Exhibit 10.9.1

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                      SAFETY COMPONENTS INTERNATIONAL, INC.
                           DEFERRED COMPENSATION PLAN

  (an amendment and restatement of the Safety Components International Inc. Key
                      Employee Share Option Plan (KEYSOP))

                        Originally adopted June 17, 2002
                 Amended and restated effective January 1, 2005

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                            (C) 2005 Optcapital, LLC
     Cascade(SM) Plan, Cascade(SM) Deferral Plan, Cascade(SM) Option Plan,
Cascade(SM) Contribution Annuity, Cascade(SM) Payment Annuity and 409A Cascadesm
                     Plan are service marks of Optcapital.

    Optcapital invented, and has a patent pending on, the Cascade(SM) Program

Optcapital does not engage in the practice of law or accounting. Please consult
   legal counsel and accountants regarding tax, legal and accounting issues.
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                                Table of Contents

ARTICLE 1.  ESTABLISHMENT AND PURPOSE ......................................   1
   1.1    Establishment ....................................................   1
   1.2    Purpose ..........................................................   1
ARTICLE 2.  REFERENCES, CONSTRUCTION AND DEFINITIONS .......................   1
   2.1    References and Construction ......................................   1
   2.2    Definitions ......................................................   1

     (a)    Definitions Dealing with Authority ............................    2
        409A Regulations ..................................................    2
        Anti-Acceleration Rules ...........................................    2
        Code ..............................................................    2
        ERISA .............................................................    2
        Initial Deferral Rules ............................................    2
        Permissible Distribution Rules ....................................    2
        Subsequent Election Rules .........................................    2
        Treasury Regulations ..............................................    2
     (b)    Definitions Dealing with Entities and Constructs ..............    2
        Accountholder .....................................................    2
        Administrator .....................................................    2
        Affiliate .........................................................    3
        Allocator .........................................................    3
        Benefits Review Committee .........................................    3
        Class .............................................................    3
        Class Appendix ....................................................    3
        Class Eligible Employee ...........................................    3
        Class Rules .......................................................    3
        Committee .........................................................    3
        Company ...........................................................    3
        Contribution Cascade Class ........................................    4
        Designated Beneficiary ............................................    4
        Employee ..........................................................    4
        Governing Body ....................................................    5
        Independent Contractor ............................................    5
        Participant .......................................................    5
        Participating Company .............................................    5
        Person ............................................................    5
        Plan ..............................................................    5
        Service Provider ..................................................    5
        Service Recipient .................................................    6
        Transferee-Accountholder ..........................................    6
        Trust .............................................................    6
     (c)    Definitions Dealing with Deferrals of Compensation ............    6
        Account Balance Plan ..............................................    6
        Calendar Year Compensation ........................................    6
        Compensation Plan .................................................    6
        Contribution ......................................................    7
        Current Compensation ..............................................    7
        Customarily Late-Paid Compensation ................................    7
        Deferred Compensation .............................................    7
        Eligible Compensation .............................................    7
        Enforceable Compensation ..........................................    8

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        Equity-Based Compensation that Is Not Deferred Compensation .......    9
        Equity-Based Plan .................................................    9
        Event .............................................................    9
        Fiscal Year Eligible Compensation .................................    9
        Foreign Arrangements that Are Not Deferred Compensation ...........    9
        Initial Deferral Election .........................................   10
        Initial Deferral Election Deadline ................................   10
        Maximum Annual Deferral Amount ....................................   10
        Minimum Annual Deferral Amount ....................................   10
        Nonaccount Balance Plan ...........................................   10
        Nonqualified Deferred Compensation ................................   11
        Nonqualified Deferred Compensation Plan ...........................   11
        Participant Deferral Contributions ................................   11
        Participating Company Contributions ...............................   11
        Partnership Arrangements that Are Not Deferred Compensation .......   12
        Performance-Based Compensation ....................................   12
        Performance Period ................................................   13
        Separation Pay Arrangements .......................................   13
        Separation Pay Arrangements that are not Deferred Compensation ....   13
        Separation Pay Plan ...............................................   13
        Service Year ......................................................   13
        Short-Term Deferrals ..............................................   14
        Substantial Risk of Forfeiture ....................................   15
        Transfers of Restricted Property that Are Not Deferred Compensation   15
     (d)    Definitions Dealing with Account Accumulation .................   15
        Account ...........................................................   15
        Adjustment ........................................................   16
        Administration Fee ................................................   16
        Administration Fee Ratio ..........................................   16
        Aggregate Values of Underlying Security or AVUS ...................   16
        Allocation ........................................................   16
        Allocation Election ...............................................   16
        Allocator Change Date .............................................   16
        AVUS or Aggregate Values of Underlying Security ...................   16
        Balance ...........................................................   16
        Cash ..............................................................   17
        Cash Credit .......................................................   17
        Cash Debit ........................................................   17
        Cash Dividend .....................................................   17
        Cash Dividend Reinvestment ........................................   17
        Closed-End Fund or CEF ............................................   17
        Default Allocation ................................................   17
        Default Fixed Income Rate .........................................   17
        Earnings ..........................................................   17
        Event .............................................................   18
        Exchange-Traded Fund or ETF .......................................   18
        Existing Balance Reallocation Election or Reallocation Election ...   18
        Fee Adjustment ....................................................   18
        Fee Adjustment Date ...............................................   18
        Fixed Income Account or Fixed Income Payment Subaccount ...........   18
        Fixed Income Rate .................................................   19
        Fund ..............................................................   19
        Interest ..........................................................   19
        Investment Menu or Security Menu ..................................   19

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        Issuer ............................................................   19
        Liquidity Days ....................................................   19
        Lock In Event .....................................................   19
        Lock In Period ....................................................   19
        Lock In Period Cancellation .......................................   19
        Money Market Mutual Fund ..........................................   19
        Mutual Fund .......................................................   19
        Mutual Fund Family ................................................   20
        New Contribution Allocation .......................................   20
        New Contribution Allocation Default ...............................   20
        New Contribution Allocation Election ..............................   20
        Net Asset Value or NAV ............................................   20
        Non-Trading Mutual Fund ...........................................   20
        Other Security ....................................................   20
        Other Share .......................................................   20
        Payment Fee .......................................................   20
        Payment Fee Ratio .................................................   20
        Private Fund ......................................................   20
        Purchase Fair Market Value ........................................   20
        Reallocation ......................................................   21
        Reallocation Election or Existing Balance Reallocation Election ...   21
        Reallocation Fee ..................................................   21
        Reallocation Fee Ratio ............................................   21
        Recapitalization ..................................................   21
        Reinvestment ......................................................   21
        Sale Fair Market Value ............................................   21
        Security ..........................................................   21
        Security Classification ...........................................   22
        Security Hierarchy ................................................   22
        Security Menu or Investment Menu ..................................   22
        Security Menu Change ..............................................   22
        Share .............................................................   22
        Share Addition ....................................................   22
        Share Addition Suspension .........................................   22
        Share Dividend ....................................................   23
        Share Hold Period .................................................   23
        Share Liquidation .................................................   23
        Share Subtraction .................................................   23
        Share Transaction .................................................   23
        Share Transaction Date ............................................   23
        Share Value .......................................................   23
        Trading Mutual Fund ...............................................   24
        Underlying Security ...............................................   24
        Value of Underlying Security or VUS ...............................   24
        Variable Payment Subaccount .......................................   24
     (d)    Definitions Dealing with Vesting ..............................   24
        Forfeiture ........................................................   24
        Full Vesting Events ...............................................   24
        Months of Service .................................................   25
        Service ...........................................................   25
        Unvested ..........................................................   25
        Vested ............................................................   25
        Vested Percentage .................................................   25

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        Vesting Increase Date .............................................   25
        Vesting Schedule ..................................................   25
        Years of Service ..................................................   25
     (e)    Definitions Dealing with Benefit Payments .....................   25
        Authorized Leave of Absence .......................................   25
        Benefit ...........................................................   26
        Benefit Payment ...................................................   26
        Change in Control .................................................   26
        Change in Effective Control .......................................   27
        Change in Ownership ...............................................   28
        Change in Ownership of Substantial Assets .........................   29
        Contribution Cascade Annuity ......................................   30
        Deferred Retirement ...............................................   30
        Disability ........................................................   30
        Disability Retirement .............................................   31
        Early Retirement ..................................................   31
        Early Retirement Age ..............................................   31
        Event .............................................................   31
        Fixed Date Payment Trigger ........................................   31
        Indeterminable Payment Trigger ....................................   31
        Indeterminable Payment Trigger Override ...........................   31
        Mandatory Indeterminable Payment Trigger ..........................   31
        Normal Retirement .................................................   32
        Normal Retirement Age .............................................   32
        Payment Amount ....................................................   32
        Payment Commencement Date .........................................   32
        Payment Date ......................................................   32
        Payment Fee .......................................................   32
        Payment Fee Ratio .................................................   32
        Payment Frequency .................................................   32
        Payment Method ....................................................   32
        Payment Subaccounts ...............................................   32
        Payment Trigger ...................................................   32
        Payment Trigger Date ..............................................   33
        Permissible Distribution Events ...................................   33
        Postponement ......................................................   33
        Postponement Date .................................................   33
        Postponement Election .............................................   33
        Postponement Election Deadline ....................................   33
        Pre-Separation Death ..............................................   33
        Post-Separation Death .............................................   33
        Retirement ........................................................   33
        Separation from Service ...........................................   34
        Severance .........................................................   34
        Termination of Employment .........................................   34
        Unforeseeable Emergency ...........................................   35
        Voluntary Indeterminable Payment Trigger ..........................   35
     (f)    Definitions Dealing with Benefit Ownership ....................   36
        Assignment ........................................................   36
        Beneficiary Designation ...........................................   36
        Gift ..............................................................   36
     (g)    Definitions Dealing with Timing ...............................   36
        Business Day ......................................................   36
        Effective Date ....................................................   36

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        Registration ......................................................   36
        Registration Cutoff Time ..........................................   36
        Registration Date .................................................   36
        Regular Payroll Dates .............................................   36
ARTICLE 3.  ELIGIBILITY AND PARTICIPATION .................................   36
   3.1    Eligibility .....................................................   36
   3.2    Participation ...................................................   37
   3.3    Duration of Participation .......................................   37
   3.4    Initial Deferral Elections ......................................   37
     (a)    In General ....................................................   37
     (b)    Evergreen Elections ...........................................   37
     (c)    Minimum and Maximum ...........................................   37
   3.5    Participating Company Contributions .............................   38
ARTICLE 4.  CLASSES, ACCOUNTS AND PAYMENT SUBACCOUNTS .....................   38
ARTICLE 5.  VESTING .......................................................   38
ARTICLE 6.  ALLOCATIONS ...................................................   38
   6.1    The Security Menu ...............................................   38
   6.2    The Allocator ...................................................   38
   6.3    Contribution Allocations ........................................   38
   6.4    Reallocations ...................................................   39
ARTICLE 7.  BENEFIT PAYMENTS ..............................................   39
   7.1    Benefits ........................................................   39
   7.2    Postponement Elections ..........................................   39
     (a)    In General ....................................................   39
     (c)    Limit on Postponements ........................................   39
   7.3    Applicable Withholding ..........................................   39
   7.4    Trust ...........................................................   39
ARTICLE 8.  LOCK IN PERIOD ................................................   40
   8.1    Commencement of Lock In Period ..................................   40
   8.2    Cancellation of Lock In Period ..................................   40
ARTICLE 9.  VALUATION AND RECORD KEEPING ..................................   41
   9.1    Variable Payment Subaccounts ....................................   41
     (a)    Daily Data ....................................................   41
     (b)    Contributions .................................................   41
     (c)    New Contribution Allocation ...................................   41
     (d)    Reallocations .................................................   41
     (e)    Share Distributions ...........................................   43
        (1)  Cash Dividends and Reinvestments .............................   43
        (2)  Share Dividends ..............................................   43
        (3)  Recapitalizations ............................................   43
        (4)  Interest .....................................................   43
     (f)    Benefit Payments ..............................................   44
     (g)    Vesting and Forfeiture ........................................   44
     (h)    Administration Fees ...........................................   45
     (j)    Reallocation Fee ..............................................   46
     (k)    Benefit Payment Fee ...........................................   46
     (l)    Allocator .....................................................   47
   9.2    Fixed Income Payment Subaccounts ................................   47
     (a)    Daily Data ....................................................   47

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     (b)    Contributions .................................................   47
     (c)    Earnings ......................................................   47
     (d)    Benefit Payments ..............................................   47
     (e)    Vesting and Forfeiture ........................................   47
     (f)    Administration Fees ...........................................   48
ARTICLE 10.  ADMINISTRATION OF THE PLAN ...................................   48
   10.1   The Committee ...................................................   48
   10.2   Powers and Duties of the Administrator ..........................   48
   10.3   Agents ..........................................................   49
   10.5   Service of Process ..............................................   49
   10.6   Indemnity .......................................................   49
   10.7   Participating Company Information ...............................   49
ARTICLE 11.  DESIGNATION OF BENEFICIARIES .................................   49
   11.1   Beneficiary Designation .........................................   49
   11.2   Failure to Designate Beneficiary ................................   50
ARTICLE 12.  AMENDMENT OR TERMINATION OF THE PLAN .........................   50
   12.1   Right to Amend or Terminate Plan ................................   50
   12.2   Notice ..........................................................   50
ARTICLE 13.  GENERAL PROVISIONS AND LIMITATIONS ...........................   50
   13.1   No Funding Created ..............................................   50
   13.2   Nonalienation ...................................................   51
   13.3   Binding Effect ..................................................   52
   13.4   Merger or Consolidation .........................................   52
   13.5   Participant's Representations and Warranties ....................   52
   13.6   Claims Procedure ................................................   53
     (a)    Presentation of Claim .........................................   53
     (b)    Notification of Decision ......................................   53
     (c)    Review of a Denied Claim ......................................   53
     (d)    Decision on Review ............................................   54
     (e)    Legal Action ..................................................   54
   13.7   No Consequential Damages ........................................   54
   13.8   Arbitration .....................................................   54
   13.9   Indemnification .................................................   57
   13.10  Entire Plan .....................................................   57
ARTICLE 14.  WITHDRAWAL OF PARTICIPATING COMPANY ..........................   57
   14.1   Withdrawal of Participating Company .............................   57
   14.2   Effect of Withdrawal ............................................   57
Appendix A - General Information ..........................................   60
Appendix B - 409A Regime ..................................................   61
Salary Deferral Class Appendix ............................................   63
Bonus Deferral Class Appendix .............................................   66
Exhibit A - Initial Deferral Election .....................................   75
Exhibit B -- Postponement Election ........................................   76

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                      ARTICLE 1. ESTABLISHMENT AND PURPOSE

1.1   Establishment.  This plan was  originally  adopted  by the  Company as the
      Safety  Components  International,  Inc.  Key  Employee  Share Option Plan
      (KEYSOP)  effective June 17, 2002. As of the Effective Date and subject to
      the  provisions of Article 12, the Company  hereby amends and restates the
      plan (as  amended to date),  which  shall  hereafter  be named the "Safety
      Components International, Inc. Deferred Compensation Plan" (the "Plan").

1.2   Purpose.  Under the  Plan,  the  Participating  Company  provides  certain
      Nonqualified Deferred Compensation to or on behalf of Participants.

               ARTICLE 2. REFERENCES, CONSTRUCTION AND DEFINITIONS

2.1   References and Construction

      (a)   Unless otherwise indicated, all references to articles, sections and
            subsections shall be to this Plan document.

      (b)   The Plan and all rights  thereunder  shall be construed and enforced
            in accordance  with ERISA and, to the extent not preempted by ERISA,
            the laws of the State of South Carolina.

      (c)   The Plan is intended to comply with Code  Section  409A and the 409A
            Regulations,   and  the  Plan's   provisions   shall  be   construed
            accordingly. Each reference to a Treasury Regulation shall be to the
            regulation  in effect at the time,  whether  proposed,  temporary or
            final.

      (d)   The titles and captions preceding articles, sections and subsections
            of the Plan  document  have  been  inserted  solely  as a matter  of
            convenience and in no way define or limit the scope or intent of any
            provision.  When the context so requires,  the singular includes the
            plural.  All Appendices and Exhibits  attached  hereto are a part of
            this Plan document.

      (e)   The term  "Participating  Company" shall be construed as if the Plan
            were  solely  the Plan of such  Participating  Company,  unless  the
            context plainly requires  otherwise.  Each  Participating  Company's
            Benefit  liability  under this Plan is solely the obligation of such
            Participating   Company.   In   relation  to  a   Participant,   the
            Participating Company is the Service Recipient.

      (f)   All references to time are Greenville, South Carolina time.

2.2   Definitions.  Whenever used herein and  capitalized,  the following  terms
      shall have the respective  meanings  indicated  unless the context plainly
      requires otherwise.

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      (a)   Definitions Dealing with Authority

            409A Regulations  means any rulings,  notices,  regulations or other
            interpretations or rules promulgated by the United States Department
            of Treasury with regard to Code Section 409A.

            Anti-Acceleration   Rules  means  the  provisions  of  Code  Section
            409A(a)(3) and the 409A Regulations promulgated thereunder.

            Code means the Internal Revenue Code of 1986, as now in effect or as
            hereafter amended. All citations to sections of the Code are to such
            sections as they may from time to time be amended or renumbered.

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

            Initial   Deferral  Rules  means  the  provisions  of  Code  Section
            409A(a)(4)(B) and the 409A Regulations promulgated thereunder.

            Permissible  Distribution Rules means the provisions of Code Section
            409A(a)(2) and the 409A Regulations promulgated thereunder.

            Subsequent  Election  Rules  means the  provisions  of Code  Section
            409A(a)(4)(C) and the 409A Regulations promulgated thereunder.

            Treasury  Regulations  means  regulations  promulgated by the United
            States Department of Treasury, whether proposed, temporary or final.
            If the regulation is quoted or paraphrased herein and the regulation
            changes,  the quote or paraphrase shall be construed to reflect such
            changes.

      (b)   Definitions Dealing with Entities and Constructs

            Accountholder means with respect to an Account the Person who is the
            beneficial owner of the Account's entitlements, including any rights
            the Account gives the  Participant to receive Benefit  Payments,  to
            Allocate or Reallocate the Account's  Underlying  Securities,  or to
            assign the Account.  Accountholders include Participants who own one
            or more Accounts and  Transferee-Accountholders  who own one or more
            Accounts.

            Administrator means the Committee.

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            Affiliate means any Persons with whom the Participating  Company, as
            the Service  Recipient,  would be considered a single employer under
            Treasury Regulations ss. 1.409A-1(g), to wit:

                  Affiliates  include  each Person  with whom the  Participating
                  Company  would be  considered  a single  employer  under  Code
                  Section   414(b)    (employees   of   controlled    group   of
                  corporations),  and all  Persons  with whom the  Participating
                  Company  would be  considered  a single  employer  under  Code
                  Section 414(c)  (employees of  partnerships,  proprietorships,
                  etc., under common control).

            Allocator means with respect to an Account or Payment Subaccount, as
            the case may be, the Person that has the right to make an Allocation
            Election.  Each  Class  Appendix  shall  specify  the  Allocator  or
            Allocators  with respect to Accounts or Payment  Subaccounts of such
            Class.

            Benefits Review Committee means the Committee.

            Class means a class of Accounts  whereby all Accounts  identified as
            being  of  such  Class   have  the  same   rules  with   respect  to
            Contributions,  Vesting,  Earnings,  Payment  Triggers  and  Payment
            Methods. To create a Class, the Company adopts a Class Appendix that
            identifies  the Class and sets forth the rules for the  operation of
            Accounts  maintained  under such Class. The Company may establish as
            many Classes as it wishes. No two Classes shall have the same name.

