefit  shall  be

made  by  the  Employer as provided in Section 6.  If  a  Participant  dies

following  his  separation  from Service for any  reason,  and  before  all

payments  under the Plan have been made, the vested balance in the Deferred

Compensation  Account  shall be paid by the Employer to  the  Participant's

Beneficiary pursuant to Section 6.

          5.4  In-Service Distributions.  If the Employer designates in the

Adoption  Agreement that in-service distributions are permitted  under  the

Plan, a Participant may designate in the Salary Deferral Agreement to  have

a specified amount credited to the Participant's In-Service Account for in-

                                     12
<PAGE>

service distributions at the later of the date specified by the Participant

or  as  specified in the Adoption Agreement.  In no event may an in-service

distribution be made prior to two years following the establishment of  the

In-Service  Account  of  the  Participant.  If the  Participant  elects  to

receive  in-service  distributions  in  annual  installment  payments,  the

payment of each annual installment shall be made on the anniversary of  the

date  of  the  first  installment payment, and the  amount  of  the  annual

installment shall be adjusted on such anniversary for credits or debits  to

the  Participant's  account  pursuant to  Section  8  of  the  Plan.   Such

adjustment shall be made by dividing the balance in the In-Service  Account

on  such  date by the number of annual installments remaining  to  be  paid

hereunder;  provided that the last annual installment due  under  the  Plan

shall be the entire amount credited to the Participant's In-Service Account

on  the  date  of payment.  Notwithstanding the foregoing, if a Participant

incurs  a  Qualifying Distribution Event prior to the  date  on  which  the

entire  balance  in the In-Service Account has been distributed,  then  the

balance   in   the  In-Service  Account  on  the  date  of  the  Qualifying

Distribution  Event  shall be distributed to the Participant  in  the  same

manner  and  at  the same time as the balance in the Deferred  Compensation

Account is distributed under Section 6 and in accordance with the rules and

elections in effect under Section 6.

          5.5   Education Withdrawals.  If the Employer designates  in  the

Adoption  Agreement  that education distributions are permitted  under  the

Plan, a Participant may designate in the Salary Deferral Agreement to  have

a  specified  amount  credited to the Participant's Education  Account  for

education  distributions  at  the  later  of  the  date  specified  by  the

Participant  or  the  date  specified in the Adoption  Agreement.   If  the

Participant designates more than one Student, the Education Account will be

divided  into  a  separate  Education Account for  each  Student,  and  the

Participant  may designate in the Salary Deferral Agreement the  percentage

or  dollar amount to be credited to each Education Account.  In the absence

                                     13
<PAGE>

of  a clear designation, all credits made to the Education Account shall be

equally allocated to each Education Account.  The Employer shall pay to the

Participant  the  balance  in the Education Account  with  respect  to  the

Student at the time and in the manner designated by the Participant in  the

Salary  Deferral Agreement. If the Participant elects to receive  education

distributions  in annual installment payments, the payment of  each  annual

installment  shall  be made on the anniversary of the  date  of  the  first

installment  payment,  and the amount of the annual  installment  shall  be

adjusted  on  such  anniversary for credits or debits to the  Participant's

Education Account pursuant to Section 8 of the Plan.  Such adjustment shall

be  made  by dividing the balance in the Education Account on such date  by

the  number of annual installments remaining to be paid hereunder; provided

that  the  last annual installment due under the Plan shall be  the  entire

amount  credited  to the Participant's Education Account  on  the  date  of

payment.   Notwithstanding  the foregoing,  if  the  Participant  incurs  a

Qualifying Distribution Event prior to the date on which the entire balance

of  the  Education Account has been distributed, then the  balance  in  the

Education Account on the date of the Qualifying Distribution Event shall be

distributed to the Participant in the same manner and at the same  time  as

the  Deferred Compensation Account is distributed under Section  6  and  in

accordance with the rules and elections in effect under Section 6.

          5.6   Unforeseeable Emergency.  A distribution from the  Deferred

Compensation  Account  may be made to a Participant  in  the  event  of  an

Unforeseeable Emergency, subject to the following provisions:

          5.6.1      A  Participant  may, at any  time  prior  to  his
     separation from Service for any reason, make application  to  the
     Committee  to receive a distribution in a lump sum of  all  or  a
     portion  of  the  vested  balance in  the  Deferred  Compensation
     Account  (determined as of the date the distribution, if any,  is
     made   under  this  Section  5.6)  because  of  an  Unforeseeable
     Emergency.  A distribution because of an Unforeseeable  Emergency
     shall not exceed the amount required to satisfy the Unforeseeable
     Emergency   plus  amounts  necessary  to  pay  taxes   reasonably
     anticipated  as a result of such distribution, after taking  into
     account  the extent to which the Unforeseeable Emergency  may  be
     relieved  through reimbursement or compensation by  insurance  or

                                     14
<PAGE>

     otherwise or by liquidation of the Participant's assets  (to  the
     extent  the  liquidation of such assets would  not  itself  cause
     severe financial hardship).

          5.6.2      The  Participant's request for a distribution  on
     account of Unforeseeable Emergency must be made in writing to the
     Committee.  The request must specify the nature of the  financial
     hardship, the total amount requested to be distributed  from  the
     Deferred Compensation Account, and the total amount of the actual
     expense   incurred  or  to  be  incurred  on   account   of   the
     Unforeseeable Emergency.

          5.6.3      If  a  distribution under  this  Section  5.6  is
     approved by the Committee, such distribution will be made as soon
     as practicable following the date it is approved.  The processing
     of the request shall be completed as soon as practicable from the
     date  on  which  the  Committee receives the  properly  completed
     written request for a distribution on account of an Unforeseeable
     Emergency.   A distribution due to Unforeseeable Emergency  shall
     not   affect  any  deferral  election  previously  made  by   the
     Participant.   If a Participant's separation from Service  occurs
     after  a  request  is approved in accordance  with  this  Section
     5.6.3, but prior to distribution of the full amount approved, the
     approval of the request shall be automatically null and void  and
     the  benefits which the Participant is entitled to receive  under
     the  Plan  shall be distributed in accordance with the applicable
     distribution provisions of the Plan.

          5.6.4       The  Committee  may  from  time  to  time  adopt
     additional policies or rules consistent with the requirements  of
     Section  409A  of  the Code to govern the manner  in  which  such
     distributions  may be made so that the Plan may  be  conveniently
     administered.

          Section 6.     Qualifying Distribution Events Payment Options:
          ----------     -----------------------------------------------

          6.1   Payment  Options.   The Employer  shall  designate  in  the

Adoption  Agreement  the  payment options  which  may  be  elected  by  the

Participant.  The Participant shall elect in the Salary Deferral  Agreement

the  method  under  which the vested balance in the  Deferred  Compensation

Account  will  be  distributed from among the designated  payment  options.

Payment  shall be made in the manner elected by the Participant  and  shall

commence  as  soon  as  practicable following the  Qualifying  Distribution

Event.   The Participant may elect a different method of payment  for  each

Qualifying  Distribution Event as specified in the Adoption Agreement.   If

the  Participant elects the installment payment option, the payment of each

                                     15
<PAGE>

annual  installment shall be made on the anniversary of  the  date  of  the

first  installment payment, and the amount of the annual installment  shall

be  adjusted on such anniversary for credits or debits to the Participant's

account  pursuant to Section 8 of the Plan.  Such adjustment shall be  made

by  dividing the balance in the Deferred Compensation Account on such  date

by  the  number  of  annual installments remaining to  be  paid  hereunder;

provided that the last annual installment due under the Plan shall  be  the

entire amount credited to the Participant's account on the date of payment.

In  the event the Participant fails to make a valid election of the payment

method, the distribution will be made in a single lump sum payment upon the

Qualifying Distribution Event.  Notwithstanding the provisions of  Sections

6.3  or 6.4 of the Plan, a Participant may elect on or before  December 31,

2005,  the method of payment of amounts deferred prior to the date of  such

election.

          6.2   De  Minimis Amounts.  Notwithstanding any payment  election

made  by  the  Participant, the vested balance in the Deferred Compensation

Account of the Participant will be distributed in a single lump sum payment

if  the  payment  accompanies the termination of the  Participant's  entire

interest  in  the  Plan  and the amount of such  payment  does  not  exceed

$10,000.  Such payment shall be made on or before the later of (i) December

31  of  the  calendar year in which the Participant separates from  Service

from  the  Employer,  or  (ii) the date that  is  2-1/2  months  after  the

Participant separates from Service from the Employer.

          6.3  Subsequent Elections.  With the consent of the Committee,  a

Participant  may  delay  or change the method of payment  of  the  Deferred

Compensation Account subject to the following requirements:

          6.3.1      The  new  election may not take effect  until  at
     least 12 months after the date on which the new election is made.