            Class  Appendix  means  with  respect  to each  Class  the  appendix
            appended to this Plan  document and which sets forth the Class Rules
            for such Class.

            Class Eligible  Employee means with respect to a Class for a Service
            Year an  Employee  who is eligible  to become a  Participant  in the
            Class.

            Class Rules means with  respect to a Class the rules with respect to
            Contributions,  Vesting,  Earnings,  Payment  Triggers  and  Payment
            Methods as set forth in the Plan and the applicable Class Appendix.

            Committee  means  the  Company's  Administrative  Committee,   which
            initially  shall consist of the Vice  President of Human  Resources,
            the  Benefits  &  Compensation  Manager  and  the  Treasurer  of the
            Company. The membership of the Committee may be changed from time to
            time by the Company at its discretion.

            Company  means  Safety  Components  International,   Inc.,  and  any
            successor thereto.

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            Contribution Cascade Class means a Class that provides for a Payment
            Method consisting of a Contribution  Cascade Annuity. A Contribution
            Cascade Class Appendix sets forth the following Class Rules:

                  I.    Contribution Type

                        A. Participant Deferral Contributions

                           1. Eligible Compensation and Service Year

                              (a) Calendar Year Compensation

                              (b) Fiscal Year Compensation

                              (c) Performance-Based Compensation and Performance
                                  Period

                           2. Minimum Annual Deferral Amount

                           3. Maximum Annual Deferral Amount

                        B. Participating Company Contributions

                  II.   Contribution Cascade Annuity Variables

                        A. For Each Service Year, the Fixed Date Payment
                           Triggers

                           1. Payment Commencement Date

                           2. Payment Frequency

                        B. Indeterminable Payment Trigger Overrides, if any

                           1. Mandatory Indeterminable Payment Triggers, if any

                           2. Voluntary Indeterminable Payment Triggers, if any

                  III.  Vesting and Forfeiture

                        A. Vesting Schedule

                        B. Full Vesting Events, if any

                  IV.   Earnings

                        A. If Fixed Income, the Fixed Income Rate and the
                           Default Fixed Income Rate

                        B. If Variable, the Allocator and the Security Menu,
                           including the following with respect to each
                           Security:

                           1. New Contribution Allocation Default

                           2. Administration Fee Ratio

                           3. Payment Fee Ratio, if any

                           4. Reallocation Fee Ratio, if any

                           5. Security Classification

                           6. Reallocation Restrictions, if any

            Designated   Beneficiary   means  the   Person   designated   by  an
            Accountholder  pursuant to Article 11 to become the Accountholder of
            the  Accounts  owned by the  Accountholder  upon  the  death of such
            Accountholder.

            Employee means a Service Provider to the Participating  Company who,
            under the usual  common  law rules  applicable  in  determining  the
            employer-employee relationship, has the status of an employee.

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            Governing  Body  means  the board of  directors  of the  Company  or
            equivalent governing body, however denominated.

            Independent Contractor means a Service Provider to the Participating
            Company that is not an Employee.

            Participant  means, as of any date, any  Accountholder  who received
            one  or  more  Contribution   credits  to  the  Account  or  Payment
            Subaccount,  as the  case  may be,  in  exchange  for  services  the
            Accountholder  renders  to  the  Participating   Company,  and  thus
            excludes    Accountholder--Transferees.    In    relation   to   the
            Participating Company, a Participant is a Service Provider.

            Participating  Company means the Company or an Affiliate  which,  by
            action of its board of directors or  equivalent  governing  body and
            with the  written  consent of the  Governing  Body,  has adopted the
            Plan; provided that the Governing Body may, subject to the foregoing
            proviso,  waive the  requirement  that such  board of  directors  or
            equivalent  governing body effect such adoption.  By its adoption of
            or  participation  in the Plan,  a  Participating  Company  shall be
            deemed to appoint the Company its exclusive agent to exercise on its
            behalf all of the power and authority conferred by the Plan upon the
            Participating  Company and accept the  delegation  to the Company of
            all the  power and  authority  conferred  upon it by the  Plan.  The
            authority of the Company to act as such agent shall  continue  until
            the Plan is terminated  as to the  Participating  Company.  The term
            "Participating  Company"  shall be  construed  as if the  Plan  were
            solely the Plan of such  Participating  Company,  unless the context
            plainly requires  otherwise.  Each  Participating  Company's Benefit
            liability   under  this  Plan  is  solely  the  obligation  of  such
            Participating   Company.   In   relation  to  a   Participant,   the
            Participating Company is the Service Recipient.

            Person  means a natural  person or any duly  organized  and  validly
            existing  entity  such  as  a  corporation,   partnership,   limited
            liability company, association or trust.

            Plan  means  the  Safety  Components  International,  Inc.  Deferred
            Compensation  Plan as contained in this  document,  and as it may be
            amended from time to time hereafter.

            Service Provider means with respect to the Participating  Company or
            an  Affiliate  a  natural  person  who  provides   services  to  the
            Participating  Company or  Affiliate  in  exchange  for  Enforceable
            Compensation.

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            Service  Recipient  means  with  respect to a Service  Provider  the
            Participating  Company  or  Affiliate  for  whom  the  services  are
            performed  and with  respect  to whom the  Enforceable  Compensation
            arises.

            Transferee-Accountholder   means  with  respect  to  an  Account  an
            Accountholder  that has acquired  the Account  through a transfer of
            Plan     benefits     from     the      Participant     or     other
            Transferee-Accountholder,   whether  through  an  inter  vivos  gift
            pursuant  to Section  13.2 or upon the death of the  Participant  or
            other Transferee-Accountholder.

            Trust means the trust that the Company  establishes  for the purpose
            of receiving contributions from Participating  Companies,  investing
            and  reinvesting  such  contributions,   and  thereby  creating  and
            accumulating  assets  to  assist  the  Participating   Companies  in
            discharging their Benefit Payment obligations.

      (c)   Definitions Dealing with Deferrals of Compensation

            Account  Balance  Plan shall  have,  for  purposes  of  Nonqualified
            Deferred  Compensation Plan aggregation  under Treasury  Regulations
            1.409A-1(c)(2),   the   same   meaning   as   Treasury   Regulations
            1.409A-1(c)(2)(i)(A) ascribes to the term, which in turn defines the
            term  to  have  the  same  meaning  as  Treasury   Regulations   ss.
            31.3121(v)(2)-1(c)(1)(ii)(A) ascribes to the term, to wit:

                  An   account   balance   plan  is  a   nonqualified   deferred
                  compensation  plan under the terms of which a principal amount
                  (or  amounts)  is  credited  to an  individual  account for an
                  employee,  the income  attributable  each principal  amount is
                  credited  (or  debited)  to the  individual  account,  and the
                  benefits  payable  to the  employee  are  based  solely on the
                  balances credited to the individual account.

            Calendar Year Compensation means compensation for services performed
            during a calendar year and which is not Fiscal Year  Compensation or
            Performance-Based Compensation.

            Compensation   Plan  shall  have  the  same   meaning  as   Treasury
            Regulations ss. 1.409A-1(c) ascribes to the term "plan," to wit:

                  The term "plan"  means any  agreement,  method or  arrangement
                  between a Service  Recipient and one or more Service Providers
                  whereby  the Service  Provider(s)  provides  services  and the
                  Service   Recipient   pays  or  agrees   to  pay   Enforceable
                  Compensation.  A plan may apply to only one Service  Provider,
                  and it may be adopted unilaterally by the Service Recipient or
                  may be  negotiated  or agreed to by the Service  Recipient and
                  one  or   more   Service   Providers   or   Service   Provider
                  representatives.  Such an agreement, method or arrangement may
                  constitute  a plan  regardless  of whether it is an  "employee
                  benefit plan" under section 3(3) of the ERISA.

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            Contribution  means with respect to a Participant a principal credit
            to the Participant's Account or Payment Subaccount,  as the case may
            be,  that  is all or  part  of  either  (i) a  Participant  Deferral
            Contribution  or  (ii)  a  Participating  Company  Contribution.   A
            Contribution  constitutes  Deferred  Compensation  under an  Account
            Balance Plan.

            Current Compensation means with respect to an Employee for a Service
            Year  Enforceable  Compensation  that is actually or  constructively
            received  and  included  in the  Employee's  gross  income  for such
            Service Year.

            Customarily Late-Paid Compensation means with respect to an Employee
            Enforceable  Compensation  payable  pursuant  to  the  Participating
            Company's or Affiliate's  customary payment timing  arrangement,  as
            set forth in Treasury Regulations ss. 1.409A-1(b)(3).

            Deferred  Compensation  means  with  respect  to an  Employee  for a
            Service Year Enforceable  Compensation  that constitutes a "deferral
            of   compensation"   as  set  forth  in  Treasury   Regulations  ss.
            1.409A-1(b), to wit:

                  A   deferral   of   compensation   consists   of   Enforceable
                  Compensation   for  a  Service   Year  that  is  not   Current
                  Compensation,   and  that,   pursuant  to  the  terms  of  the
                  Compensation  Plan,  is  payable  to (or  on  behalf  of)  the
                  Employee  in a  later  year.  Deferred  Compensation  includes
                  references  to  earnings.   When  the  right  to  earnings  is
                  specified  under the  Compensation  Plan, the legally  binding
                  right to  earnings  arises at the time of the  deferral of the
                  compensation  to  which  the  earnings  relate.  However,  the
                  Compensation  Plan may provide  that the right to the earnings
                  is  treated  separately  from  the  right  to  the  underlying
                  compensation.  For  example,  provided  that the rules of Code
                  Section  409A are  otherwise  met, the  Compensation  Plan may
                  provide that  earnings will be paid at a separate time or in a
                  separate form from the payment of the underlying compensation.

                  Notwithstanding  the  foregoing,  none of the  following  is a
                  deferral of compensation during such Service Year:

                        (i)   Customarily Late-Paid Compensation;

                        (ii)  Short-Term Deferrals;

                        (iii) Equity-Based  Compensation  that  Is Not  Deferred
                              Compensation;

                        (iv)  Transfers  of  Restricted  Property  that  Are Not
                              Deferred Compensation;

                        (v)   Partnership  Arrangements  that  Are Not  Deferred
                              Compensation;

                        (vi)  Foreign   Arrangements   that  Are  Not   Deferred
                              Compensation; and

                        (vii) Separation Pay Arrangements  that Are Not Deferred
                              Compensation.


                  Eligible  Compensation means Enforceable  Compensation that is
                  eligible to become Participant Deferral Contributions pursuant
                  to  an  Initial   Deferral   Election  under  this  Plan.  The
                  applicable   Class  Appendix  shall  specify  the  Enforceable
                  Compensation that is Eligible Compensation.

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                  (a)   Notwithstanding the foregoing,  when an Initial Deferral
                        Election is made after the beginning of the  Performance
                        Period,   Eligible   Compensation   shall  not   include
                        Enforceable  Compensation for services  performed before
                        the  Initial  Deferral  Election is made.  For  example,
                        suppose  a newly  eligible  Participant  makes a  timely
                        Initial Deferral  Election to defer 10% of salary,  that
                        salary is paid in  arrears  on the last day of the month
                        (the Performance  Period), and that the election is made
                        on March 20. With respect to the March salary,  only the
                        portion for the services performed from March 21 through
                        March 31 can be Eligible Compensation.

                  (b)   Notwithstanding    the   foregoing,    Performance-Based
                        Compensation based upon a Performance Period of at least
                        12 months shall be Eligible  Compensation  provided that
                        the Participant  performed services  continuously from a
                        date no later than the date upon  which the  performance
                        criteria are established  through a date no earlier than
                        the date upon which the  Participant  makes the  Initial
                        Deferral Election.

            Enforceable  Compensation  means with  respect to an Employee  for a
            Service Year compensation for services that the Employee provides to
            the  Participating  Company  or  Affiliate,  provided  the  Employee
            acquires  in such  Service  Year a "legally  binding  right" to such
            compensation as Treasury  Regulations ss. 1.409A-1(b)  provides,  to
            wit:

                  An  Employee  does  not  have  a  legally   binding  right  to
                  compensation if that compensation may be reduced  unilaterally
                  or  eliminated  by the  Participating  Company or Affiliate or
                  other  Person  after the  services  creating  the right to the
                  compensation  have been performed.  However,  if the facts and
                  circumstances  indicate  that  the  discretion  to  reduce  or
                  eliminate the  compensation  is available or exercisable  only
                  upon a condition, or the discretion to reduce or eliminate the
                  compensation lacks substantive significance, the Employee will
                  be  considered  to  have  a  legally   binding  right  to  the
                  compensation.    Whether   the   negative   discretion   lacks
                  substantive    significance   depends   on   the   facts   and
                  circumstances of the particular  arrangement.  However,  where
                  the  Employee  to  whom  the  compensation  may  be  paid  has
                  effective  control of the Person  retaining the  discretion to
                  reduce or eliminate the compensation, or has effective control
                  over any portion of the  compensation of the Person  retaining
                  the discretion to reduce or eliminate the compensation,  or is
                  a member of the family (as defined in Code  Section  267(c)(4)
                  applied as if the family of an individual  includes the spouse
                  of any  member of the  family)  of the  Person  retaining  the
                  discretion  to  reduce  or  eliminate  the  compensation,  the
                  discretion to reduce or eliminate the compensation will not be
                  treated as having substantive significance.  For this purpose,
                  compensation is not considered subject to unilateral reduction
                  or elimination  merely because it may be reduced or eliminated
                  by operation of the objective terms of the Compensation  Plan,
                  such as the application of an objective

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                  provision   creating  a   Substantial   Risk  of   Forfeiture.
                  Similarly, an Employee does not fail to have a legally binding
                  right  to   compensation   merely   because   the   amount  of
                  compensation  is determined  under a formula that provides for
                  benefits to be offset by benefits  provided  under a plan that
                  is qualified  under Code Section 401(a),  or because  benefits
                  are reduced due to actual or notional investment losses, or in
                  a  final   average   pay   plan,   subsequent   decreases   in
                  compensation.

            Equity-Based  Compensation that Is Not Deferred  Compensation  means
            stock  options,  stock  appreciation  rights and other  equity-based
            compensation as set forth in Treasury Regulations ss.1.409A-1(b)(5).

            Equity-Based Plan shall have, for purposes of Nonqualified  Deferred
            Compensation  Plan  aggregation   under  Treasury   Regulations  ss.
            1.409A-1(c)(2),   the  same  meaning  as  Treasury  Regulations  ss.
            1.409A-1(c)(2)(i)(D) ascribes to the term, which in turn defines the
            term  to  have  the  same  meaning  as  Treasury   Regulations   ss.
            31.3121(v)(2)-1(b)(4)(ii)  ascribes to the term "stock value right,"
            to wit:

                  A stock  value right is a right  granted to an  Employee  with
                  respect to one or more shares of Employer  stock that,  to the
                  extent exercised,  entitles the Employee to a payment for each
                  share of stock equal to the  excess,  or a  percentage  of the
                  excess, of the value of a share of the Employer's stock on the
                  date of the  exercise  over a specified  price  (greater  than
                  zero).

            Event means with respect to Contributions any of the following:

                  1.    Initial Deferral Election

                  2.    Participant Deferral Contribution

                  3.    Participating Company Contribution

            Fiscal Year Eligible  Compensation means compensation  relating to a
            Service  Period  that is  coextensive  with one or more  consecutive
            fiscal years of the Participating  Company (assuming the fiscal year
            is not a  calendar  year),  of which no  amount  is paid or  payable
            during the  Performance  Period.  For example,  Fiscal Year Eligible
            Compensation  generally would include a bonus based on a Performance
            Period of the two  consecutive  fiscal  years ending  September  30,
            2009,  where the  amount  will be paid after the  completion  of the
            Performance  Period, but would not include either a bonus based on a
            calendar year  Performance  Period or salary that would otherwise be
            paid during the Participating Company's fiscal year.

            Foreign  Arrangements  that  Are  Not  Deferred  Compensation  means
            certain foreign  arrangements  as set forth in Treasury  Regulations
            ss.1.409A-1(b)(8).

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            Initial Deferral Election means with respect to Participant Deferral
            Contributions  a  Participant's  election  under  this  Plan  (i) to
            receive certain Participant  Deferral  Contributions in exchange for
            the Participant's  agreement to forgo a specified amount of Eligible
            Compensation and (ii) to elect any Voluntary  Indeterminable Payment
            Triggers. To be effective, the Initial Deferral Election must comply
            with the Initial Election Rules.

            Initial Deferral  Election  Deadline means with respect to any given
            Eligible Compensation the last day on which the Participant can make
            a Initial  Deferral  Election,  as set forth in the Initial Deferral
            Rules and Treasury Regulations ss. 1.409A-2(a), to wit:

                  The  Initial  Deferral   Election  Deadline  with  respect  to
                  Calendar  Year  Eligible  Compensation  is  the  close  of the
                  Participant's taxable year next preceding the Service Year.

                  Notwithstanding  the foregoing,  the Initial Deferral Election
                  Deadline with respect to Fiscal Year Eligible  Compensation is
                  the  close of the  Participating  Company's  fiscal  year next
                  preceding  the first  fiscal year in which are  performed  any
                  services for which such Fiscal Year Eligible  Compensation  is
                  payable.

                  Notwithstanding  the foregoing,  in the case of the first year
                  in which a Participant  becomes  eligible to participate in an
                  Account  Balance  Plan  of  the  Participating  Company  or an
                  Affiliate   (aggregated   Compensation  Plans  as  defined  in
                  Treasury  Regulations  ss.  1.409A-1(c)),  the Participant may
                  make a Initial Deferral Election within 30 days after the date
                  the  Participant  becomes  eligible  to  participate  in  such
                  Account  Balance Plan,  and such  election may defer  Eligible
                  Compensation  paid for services to be performed  subsequent to
                  the election.

                  The  Initial   Deferral   Election   Deadline   for   Eligible
                  Compensation  that  is  Performance-Based  Compensation  is no
                  later than the date that is six  months  before the end of the
                  Performance  Period,  provided  that in no event may a Initial
                  Deferral Election to defer  Performance-Based  Compensation be
                  made after such  compensation  has become  both  substantially
                  certain to be paid and readily ascertainable.

            Maximum  Annual   Deferral   Amount  means  the  maximum  amount  of
            Participant  Deferral  Contributions  that can result from a Initial
            Deferral Election for a Service Year, as specified in the applicable
            Class Appendix.

            Minimum  Annual   Deferral   Amount  means  the  minimum  amount  of
            Participant  Deferral  Contributions  that can result from a Initial
            Deferral Election for a Service Year, as specified in the applicable
            Class Appendix.

            Nonaccount  Balance  Plan  shall  have,  for  purposes  of  Deferred
            Compensation   Plan   aggregation    under   Treasury    Regulations
            1.409A-1(c)(2),   the   same   meaning   as   Treasury   Regulations
            1.409A-1(c)(2)(i)(B) ascribes to the term, which in turn defines the
            term to have the same

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            meaning  as  Treasury   Regulations   ss.   31.3121(v)(2)-1(c)(2)(i)
            ascribes to the term, to wit:

                  A  Nonaccount   Balance  Plan  is  a   Nonqualified   Deferred
                  Compensation Plan that is not an Account Balance Plan.

            Nonqualified   Deferred  Compensation  means  Deferred  Compensation
            provided under a Nonqualified Deferred Compensation Plan.