          6.3.2      If  the new election relates to a payment  for  a
     Qualifying  Distribution  Event  other  than  the  death  of  the

                                     16
<PAGE>

     Participant,   the   Participant   becoming   Disabled,   or   an
     Unforeseeable  Emergency, the new election must provide  for  the
     deferral of the first payment for a period of at least five years
     from the date such payment would otherwise have been made.

          6.3.3     If the new election relates to a payment from  the
     In-Service Account or Education Account, the new election must be
     made  at least 12 months prior to the date of the first scheduled
     payment from such account.

          6.4   Acceleration Prohibited.  The acceleration of the  time  or

schedule of any payment due under the Plan is prohibited except as provided

in  regulations and administrative guidance promulgated under Section  409A

of  the Code.  It is not an acceleration of the time or schedule of payment

if  the  Employer waives or accelerates the vesting requirements applicable

to a benefit under the Plan.

          Section 7.     Vesting:
          ----------     --------

          A  Participant  shall  be fully vested  in  the  portion  of  his

Deferred Compensation Account attributable to Salary Deferral Credits,  and

all  income,  gains  and losses attributable thereto.  A Participant  shall

become  fully  vested  in the portion of his Deferred Compensation  Account

attributable to Employer Credits, and income, gains and losses attributable

thereto,  in accordance with the vesting schedule and provisions designated

by  the  Employer  in the Adoption Agreement.  If a Participant's  Deferred

Compensation Account is not fully vested upon  separation from Service, the

portion of the Deferred Compensation Account that is not fully vested shall

thereupon be forfeited.

          Section  8.    Accounts; Deemed Investment; Adjustments to Account:
          ----------     ----------------------------------------------------

          8.1   Accounts.   The Committee shall establish  a  book  reserve

account,  entitled the "Deferred Compensation Account," on behalf  of  each

Participant.  The Committee shall also establish an In-Service Account  and

Education  Account as a part of the Deferred Compensation Account  of  each

Participant,   if  applicable.   The  amount  credited  to   the   Deferred

Compensation  Account  shall  be adjusted pursuant  to  the  provisions  of

Section 8.3.

                                     17
<PAGE>

          8.2  Deemed Investments.  The Deferred Compensation Account of  a

Participant  shall be credited with an investment return determined  as  if

the account were invested in one or more investment funds made available by

the  Committee.  The Participant shall elect the investment funds in  which

his  Deferred  Compensation Account shall be deemed to be  invested.   Such

election shall be made in the manner prescribed by the Committee and  shall

take effect upon the entry of the Participant into the Plan. The investment

election of the Participant shall remain in effect until a new election  is

made by the Participant.  In the event the Participant fails for any reason

to  make  an effective election of the investment return to be credited  to

his account, the investment return shall be determined by the Committee.

          8.3   Adjustments to Deferred Compensation Account.  With respect

to each Participant who has a Deferred Compensation Account under the Plan,

the  amount  credited to such account shall be adjusted  by  the  following

debits and credits, at the times and in the order stated:

          8.3.1     The Deferred Compensation Account shall be debited
     each business day with the total amount of any payments made from
     such account since the last preceding business day to him or  for
     his benefit.

          8.3.2       The  Deferred  Compensation  Account  shall   be
     credited  on  each Crediting Date with the total  amount  of  any
     Salary  Deferral  Credits and Employer  Credits to  such  account
     since the last preceding Crediting Date.

          8.3.3       The  Deferred  Compensation  Account  shall   be
     credited  or  debited  on each day securities  are  traded  on  a
     national stock exchange with the amount of deemed investment gain
     or  loss  resulting from the performance of the investment  funds
     elected  by the Participant in accordance with Section 8.2.   The
     amount of such deemed investment gain or loss shall be determined
     by  the  Committee  and such determination  shall  be  final  and
     conclusive upon all concerned.

          Section 9.     Administration by Committee:
          ----------     ----------------------------

          9.1   Membership  of  Committee.   If  elected  in  the  Adoption

Agreement,  the  Committee shall consist of at least three individuals  who

shall be appointed by the Board to serve at the pleasure of the Board.  Any

                                     18
<PAGE>

member  of  the Committee may resign, and his successor, if any,  shall  be

appointed by the Board.  The Committee shall be responsible for the general

administration  and  interpretation of the Plan and for  carrying  out  its

provisions,  except  to  the  extent all or any  of  such  obligations  are

specifically imposed on the Board.