            Nonqualified  Deferred Compensation Plan shall have the same meaning
            as Treasury  Regulations  ss.  1.409A-1(a)  ascribes to the term, to
            wit:

                  A Nonqualified  Deferred  Compensation  Plan is a Compensation
                  Plan that provides  Deferred  Compensation,  but does not does
                  not include qualified  employer plans as set forth in Treasury
                  Regulations ss. 1.409A-1(a)(2), namely --

                       (i)    Any plan  described  in Code  Section  401(a) that
                              includes  a  trust  exempt  from  tax  under  Code
                              Section 501(a);

                       (ii)   Any annuity plan described in Code Section 403(a);

                       (iii)  Any annuity  contract  described  in Code  Section
                              403(b);

                       (iv)   Any  simplified   employee   pension  (within  the
                              meaning of Code Section 408(k));

                       (v)    Any simple retirement  account (within the meaning
                              of Code Section 408(p));

                       (vi)   Any arrangement under which an active  participant
                              makes   deductible   contributions   to  a   trust
                              described in Code Section 501(c)(18);

                       (vii)  Any eligible  deferred  compensation  plan (within
                              the meaning of Code Section 457(b)); and

                       (viii) Any plan described in Code Section 415(m).

                  The term Nonqualified Deferred Compensation Plan also does not
                  include

                       (i)    Certain  foreign  plans as set  forth in  Treasury
                              Regulations ss. 1.409A-1(a)(3);

                       (ii)   Certain  Code  Section  457  plans as set forth in
                              Treasury Regulations ss. 1.409A-1(a)(4); and

                       (iii)  Certain welfare  benefits as set forth in Treasury
                              Regulations ss. 1.409A-1(a)(5).

            Participant   Deferral   Contributions   means   Contributions   the
            Participating  Company agrees to make to a Participant's  Account or
            Payment  Subaccounts,  as the case may be,  pursuant  to an  Initial
            Deferral Election.

            Participating   Company   Contributions   means   Contributions  the
            Participating Company agrees to make to a Participant's Account that
            are not Participant Deferral Contributions. No Participating Company
            Contribution  shall be  permitted  unless it  satisfies  the Initial
            Deferral Rules.

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            Partnership  Arrangements that Are Not Deferred  Compensation  means
            certain  arrangements between partnerships and partners as set forth
            in Treasury Regulations ss. 1.409A-1(b)(7).

            Performance-Based  Compensation  shall  have  the  same  meaning  as
            Treasury Regulations ss. 1.409A-1(e) ascribes to the term, to wit:

                  Performance-Based  Compensation means Enforceable Compensation
                  where  the  amount  of, or  entitlement  to,  the  Enforceable
                  Compensation   is   contingent   on   the    satisfaction   of
                  pre-established   organizational  or  individual   performance
                  criteria  relating  to a  performance  period  of at  least 12
                  consecutive  months in which  the  Service  Provider  performs
                  services.  Organizational or individual  performance  criteria
                  are  considered  pre-established  if established in writing by
                  not later than 90 days after the commencement of the period of
                  service  to which  the  criteria  relates,  provided  that the
                  outcome is  substantially  uncertain  at the time the criteria
                  are  established.  Performance-Based  Compensation may include
                  payments based on  performance  criteria that are not approved
                  by a  compensation  committee of the Governing  Body or by the
                  stockholders   or   members   of   the   Service    Recipient.
                  Notwithstanding the foregoing,  Performance-Based Compensation
                  does not include any amount or portion of any amount that will
                  be paid  either  regardless  of  performance,  or based upon a
                  level of performance that is  substantially  certain to be met
                  at the time the  criteria is  established.  Except as provided
                  below,   Enforceable  Compensation  is  not  Performance-Based
                  Compensation  merely  because  the amount of such  Enforceable
                  Compensation  is based on the  value of,  or  increase  in the
                  value of, the  Service  Recipient  or the stock of the Service
                  Recipient.

                  Performance-Based Compensation may include payments based upon
                  subjective performance criteria, provided that --

                        (i)   The subjective  performance criteria relate to the
                              performance  of  the   Participant,   a  group  of
                              Employees  that  includes  the  Participant,  or a
                              business unit for which the  Participant  provides
                              services    (which   may    include   the   entire
                              Participating Company); and

                        (ii)  The determination that any subjective  performance
                              criteria   have  been  met  is  not  made  by  the
                              Participant or a family member of the  Participant
                              (as defined in Code Section  267(c)(4)  applied as
                              if the family of an individual includes the spouse
                              of any member of the  family),  or a Person  under
                              the  supervision  of  the  Participant  or  such a
                              family   member,   or  where  any  amount  of  the
                              Enforceable Compensation of the Person making such
                              determination is controlled in whole or in part by
                              the Participant or such a family member.

                  Notwithstanding  the foregoing,  Enforceable  Compensation  is
                  Performance-Based  Compensation  if it is based  solely  on an
                  increase  in the value of the Service  Recipient,  or stock of
                  the Service Recipient,  after the date of a grant or award. If
                  the amount of Enforceable  Compensation  the Participant  will
                  receive  under a grant  or  award is not  based  solely  on an
                  increase  in the value of the Service  Recipient,  or stock of
                  the  Service  Recipient,  after the date of the grant or award
                  (for  example,  a stock  appreciation  right  granted  with an
                  exercise price that

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                  is less than the fair market value of the stock as of the date
                  of grant),  and that other amount would not otherwise  qualify
                  as    Performance-Based    Compensation,    the    Enforceable
                  Compensation  attributable  to the  grant  or  award  does not
                  qualify as Performance-Based Compensation. Notwithstanding the
                  foregoing,   an  award  of   equity-based   compensation   may
                  constitute  Performance-Based  Compensation  if entitlement to
                  the  Enforceable  Compensation  is subject to a condition that
                  would    cause   the   award   to    otherwise    qualify   as
                  Performance-Based  Compensation,  such as a  performance-based
                  vesting  condition.   The  eligibility  to  defer  Enforceable
                  Compensation   under  an   equity-based   compensation   award
                  constitutes an additional deferral feature with respect to the
                  award for purposes of the definition of Deferred Compensation.

            Performance  Period means with respect to compensation  for services
            the period of time to which the compensation relates.

            Separation Pay Arrangements  shall have the same meaning as Treasury
            Regulations ss. 1.409A-1(m) ascribes to the term, to wit:

                  Separation Pay Arrangement means any arrangement that provides
                  separation pay or, where an arrangement  provides both amounts
                  that are separation pay and that are not separation  pay, that
                  portion of the arrangement  that provides  separation pay. The
                  term "separation  pay" means any amount of compensation  where
                  one of  the  conditions  to the  right  to  the  payment  is a
                  Separation  from Service,  whether  voluntary or  involuntary,
                  including  payments in the form of  reimbursements of expenses
                  incurred,   and  the  provision  of  other  taxable  benefits.
                  Separation  pay includes  amounts  payable due to a Separation
                  from  Service,  regardless of whether  payment is  conditioned
                  upon the execution of a release of claims,  noncompetition  or
                  nondisclosure   provisions,   or  other  similar  requirement.
                  Notwithstanding  the foregoing,  any amount, or entitlement to
                  any amount,  that acts as a substitute for, or replacement of,
                  amounts  deferred  by the Service  Recipient  under a separate
                  Nonqualified  Deferred Compensation Plan constitutes a payment
                  of  compensation or Deferral  Compensation  under the separate
                  Nonqualified   Deferred   Compensation   Plan,  and  does  not
                  constitute separation pay.

            Separation Pay Arrangements that are not Deferred Compensation means
            certain  Separation  Pay  Arrangements  as  set  forth  in  Treasury
            Regulations ss.1.409A-1(b)(9).

            Separation   Pay  Plan  shall   have,   for   purposes  of  Deferred
            Compensation  Plan  aggregation   under  Treasury   Regulations  ss.
            1.409A-1(c)(2),   the  same  meaning  as  Treasury  Regulations  ss.
            1.409A-1(c)(2)(i)(C) ascribes to the term, to wit:

                  A  Nonqualified   Deferred  Compensation  Plan  that  provides
                  Separation Pay.

            Service  Year means  with  respect to  compensation  for  services a
            period of 12  consecutive  months  (whether a calendar year or other
            year) by which the  compensation  is  defined  for  purposes  of the
            Initial Deferral Rules.

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            Short-Term  Deferrals  shall  have  the  same  meaning  as  Treasury
            Regulations ss.1.409A-1(b)(4) ascribes to such term, to wit:

                  Deferred Compensation does not include,  absent an election by
                  the Service  Provider  (including an election  under  Treasury
                  Regulations  ss.1.409A-2(a)(4)) to otherwise defer the payment
                  of the Enforceable Compensation to a later period, Enforceable
                  Compensation  that is actually or  constructively  received by
                  the Service Provider by the later of the 15th day of the third
                  month following the Service  Provider's  first taxable year in
                  which the  Enforceable  Compensation is no longer subject to a
                  Substantial  Risk of  Forfeiture  or the 15th day of the third
                  month  following  the  end of the  Service  Recipient's  first
                  taxable  year in which the  amount is no longer  subject  to a
                  Substantial Risk of Forfeiture.  In addition,  the arrangement
                  must not otherwise  defer the payment to a later  period.  For
                  example,  an arrangement that deferred a payment until 5 years
                  after  the  lapsing  of  a  condition   that   constituted   a
                  Substantial  Risk  of  Forfeiture  would  constitute  Deferred
                  Compensation even if the amount were actually paid on the date
                  the Substantial Risk of Forfeiture lapsed. For these purposes,
                  an  amount  that is never  subject  to a  Substantial  Risk of
                  Forfeiture  is  considered  to  be  no  longer  subject  to  a
                  Substantial  Risk of  Forfeiture on the first date the Service
                  Provider  has a  legally  binding  right  to the  amount.  For
                  example, a Service Recipient with a calendar year taxable year
                  who on  November  1, 2008,  awards a bonus so that the Service
                  Provider is considered to have a legally  binding right to the
                  payment as of November 1, 2008, will not be considered to have
                  provided for Deferred  Compensation  if, absent an election to
                  otherwise  defer  the  payment,  the  amount  is  paid or made
                  available to the Service Provider on or before March 15, 2009.
                  A Service  Recipient  with a taxable year ending August 31 who
                  on  November 1, 2008,  awards a bonus so that the  employee is
                  considered  to have a legally  binding right to the payment as
                  of November 1, 2008,  will not be  considered to have provided
                  for Deferral  Compensation if, absent an election to otherwise
                  defer the payment, the amount is paid or made available to the
                  Service Provider on or before November 15, 2009.

                  A payment that  otherwise  qualifies as a Short-Term  Deferral
                  but is made  after the 15th day of the third  month  following
                  the end of the  relevant  taxable  year (the  applicable 2 1/2
                  month period) may continue to qualify as a Short-Term Deferral
                  if   the   Service   Provider    establishes   that   it   was
                  administratively  impracticable  for the Service  Recipient to
                  make the  payment  by the end of the  applicable  2 1/2  month
                  period or that making the payment by the end of the applicable
                  2 1/2 month period would have  jeopardized the solvency of the
                  service recipient,  and, as of the date upon which the legally
                  binding right to the compensation arose, such impracticability
                  or insolvency was unforeseeable,  and also the payment is made
                  as soon as reasonably practicable. For example, an amount that
                  would otherwise  qualify as a short-term  deferral except that
                  the payment is made after the  applicable  2 1/2 month  period
                  may continue to qualify as a Short-Term Deferral to the extent
                  that the  delay is  caused  either  because  the  funds of the
                  Service  Recipient  were not  sufficient  to make the  payment
                  before the end of the  applicable 2 1/2 month  period  without
                  jeopardizing the solvency of the Service Recipient, or because
                  it was not reasonably  possible to determine by the end of the
                  applicable 2 1/2 month period  whether  payment of such amount
                  was to be made,  and the  circumstance  causing  the delay was
                  unforeseeable  as of the date upon which the  legally  binding
                  right to the  compensation  arose.  Thus,  the amount will not
                  continue to qualify as a Short-Term  Deferral to the extent it
                  was

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                  foreseeable,  as of date upon which the legally  binding right
                  to the compensation  arose,  that the amount would not be paid
                  within the applicable 2 1/2 month period. For this purpose, an
                  action or failure to act of the  Service  Provider or a Person
                  under the  Service  Provider's  control,  such as a failure to
                  provide  necessary  information  or  documentation,  is not an
                  unforeseeable event.

            Substantial  Risk of  Forfeiture  shall  have  the same  meaning  as
            Treasury Regulations ss. 1.409A-1(e) ascribes to the term, to wit:

                  Enforceable  Compensation is subject to a Substantial  Risk of
                  Forfeiture if  entitlement to the amount is conditioned on the
                  performance  of substantial  future  services by any Person or
                  the  occurrence  of a  condition  related  to a purpose of the
                  Enforceable Compensation, and the possibility of forfeiture is
                  substantial.  For  this  purpose,  a  condition  related  to a
                  purpose of the  Enforceable  Compensation  must  relate to the
                  Service  Provider's  performance for the Service  Recipient or
                  the Service Recipient's  business activities or organizational
                  goals (for example,  the  attainment of a prescribed  level of
                  earnings,  equity value or an initial public  offering).  If a
                  risk of forfeiture is added after the legally binding right to
                  the  compensation  arises,  or if the  period  of the  risk of
                  forfeiture is extended,  whether such addition or extension is
                  elected by the Service  Provider,  Service  Recipient or other
                  Person (or by agreement of two or more of such Persons),  such
                  addition  or   extension  is   disregarded   for  purposes  of
                  determining   whether  such   compensation  is  subject  to  a
                  Substantial Risk of Forfeiture.  An amount is not subject to a
                  Substantial Risk of Forfeiture merely because the right to the
                  amount  is  conditioned,  directly  or  indirectly,  upon  the
                  refraining from performance of services.  For purposes of Code
                  Section 409A,  an amount will not be  considered  subject to a
                  Substantial  Risk of  Forfeiture  beyond  the  date or time at
                  which the Service  Provider  otherwise  could have  elected to
                  receive  the amount of  Enforceable  Compensation,  unless the
                  amount subject to a Substantial  Risk of Forfeiture  (ignoring
                  earnings)  is  materially  greater than the amount the Service
                  Provider otherwise could have elected to receive. For example,
                  a  Participant  Deferral  Contribution  related  to  a  salary
                  deferral  generally  may not be made subject to a  Substantial
                  Risk of  Forfeiture.  But,  for example,  a bonus  arrangement
                  providing  an  election  between a cash  payment  of a certain
                  amount or  restricted  stock units with a  materially  greater
                  value that will be forfeited absent  continued  services for a
                  period  of  years,  the right to the  restricted  stock  units
                  generally will be treated as subject to a Substantial  Risk of
                  Forfeiture.

            Transfers of Restricted Property that Are Not Deferred  Compensation
            means  certain  transfers  of  restricted  property  as set forth in
            Treasury Regulations ss.1.409A-1(b)(6).

      (d)   Definitions Dealing with Account Accumulation

            Account means with respect to an Accountholder and a Class as of any
            date  the  bookkeeping   account   maintained  for  the  purpose  of
            determining the value of the Accountholder's Benefit with respect to
            such Class. If the Account consists of Payment Subaccounts, then the
            Account is the aggregate of such Payment Subaccounts.

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            Adjustment  means with respect to an Account or Payment  Subaccount,
            as the case may be, a Cash  Credit,  Cash Debit,  Share  Addition or
            Share  Subtraction.  The  terms  "adjust"  and  "adjusted"  shall be
            construed accordingly.

            Administration Fee means with respect to an Underlying  Security for
            a period the Administration  Fee Ratio for such Underlying  Security
            for the period multiplied by the average daily VUS for the period.

            Administration  Fee  Ratio  means  with  respect  to  an  Underlying
            Security the Underlying  Security's annual  Administration  Ratio as
            set forth in the applicable Class Appendix.

            Aggregate Values of Underlying  Security or AVUS means, with respect
            to referenced Underlying Securities, the aggregate of the VUS.

            Allocation  means (i) with  respect to an  Underlying  Security of a
            Variable Account or Variable Payment  Subaccount as of any date, the
            ratio of the VUS to the Balance,  and (ii) with respect to Cash of a
            Variable Account or Variable Payment  Subaccount as of any date, the
            ratio  of the  Cash  to  the  Balance.  An  Allocation  is a  deemed
            investment or asset and does not represent any actual  investment or
            asset.  Allocations  are  notional  and  intended for the purpose of
            determining Balances.  The terms "allocate" and "allocated" shall be
            construed accordingly.

            Allocation  Election  means  either  a New  Contribution  Allocation
            Election or an Existing Balance Reallocation Election.

            Allocator  Change  Date means with  respect to an Account or Payment
            Subaccount,  as the case may be,  the  date on which  the  Allocator
            changes from the Participating Company to the Accountholder, or vice
            versa.  Each Class Appendix shall specify the Allocator Change Date,
            if any,  with  respect to  Accounts or Payment  Subaccounts  of such
            Class.

            AVUS or Aggregate Values of Underlying  Security means, with respect
            to referenced Underlying Securities,  the aggregate of the Values of
            Underlying Security.

            Balance  means with respect to (i) a Fixed  Income  Account or Fixed
            Income  Payment  Subaccount,  as the case may be,  the  value of the
            account  denominated  in  United  States  dollars;  (ii) a  Variable
            Account that is not made up of Variable Payment  Subaccounts the sum
            of the Cash allocated to the Account and the Account's AVUS; (iii) a
            Variable Account that is made up of Variable Payment Subaccounts the
            sum of the Balances of the Account's Payment Subaccounts, and (iv) a
            Variable

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            Payment  Subaccount the sum of the Cash allocated to the account and
            the account's AVUS.

            Cash  means  with  respect  to (i) a Fixed  Income  Account or Fixed
            Income Payment Subaccount, as the case may be, the Balance; and (ii)
            a Variable Account or Variable Payment  Subaccount,  as the case may
            be, the Allocation to United States dollars.

            Cash Credit means with respect to an Account or Payment  Subaccount,
            as the case may be, an increase in an account's  Cash  Allocation on
            account  of  Contributions,   Cash  Dividends,   Interest  or  Share
            Liquidations.

            Cash Debit means with  respect to an Account or Payment  Subaccount,
            as the case may be, a decrease in an account's  Cash  Allocation  on
            account  of  Benefit  Payments,  Cash  Dividend  Reinvestments,  New
            Contribution Allocations or Existing Balance Reallocations.

            Cash  Dividend  means,  with respect to a Share,  each cash dividend
            that would be  received  by the  Accountholder  with  respect to the
            Share if the Accountholder actually owned the Share.

            Cash Dividend  Reinvestment means the deemed  reinvestment of a Cash
            Dividend to purchase additional Shares of the Security that paid the
            Cash  Dividend.  The  Allocation  of Cash  Dividends  is 100% to the
            Security that paid the Cash Dividend.

            Closed-End  Fund or CEF  means a Fund that  lists  its  Shares on an
            exchange, and which is actively-managed.

            Default  Allocation  means  with  respect  to any  Contribution  the
            Allocation  that applies when the  Allocator  fails to make a timely
            New Contribution  Allocation Election. The applicable Class Appendix
            shall specify the Default Allocation.

            Default Fixed Income Rate means with respect a Fixed Income  Account
            or Fixed Income  Payment  Subaccount,  as the case may be, the Fixed
            Income  Rate  that  applies  in the  event  the  specified  rate  is
            indeterminable.  The  applicable  Class  Appendix  shall specify the
            Default Fixed Income Rate.

            Earnings  means (i) with  respect to a Variable  Account or Variable
            Payment  Subaccount,  as the case may be, the increase (decrease) in
            the Balance  attributable to (A) increases  (decreases) in the Share
            Value of the Underlying Securities,  and (B) Share Additions or Cash
            Credits from Cash Dividends,  Share Dividends and Interest; and (ii)
            with respect to a Fixed

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            Income  Account,  increases  in the  Balance on account of the Fixed
            Income Rate.