          9.2   Committee  Officers;  Subcommittee.   The  members  of  the

Committee  may elect Chairman and may elect an acting Chairman.   They  may

also  elect a Secretary and may elect an acting Secretary, either  of  whom

may  be  but  need  not be a member of the Committee.   The  Committee  may

appoint  from  its membership such subcommittees with such  powers  as  the

Committee shall determine, and may authorize one or more of its members  or

any  agent to execute or deliver any instruments or to make any payment  on

behalf of the Committee.

          9.3   Committee Meetings.  The Committee shall hold such meetings

upon  such notice, at such places and at such intervals as it may from time

to  time determine.  Notice of meetings shall not be required if notice  is

waived  in  writing  by all the members of the Committee  at  the  time  in

office, or if all such members are present at the meeting.

          9.4   Transaction of Business.  A majority of the members of  the

Committee  at  the  time  in  office shall  constitute  a  quorum  for  the

transaction  of business.  All resolutions or other actions  taken  by  the

Committee at any meeting shall be by vote of a majority of those present at

any such meeting and entitled to vote.  Resolutions may be adopted or other

action  taken without a meeting upon written consent thereto signed by  all

of the members of the Committee.

          9.5   Committee Records.  The Committee shall maintain  full  and

complete  records of its deliberations and decisions.  The minutes  of  its

proceedings shall be conclusive proof of the facts of the operation of  the

Plan.

                                     19
<PAGE>

          9.6   Establishment of Rules.  Subject to the limitations of  the

Plan,  the  Committee may from time to time establish rules or by-laws  for

the administration of the Plan and the transaction of its business.

          9.7    Conflicts  of  Interest.   No  individual  member  of  the

Committee  shall have any right to vote or decide upon any matter  relating

solely  to  himself  or  to any of his rights or benefits  under  the  Plan

(except  that such member may sign unanimous written consent to resolutions

adopted  or other action taken without a meeting), except relating  to  the

terms of his Salary Deferral Agreement.

          9.8  Correction of Errors.  The Committee may correct errors and,

so  far  as  practicable,  may  adjust any benefit  or  credit  or  payment

accordingly.   The  Committee  may  in  its  discretion  waive  any  notice

requirements in the Plan; provided, that a waiver of notice in one or  more

cases  shall  not be deemed to constitute a waiver of notice in  any  other

case.   With  respect  to any power or authority which  the  Committee  has

discretion  to exercise under the Plan, such discretion shall be  exercised

in a nondiscriminatory manner.

          9.9    Authority  to  Interpret  Plan.   Subject  to  the  claims

procedure  set forth in Section 16 the Plan Administrator and the Committee

shall  have the duty and discretionary authority to interpret and  construe

the  provisions  of  the  Plan and to decide any dispute  which  may  arise

regarding the rights of Participants hereunder, including the discretionary

authority to construe the Plan and to make determinations as to eligibility

and  benefits under the Plan.  Determinations by the Plan Administrator and

the  Committee shall apply uniformly to all persons similarly situated  and

shall be binding and conclusive upon all interested persons.

          9.10 Third Party Advisors.  The Committee may engage an attorney,

accountant, actuary or any other technical advisor on matters regarding the

operation of the Plan and to perform such other duties as shall be required

in connection therewith, and may employ such clerical and related personnel

                                     20
<PAGE>

as  the  Committee  shall deem requisite or desirable in carrying  out  the

provisions of the Plan.  The Committee shall from time to time, but no less

frequently  than annually, review the financial condition of the  Plan  and

determine  the  financial and liquidity needs of the Plan.   The  Committee

shall  communicate such needs to the Employer so that its policies  may  be

appropriately coordinated to meet such needs.

          9.11  Compensation of Members.  No fee or compensation  shall  be

paid to any member of the Committee for his Service as such.

          9.12  Expense Reimbursement.  The Committee shall be entitled  to

reimbursement  by  the  Employer for its reasonable expenses  properly  and

actually incurred in the performance of its duties in the administration of

the Plan.