            Event  means  with  respect  to  Account  accumulation  any  of  the
            following:

                  1.    New Contribution Allocation Election

                  2.    Existing Balance Reallocation Election

                  3.    Share Addition

                  4.    Share Subtraction

                  5.    Cash Credit

                  6.    Cash Debit

                  7.    Cash Dividend

                  8.    Cash Dividend Reinvestment

                  9.    Share Dividend

                  10.   Recapitalization

                  11.   Reinvestment

                  12.   Interest

                  13.   Security Menu Change

                  14.   Share Addition Suspension

                  15.   Lock In Event

                  16.   Lock In Period Cancellation

                  17.   Vesting Increase Date

                  18.   Forfeiture

                  19.   Fee Adjustment

            Exchange-Traded  Fund or ETF means a Fund that has  Shares  that are
            listed on an exchange, and which is a passive index Fund.

            Existing  Balance  Reallocation  Election or  Reallocation  Election
            means an Allocator's  election to change the Allocation of a Payment
            Subaccount.

            Fee Adjustment means a Cash Debit or Share Subtraction  attributable
            to an Administration Fee, Reallocation Fee or Payment Fee.

            Fee  Adjustment  Date  means  with  respect to an Account or Payment
            Subaccount,  as the case may be,  (i) the last day of each  calendar
            month,  (ii) each  Reallocation  date in the case of a  Reallocation
            Fee, (iii) each Payment Date, and (iv) the Lock In Period Expiration
            Date.

            Fixed Income  Account or Fixed Income  Payment  Subaccount  means an
            Account  or  Payment  Subaccount,  respectively,  that does not have
            Allocations  among  Underlying  Securities,   but  instead  receives
            Earnings credits based on the Fixed Income Rate.

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            Fixed Income Rate means with  respect to a Fixed  Income  Account or
            Fixed  Income  Payment  Subaccount,  as the case may be, the rate of
            interest applied to calculate the account's Earnings. The applicable
            Class Appendix shall specify the Fixed Income Rate formula.

            Fund  means an  investment  portfolio  that  issues  Shares  held by
            investors.

            Interest  means the  interest  deemed to be paid by the  Issuer of a
            debt Security.

            Investment Menu or Security Menu means, with respect to a Class, the
            menu of  Securities  that can  serve as  Underlying  Securities  for
            Variable Accounts or Variable Payment  Subaccounts of such Class, as
            set forth in the applicable Class Appendix.

            Issuer means, with respect to a Security, the Person that issues the
            Security.

            Liquidity Days means with respect to a Share each day that the Share
            is  not a  Restricted  Share  and  could,  if  it  were  actual,  be
            liquidated for cash.

            Lock  In  Event  means,  with  respect  to  an  Account  or  Payment
            Subaccount, as the case may be, the Company's determination that any
            of the following  events has occurred:  (a) a Participant is subject
            to federal  income  taxation on the account  prior to  Participating
            Company's making of Benefit Payments related to such account; or (b)
            any event or  development  that  materially  adversely  affects  the
            Company's  ability  to  effectively  hedge  or  informally  fund its
            obligations to the Accountholder.

            Lock  In  Period  means  with  respect  to  an  Account  or  Payment
            Subaccount,  as the case may be, the period  beginning with the Lock
            In   Period   Registration   and   ending  on  the  Lock  In  Period
            Cancellation.

            Lock In Period Cancellation means the Company's election to cancel a
            Lock In Period as set forth in Section 8.2.

            Money Market  Mutual Fund means a Mutual Fund that is  characterized
            by a constant NAV of $1.00, is subject to the short-term  Share Hold
            Period,  and which the Security  Menu  classifies  as a Money Market
            Mutual Fund and not a Trading  Mutual Fund or a  Non-Trading  Mutual
            Fund.

            Mutual Fund means an open-end  investment company that is registered
            as such under the  Investment  Company  Act of 1940 and which is not
            exchange-traded.

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            Mutual  Fund  Family  means  two  or  more  Mutual  Funds  that  are
            considered  part of the same controlled  group of Mutual Funds,  and
            that facilitate exchanges of shares among the member Mutual Funds.

            New Contribution  Allocation means the Allocation of a Contribution,
            as specified by the applicable New Contribution  Allocation Election
            or the New  Contribution  Allocation  Default  if  there  is no such
            election in effect.

            New  Contribution  Allocation  Default  means,  with  respect to any
            Contribution,  the New  Contribution  Allocation that applies in the
            event there is not a New Contribution  Allocation Default in effect.
            The Security Menu of the  applicable  Class  Appendix  specifies the
            applicable New Contribution Allocation Default.

            New Contribution  Allocation Election means the Allocator's election
            specifying  the  Allocation  of  Contributions  made on or after the
            election.

            Net Asset Value or NAV means with  respect to a Mutual Fund Share as
            of a given date the price at which the Share can be redeemed.

            Non-Trading  Mutual  Fund  means a Mutual  Fund that is subject to a
            Share Hold Period  longer than the Share Hold Period  applicable  to
            Money Market Mutual Funds and Trading  Mutual  Funds,  and which the
            Security Menu  classifies as a Non-Trading  Mutual Fund and not as a
            Money Market Mutual Fund or a Trading Mutual Fund.

            Other  Security  means a Security  issued by an Issuer  other than a
            Fund.

            Other Share means a Share of an Other Security.

            Payment  Fee means with  respect  to an  Underlying  Security  of an
            Account or Payment  Subaccount,  as the case may be, the Payment Fee
            Ratio for such Underlying  Security multiplied by the applicable VUS
            as of the Share Transaction Date.

            Payment Fee Ratio means the Underlying  Security's Payment Fee Ratio
            as set forth in the applicable Class Appendix.

            Private Fund means an open-end  investment  fund that is exempt from
            registration under the Investment Company Act of 1940.

            Purchase  Fair Market  Value means the value or price of a Share for
            purposes of determining  the number of Shares of a Share Addition as
            of a Transaction Date (i.e., the quotient of the Cash Credit divided
            by the Purchase Fair Market Value as of the Transaction  Date).  The
            Purchase

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            Fair Market Value of a Share is the following, depending on the type
            of Share: (1) with respect to a Mutual Fund Share, the Purchase Fair
            Market  Value  is the  NAV as of  the  close  of  business  on  such
            Transaction Date; and (2) with respect to an ETF Share, CEF Share or
            Other  Share,  the  Purchase  Fair Market  Value is the Share's high
            price for such Transaction Date.

            Reallocation means with respect to an Account or Payment Subaccount,
            as the  case  may be,  a  change  in the  Allocation  pursuant  to a
            Reallocation Election.

            Reallocation  Election or  Existing  Balance  Reallocation  Election
            means an Allocator's election to change the Allocation of an Account
            or Payment Subaccount, as the case may be.

            Reallocation Fee means with respect to an Underlying  Security of an
            Account or Payment Subaccount,  as the case may be, the Reallocation
            Fee Ratio for such Underlying  Security multiplied by the applicable
            VUS as of the Share Transaction Date.

            Reallocation Fee Ratio means the Underlying Security's  Reallocation
            Fee Ratio as set forth in the applicable Class Appendix.

            Recapitalization  means,  with  respect  to an  Underlying  Security
            Share,  the Share(s) that is exchanged for the  Underlying  Security
            Share pursuant to a stock split or recapitalization.

            Reinvestment  means a Share Addition pursuant to the deemed purchase
            of Shares of the Security  using the proceeds of a Cash  Dividend on
            the Security.

            Sale Fair  Market  Value means the value or price of a Share as of a
            Transaction  Date  for  purposes  of  determining  the  Cash  Credit
            attributable to a Share Subtraction (i.e., the product of the number
            of Shares  subtracted  times the Sale Fair Market Value of the Share
            as of the  Transaction  Date).  The Sale Fair  Market  Value as of a
            Transaction  Date is the following,  depending on the type of Share:
            (1) with respect to a Mutual Fund Share,  the Sale Fair Market Value
            is the NAV as of the close of business on the Transaction  Date; and
            (2) with respect to an ETF Share, CEF Share or Other Share, the Sale
            Fair Market Value is the Share's low price for the Transaction Date.

            Security  means a class of  security  of an Issuer  that the Company
            approves for inclusion on the Security Menu.

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            Security  Classification  means  with  respect  to a  Security  on a
            Security Menu one of the following:

                  1.    Money Market Mutual Fund;

                  2.    Trading Mutual Fund;

                  3.    Non-Trading Mutual Fund;

                  4.    ETF;

                  5.    CEF; or

                  6.    Other Security.

            Security  Hierarchy  means,  with  respect to a Variable  Account or
            Variable  Payment  Subaccount,  as the case may be, the following in
            descending order:

                  Tier 1: Money Market Mutual Funds;

                  Tier 2: Trading Mutual Funds;

                  Tier 3: Non-Trading Mutual Funds;

                  Tier 4: ETFs;

                  Tier 5: CEFs; and

                  Tier 6: Other Securities.

            If  there  is more  than  one  Security  in a  category  above,  the
            Administrator shall determine the order within the category.

            Security Menu or Investment Menu means, with respect to a Class, the
            menu of  securities  that can  serve as  Underlying  Securities  for
            Variable  Accounts  of such  Class,  as set forth in the  applicable
            Class Appendix.

            Security  Menu  Change  means with  respect  to a Security  Menu the
            addition  or deletion of one or more  Securities  from the  Security
            Menu as set forth in Section 4.1.

            Share  means  an  equal  undivided  interest  in  the  Security,  as
            established by the Issuer.

            Share Addition means with respect to a Variable  Account an increase
            in the  number  (or  deemed  purchase)  of Shares  of an  Underlying
            Security. Share Additions occur as a result of the following Events:
            New   Contribution   Allocations,   Reallocations,   Cash   Dividend
            Reinvestments,     Share    Dividends,     Recapitalizations     and
            Assignments/Gifts received.

            Share  Addition  Suspension  means with  respect  to a Security  the
            Administrator's blocking for a period of time of any Share Additions
            to such Security as set forth in Section 5.4.

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            Share Dividend means, with respect to an Underlying  Security Share,
            the  Share(s)  that  is  paid  as a  dividend  with  respect  to the
            Underlying Security Share.

            Share Hold Period means with respect to a Share,  the period  during
            which no Share  Subtractions may be made with respect to such Share.
            The Share Hold Period for each type of Share is as follows:

                  (1)   Money Market Mutual Fund Shares:  the period  commencing
                        with the date the Share  became an  Underlying  Security
                        (i.e.,  was part of an Share Addition) and ending on the
                        first (1st) Business Day following such date;

                  (2)   Trading Mutual Fund Shares,  CEF Shares,  ETF Shares and
                        Other Shares:  the period  commencing  with the date the
                        Share became an Underlying  Security (i.e.,  was part of
                        an  Share  Addition)  and  ending  on  the  third  (3rd)
                        Business Day following such date;

                  (3)   Non-Trading  Mutual Fund Shares:  the period  commencing
                        with the date the Share  became an  Underlying  Security
                        (i.e.,  was part of a Share  Addition) and ending on the
                        first (1st) anniversary of such date.

            Share  Liquidation  means with respect to a Share the deemed sale or
            redemption of the Share for cash.

            Share   Subtraction   means  with  respect  to  a  Variable  Payment
            Subaccount a decrease in the number (or deemed sale) of Shares of an
            Underlying  Security.  Share  Subtractions  occur as a result of the
            following    Events:     Reallocations,     Administration     Fees,
            Recapitalizations, Assignments/Gifts made and Benefit Payments.

            Share   Transaction  means  either  a  Share  Addition  or  a  Share
            Subtraction.

            Share Transaction Date means with respect to a Share Transaction the
            date the deemed purchase  (addition) or sale (subtraction) of Shares
            is deemed to occur in accordance with Article 9.

            Share Value means with respect to a Share the following,  (1) in the
            case of determining the Cash Credit from an Share  Subtraction,  the
            Sales  Fair  Market  Value  of  the  Share,  (2) in  the  case  of a
            determining  the  number  of Shares  of an Share  Addition  from the
            conversion  of a Cash Credit,  the Purchase Fair Market Value of the
            Share, and (3) in the case of reporting

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            the Aggregate Values of Underlying  Security as of a particular day,
            the report  shall use values as of the close of business on such day
            or, if such day is not a  Business  Day,  on the  Business  Day next
            preceding.

            Trading Mutual Fund means a Mutual Fund that is subject to the Share
            Hold Period  applicable  to Money  Market  Mutual  Funds and Trading
            Mutual Funds,  and which the Security  Menu  classifies as a Trading
            Mutual Fund and not as a Money Market  Mutual Fund or a  Non-Trading
            Mutual Fund.

            Underlying  Security  means,  with respect to a Variable  Account or
            Variable Payment  Subaccount,  as the case may be, the Shares of one
            type of Security that serve as the basis for  determining  the value
            of the  Account.  Shares are of one type if they are  identical  and
            fungible.   Notwithstanding  any  provision  in  this  Plan  to  the
            contrary,  the  Participating  Company has no  obligation to own the
            Underlying  Securities  at any time.  The term  Underlying  Security
            refers to the  Security,  and shall be  construed  as if the Company
            actually  owns the  Securities  at all times  that  such  Securities
            constitute Underlying Securities.

            Value of  Underlying  Security  or VUS  means,  with  respect  to an
            Underlying Security of an Account or Payment Subaccount, as the case
            may be, as of any date,  the  aggregate  of the Share Values of such
            Underlying Security.

            Variable Payment Subaccount means a Payment Subaccount that consists
            of Allocations among Underlying Securities.

      (d)   Definitions Dealing with Vesting

            Forfeiture means, with respect to the Unvested Balance of an Account
            or Payment Subaccount, as the case may be, a Separation from Service
            that causes the Unvested Balance to be forfeited.

            Full  Vesting  Events  means  with  respect to an Account or Payment
            Subaccount,  as the case may be,  that is not 100%  Vested  an event
            that  causes  the  account  to be  100%  Vested,  namely  any of the
            following:

                  1.    Pre-Separation Death;

                  2.    Disability;

                  3.    Retirement; and

                  4.    Change in Control.

            Each Class Appendix shall specify the Full Vesting Events that apply
            to Accounts under such Class.

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            Months of Service means with respect to a Participant, the number of
            consecutive  calendar months of Service (no month to be counted more
            than once).

            Service  means  employment  with the  Participating  Company  or any
            Affiliate;  provided, however, that Service does not include periods
            of  employment  with an  Affiliate  rendered  prior  to the date the
            Affiliate   became  an  Affiliate.   Service   includes  periods  of
            employment with a predecessor employer. Service may also include any
            period of a Participant's  prior employment by any organization upon
            such terms and  conditions  as the board of directors or  equivalent
            governing body of the Participating Company may approve.

            Unvested means with respect to an Account or Payment Subaccount,  as
            the case may be, the Balance that is not Vested.

            Vested means with respect to an Account or Payment  Subaccount,  the
            portion of the Account or Payment Subaccount that is nonforfeitable.

            Vested  Percentage  means  with  respect  to an  Account  or Payment
            Subaccount,  as the case may be, the Vested  Percentage as set forth
            in the Vesting  Schedule set forth in the Class Appendix  applicable
            to such Balance.

            Vesting  Increase  Date means with  respect to an Account or Payment
            Subaccount,  as the case may be,  the  date  the  Vested  Percentage
            increases.

            Vesting  Schedule  means  with  respect  to an  Account  or  Payment
            Subaccount, as the case may be, the Vesting Schedule as set forth in
            the Class Appendix applicable to such account.

            Years of Service means with respect to a Participant,  the number of
            periods of 12 consecutive  Months of Service (no month to be counted
            more than once).

      (e)   Definitions Dealing with Benefit Payments

            Authorized  Leave of Absence  means with respect to a  Participant a
            military  leave,  sick  leave,  or other  bona fide leave of absence
            (such as temporary  employment by the  government)  if the period of
            such leave does not exceed six months,  or if longer, so long as the
            Participant's  right to reemployment with the Participating  Company
            or Affiliate,  as the case may be, is provided  either by statute or
            contract.

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            Benefit means with respect to an Account the totality of the Benefit
            Payments the Participating Company is obligated to make.

            Benefit  Payment  means  with  respect to a Payment  Subaccount  the
            individual  cash  payment  due on the Payment  Subaccount's  Payment
            Date.

            Change in Control  shall mean with respect to a Participant a Change
            in Ownership, Change in Effective Control or Change in the Ownership
            of  Substantial   Assets.   Notwithstanding  any  provision  to  the
            contrary,  to qualify as a Change in Control,  the occurrence of the
            event must be objectively  determinable and any requirement that any
            other  Person,   such  as  the  Administrator  or  Governing  Body's
            compensation  committee,  certify  the  occurrence  of a  Change  in
            Control  event must be  strictly  ministerial  and not  involve  any
            discretionary  authority.  To  constitute  a Change in Control  with
            respect to, or as to, the  Participant,  the Change in Control event
            must relate to -

                  (1)   The  corporation  for whom the Participant is performing
                        services at the time of the Change in Control;

                  (2)   The  corporation  that is liable for the  payment of the
                        Deferred  Compensation (or all  corporations  liable for
                        the payment if more than one corporation is liable); or

                  (3)   A  corporation  that  is  a  majority  shareholder  of a
                        corporation identified in subparagraph (1) or (2) above,
                        or any  corporation in a chain of  corporations in which
                        each  corporation  is a majority  shareholder of another
                        corporation  in  the  chain,  ending  in  a  corporation
                        identified in subparagraph (1) or (2) above.

            A  "majority  shareholder"  is a  shareholder  owning  more  than 50
            percent of the total fair  market  value and total  voting  power of
            such  corporation.  The following  example  illustrates the rules of
            this paragraph:

                  Example:   Corporation   A  is  a  majority   shareholder   of
                  Corporation B, which is a majority  shareholder of Corporation
                  C. A Change in Ownership of Corporation B constitutes a Change
                  in  Control  as  to  Participants   performing   services  for
                  Corporation B or Corporation C, and to Participants  for which
                  Corporation  B or  Corporation C is solely liable for payments
                  under the Plan (for example,  former Employees),  but is not a
                  Change in Control as to Corporation A or any other corporation
                  of   which   Corporation   A   is  a   majority   shareholder.
                  Notwithstanding  the  foregoing,  a sale of  Corporation B may
                  constitute an independent Change in Control for Corporation

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                  A,  Corporation B and Corporation C if the sale  constitutes a
                  Change in Substantial Assets.

            For  purposes  of  determining  whether  a  Change  in  Control  has
            occurred,  Code Section 318(a) applies to determine stock ownership.
            Stock  underlying a vested option is considered  owned by the Person
            who holds the vested  option (and the stock  underlying  an unvested
            option is not considered  owned by the Person who holds the unvested
            option).  For  purposes of the  preceding  sentence,  however,  if a
            vested  option is  exercisable  for stock that is not  substantially
            vested (as defined by Treasury  Regulations  ss.1.83-3(b)  and (j)),
            the  stock  underlying  the  option is not  treated  as owned by the
            individual who holds the option.

            Compensation  payable  pursuant  to  the  purchase  by  the  Service
            Recipient  of  Service  Recipient  stock or a stock  right held by a
            Service  Provider,  or payment of amounts of  Deferred  Compensation
            calculated by reference to the value of Service Recipient stock, may
            be  treated  as paid at a  specified  time  or  pursuant  to a fixed
            schedule in conformity with the requirements of Code Section 409A if
            paid on the same schedule and under the same terms and conditions as
            payments to shareholders generally pursuant to a Change in Ownership
            or as  payments  to the  Service  Recipient  pursuant to a Change in
            Ownership of  Substantial  Assets,  and any amounts paid pursuant to
            such a schedule and such terms and conditions will not be treated as
            violating  the  Initial   Deferral  Rules  or  Subsequent   Deferral
            Elections  Rules, to the extent that such amounts are paid not later
            than five years after the Change in Control.