          9.13  Indemnification.   No  member of  the  Committee  shall  be

personally liable by reason of any contract or other instrument executed by

him  or  on his behalf as a member of the Committee nor for any mistake  of

judgment  made  in  good faith, and the Employer shall indemnify  and  hold

harmless,  directly  from its own assets (including  the  proceeds  of  any

insurance  policy the premiums for which are paid from the  Employer's  own

assets), each member of the Committee and each other officer, employee,  or

director  of  the  Employer  to whom any duty  or  power  relating  to  the

administration or interpretation of the Plan may be delegated or allocated,

against  any unreimbursed or uninsured cost or expense (including  any  sum

paid in settlement of a claim with the prior written approval of the Board)

arising  out  of  any act or omission to act in connection  with  the  Plan

unless  arising  out  of  such  person's  own  fraud,  bad  faith,  willful

misconduct or gross negligence.

          Section 10.    Contractual Liability; Trust:
          -----------    -----------------------------

          10.1  Contractual Liability.  The obligation of the  Employer  to

make  payments  hereunder shall constitute a contractual liability  of  the

Employer to the Participant.  Such payments shall be made from the  general

                                     21
<PAGE>

funds  of the Employer, and the Employer shall not be required to establish

or  maintain any special or separate fund, or otherwise to segregate assets

to  assure that such payments shall be made, and the Participant shall  not

have any interest in any particular assets of the Employer by reason of its

obligations hereunder.  To the extent that any person acquires a  right  to

receive payment from the Employer, such right shall be no greater than  the

right of an unsecured creditor of the Employer.

          10.2  Trust.   If  so designated in the Adoption  Agreement,  the

Employer may establish a Trust with the Trustee, pursuant to such terms and

conditions as are set forth in the Trust Agreement.  The Trust, if and when

established, is intended to be treated as a grantor trust for  purposes  of

the  Code  and all assets of the Trust shall be held in the United  States.

The  establishment  of the Trust is not intended to cause  Participants  to

realize current income on amounts contributed thereto, and the Trust  shall

be so interpreted and administered.

          Section 11.    Allocation of Responsibilities:
          -----------    -------------------------------

          The   persons  responsible  for  the  Plan  and  the  duties  and

responsibilities allocated to each are as follows:

          11.1 Board.

               (i)   To amend the Plan;

               (ii)  To appoint and remove members of the Committee; and

               (iii) To terminate the Plan as permitted in Section 14.

          11.2 Committee.

               (i)   To designate Participants;

               (ii)  To  interpret  the  provisions  of  the  Plan  and  to
          determine  the rights of the Participants under the Plan,  except
          to the extent otherwise provided in Section 16 relating to claims
          procedure;

                                     22
<PAGE>

               (iii) To  administer  the Plan in accordance with its terms,
          except   to  the  extent  powers  to  administer   the  Plan  are
          specifically delegated to another person or persons  as  provided
          in the Plan;

               (iv)  To  account  for the amount credited to  the  Deferred
          Compensation Account of a Participant; and

               (v)   To direct the Employer in the payment of benefits.

          11.3 Plan Administrator.

               (i)  To file such reports as may be required with the United
          States Department of Labor, the Internal Revenue Service and  any
          other  government agency to which reports may be required  to  be
          submitted from time to time; and

               (ii)  To  administer  the  claims procedure  to  the  extent
          provided in Section 16.

          Section 12.    Benefits Not Assignable; Facility of Payments:
          -----------    ----------------------------------------------

          12.1 Benefits not Assignable.  No portion of any benefit credited

or  paid under the Plan with respect to any Participant shall be subject in

any manner to anticipation, alienation, sale, transfer, assignment, pledge,

encumbrance  or  charge, and any attempt so to anticipate, alienate,  sell,

transfer,  assign, pledge, encumber or charge the same shall be  void,  nor

shall any portion of such benefit be in any manner payable to any assignee,

receiver  or  any  one  trustee, or be liable  for  his  debts,  contracts,

liabilities, engagements or torts.  Notwithstanding the foregoing,  in  the

event  that  all  or  any  portion  of the  benefit  of  a  Participant  is

transferred to the former spouse of the Participant incident to a  divorce,

the  Committee  shall maintain such amount for the benefit  of  the  former

spouse  until distributed in the manner required by an order of  any  court

having  jurisdiction  over  the divorce, and the  former  spouse  shall  be

entitled  to  the  same  rights as the Participant  with  respect  to  such

benefit.

          12.2   Plan-Approved  Domestic  Relations   Orders.    The   Plan

Administrator shall establish written procedures for determining whether an

order directed to the Plan is a Plan-Approved Domestic Relations Order.

                                     23
<PAGE>

          12.2.1      Review   by   Plan  Administrator:    The   Plan
     Administrator  shall  make a determination on  each  final  court
     order  directed to the Plan as to whether the order  is  a  Plan-
     Approved  Domestic  Relations Order.  The Plan Administrator  may
     delay  the  commencement of its consideration of any order  until
     the later of the date that is 30 days after the date of the order
     or  the  date that the Plan Administrator is satisfied  that  all
     rehearing  and  appeal  rights with respect  to  the  order  have
     expired.

          12.2.2      Payment  to  Alternate  Payee:   If   the   Plan
     Administrator   determines  that  an  order  is  a  Plan-approved
     Domestic Relations Order, the Plan Administrator shall cause  the
     payment of amounts pursuant to or segregate a separate account as
     provided  by  (and to prevent any payment or act which  might  be
     inconsistent with) the Plan-Approved Domestic Relations Order.

          12.2.3    Expenses:  The Employer and the Plan Administrator
     shall not be obligated to incur any cost to defend against or set
     aside  any  judgment, decree, or order relating to the  division,
     attachment,  garnishment,  or  execution  of  or  levy  upon  the
     Participant's  account or any distribution,  including  (but  not
     limited  to)  any  domestic relations proceeding. Notwithstanding
     the  foregoing,  if any such person is joined in any  proceeding,
     the  party  may  take  such action as it considers  necessary  or
     appropriate to protect any and all of its legal rights,  and  the
     Participant (or Beneficiary) shall reimburse all actual  fees  of
     lawyers and legal assistants and expenses reasonably incurred  by
     such party.

          12.3  Payments to Minors and Others.  If any individual  entitled

to  receive  a  payment  under the Plan shall be  physically,  mentally  or

legally  incapable of receiving or acknowledging receipt of  such  payment,

the  Committee, upon the receipt of satisfactory evidence of his incapacity

and satisfactory evidence that another person or institution is maintaining

him and that no guardian or committee has been appointed for him, may cause

any  payment  otherwise  payable to him  to  be  made  to  such  person  or

institution  so  maintaining him.  Payment to such  person  or  institution

shall  be  in full satisfaction of all claims by or through the Participant

to the extent of the amount thereof.

          Section 13.    Beneficiary:
          -----------    ------------

          The  Participant's  Beneficiary shall be the  person  or  persons

designated by the Participant on the Beneficiary designation form  provided

by  and filed with the Committee or its designee.  If the Participant  does

not designate a Beneficiary, the Beneficiary shall be his Surviving Spouse.

                                     24
<PAGE>

If  the  Participant does not designate a Beneficiary and has no  Surviving

Spouse, the Beneficiary shall be the Participant's estate.  The designation

of a Beneficiary may be changed or revoked only by filing a new Beneficiary

designation form with the Committee or its designee.  If a Beneficiary (the

"primary  Beneficiary")  is receiving or is entitled  to  receive  payments

under  the Plan and dies before receiving all of the payments due him,  the

balance   to  which  he  is  entitled  shall  be  paid  to  the  contingent

Beneficiary,  if  any,  named  in  the  Participant's  current  Beneficiary

designation form.  If there is no contingent Beneficiary, the balance shall

be  paid  to  the  estate of the primary Beneficiary.  Any Beneficiary  may

disclaim all or any part of any benefit to which such Beneficiary shall  be

entitled hereunder by filing a written disclaimer with the Committee before

payment of such benefit is to be made.  Such a disclaimer shall be made  in

a  form  satisfactory to the Committee and shall be irrevocable when filed.

Any benefit disclaimed shall be payable from the Plan in the same manner as

if   the   Beneficiary  who  filed  the  disclaimer  had  predeceased   the

Participant.

          Section 14.    Amendment and Termination of Plan:
          -----------    ----------------------------------

          The  Board  may amend any provision of the Plan or terminate  the

Plan  at  any  time;  provided, that in no event shall  such  amendment  or

termination  reduce the balance in any Participant's Deferred  Compensation

Account as of the date of such amendment or termination, nor shall any such

amendment  affect  the terms of the Plan relating to the  payment  of  such

Deferred   Compensation  Account.   Notwithstanding  the   foregoing,   the

following special provisions shall apply:

          14.1  Termination  Upon  Change  in  Control.   If  the  Employer

terminates  the  Plan  within twelve months of a  Change  in  Control,  the

Deferred Compensation Account of each Participant shall become fully vested

and payable to the Participant in a lump sum.