            Change in Effective  Control shall have the same meaning as Treasury
            Regulations  ss.  1.409A-3(g)(5)  ascribes  to the term  "change  in
            effective control of the corporation," to wit:

                  A Change in Effective Control of a corporation  occurs only on
                  the date that either -- (1) 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  percent or more of the total
                  voting  power  of  the  stock  of  the  corporation;  or (2) a
                  majority of members of the corporation's board of directors is
                  replaced   during  any  12-month   period  by  members   whose
                  appointment  or election is not  endorsed by a majority of the
                  members of the board prior to the date of the  appointment  or
                  election.

                  Notwithstanding any provision to the contrary, this definition
                  shall apply to the  corporation  only if it is the corporation
                  for  which  for  which  no  other  corporation  is a  majority
                  shareholder (for example,  if Corporation A is a publicly held
                  corporation  with no majority  shareholder,  and the  majority
                  shareholder   of   Corporation   B,  which  is  the   majority
                  shareholder of Corporation C, this definition

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                  would not apply to  Corporation  B or  Corporation C but apply
                  only to Corporation A).

                  A  Change  in   Effective   Control  also  may  occur  in  any
                  transaction in which either of the two  corporations  involved
                  in  the   transaction   has  a  Change  in  the  Ownership  of
                  Substantial Assets or a Change in Effective Control. Thus, for
                  example,  assume that Corporation A transfers 35% of its stock
                  to  Corporation  B in exchange for more than 40 percent of the
                  total  gross fair  market  value of  Corporation  B's  assets.
                  Corporation  A has a  Change  in  Effective  Control  and  the
                  Corporation   B  has   undergone  a  Change  in  Ownership  of
                  Substantial Assets.

                  If any one Person,  or more than one Person acting as a group,
                  is  considered to  effectively  control the  corporation,  the
                  acquisition  of additional  control of the  corporation by the
                  same Person or Persons is not  considered to cause a Change in
                  Effective  Control (or to cause a Change in  Ownership  of the
                  corporation). Persons will not be considered to be acting as a
                  group  solely  because  they  purchase  or  own  stock  of the
                  corporation  at the  same  time,  or as a  result  of the same
                  public  offering.  However,  Persons will be  considered to be
                  acting  as a group if they are  owners of a  corporation  that
                  enters into a merger,  consolidation,  purchase or acquisition
                  of  stock,   or   similar   business   transaction   with  the
                  corporation.  If a Person,  including an entity, owns stock in
                  two  corporations  that  enter  into a merger,  consolidation,
                  purchase or acquisition of stock, or similar transaction, such
                  shareholder  is  considered to be acting as a group with other
                  shareholders  in  a  corporation  only  with  respect  to  the
                  ownership in that corporation prior to the transaction  giving
                  rise to the  change  and not  with  respect  to the  ownership
                  interest  in the  other  corporation.  Example  4 set forth in
                  Treasury Regulations  ss.1.280G-1,  Q&A-27(d) illustrates this
                  provision.

            Change  in  Ownership  shall  have  the  same  meaning  as  Treasury
            Regulations ss.  1.409A-3(g)(5)  ascribes to the term "change in the
            ownership of the corporation," to wit:

                  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  percent  of the total fair  market  value or total  voting
                  power of the stock of such  corporation.  However,  if any one
                  Person,  or  more  than  one  Person  acting  as a  group,  is
                  considered  to own more  than 50  percent  of the  total  fair
                  market  value  or  total  voting  power  of  the  stock  of  a
                  corporation,  the acquisition of additional  stock by the same
                  person  or  persons  is not  considered  to cause a Change  in
                  Ownership  of  the  corporation  (or  to  cause  a  Change  in
                  Effective  Control  of the  corporation.  An  increase  in the
                  percentage of stock owned by any one Person, or Persons acting
                  as a  group,  as  a  result  of a  transaction  in  which  the
                  corporation  acquires its stock in exchange for property  will
                  be treated as an  acquisition  of stock. A Change in Ownership
                  applies   only  when  there  is  a  transfer  of  stock  of  a
                  corporation (or issuance of stock of a corporation)  and stock
                  in such corporation remains outstanding after the transaction.

                  Persons will not be  considered to be acting as a group solely
                  because they purchase or own stock of the same  corporation at
                  the same  time,  or as a result of the same  public  offering.
                  However, Persons will be considered to be acting as a group if
                  they are owners of a  corporation  that  enters into a merger,
                  consolidation,  purchase or acquisition  of stock,  or similar
                  business transaction with the

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                  corporation.  If a Person,  including an entity, owns stock in
                  both  corporations  that enter  into a merger,  consolidation,
                  purchase or acquisition of stock, or similar transaction, such
                  shareholder  is  considered to be acting as a group with other
                  shareholders in a corporation prior to the transaction  giving
                  rise to the  change  and not  with  respect  to the  ownership
                  interest  in the  other  corporation.  Example  4 set forth in
                  Treasury Regulations  ss.1.280G-1,  Q&A-27(d) illustrates this
                  provision.

            Change  in  Ownership  of  Substantial  Assets  shall  have the same
            meaning as Treasury Regulations ss.  1.409A-3(g)(5)  ascribes to the
            term  "change  in  the  ownership  of  a  substantial  portion  of a
            corporation's assets," to wit:

                  Change in Ownership  of  Substantial  Assets of a  corporation
                  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
                  acquisition  by  such  Person  or  Persons)  assets  from  the
                  corporation that have a total gross fair market value equal to
                  or more than 40 percent of the total gross fair  market  value
                  of all 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.

                  There is no Change in  Ownership  of  Substantial  Assets when
                  there is a transfer  to an entity  that is  controlled  by the
                  shareholders of the transferring corporation immediately after
                  the  transfer.  A transfer of assets by a  corporation  is not
                  treated as a Change in Ownership of Substantial  Assets if the
                  assets are transferred to--

                        (i) A shareholder of the corporation (immediately before
                        the asset  transfer)  in exchange for or with respect to
                        its stock;

                        (ii) An entity, 50 percent or more of the total value or
                        voting power of which is owned,  directly or indirectly,
                        by the corporation;

                        (iii) A  Person,  or more  than one  Person  acting as a
                        group, that owns, directly or indirectly,  50 percent or
                        more of the  total  value  or  voting  power  of all the
                        outstanding stock of the corporation; or

                        (iv) An entity,  at least 50 percent of the total  value
                        or  voting   power  of  which  is  owned,   directly  or
                        indirectly,   by  a   Person   described   in   Treasury
                        Regulations ss. (g)(5)(vii)(B)(1)(iii).

                  Except as otherwise  provided in this  definition,  a Person's
                  status is  determined  immediately  after the  transfer of the
                  assets.  For example, a transfer to a corporation in which the
                  transferor  corporation  has no ownership  interest before the
                  transaction,  but which is a majority-owned  subsidiary of the
                  transferor corporation after the transaction is not treated as
                  a change in the  ownership  of the  assets  of the  transferor
                  corporation.

                  Persons will not be  considered to be acting as a group solely
                  because they purchase  assets of the same  corporation  at the
                  same time. However, Persons will be considered to be acting as
                  a group if they are owners of a corporation that enters into a
                  merger,  consolidation,  purchase or acquisition of assets, or
                  similar  business  transaction  with  the  corporation.  If  a
                  Person,  including an entity  shareholder,  owns stock in both
                  corporations that enter into a merger,

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                  consolidation,  purchase or acquisition of assets,  or similar
                  transaction,  such shareholder is considered to be acting as a
                  group with other  shareholders  in a  corporation  only to the
                  extent  of the  ownership  in that  corporation  prior  to the
                  transaction  giving rise to the change and not with respect to
                  the ownership interest in the other corporation. Example 4 set
                  forth   in   Treasury   Regulations   ss.1.280G-1,   Q&A-27(d)
                  illustrates this provision.

            Contribution  Cascade  Annuity means a Payment  Method  whereby each
            Contribution  on  behalf  of a  Participant  for a  Service  Year is
            allocated  equally among Payment  Subaccounts.  The applicable Class
            Appendix shall specify the Fixed Date Payment  Triggers all of which
            shall occur  during the 5 calendar  year period  beginning  with the
            second  calendar year following the calendar year in which falls the
            Service  Year  for  which  the  Contributions  are  credited  to the
            Participant's  Account.  . A Payment  Subaccount is created for each
            Fixed Date  Payment  Trigger.  Each Payment  Subaccount  may also be
            subject to an  Indeterminable  Payment  Trigger  whereby the Payment
            Trigger is the first to occur of the Fixed Date  Payment  Trigger or
            an  Indeterminable  Payment  Trigger.  Each  Payment  Subaccount  is
            credited  with its per  capita  share of the  Contributions  for the
            calendar  year  in  which  the  Contributions  are  credited  to the
            Participant's  Account.   Thereafter,  each  Payment  Subaccount  is
            adjusted  daily  as  provided  in  Article  9. For  purposes  of the
            Anti-Acceleration  Rules and Subsequent  Election Rules, the Benefit
            Payments under a Contribution  Cascade  Annuity or any other Payment
            Method  providing  for payments over time are treated as a series of
            separate,  individual  installments.  Each Benefit  Payment shall be
            equal to the  Balance of the  Payment  Subaccount  as of the Payment
            Date. The Payment Date of each Payment  Subaccount  Benefit shall be
            the Payment  Trigger Date;  provided,  however,  that if the Payment
            Trigger Date is an  Indeterminable  Payment  Trigger  consisting  of
            Retirement or Severance,  the Payment Date shall be the date six (6)
            months following the Payment Trigger Date.

            Deferred  Retirement means Termination of Employment,  other than on
            account  of  Pre-Separation  Death or  Disability,  after  attaining
            Normal Retirement Age.

            Disability  shall have the same meaning as Treasury  Regulations ss.
            1.409A-3(g)(4) ascribes to the term, to wit:

                  A Participant is considered  disabled if the Participant meets
                  one of the following requirements:

                        (A)   The   Participant  is  unable  to  engage  in  any
                              substantial  gainful  activity  by  reason  of any
                              medically    determinable   physical   or   mental
                              impairment that can be expected to result in death
                              or can be expect to last for a  continuous  period
                              of not less than 12 months; or

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                        (B)   The  Participant  is, by  reason of any  medically
                              determinable  physical or mental  impairment  that
                              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 3 months
                              under the  Participating  Company's  accident  and
                              health plan.

                  Notwithstanding the foregoing,  the Participant will be deemed
                  Disabled  if (i)  determined  to be  totally  disabled  by the
                  Social  Security  Administration,  or  (ii)  determined  to be
                  disabled in accordance  with a disability  insurance  program,
                  provided that the definition of disability  applied under such
                  disability insurance program complies with the requirements of
                  Treasury Regulations ss. 1.409A-3(g)(4).

            Disability  Retirement  means a Termination of Employment on account
            of Disability.

            Early  Retirement  means  Termination of  Employment,  other than on
            account of Pre-Separation  Death or Disability after attaining Early
            Retirement Age and completing ten (10) Years of Service.

            Early Retirement Age means age 55.

            Event means with respect to Benefit Payments any of the following:

                  1.    Fixed Date Payment Trigger Postponement Election

                  2.    Fixed Date Payment Trigger Postponement

                  3.    Payment Trigger Occurrence

                  4.    Benefit Payment

            Fixed  Date  Payment  Trigger  means with  respect  to each  Payment
            Subaccount the specified Payment Trigger consisting of a Fixed Date.

            Indeterminable  Payment  Trigger means a Payment Trigger the date of
            which is not determinable in advance and, therefore,  is not a Fixed
            Date Payment Trigger.

            Indeterminable  Payment  Trigger  Override  means  with  respect  to
            Payment  Subaccount  that if an  applicable  Indeterminable  Payment
            Trigger  occurs  before the Fixed Date  Payment  Trigger,  then such
            Indeterminable Payment Trigger shall be the Payment Trigger.

            Mandatory  Indeterminable  Payment  Trigger  means with respect to a
            Class an Indeterminable Payment Trigger that applies to each Payment
            Subaccount of such Class.

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            Normal  Retirement  means  Termination of Employment,  other than on
            account of Pre-Separation  Death or Disability,  upon the attainment
            of Normal Retirement Age.

            Normal  Retirement  Age means  with  respect  to a  Participant  the
            Participant's attainment of age 65.

            Payment Amount means with respect to a Benefit  Payment on a Payment
            Date, the amount of such payment due.

            Payment  Commencement  Date  means with  respect  to a  Contribution
            Cascade Annuity the first scheduled Fixed Date Payment Trigger.

            Payment  Date means with  respect to a Benefit  Payment the date the
            payment is due.

            Payment  Fee means  with  respect  to an  Underlying  Security  of a
            Variable Account or Variable Payment Subaccount, as the case may be,
            the Payment Fee Ratio for such Underlying Security multiplied by the
            VUS as of the Share Transaction Date.

            Payment Fee Ratio means the Underlying  Security's Payment Fee Ratio
            as set forth in the applicable Class Appendix.

            Payment  Frequency  means  with  respect to a  Contribution  Cascade
            Annuity  the  frequency  of the  Fixed  Date  Payment  Triggers,  as
            specified  in the  applicable  Class  Appendix  (such as  bi-weekly,
            semi-monthly, monthly, quarterly or annual).

            Payment Method means with respect to the  Contributions  credited to
            an  Account  for a Service  Year the  manner  in which the  Benefits
            attributable to such  Contributions  are to be paid,  where "manner"
            refers to the first  Fixed  Date  Payment  Trigger  and the  Payment
            Frequency.

            Payment  Subaccounts  means with respect to a  Contribution  Cascade
            Annuity the bookkeeping  accounts established and maintained to keep
            track of each separately identifiable Benefit Payment.

            Payment  Trigger  means  with  respect to a Payment  Subaccount  the
            occurrence  of a specified  event that causes the Vested  Balance to
            become  payable.  A  Payment  Trigger  can be a Fixed  Date  Payment
            Trigger or an Indeterminable Payment Trigger. A Payment Trigger must
            be a Permissible Distribution Event.

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            Payment Trigger Date means with respect to a Payment  Subaccount the
            date on which the Payment Trigger occurs.

            Permissible  Distribution  Events  means an event  set forth in Code
            Section 409A(a)(2), namely:

                  (1)   Fixed Date(s)  specified in accordance  with the Initial
                        Deferral Rules,  Anti-Acceleration  Rules and Subsequent
                        Election Rules;

                  (2)   The Participant's Separation from Service;

                  (3)   The Participant's Disability;

                  (4)   The Participant's Pre-Separation Death;

                  (5)   The Participant's Post-Separation Death;

                  (6)   A Change in Ownership;

                  (7)   A Change in Effective Control;

                  (8)   A Change in Ownership of Substantial Assets; and

                  (9)   An Unforeseeable Emergency.

            Postponement  means with respect to a Fixed Date Payment Trigger the
            postponement of the Fixed Date Payment  Trigger to the  Postponement
            Date.

            Postponement Date means with respect to a Postponement  Election the
            date to which the Fixed Date Payment  Trigger is  postponed,  namely
            the fifth (5th)  anniversary of the Fixed Date Payment  Trigger that
            is the subject of the Postponement Election.

            Postponement  Election  means with respect to a Benefit  Payment the
            Participant's election to make a Postponement.

            Postponement  Election  Deadline  means  with  respect  to a Benefit
            Payment  the  last  day on which  the  Participant  can make a valid
            Postponement  Election,  namely  the  date 12  months  prior  to the
            scheduled  Fixed Date  Payment  Trigger  that is the  subject of the
            Postponement Election.

            Pre-Separation  Death  means  with  respect  to  a  Participant  the
            Participant's Termination of Employment on account of death.

            Post-Separation  Death  means  with  respect  to a  Participant  the
            Participant's  death  following  the  Participant's  Termination  of
            Employment.

            Retirement  means with respect to a Participant  Normal  Retirement,
            Deferred Retirement, Early Retirement or Disability Retirement.

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            Separation  from  Service  shall have the same  meaning as  Treasury
            Regulations ss.  1.409A-1(h)  ascribes to the term  "separation from
            service," to wit:

                  A Participant  separates  from service with the  Participating
                  Company upon a Termination of Employment.

            Severance means  Termination of Employment  other than on account of
            Retirement or  Pre-Separation  Death. A "Severed  Participant"  is a
            Participant  who has  incurred  a  Severance  and who has not  again
            become an Employee.

            Termination  of  Employment  means with respect to a  Participant  a
            termination  of  employment  with the  Participating  Company  or an
            Affiliate as determined by the  Administrator in accordance with the
            409A  Regulations;   provided,  however,  that  the  transfer  of  a
            Participant  from  employment  by one  Participating  Company  or an
            Affiliate  to  employment  by  another   Participating   Company  or
            Affiliate  shall not  constitute a Termination  of  Employment;  and
            provided further that a Termination of Employment shall occur on the
            earlier of (a) or (b) where

                  (a)   is the  date  as of  which  the  Participant  quits,  is
                        discharged,  terminates  employment in  connection  with
                        incurring a Disability, Retires or dies, and

                  (b)   is the first day of absence of a  Participant  who fails
                        to  return  to  employment  at  the   expiration  of  an
                        Authorized Leave of Absence.

            For purposes of this  definition,  the  employment  relationship  is
            treated  as  continuing  intact  while  the  Participant  is  on  an
            Authorized  Leave of  Absence.  If the  Authorized  Leave of Absence
            exceeds six months and the  Participant's  right to  reemployment is
            not  provided  either by  statute  or by  contract,  the  employment
            relationship  is deemed to terminate  on the first date  immediately
            following such six-month period.

            If the Participant  either actually or purportedly  continues in the
            capacity  as an  Employee,  such  as  through  the  execution  of an
            employment  agreement  under  which  the  Participant  agrees  to be
            available  to  perform  services  if  requested,  but the  facts and
            circumstances indicate that the Participating Company (or Affiliate)
            and the  Participant  did not intend for the  Participant to provide
            more than insignificant  services for the Participating  Company (or
            Affiliate),  the Participant will be treated as having a Termination
            of  Employment.  The  Participating  Company (or  Affiliate) and the
            Participant will not be treated as having intended for the

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            Participant to provide insignificant  services where the Participant
            continues to provide  services as an Employee at an annual rate that
            is at  least  equal  to 20  percent  of the  services  rendered,  on
            average,  during the immediately preceding three full calendar years
            of employment  (or, if employed  less than three years,  such lesser
            period) and the annual  remuneration  for such  services is at least
            equal to 20 percent of the average annual remuneration earned during
            the final three full calendar years of employment (or, if less, such
            lesser period). If the Participant  continues to provide services to
            the Participating Company (or Affiliate) in a capacity other than as
            an Employee,  a Termination of Employment will not be deemed to have
            occurred if the Participant is providing  services at an annual rate
            that is 50 percent or more of the  services  rendered,  on  average,
            during  the  immediately  preceding  three  full  calendar  years of
            employment  (or if  employed  less than  three  years,  such  lesser
            period) and the annual  remuneration for such services is 50 percent
            or more of the annual  remuneration  earned  during the final  three
            full calendar years of employment (or if less,  such lesser period).
            For  this  purpose,   the  annual  rate  of  providing  services  is
            determined   based  upon  the  measurement  used  to  determine  the
            Participant's  base  compensation  (for  example,  amounts  of  time
            required to earn  salary,  hourly  wages,  or payments  for specific
            projects).