                                     25
<PAGE>

          14.2  Termination On or Before December 31, 2005.   The  Employer

may  terminate the Plan on or before December 31, 2005, and distribute  the

vested balance in the Deferred Compensation Account to each Participant  so

long  as all amounts deferred under the Plan are included in the income  of

the Participant in the taxable year in which the termination occurs.

          14.3  No Financial Triggers.  The Employer may not terminate  the

Plan and make distributions to a Participant due solely to a change in  the

financial health of the Employer.

          Section 15.    Communication to Participants:
          -----------    ------------------------------

          The  Employer  shall  make  a  copy of  the  Plan  available  for

inspection by Participants and their beneficiaries during reasonable  hours

at the principal office of the Employer.

          Section 16.    Claims Procedure:
          -----------    -----------------

          The  following claims procedure shall apply with respect  to  the

Plan:

          16.1  Filing  of  a  Claim for Benefits.   If  a  Participant  or

Beneficiary (the "claimant") believes that he is entitled to benefits under

the Plan which are not being paid to him or which are not being accrued for

his  benefit,  he  shall  file  a  written claim  therefor  with  the  Plan

Administrator.  In the event the Plan Administrator shall be the  claimant,

all  actions  which  are  required to be taken by  the  Plan  Administrator

pursuant to this Section 16 shall be taken instead by another member of the

Committee designated by the Committee.

          16.2  Notification to Claimant of Decision.  Within 90 days after

receipt of a claim by the Plan Administrator (or within 180 days if special

circumstances  require an extension of time), the Plan Administrator  shall

notify the claimant of the decision with regard to the claim.  In the event

of  such special circumstances requiring an extension of time, there  shall

be  furnished  to  the claimant prior to expiration of the  initial  90-day

                                     26
<PAGE>

period  written notice of the extension, which notice shall set  forth  the

special  circumstances  and  the  date  by  which  the  decision  shall  be

furnished.   If  such  claim  shall be wholly or partially  denied,  notice

thereof  shall  be  in  writing and worded in a  manner  calculated  to  be

understood  by the claimant, and shall set forth:  (i) the specific  reason

or  reasons for the denial; (ii) specific reference to pertinent provisions

of  the  Plan  on  which the denial is based; (iii) a  description  of  any

additional  material or information necessary for the claimant  to  perfect

the  claim  and  an  explanation of why such  material  or  information  is

necessary;  and  (iv) an explanation of the procedure  for  review  of  the

denial  and  the  time  limits applicable to such procedures,  including  a

statement  of  the  claimant's right to bring a civil  action  under  ERISA

following an adverse benefit determination on review.  Notwithstanding  the

forgoing, if the claim relates to a Participant who is Disabled,  the  Plan

Administrator  shall  notify the claimant of the decision  within  45  days

(which  may  be extended for an additional 30 days if required  by  special

circumstances).

          16.3  Procedure for Review.  Within 60 days following receipt  by

the  claimant of notice denying his claim, in whole or in part, or, if such

notice  shall  not be given, within 60 days following the  latest  date  on

which  such notice could have been timely given, the claimant shall  appeal

denial  of  the claim by filing a written application for review  with  the

Committee.   Following such request for review, the Committee  shall  fully

and fairly review the decision denying the claim.  Prior to the decision of

the  Committee,  the  claimant  shall be given  an  opportunity  to  review

pertinent documents and to submit issues and comments in writing.

          16.4  Decision  on  Review.  The decision on review  of  a  claim

denied  in whole or in part by the Plan Administrator shall be made in  the

following manner:

          16.4.1     Within 60 days following receipt by the Committee
     of  the  request  for  review  (or within  120  days  if  special
     circumstances require an extension of time), the Committee  shall
     notify the claimant in writing of its decision with regard to the
     claim.   In the event of such special circumstances requiring  an
     extension  of  time,  written notice of the  extension  shall  be

                                     27
<PAGE>

     furnished  to  the  claimant prior to  the  commencement  of  the
     extension.  Notwithstanding the forgoing, if the claim relates to
     a  Participant  who is Disabled, the Committee shall  notify  the
     claimant  of  the decision within 45 days (which may be  extended
     for an additional 45 days if required by special circumstances).

          16.4.2    With respect to a claim that is denied in whole or
     in  part, the decision on review shall set forth specific reasons
     for  the decision, shall be written in a manner calculated to  be
     understood by the claimant, and shall cite specific references to
     the pertinent Plan provisions on which the decision is based.

          16.4.3     The decision of the Committee shall be final  and
     conclusive.

          16.5  Action  by  Authorized  Representative  of  Claimant.   All

actions  set  forth  in this Section 16 to be taken  by  the  claimant  may

likewise  be  taken by a representative of the claimant duly authorized  by

him  to act in his behalf on such matters.  The Plan Administrator and  the

Committee may require such evidence as either may reasonably deem necessary

or advisable of the authority to act of any such representative.

          Section 17.    Miscellaneous Provisions:
          -----------    -------------------------

          17.1  Set off.  Notwithstanding any other provision of this Plan,

the  Employer may reduce the amount of any payment otherwise payable to  or

on  behalf of a Participant hereunder (net of any required withholdings) by

the  amount  of  any  loan,  cash advance, extension  of  credit  or  other

obligation of the Participant to the Employer that is then due and payable,

and the Participant shall be deemed to have consented to such reduction.

          17.2  Notices.  Each Participant who is not in Service  and  each

Beneficiary  shall  be  responsible for furnishing  the  Committee  or  its

designee  with his current address for the mailing of notices  and  benefit

payments.  Any notice required or permitted to be given to such Participant

or Beneficiary shall be deemed given if directed to such address and mailed

by  regular United States mail, first class, postage prepaid.  If any check

mailed  to  such  address is returned as undeliverable  to  the  addressee,

mailing  of  checks will be suspended until the Participant or  Beneficiary

furnishes  the  proper address.  This provision shall not be  construed  as

                                     28
<PAGE>

requiring the mailing of any notice or notification otherwise permitted  to

be given by posting or by other publication.

          17.3  Lost Distributees.  A benefit shall be deemed forfeited  if

the  Plan  Administrator is unable to locate the Participant or Beneficiary

to  whom  payment  is due on or before the fifth anniversary  of  the  date

payment  is  to  be made or commence; provided, that the deemed  investment

rate  of  return pursuant to Section 8.2 shall cease to be applied  to  the

Participant's  account  following  the  first  anniversary  of  such  date;

provided further, however, that such benefit shall be reinstated if a valid

claim is made by or on behalf of the Participant or Beneficiary for all  or

part of the forfeited benefit.

          17.4  Reliance on Data.  The Employer, the Committee and the Plan

Administrator  shall  have the right to rely on any data  provided  by  the

Participant or by any Beneficiary.  Representations of such data  shall  be

binding  upon  any party seeking to claim a benefit through a  Participant,

and  the  Employer, the Committee and the Plan Administrator shall have  no

obligation to inquire into the accuracy of any representation made  at  any

time by a Participant or Beneficiary.

          17.5 Receipt and Release for Payments.  Subject to the provisions

of  Section 17.1, any payment made from the Plan to or with respect to  any

Participant  or Beneficiary, or pursuant to a disclaimer by a  Beneficiary,

shall,  to  the  extent  thereof, be in full  satisfaction  of  all  claims

hereunder against the Plan and the Employer with respect to the Plan.   The

recipient of any payment from the Plan may be required by the Committee, as

a  condition  precedent to such payment, to execute a receipt  and  release

with respect thereto in such form as shall be acceptable to the Committee.

          17.6  Headings.  The headings and subheadings of  the  Plan  have

been  inserted  for convenience of reference and are to be ignored  in  any

construction of the provisions hereof.

                                     29
<PAGE>

          17.7  Continuation of Employment.  The establishment of the  Plan

shall  not  be construed as conferring any legal or other rights  upon  any

Employee  or  any  persons  for continuation of employment,  nor  shall  it

interfere  with the right of the Employer to discharge any Employee  or  to

deal with him without regard to the effect thereof under the Plan.

          17.8  Merger  or Consolidation; Assumption of Plan.  No  Employer

shall  consolidate or merge into or with another corporation or entity,  or

transfer  all  or  substantially all of its assets to another  corporation,

partnership,  trust  or  other entity (a "Successor  Entity")  unless  such

Successor  Entity shall assume the rights, obligations and  liabilities  of

the  Employer under the Plan and upon such assumption, the Successor Entity

shall  become  obligated to perform the terms and conditions of  the  Plan.

Nothing  herein  shall  prohibit  the assumption  of  the  obligations  and

liabilities of the Employer under the Plan by any Successor Entity.

          17.9  Construction.  The Employer shall designate in the Adoption

Agreement  the  state according to whose laws the provisions  of  the  Plan

shall  be  construed and enforced, except to the extent that such laws  are

superseded by ERISA and the applicable requirements of the Code.

                                     30