            Unforeseeable  Emergency  shall have the same  meaning  as  Treasury
            Regulations ss. 1.409A-1(g)(3) ascribes to the term, to wit:

                  An Unforeseeable  Emergency is a severe financial  hardship of
                  the Accountholder resulting from an illness or accident of the
                  Accountholder,    the    Accountholder's    spouse,   or   the
                  Accountholder's dependent (as defined in Code Section 152(a));
                  loss  of  the   Accountholder's   property   due  to  casualty
                  (including  the need to rebuild a home  following  damage to a
                  home not otherwise covered by insurance, for example, not as a
                  result of a natural disaster);  or other similar extraordinary
                  and unforeseeable  circumstances arising as a result of events
                  beyond the  control of the  Accountholder.  For  example,  the
                  imminent  foreclosure of or eviction from the  Accountholder's
                  primary  residence may constitute an Unforeseeable  Emergency.
                  In addition,  the need to pay for medical expenses,  including
                  non-refundable  deductibles,  as  well  as for  the  costs  of
                  prescription drug medication,  may constitute an Unforeseeable
                  Emergency.  Finally,  the need to pay for the funeral expenses
                  of a spouse or a dependent (as defined in Code Section 152(a))
                  may also  constitute  an  Unforeseeable  Emergency.  Except as
                  otherwise  provided in this paragraph,  the purchase of a home
                  and the  payment  of  college  tuition  are not  Unforeseeable
                  Emergencies.

                  Voluntary Indeterminable Payment Trigger means with respect to
                  a Class and a Participant's  Payment Subaccounts  attributable
                  to   a   Participant's    Initial   Deferral   Election,    an
                  Indeterminable  Payment Trigger that a Participant  elected to
                  apply to such Payment Subaccounts.

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      (f)   Definitions Dealing with Benefit Ownership

            Assignment means a Participant's  written  assignment of one or more
            Accounts,  made in  accordance  with  Section  13.2 and  which is in
            substantially the form the Participating Company prescribes.

            Beneficiary  Designation  means, with respect to a Participant,  the
            designation  filed by the  Accountholder  with the Administrator and
            which is in substantially the form the Administrator prescribes.

            Gift means with respect to an Account the  Accountholder's  donative
            transfer of  beneficial  ownership  of all or portion of the Account
            pursuant to Section 13.2.

      (g)   Definitions Dealing with Timing

            Business  Day means any day on which the New York Stock  Exchange is
            open for business.

            Effective Date with respect to the Plan is the date of the amendment
            and restatement of the Plan effective January 1, 2005.

            Registration  means with  respect to any  transaction  or event that
            requires action by the  Participating  Company or  Accountholder  as
            provided  herein,  a filing  of such  information  in such  form and
            providing  such content as the  Administrator  prescribes.  The term
            "register" shall be construed accordingly.

            Registration Cutoff Time means 4:00 pm each Business Day.

            Registration  Date means,  with respect to a  Registration,  the day
            preceding the day of the first Registration Cutoff Time that follows
            the Registration.

            Regular  Payroll  Dates  means the dates on which the  Participating
            Company pays regular Current  Compensation.  Currently,  the Regular
            Payroll Dates are  semi-monthly on the 15th and the last day of each
            calendar month.

                    ARTICLE 3. ELIGIBILITY AND PARTICIPATION

3.1   Eligibility.  An  Employee  (a)  who  is a  member  of  the  Participating
      Company's "select group of management or highly compensated employees," as
      defined in Sections  201(2),  301(a)(3) and 401(a) of ERISA,  and (b) whom
      the Committee designates, shall be eligible to become a Participant in the
      Plan.

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3.2   Participation.  An Employee who is eligible to become a Participant  shall
      become a Participant  upon the earlier of the following to occur:  (a) the
      Participant's making of a Initial Deferral Election,  or (b) the crediting
      of Participating Company Contributions to an Account of the Participant.

3.3   Duration  of   Participation.   A  Participant  shall  continue  to  be  a
      Participant until the Participant is no longer entitled to a Benefit.

3.4   Initial Deferral Elections

      (a)   In General.  With respect to any Class that permits Initial Deferral
            Elections, the Committee shall identify each Class Eligible Employee
            who may make Initial  Deferral  Elections under such Class. To defer
            Eligible Compensation,  the election must be made before the Initial
            Deferral  Election  Deadline.  A Initial  Deferral  Election  may be
            changed by the Participant until the Registration Cutoff Time on the
            Initial  Deferral  Election  Deadline,  at which  time  the  Initial
            Deferral  Election  becomes  irrevocable.  As  provided  in Treasury
            Regulations  ss.  1.409A-2(a),  a Initial  Deferral  Election is not
            considered revocable merely because the Participant has the right to
            make a Postponement Election as permitted under Treasury Regulations
            ss. 1.409A-2(b).

      (b)   Evergreen Elections. The Participant has the right to specify that a
            Initial Deferral Election shall remain in effect until terminated or
            modified by the  Participant.  In such case,  the  election  will be
            treated as made as of the date such election becomes  irrevocable as
            to Eligible  Compensation for services performed during the relevant
            Service Year. For example,  if a Initial Deferral  Election provides
            that the  Participant  will defer a set  percentage of Calendar Year
            Eligible  Compensation and such deferral will remain in effect until
            changed or revoked,  but that as of each  December  31 the  election
            becomes   irrevocable   with  respect  to  Calendar   Year  Eligible
            Compensation  payable  with  respect to  services  performed  in the
            immediately  following  Service Year, the Initial Deferral  Election
            with respect to Calendar  Year  Eligible  Compensation  payable with
            respect to services  performed in the immediately  following Service
            Year will be deemed  to have  been made as of the  December  31 upon
            which the election became irrevocable.

      (c)   Minimum and Maximum.  No Initial Deferral  Election will be accepted
            if it  will  result,  in  the  determination  of the  Committee,  in
            Participant  Deferrals  for the Service  Year that are less than the
            Minimum  Annual  Deferral  Amount  or more than the  Maximum  Annual
            Deferral Amount.

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3.5   Participating  Company  Contributions.  With  respect  to any  Class  that
      provides for  Participating  Company  Contributions,  the Committee  shall
      identify each Class Eligible  Employee who may receive such  Participating
      Company Contributions.

              ARTICLE 4. CLASSES, ACCOUNTS AND PAYMENT SUBACCOUNTS

The  Participating  Company may establish such Classes as it deems  advisable in
the exercise of its discretion.  The  Participating  Company shall establish and
maintain  an Account  with  respect  to each  Participant  of a Class,  and each
Account shall  consist of a  Contribution  Cascade  Annuity.  The  Participating
Company shall establish and maintain the appropriate  Payment  Subaccounts  with
respect to each Account.

                               ARTICLE 5. VESTING

Each Payment  Subaccount's  Vesting shall be determined according to the Vesting
rules set forth in the Class Appendix applicable to such Payment Subaccount.

                             ARTICLE 6. ALLOCATIONS

6.1   The Security  Menu.  Each Class Appendix shall set forth the Security Menu
      for Payment  Subaccounts  of such Class.  The Company has the right in its
      sole discretion to add and subtract Securities from the Security Menu from
      time to time. To add or subtract a Security,  the Company shall notify the
      Administrator of the addition or subtraction, and of the effective date of
      the addition or subtraction.  The Administrator  shall promptly notify the
      Participants.  If as of the  effective  date a Security  is  subtracted  a
      Participant  has an  Allocation  to such  Security,  then  the  amount  so
      allocated shall be allocated according to the Initial Allocation Default.

6.2   The  Allocator.  Each  Payment  Subaccount  shall always have at least one
      Allocator.  A  Payment  Subaccount's  Allocator  can be the  Participating
      Company or the Accountholder.  A Payment Subaccount's Allocator can change
      upon the occurrence of a specified  event. The Class Appendix that governs
      the  Payment  Subaccount  shall  set forth  the  Allocator  rules for such
      Payment Subaccount.

6.3   Contribution Allocations

      (a)   Each   Contribution   shall  be   allocated  as  set  forth  in  the
            Accountholder's New Contribution Allocation Election. If there is no
            New  Contribution  Allocation  Election in effect for a Contribution
            when  the  Contribution  is  made,  then  the  Allocation  for  such
            Contribution   shall  be  as  set  forth  in  the  New  Contribution
            Allocation Default.

      (b)   An Allocator  may make a New  Contribution  Allocation  Election for
            Payment  Subaccounts of a particular  Class at any time, and as many

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            times as the Allocator  chooses.  Each New  Contribution  Allocation
            Election  for  a  Payment   Subaccount   shall   supersede  any  New
            Contribution  Allocation  Election  previously  registered  for such
            Payment Subaccount.

6.4   Reallocations.  The  Allocator  may make  Reallocation  Registrations  for
      Payment  Subaccounts of a particular Class,  subject to whatever rules and
      procedures as the Administrator may establish from time to time.

                           ARTICLE 7. BENEFIT PAYMENTS

7.1   Benefits.  Upon the  occurrence  of the Payment  Trigger with respect to a
      Payment Subaccount, the Participating Company shall pay the Vested Balance
      of the Payment Subaccount on the Payment Date.

7.2   Postponement Elections

      (a)   In General. Subject to Section 7.2(c) below, any Participant has the
            right at any time with  respect  to any future  Fixed  Date  Payment
            Trigger to make a Postponement  Election,  provided such election is
            made before the  Postponement  Election  Deadline  applicable to the
            Fixed Date Payment  Trigger that is the subject of the  Postponement
            Election. A Postponement  Election may be revoked by the Participant
            at any time until the  Registration  Cutoff Time on the Postponement
            Election Deadline,  at which time the Postponement  Election becomes
            irrevocable.

      (b)   [Reserved]

      (c)   Limit   on   Postponements.   Notwithstanding   the   foregoing,   a
            Postponement  Election  shall not be permitted  under the  following
            circumstances :

            (1)   No Postponement Elections are permitted after the Severance or
                  death of the Participant.

            (2)   If  the  Participant  incurs  a  Retirement,   a  Postponement
                  Election  is not  permitted  if the  Postponement  Date  would
                  follow the Participant's 80th birthday.

7.3   Applicable Withholding. Whenever a Benefit Payment is made, all applicable
      withholding, including applicable fees and taxes, shall be made.

7.4   Trust

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      (a)   The Participating  Company shall maintain a Trust and shall transfer
            over to the Trust (i) amounts equal to the amount of the Participant
            Deferral Contributions and Participating Company  Contributions,  if
            any,  credited to the  Accounts of  Participants  (and such  amounts
            shall be transferred  within a reasonable  period of time after such
            contributions  are  credited to such  Accounts)  and (ii) such other
            assets, if any, as the Administrator  determines,  from time to time
            and in its sole discretion,  are  appropriate.  The Trust shall be a
            grantor  trust for federal  income tax purposes and its assets shall
            be available to the Participating  Company's  creditors in the event
            of the Participating  Company's insolvency.  The Trust shall qualify
            at all time as a "rabbi" trust for federal income tax purposes.  The
            trustee  of the Trust  shall be an  independent  financial  services
            company  and after a Change in Control  only the  Administrator  can
            remove and replace the trustee.

      (b)   The provisions of the Plan shall govern the rights of Accountholders
            to receive  Benefits.  The  provisions of the Trust shall govern the
            rights of  Accountholders  and the  creditors  of the  Participating
            Companies to the assets  transferred to the Trust. The Participating
            Company   shall  at  all  times  remain   liable  to  discharge  its
            obligations  under the Plan.  The  Participating  Company's  Benefit
            payment  obligations  under  the Plan may be  satisfied  with  Trust
            assets  distributed  pursuant  to the terms of the  Trust.  Any such
            distribution  shall  reduce  the  Participating   Company's  Benefit
            payment obligations under the Plan. Notwithstanding any provision in
            the Plan to the contrary,  the Participating Company shall be liable
            only with  respect to Benefits  attributable  to  Contributions  for
            services received by the Participating Company.

                           ARTICLE 8. LOCK IN PERIOD

8.1   Commencement  of Lock In Period.  Upon the  occurrence of a Lock In Event,
      the Company may file a Lock In Event  Registration with the Administrator,
      and the Administrator shall notify each Participant of the commencement of
      a Lock In  Period.  Upon  the  commencement  of the Lock In  Period,  each
      Variable Payment Subaccount's  Underlying  Securities shall be reallocated
      according to the Initial  Allocation  Default,  and such Allocation  shall
      continue until the Lock In Period Cancellation, if any.

8.2   Cancellation  of Lock In Period.  The Lock in Period shall expire upon the
      Lock in Period  Cancellation,  which  shall  occur if and when the Company
      files with the Administrator a Lock In Period  Cancellation  Registration.
      The  Administrator  shall then  notify  each  Participant  of such Lock In
      Period  Cancellation.  Upon the  cancellation  of the Lock In Period,  the
      Administrator   shall  reallocate  each  Variable   Payment   Subaccount's
      Underlying  Securities  according to the  Allocator's  Initial  Allocation
      Election.

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                     ARTICLE 9. VALUATION AND RECORD KEEPING

9.1   Variable Payment Subaccounts

      (a)   Daily Data. Each day and for each Variable Payment  Subaccount,  the
            Administrator  shall  calculate and record the  following:  (1) with
            respect to each  Underlying  Security,  the  number of  Shares,  the
            number of Unvested  Shares,  the number of Vested Shares,  the Share
            Value, and the Security Classification,  (2) any Cash Credit or Cash
            Debit; and (3) with respect to each Share the Share Hold Period.

      (b)   Contributions.  The Administrator  shall register each Contribution.
            As of each Contribution  Registration Date, the Administrator  shall
            record  the  Contribution  and  shall  make  a  Cash  Credit  to the
            appropriate Variable Payment Subaccount equal to the Contribution.

      (c)   New Contribution  Allocation.  The  Administrator  shall convert the
            Cash Credit  specified in Section  9.1(b)  above to Share  Additions
            with respect to each Underlying  Security.  First, the Administrator
            shall determine each Value of Underlying Security by multiplying the
            applicable New Contribution  Allocation for each Underlying Security
            by the Cash Credit.  Second,  the Administrator  shall determine the
            number of Shares of each Underlying  Security by dividing each Value
            of  Underlying  Security by the  Purchase  Fair Market Value of each
            Underlying  Security  as of the  Share  Transaction  Date  for  each
            Underlying  Security.  The Share Transaction Date shall be the first
            Liquidity Day following the Contribution Registration Date.

      (d)   Reallocations

            (1)   (A)  With  respect  to  each   Reallocation   and  as  of  the
                  Reallocation  Election  Registration  Date, the  Administrator
                  shall first  identify each  Underlying  Security for which the
                  requested  Allocation is less than the actual Allocation as of
                  the Reallocation  Election  Registration Date (the "Decreasing
                  Securities").  Second,  the Administrator  shall determine the
                  dollar  value  of each  such  requested  lower  Allocation  by
                  multiplying  each such requested  Allocation by the AVUS as of
                  the  Reallocation   Election  Registration  Date.  Third,  the
                  Administrator  shall  determine the dollar value by which each
                  Decreasing  Security is to decrease by  subtracting  from each
                  such   actual   Value  of   Underlying   Security  as  of  the
                  Reallocation Election Registration Date the requested Value of
                  Underlying  Security,  as  determined  pursuant  to the Second
                  step. Fourth, the Administrator shall calculate and record the
                  number of Shares of each such

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                  Decreasing  Security to be  subtracted  by dividing the dollar
                  value of the  Decreasing  Security  reduction  (as  determined
                  pursuant  to  the  Third  step)  by  the  Share  Value  of the
                  Decreasing   Security   as  of   the   Reallocation   Election
                  Registration  Date. Fifth, the Administrator  shall reduce the
                  number of Shares of each  Decreasing  Security  by the  number
                  determined pursuant to the Fourth step.

                  (B)  As  of  the   Share   Transaction   Date  for  the  Share
                  Subtraction, the Administrator shall calculate the Cash Credit
                  attributable to the Share Subtraction  determined  pursuant to
                  subparagraph  (A) above.  The Cash Credit  attributable  to an
                  Share  Subtraction shall equal the number of Shares subtracted
                  multiplied  by the Sale  Fair  Market  Value  as of the  Share
                  Transaction  Date.  The Share  Transaction  Date  shall be the
                  first  Liquidity  Day  following  the  Reallocation   Election
                  Registration Date; provided,  however, for any Share that is a
                  Restricted  Share,  then the Share  Transaction  Date for such
                  Share shall be the first  Liquidity  Day  thereafter  that the
                  Share is not a Restricted Share.

            (2)   As of the second  Liquidity  Day  following  the  Reallocation
                  Election  Registration  Date,  the  Administrator  shall first
                  identify  each  Underlying  Security  for which the  requested
                  Allocation  is  more  than  the  actual  Allocation  as of the
                  Reallocation   Election  Registration  Date  (the  "Increasing
                  Securities").  Second,  the Administrator  shall determine the
                  dollar  value of each  such  requested  higher  Allocation  by
                  multiplying  each such requested  Allocation by the AVUS as of
                  the  Reallocation   Election  Registration  Date.  Third,  the
                  Administrator  shall  determine the dollar value by which each
                  Increasing  Security is to increase by  subtracting  from each
                  such  requested  Value  of  Underlying   Security  as  of  the
                  Reallocation  Election  Registration  Date the actual Value of
                  Underlying  Security,  as  determined  pursuant  to the Second
                  step.  Fourth,  the  Administrator  shall calculate,  for each
                  Increasing  Security,  the ratio of the tentative dollar value
                  of  the  Increasing  Securities  to be  added  (as  calculated
                  pursuant to the Third step) to the  aggregate of the tentative
                  dollar values of the Increasing Securities to be added. Fifth,
                  the Administrator  shall calculate,  with respect to each such
                  Increasing  Security,  the  dollar  value of the  Shares to be
                  added by  multiplying  the ratio  determined  pursuant  to the
                  Fourth  step by the Cash  Credit  from the Share  Subtractions
                  determined  pursuant to subparagraph  (ii) above.  Sixth,  the
                  Administrator shall determine, with respect to each Increasing
                  Security,  the number of Shares to add by dividing  the dollar
                  value of the  addition  (as  determined  pursuant to the Fifth
                  step) by the  Purchase  Fair Market  Value of the Shares as of
                  the Share Transaction Date. The Share Transaction

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                  Date  shall  be  the  second   Liquidity   Day  following  the
                  Reallocation Election Registration Date.

      (e)   Share  Distributions.  For purposes of calculating  Share  Additions
            attributable to Cash Dividends and Share Dividends,  and calculating
            Share   Additions   and   Share    Subtractions    attributable   to
            Recapitalizations,  the Administrator  shall make the same additions
            and  subtractions  that  the  Accountholder  would  realize  if  the
            Underlying  Security  Share  subject  to the  Cash  Dividend,  Share
            Dividend or Recapitalization were an actual Share.

            (1)   Cash  Dividends  and  Reinvestments.   With  respect  to  each
                  Underlying Security Share that is an Underlying Security as of
                  the Cash  Dividend  record  date and which  did not  become an
                  Underlying  Security  on or after the  ex-dividend  date,  the
                  Administrator  shall  record a Cash  Credit  equal to the Cash
                  Dividend.   As  of  the  Cash  Dividend   payment  date,   the
                  Administrator  shall make a Share  Addition to the  Underlying
                  Security  (as if the  Underlying  Security  Shares were actual
                  shares).  The  Administrator  shall  calculate  the  number of
                  Shares to add by dividing the Cash Credit by the Purchase Fair
                  Market  Value  of the  Underlying  Security  as of  the  Share
                  Transaction Date. The Share Transaction Date shall be the Cash
                  Dividend payment date.

            (2)   Share  Dividends.  With  respect to each  Underlying  Security
                  Share that is an Underlying  Security as of the Share Dividend
                  record date and which did not become an Underlying Security on
                  or after the ex-dividend date, the Administrator  shall record
                  a Share Dividend.  As of the Share Dividend  payment date, the
                  Administrator  shall make a Share  Addition to the  Underlying
                  Security  equal to the number of Shares  included in the Share
                  Dividend  (as if the  Underlying  Security  Shares were actual
                  shares).

            (3)   Recapitalizations.  With respect to each  Underlying  Security
                  Share   that   is   an   Underlying   Security   as   of   the
                  Recapitalization  record  date and  which  did not  become  an
                  Underlying  Security  on or after the  ex-dividend  date,  the
                  Administrator  shall  record  a  Recapitalization.  As of  the
                  Recapitalization  payment date, the Administrator shall make a
                  Share  Subtraction  and a  Share  Addition  to the  Underlying
                  Security  equal to the number of Shares  cancelled  and issued
                  pursuant  to  the   Recapitalization  (as  if  the  Underlying
                  Security Shares were actual shares).

            (4)   Interest.  With respect to each Underlying Security Share that
                  is an Underlying  Security as of the Interest record date, the
                  Administrator

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                  shall record a Cash Credit equal to the Interest  payable with
                  respect to such Share.  As of the Interest  payment date,  the
                  Administrator  shall make a Share  Addition  according  to the
                  Initial Allocation Default.  The Administrator shall calculate
                  the number of Shares to add by dividing the Cash Credit by the
                  Purchase  Fair  Market  Value  of  the  Underlying  Securities
                  included  in the  Initial  Allocation  Default as of the Share
                  Transaction  Date.  The Share  Transaction  Date  shall be the
                  Interest payment date.

      (f)   Benefit Payments

            (1)   As of each  Benefit  Payment  Date,  the  Administrator  shall
                  calculate the Benefit  Payment,  register the Benefit  Payment
                  and  make  Share   Subtractions   from  the  Variable  Payment
                  Subaccount.

            (2)   As of the Share  Transaction  Date,  the  Administrator  shall
                  calculate the Share Subtraction from each Underlying  Security
                  as follows.  Share Subtractions shall be made according to the
                  Security Hierarchy,  where the Share Subtraction is made first
                  from the Tier 1 Underlying  Security  Allocation  and, if such
                  Allocation is insufficient to cover the Benefit Payment,  then
                  from the Tier 2 Allocation and so on until the Benefit Payment
                  is satisfied.

            (3)   In  calculating   the  number  of  Shares  to  subtract,   the
                  Administrator  shall divide the Benefit Payment by the Shares'
                  Sale Fair Market Value as of the Share  Transaction  Date. The
                  Share   Transaction   Date  shall  be  the   Benefit   Payment
                  Registration Date;  provided,  however,  if such date is not a
                  Liquidity  Day for any Share  subject to a Share  Subtraction,
                  then the Share  Transaction  Date for such Share  shall be the
                  first Liquidity Day thereafter.

      (g)   Vesting and Forfeiture

            (1)   Each day and with respect to each Variable Payment Subaccount,
                  the  Administrator  shall  determine  and record  the  Payment
                  Subaccount's  Vested  Percentage based on the data provided by
                  the Participating  Company. The Participating Company shall be
                  responsible for providing the Administrator,  in such form, as
                  the  Administrator  requires,  information that is required to
                  determine the Vested Percentage.

            (2)   Upon each  Contribution  Registration  Date the  Administrator
                  shall  determine the amount of the resulting  Cash Credit that
                  is  Vested  by  multiplying  the Cash  Credit  by the  Payment
                  Subaccount's  Vested  Percentage.  Second,  the  Administrator
                  shall determine the

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                  unvested  Cash  Credit by  subtracting  the Vested Cash Credit
                  from the total Cash Credit.

            (3)   Any Cash Credit resulting from a Share Subtraction of a Vested
                  Share shall be a Vested Cash Credit. Any Cash Credit resulting
                  from a Share  Subtraction  of an  Unvested  Share  shall be an
                  Unvested Cash Credit.

            (4)   Any Share  Addition  resulting from the Allocation of a Vested
                  Cash  Credit  shall  be a Vested  Share.  Any  Share  Addition
                  resulting from the Allocation of an Unvested Cash Credit shall
                  be an Unvested Share.

            (5)   Any Cash  Dividends,  Share  Dividends,  Recapitalizations  or
                  Interest  attributable to a Vested Share (or portion  thereof)
                  shall  be  Vested.   Any  Cash  Dividends,   Share  Dividends,
                  Recapitalizations  or  Interest  attributable  to an  Unvested
                  Share (or portion thereof) shall be Unvested.

            (6)   Upon each  Vesting  Increase  date,  the  Administrator  shall
                  determine  the number of  Unvested  Shares of each  Underlying
                  Security to recategorize  as Vested Shares,  and the amount of
                  Unvested Cash Credit to recategorize as Vested Cash Credit.

                  To calculate  the number of Unvested  Shares to  recategorize,
                  the Administrator shall multiply the number of Unvested Shares
                  by a fraction, the numerator of which is the Vested Percentage
                  minus the Vested Percentage  immediately  before the increase,
                  and the  denominator  of which is the reciprocal of the Vested
                  Percentage immediately before the increase.

                  To   calculate   the  amount  of   Unvested   Cash  Credit  to
                  recategorize,  the  Administrator  shall multiply the Unvested
                  Cash  Credit  by a  fraction,  the  numerator  of which is the
                  Vested  Percentage  minus the  Vested  Percentage  immediately
                  before  the  increase,  and the  denominator  of  which is the
                  reciprocal  of the Vested  Percentage  immediately  before the
                  increase.

            (7)   Upon a Termination of Employment that causes a Forfeiture, the
                  Administrator  shall  cancel (i) all the Payment  Subaccount's
                  Underlying  Securities  that consist of Unvested  Shares,  and
                  (ii) all the Payment Subaccount's Unvested Cash Credit.

      (h)   Administration Fees

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            (1)   As of each Fee Adjustment Date, the  Administrator  shall make
                  an  Administration  Fee  Registration.  As of the Registration
                  Date,  the  Administrator  shall  calculate and record the fee
                  that is due, and make Share  Subtractions from each Underlying
                  Security  as  follows.   Share   Subtractions  shall  be  made
                  according   to  the  Security   Hierarchy,   where  the  Share
                  Subtraction is made first from the Tier 1 Underlying  Security
                  Allocation  and, if such  Allocation is  insufficient to cover
                  the expense,  then from the Tier 2 Allocation  and so on until
                  the expense is satisfied. All such expenses shall be processed
                  by first  estimating  the  number  of Shares  to  subtract  to
                  produce the amount of expense due.  Such  estimate is based on
                  the last Share  Value.  The actual  expense  proceeds  will be
                  based on the next Share Value. As a result, the actual expense
                  proceeds may be more or less than the amount due.

            (2)   In  calculating   the  number  of  Shares  to  subtract,   the
                  Administrator shall divide the expense due by the Shares' Sale
                  Fair Market Value as of the Share  Transaction Date. The Share
                  Transaction  Date shall be the  Registration  Date;  provided,
                  however,  if such  date is not a  Liquidity  Day for any Share
                  subject  to a Share  Subtraction,  then the Share  Transaction
                  Date  for  such  Share  shall  be  the  first   Liquidity  Day
                  thereafter.

      (j)   Reallocation  Fee.  Upon each  Share  Subtraction  of an  Underlying
            Security that is subject to a  Reallocation  Fee, the  Administrator
            shall make a Reallocation Fee  Registration.  As of the Registration
            Date, the  Administrator  shall calculate and record the fee that is
            due  and  make a Cash  Debit  equal  to the fee  that  is  due.  The
            Reallocation Fee shall be calculated by multiplying the Reallocation
            Ratio by the VUS of the Shares  subject to the Share  Subtraction as
            of the Share  Transaction  Date. The Share Transaction Date shall be
            the  Registration  Date;  provided,  however,  if such date is not a
            Liquidity Day for any Share subject to a Share Subtraction, then the
            Share  Transaction  Date for such Share shall be the first Liquidity
            Day thereafter.

      (k)   Benefit  Payment Fee. Upon each Share  Subtraction  of an Underlying
            Security that is subject to a Payment Fee, the  Administrator  shall
            make a Payment Fee  Registration.  As of the Registration  Date, the
            Administrator  shall  calculate  and  record the fee that is due and
            make a Cash  Debit  equal to the fee that is due.  The  Payment  Fee
            shall be calculated by  multiplying  the Payment Ratio by the VUS of
            the  Shares  subject  to  the  Share  Subtraction  as of  the  Share
            Transaction   Date.  The  Share   Transaction   Date  shall  be  the
            Registration  Date;  provided,  however,  if  such  date  is  not  a
            Liquidity Day for any Share subject to a Share

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            Subtraction, then the Share Transaction Date for such Share shall be
            the first Liquidity Day thereafter.

      (l)   Allocator. With respect to each Payment Subaccount and for each day,
            the   Administrator   shall  record  the  identity  of  the  Payment
            Subaccount's  Allocator.   The  Company  shall  be  responsible  for
            registering  with the  Administrator  any change in a  Participant's
            employment status that affects the identity of the Allocator.

9.2   Fixed Income Payment Subaccounts

      (a)   Daily Data.  Each day and for each Fixed Income Payment  Subaccount,
            the  Administrator  shall  calculate and record the  following:  (1)
            Balance, (2) Unvested Balance, and (3) Vested Balance.

      (b)   Contributions.  The Administrator  shall register each Contribution.
            As of each Contribution  Registration Date, the Administrator  shall
            record  the  Contribution  and  shall  make  a  Cash  Credit  to the
            appropriate   Fixed   Income   Payment   Subaccount   equal  to  the
            Contribution.

      (c)   Earnings.  Each day and for each Fixed Income Payment Subaccount the
            Administrator shall make a Cash Credit calculated based on the Fixed
            Income Rate.

      (d)   Benefit Payments. As of each Benefit Payment Date, the Administrator
            shall  calculate the Benefit  Payment,  register the Benefit Payment
            and make Cash Debits equal to the Benefit Payments.

      (e)   Vesting and Forfeiture

            (1)   Each  day and  with  respect  to  each  Fixed  Income  Payment
                  Subaccount,  the Administrator  shall determine and record the
                  Payment  Subaccount's  Vested  Percentage  based  on the  data
                  provided  by  the  Participating  Company.  The  Participating
                  Company shall be responsible for providing the  Administrator,
                  in such form, as the Administrator requires,  information that
                  is required to determine the Vested Percentage.

            (2)   Upon each  Contribution  Registration  Date the  Administrator
                  shall  determine the amount of the resulting  Cash Credit that
                  is  Vested  by  multiplying  the Cash  Credit  by the  Payment
                  Subaccount's  Vested  Percentage.  Second,  the  Administrator
                  shall  determine the unvested Cash Credit by  subtracting  the
                  Vested Cash Credit from the total Cash Credit.

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            (3)   Upon each Earnings credit,  the Administrator  shall determine
                  the  amount of the  resulting  Cash  Credit  that is Vested by
                  multiplying the Cash Credit by the ratio of the Vested Balance
                  to the Unvested Balance.

            (4)   Upon each  Vesting  Increase  date,  the  Administrator  shall
                  determine the amount of Unvested  Cash Credit to  recategorize
                  as Vested Cash  Credit.  To  calculate  the amount of Unvested
                  Cash Credit to recategorize,  the Administrator shall multiply
                  the Unvested Cash Credit by a fraction, the numerator of which
                  is  the  Vested   Percentage   minus  the  Vested   Percentage
                  immediately before the increase,  and the denominator of which
                  is the reciprocal of the Vested Percentage  immediately before
                  the increase.

            (5)   Upon a Termination of Employment that causes a Forfeiture, the
                  Administrator  shall  cancel (i) all the Payment  Subaccount's
                  Underlying  Securities  that consist of Unvested  Shares,  and
                  (ii) all the Payment Subaccount's Unvested Cash Credit.

      (f)   Administration   Fees.  As  of  each  Fee   Adjustment   Date,   the
            Administrator  shall make an Administration Fee Registration.  As of
            the Registration Date, the Administrator  shall calculate and record
            the fee that is due, and make a Cash Debit equal to the fee.

                     ARTICLE 10. ADMINISTRATION OF THE PLAN

10.1  The Committee. The Committee shall serve as the Administrator.  Members of
      the Committee  may be  Accountholders.  Any  Committee  member must recuse
      himself or herself on any matter of personal  interest to such member that
      comes before the Committee.

10.2  Powers  and  Duties of the  Administrator.  The  Administrator  shall have
      general  responsibility  for the administration of the Plan (including but
      not limited to complying with reporting and disclosure  requirements,  and
      establishing and maintaining Plan records).  The Administrator  shall also
      have the discretion and authority to make, amend,  interpret,  and enforce
      all appropriate rules and regulations for the  administration of this Plan
      and decide or resolve any and all questions, including but not limited to,
      interpretations  of this Plan and  entitlement  to or  amount of  benefits
      under this Plan, as may arise in connection with the Plan. The decision or
      action of the Administrator with respect to any question arising out of or
      in connection with the  administration,  interpretation and application of
      the Plan and the  rules and  regulations  promulgated  hereunder  shall be
      final and  conclusive  and binding upon all persons having any interest in
      the Plan.

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10.3  Agents. The Administrator may engage such legal counsel,  certified public
      accountants and other advisers and Service Providers,  who may be advisers
      or Service  Providers for the Participating  Company or an Affiliate,  and
      make use of such  agents  and  clerical  or other  personnel,  as it shall
      require or may deem advisable for purposes of the Plan.

      The  Administrator  may rely upon the written opinion of any legal counsel
      or accountants engaged by the Administrator,  and may delegate to any such
      agent or to any other Person its  authority to perform any act  hereunder,
      including,  without  limitation,  those matters  involving the exercise of
      discretion,  provided that such delegation  shall be subject to revocation
      at any time at the discretion of the Administrator.

10.5  Service of Process.  The  Secretary  of the  Company or such other  person
      designated  by the Company shall be the agent for service of process under
      the Plan.

10.6  Indemnity.  All Participating  Companies shall indemnify and hold harmless
      the members of the Committee against any and all claims, losses,  damages,
      expenses,  or  liabilities  arising from any action or failure to act with
      respect to this Plan,  except in the case of gross  negligence  or willful
      misconduct by the Committee or any of its members.

10.7  Participating Company Information.  To enable the Administrator to perform
      its  functions,  each  Participating  Company shall supply full and timely
      information  to  the   Administrator   on  all  matters  relating  to  the
      compensation  of its  Participants,  the  date  and  circumstances  of the
      Termination  of  Employment or death of its  Participants,  and such other
      pertinent information as the Committee may reasonably require.

                    ARTICLE 11. DESIGNATION OF BENEFICIARIES

11.1  Beneficiary   Designation.   Every   Accountholder  shall  file  with  the
      Administrator  a  Beneficiary   Designation  of  one  or  more  Designated
      Beneficiaries who shall be entitled to become the Accountholder of Payment
      Subaccounts held by the Accountholder upon the  Accountholder's  death. An
      Accountholder  may from  time to time  revoke or  change  such  Designated
      Beneficiary without the consent of any Designated  Beneficiary by filing a
      new designation with the Administrator. The last such designation received
      by the  Administrator  shall be controlling;  provided,  however,  that no
      designation,  or change or revocation  thereof,  shall be effective unless
      received by the Administrator prior to the  Accountholder's  death, and in
      no event shall it be effective as of any date prior to such  receipt.  All
      decisions  of  the  Administrator  concerning  the  effectiveness  of  any
      Designated

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      Beneficiary  designation,  and the identity of any Designated Beneficiary,
      shall be final.

11.2  Failure to Designate Beneficiary. If no Designated Beneficiary designation
      is in  effect  at  the  time  of an  Accountholder's  death,  the  Payment
      Subaccounts,  if any,  held by the  Accountholder  at the  Accountholder's
      death shall be transferred to the  Accountholder's  Surviving  Spouse,  if
      any,  or  if  the   Accountholder   has  no  Surviving   Spouse,   to  the
      Accountholder's  estate.  If the Administrator is in doubt as to the right
      of any Person to receive such Payment  Subaccounts,  the Administrator may
      withhold payment of the Payment Subaccount Benefits, without liability for
      any interest  thereon,  until the rights  thereto are  determined,  or the
      Administrator may cause the  Participating  Company to pay any such amount
      into any court of  appropriate  jurisdiction  and such payment  shall be a
      complete   discharge  of  the  liability  of  the  Participating   Company
      therefore.

                ARTICLE 12. AMENDMENT OR TERMINATION OF THE PLAN

12.1  Right to Amend or Terminate  Plan.  The Company  reserves the right at any
      time to amend or  terminate  the  Plan,  in whole or in part,  and for any
      reason  and  without  the  consent  of  any  Participant  or  Beneficiary;
      provided,  however,  in no event shall an amendment or  termination of the
      Plan reduce the amount of any  Participant's  vested Benefits that existed
      under the Plan prior to the date of such amendment or termination.

12.2  Notice.  Notice of any amendment or termination of the Plan shall be given
      by the Company to the Participants.

                 ARTICLE 13. GENERAL PROVISIONS AND LIMITATIONS

13.1  No Funding Created

      Except to the extent expressly provided in Section 7.4:

      (a)   The  obligations  of the  Participating  Company  to  make  payments
            hereunder shall constitute a liability of the Participating  Company
            to  Accountholders.  Such  payments  shall be made from the  general
            funds of the  Participating  Company.  The  rights  and claims of an
            Accountholder to a Benefit provided  hereunder shall have no greater
            or higher  status  than the rights and claims of any other  general,
            unsecured  creditor  of  the  Participating  Company.  The  Plan  is
            unfunded. Accordingly, nothing in the Plan shall be deemed to create
            (i) a trust of any kind  (regardless  of whether  the  Participating
            Company  chooses to finance its  obligations  and  liabilities  with
            respect to the Plan through a grantor  trust or similar  arrangement
            such as the Trust),  (ii) any  interest by an  Accountholder  in any
            assets  or  property  of the  Participating  Company  or  (iii)  any
            fiduciary  relationship  between the  Participating  Company and any
            Accountholder.

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      (b)   The Participating  Company has no obligation to set aside any assets
            for the  purpose  of  informally  funding or  providing  a source of
            payment of benefits under this Plan.

      (c)   The Participating  Company's Benefit  obligations are limited to the
            payment of Benefits with respect to Contributions  made for services
            the Participating Company receives.  The Participating Company shall
            have no Benefit obligations with respect to Contributions made under
            this Plan for services received by other Participating Companies.

13.2  Nonalienation

      (a)   Subject  to  subsection  (b)  of  this  Section  13.2,  no  Benefit,
            interest,  expectancy,  payment, claim or right of any Accountholder
            under the Plan  shall be (a)  subject in any manner to any claims of
            any creditor of the Accountholder,  subject to the debts, contracts,
            liabilities  or  torts  of  the  Accountholder  or  (c)  subject  to
            alienation by anticipation, sale, transfer, assignment,  bankruptcy,
            pledge, attachment, charge or encumbrance of any kind. If any Person
            shall  attempt to take any action  contrary  to this  Section,  such
            action   shall  be  null  and  void  and  of  no  effect,   and  the
            Participating  Company shall  disregard such action and shall not in
            any manner be bound thereby and shall suffer no liability on account
            of its disregard thereof.

      (b)   Notwithstanding   subsection   (a)  of   this   Section   13.2,   an
            Accountholder  may at any time prior to death assign future Benefits
            to the Accountholder's  spouse, lineal descendants,  a trust for the
            benefit of the Accountholder,  the Accountholder's  spouse or lineal
            descendants,  or such  other  entity  as the  Participating  Company
            approves.  The  Accountholder  may also assign a future Benefit to a
            tax-exempt   entity   as   defined   in  Code   Section   501(c)(3).
            Notwithstanding the foregoing, such an assignment shall be permitted
            only  if (i)  the  Accountholder  is  100%  Vested  in  the  Payment
            Subaccount, and (ii) the Accountholder receives no consideration for
            the  assignment.  Any  such  assignment  shall  be  evidenced  by an
            appropriate  written document  executed by the  Accountholder  and a
            copy  delivered  to the  Participating  Company  in  advance  of the
            effective  date  of  the  assignment.   In  the  event  of  such  an
            assignment,  the assignee shall become the  Transferee-Accountholder
            of the Payment Subaccount and shall be entitled to all the rights of
            the transferring  Accountholder with respect to the assigned Payment
            Subaccount, and such Payment Subaccount shall continue to be subject
            to all of the terms,  conditions and restrictions  applicable to the
            Payment Subaccount, as set forth in the Plan.

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13.3  Binding Effect. Obligations incurred by the Participating Company pursuant
      to this  Plan  shall be  binding  upon and  inure  to the  benefit  of the
      Participating Company, its successors and assigns, and the Accountholders.

13.4  Merger or  Consolidation.  In the event of a merger or a consolidation  by
      the Participating Company with another corporation, then and in such event
      the obligations and  responsibilities  of the Participating  Company under
      this Plan shall be assumed by any such successor or acquiring corporation,
      and all of the  rights,  privileges  and  Benefits  of the  Accountholders
      hereunder shall continue.

13.5  Participant's  Representations  and  Warranties.  Each  Participant,  as a
      condition precedent to participating in the Plan,  represents and warrants
      to the Participating Company and the Administrator as follows:

      (a)   The  Participant  understands  that the Benefits  may be  considered
            securities  that are  subject  to the  Securities  Act of 1933  (the
            "Securities Act"). The Participant recognizes that the Benefits have
            not been  registered  under the Securities Act or the securities act
            of any  state,  but that  the  Benefits  have  been  granted  to the
            Participant  in  reliance  upon  exemptions  from  the  registration
            requirements  thereof  and that the  Benefits  being  granted to the
            Participant are therefore  "restricted  securities." The Participant
            understands and agrees that, except as otherwise  expressly provided
            for by the Plan the Participant  (A) will not sell,  offer for sale,
            transfer,  pledge or hypothecate  the Benefits and (B) will hold the
            Benefits for the Participant's  own account for investment  purposes
            only and not with a view to or in  anticipation  of or in connection
            with any resale, distribution or other disposition thereof.

      (b)   The   Participant   affirms  and   acknowledges   that  neither  the
            Participating  Company nor the Administrator  engage in the practice
            of law or  accounting.  The  Participant  further  affirms  that  in
            electing to  participate in the Plan the  Participant  has relied on
            the  Participant's  own tax and  financial  advisors  and not on the
            Participating  Company,  the Administrator nor any of the employees,
            agents  or  representatives  of  the  Participating  Company  or the
            Administrator.   In   that   regard,   no   representative   of  the
            Participating Company or the Administrator has made any guarantee or
            representation  upon  which the  Participant  has relied or can rely
            concerning  the  possibility or probability of profit or loss or the
            realization  of any tax  benefits  as a  result  of the  Participant
            participating in the Plan or receiving or holding the Benefits.

      (c)   The Participant  has had full and ample  opportunity to evaluate and
            assess the Plan and the  Benefits  and has been  furnished  with all
            information  deemed  necessary or appropriate by the  Participant in
            connection therewith.

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13.6  Claims Procedure

      (a)   Presentation  of Claim.  Any  Accountholder  (referred to below as a
            "Claimant")  may deliver to the  Administrator a written claim for a
            determination with respect to the Benefits payable to such Claimant.
            If such a claim relates to the contents of a notice  received by the
            Claimant,  the claim must be made  within  sixty (60) days after the
            Claimant   receives   such   notice.   The  claim  must  state  with
            particularity the determination  desired by the Claimant.  All other
            claims must be made within one hundred eighty (180) days of the date
            on which the event that caused the claim to arise occurred.

      (b)   Notification  of  Decision.   The  Administrator  shall  consider  a
            Claimant's  claim  within a  reasonable  time,  and shall notify the
            Claimant in writing but not later than ninety (90) days (one hundred
            eighty   (180)  days  if  the   Administrator   determines   special
            circumstances apply):

            (1)   That the Claimant's requested determination has been made, and
                  that the claim has been allowed in full; or

            (2)   That the Administrator has reached a conclusion  contrary,  in
                  whole or in part, to the Claimant's  requested  determination,
                  and such  notice must set forth in a manner  calculated  to be
                  understood by the Claimant:

                  (i)   the specific  reason(s) for the denial if the claim,  or
                        any part of it;

                  (ii)  specific  reference(s)  to pertinent  provisions  of the
                        Plan upon which such denial was 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 claim review  procedure set forth
                        in Section 13.6(c) below.

      (c)   Review of a Denied Claim.  Within sixty (60) days after  receiving a
            notice from the Administrator that a claim has been denied, in whole
            or  in  part,  a  Claimant  (or  the  Claimant's   duly   authorized
            representative)  may  file  with the  Benefits  Review  Committee  a
            written request for a review of the denial of the claim. Thereafter,
            the Claimant (or the Claimant's duly authorized representative):

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            (1)   may review pertinent documents;

            (2)   may submit written comments or other documents;

            (3)   may request a hearing, which the Benefits Review Committee, in
                  its sole discretion, may grant; and

            (4)   will be  provided,  upon  request,  reasonable  access to, and
                  copies  of,  all  documents,  records  and  other  information
                  relevant to the Claimant's claim.

            The  Benefits  Review  Committee  will  provide a decision on review
            within sixty (60) days  following the filing,  or one hundred twenty
            (120) days if special circumstances exist.

      (d)   Decision on Review.  The Benefits Review  Committee shall render its
            decision  on review  promptly,  and not later  than  sixty (60) days
            after the  filing of a written  request  for  review of the  denial,
            unless a  hearing  is held or other  special  circumstances  require
            additional  time, in which case the decision must be rendered within
            one hundred twenty (120) days after such date. Such decision must be
            written in a manner calculated to be understood by the Claimant, and
            it must contain:

            (1)   specific reasons for the decision;

            (2)   specific  reference(s)  to the pertinent Plan  provisions upon
                  which the decision was based; and

            (3)   such other  matters as the  Benefits  Review  Committee  deems
                  relevant.

      (e)   Legal Action. A Claimant's  compliance with the foregoing provisions
            of this  Section  13.6 is a mandatory  prerequisite  to a Claimant's
            right to commence  any  arbitration  proceeding  with respect to any
            claim for benefits under this Plan.

13.7  No Consequential  Damages.  Notwithstanding  any provision in this Plan or
      any  agreement to the  contrary,  the  Participating  Company shall not be
      liable  to an  Accountholder  for any  indirect,  incidental,  special  or
      consequential  damages  (including  without limitation any damages arising
      from lost profits)  arising in connection with this Plan or any agreement,
      whether or not such damages were reasonably foreseeable.

13.8  Arbitration.  Any claim or controversy  between the Participating  Company
      and an Accountholder  which the parties are unable to resolve  themselves,
      and  which is not  resolved  through  the  claims  procedure  set forth in
      Section 13.6 above,  including  any claim  arising out of a  Participant's
      employment or the termination of that employment,  and including any claim
      arising   out  of,   connected   with,   or  related  to  the   formation,
      interpretation,  performance, or breach of any provision of this Plan, and
      any claim or dispute as to whether a claim is subject to

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      arbitration,  shall be submitted to and resolved  exclusively by expedited
      binding  arbitration  by  a  single  arbitrator  in  accordance  with  the
      following procedures:

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

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

      (c)   In any arbitration  hereunder,  the Participating  Company shall pay
            all  administrative  fees of the  arbitration  and  all  fees of the
            arbitrator,  except that the Accountholder may, if he/she/it wishes,
            pay up to  one-half of those  amounts.  Each party shall pay its own
            attorneys' fees,  costs, and expenses,  unless the arbitrator orders
            otherwise.  The prevailing party in such arbitration,  as determined
            by  the   arbitrator,   and  in  any   enforcement  or  other  court
            proceedings,  shall be entitled,  to the extent permitted by

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            law, to reimbursement from the other party for all of the prevailing
            party's  costs  (including  but  not  limited  to  the  arbitrator's
            compensation),  expenses,  and attorneys' fees. The arbitrator shall
            have no authority to add to or to modify this Plan,  shall apply all
            applicable  law,  and shall have no lesser  and no greater  remedial
            authority  than  would a court of law  resolving  the same  claim or
            controversy.  The  arbitrator  shall,  upon an  appropriate  motion,
            dismiss  any  claim  without  an  evidentiary  hearing  if the party
            bringing the motion establishes that it would be entitled to summary
            judgment  if the matter had been  pursued in court  litigation.  The
            parties  shall be entitled to discovery  as follows.  Each party may
            take no more than three depositions.  The Participating  Company may
            depose  the  Accountholder   plus  two  other  witnesses,   and  the
            Accountholder  may  depose  Company,  within  the  meaning  of  Rule
            30(b)(6) of the  Federal  Rules of Civil  Procedure,  plus two other
            witnesses.  Each party may make such reasonable  document  discovery
            requests as are allowed in the discretion of the arbitrator.

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

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

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

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

      (h)   If any of the  provisions of this Section 13.8 are  determined to be
            unlawful  or  otherwise  unenforceable,  in whole  or in part,  such
            determination shall not affect the validity of the remainder of this
            Section 13.8,  and this Section 13.8 shall be reformed to the extent
            necessary  to  carry  out  its  provisions  to the  greatest  extent
            possible and to insure that the resolution of all conflicts  between
            the parties,  including those arising out of statutory

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            claims,  shall be  resolved by neutral,  binding  arbitration.  If a
            court should find that the  provisions  of this Section 13.8 are not
            absolutely binding, then the parties intend any arbitration decision
            and  award to be fully  admissible  in  evidence  in any  subsequent
            action,  given  great  weight by any finder of fact,  and treated as
            determinative to the maximum extent permitted by law.

      (i)   The parties do not agree to arbitrate  any putative  class action or
            any other representative action. The parties agree to arbitrate only
            the claim(s) of a single Accountholder.

13.9  Indemnification.  To the  maximum  extent  permitted  by law,  no officer,
      employee,  manager,  member, agent, affiliate of the Participating Company
      or an  Affiliate,  or any  of  such  Persons'  respective  successors  and
      assigns,  shall be liable by reason of any  contract  or other  instrument
      executed  by such  Person  or on such  Person's  behalf  in such  Person's
      capacity  as  a  representative  of  the  Participating   Company  or  the
      Affiliate,  nor for any  mistake of judgment  made in good faith,  and the
      Participating Company shall indemnify and hold harmless, directly from its
      own assets (including the proceeds of any insurance policy the premiums of
      which are paid from the  Participating  Company's  own assets),  each such
      Person and each other officer,  employee, or director of the Participating
      Company  or the  Affiliate  who has  any  duty or  power  relating  to the
      administration  or  interpretation of the Plan against any cost or expense
      (including  counsel  fees)  or  liability   (including  any  sum  paid  in
      settlement  of a claim with the  approval  of the  Participating  Company)
      arising  out of any act or  omission  to act in  connection  with the Plan
      unless arising out of such Person's own fraud or bad faith.

13.10 Entire  Plan.  The Plan  document,  and any  written  amendments  thereto,
      contain all the terms and provisions of the Plan and shall  constitute the
      entire Plan, any other alleged terms or provisions being of no effect.

                 ARTICLE 14. WITHDRAWAL OF PARTICIPATING COMPANY

14.1  Withdrawal of Participating Company. The Participating Company (other than
      the  Company) may withdraw  from  participation  in the Plan by giving the
      Governing Body prior written notice approved by resolution by its board of
      directors or equivalent governing body specifying a withdrawal date, which
      shall be the last day of a month at least thirty (30) days  subsequent  to
      the date which notice is received by the Governing Body. The Participating
      Company  shall  withdraw  from  participating  in the  Plan if and when it
      ceases  to be  either  a  division  of  the  Participating  Company  or an
      Affiliate.  The Governing  Body may require the  Participating  Company to
      withdraw  from the Plan,  as of any  withdrawal  date the  Governing  Body
      specifies.

14.2  Effect of Withdrawal. The Participating Company's withdrawal from the Plan

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      shall not in any way modify,  reduce or otherwise affect the Participating
      Company's  obligations  under the Plan,  as such  obligations  are defined
      under  the  provisions  of  the  Plan  existing  immediately  before  this
      withdrawal.

      Withdrawal from the Plan by any Participating Company shall not in any way
      affect any other Participating Company's participation in the Plan.

                            [SIGNATURES ON NEXT PAGE]

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THIS PLAN IS DULY EXECUTED by the Company's duly authorized officers this ______
day of_______, 200__.

                                           Safety Components International, Inc.


                                           By:
                                              ----------------------------------
                                                    President

Attest:

By
   ------------------------
            Secretary

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                        Appendix A - General Information

Company Data

         Name of Company:  Safety Components International, Inc.

         Address:          41 Stevens Street
                           Greenville, SC 29605

         Telephone:        864-240-7400

         Federal Tax Identification Number:  33-0596831

         Income Tax Year End:       ______________________________________

         Type of Business for Federal Tax Purposes (check only one)
                     |_|   Sole Proprietorship
                     |_|   Partnership
                     |_|   C Corporation
                     |_|   S Corporation
                     |_|   Tax Exempt Organization

         Type of Organization under State Law (check only one)
                     |_|   Sole Proprietorship
                     |_|   General Partnership
                     |_|   Limited Partnership
                     |_|   Limited Liability Company
                     |_|   Limited Liability Partnership
                     |_|   Corporation
                     |_|   Professional Corporation or Professional Association
                     |_|   Trust

         Jurisdiction of Organization:  Delaware

         Type of Business (describe):  SIC Code 3714 - motor vehicle parts &
         accessories

Plan Data

         Plan Name: Safety  Components  International,  Inc. Deferred
         Compensation Plan

         ERISA Plan Sequence No.: ___________________________________

         State Law to Apply:      South Carolina


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                            Appendix B - 409A Regime

<TABLE>
<S>       <C>             <C>             <C>             <C>            <C>            <C>              <C>             <C>
-----------------------------------------------------------------------------------------------------------------------------------
                                                      Enforceable Compensation
                                                           1.409A-1(b)(1)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                |
-----------------------------------------------------------------------------------------------------------------------------------
   |            |               |               |               |              |               |                |             |
--------  --------------  --------------  --------------- -------------  -------------  ---------------  --------------- ----------
Current    Customarily      Short-Term    Certain Equity-    Certain        Certain     Certain Foreign     Certain      Deferred
  Comp      Late-Paid        Deferrals      Based Comp    Transfers of    Arrangements    Arrangements   Separation Pay    Comp
1.409A-1       Comp       1.409A-1(b)(4)  1.409A-1(b)(5)   Restricted       between      1.409A-1(b)(8)   Arrangements   1.409A-1
(b)(1)    1.409A-1(b)(3)                                    Property        Partner-                      1.409A-1(b)(9)   (b)(1)
                                                          1.409A-1(b)(6)    ship and
                                                                            Partners
                                                                         1.409A-1(b)(7)
--------  --------------  --------------  --------------- -------------  -------------  ---------------  --------------- -----------
                                                                                                                              |
                                                                                                                              |
            ------------------------------------------------------------------------------------------------------------------
            |                                  |                                            |                               |
-------------------------  -------------------------------------------  ---------------------------------------------- -------------
      Qualified Plans               Certain Foreign Plans                   Certain Welfare Benefits                    Nonqualified
      1.409A-1(a)(2)                   1.409A-1(a)(3)                              1.409A-1(a)(5)                      Deferred Comp
o 401(a) plans             o Participation addressed by treaty          o Bona fide vacation leave, sick leave,           (NQDC)
o 403(a) annuity plans     o Participation by nonresident aliens and      compensatory time, disability pay             1.409A-1(a)
o 403(b) annuity plans       certain resident aliens in broad-based       and death benefit plans                      -------------
o 408(k) simplified          foreign retirement plan                    o 220 Archer Medical Savings Accounts, 223        |
  employee pensions        o Participation by U.S. citizens and           Health Savings Accounts or any other medical    |
o 408(p) simple              lawful permanent residents in broad-based    reimbursement arrangement under 105 & 106       |
  retirement accounts        foreign retirement plan                    ----------------------------------------------    |
o Voluntary 501(c)(18)     o Plans subject to a totalization                                                              |
  trusts                     agreement and similar plans                                                                  |
o Eligible 457(b) plans    o Participation by nonresident alien --                                                        |
o 415(m) plans               de minimis amounts                                                                           |
-------------------------  -------------------------------------------                                                    |
                                                                                                       --------------------
                                                                                                       |                  |
                                                                                                    --------          --------
                                                                                                      409A-             409A-
                                              ----------------------------------------------------   Covered           Exempt
                                              |                                                        NQDC              NQDC
                                              |                                                     --------          --------
                                              |                                                                              |
          -------------------------------------------------------------------                          ----------------------
          |                    |                     |                       |                         |                   |
--------------------  --------------------  --------------------    --------------------          --------------     --------------
   Account Balance    Non-Account Balance      Separation Pay         Equity-Based and             Accrual Basis      Independent
        Plans                Plans                 Plans                 Other Plans                 Taxpayers        Contractors
1.409A-1(c)(2)(i)(A)  1.409A-1(c)(2)(i)(B)  1.409A-1(c)(2)(i)(C)    1.409A-1(c)(2)(i)(D)          1.409A-1(f)(2)     1.409A-1(f)(3)
--------------------  --------------------  --------------------    --------------------          --------------     --------------
</TABLE>

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                            Appendix B - 409A Regime

                     Appendix C - 409A Transition Elections

Notwithstanding  any  provision  of the Plan to the contrary but subject to Code
Section 409A and the 409A Regulations:

      1.    Participants  may cancel,  in part of in whole, a deferral  election
            with respect to amounts  deferred  under the Plan after December 31,
            2004 and  subject  to Code  Section  409A in  accordance  with  such
            procedures  as  may  be  established  by  the  Administrator.   Such
            cancellation  may be made with  respect to elective  or  nonelective
            deferred  compensation.  No cancellation election shall be effective
            unless it is received by the  Administrator  not later than December
            31, 2005.  Amounts subject to the cancellation  shall be included in
            the  Participant's  income in the taxable  year in which the amounts
            are earned and vested.

      2.    With respect to amounts  deferred under the Plan and subject to Code
            Section  409A,  Participants  may make a new payment  election  with
            respect to amounts deferred prior to the election in accordance with
            such procedures as may be established by the Administrator.  No such
            election   shall  be   effective   unless  it  is  received  by  the
            Administrator  not later than  December 31, 2006,  and a Participant
            may not in  calendar  year 2006  make a new  payment  election  with
            respect  to  amounts  payable  under  the Plan in 2006 or cause  any
            payments  under the Plan to be made in 2006 that would not otherwise
            be payable in 2006.

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Salary Deferral Cascade Class Appendix

I.    Contributions

      A.    Participant Deferral Contributions:  Any Class Eligible Employee may
            make an Initial  Deferral  Election to forgo  Calendar Year Eligible
            Compensation consisting of salary, and receive in exchange therefore
            Participant Deferral Contributions equal to the forgone salary.

      B.    Maximum Annual Deferral Amount: 100%

      C.    Minimum Annual Deferral Amount: $200

II.   Contribution Cascade Annuity Variables

      A.    Fixed Date Payment Triggers

            1.    Payment  Commencement Date: Last day of first calendar quarter
                  in second calendar year following the Service Year

            2.    Payment Frequency: Quarterly

            3.    Payment Number: 20

      B.    Indeterminable Payment Trigger Override

            1.    Mandatory Indeterminable Payment Triggers:

                  a.    Pre-Separation Death

                  b.    Post-Separation Death

                  c.    Severance

            2.    Voluntary Indeterminable Payment Triggers:

                  a.    Change in Control

                  b.    Retirement

            Notwithstanding the foregoing,  if with respect to a Benefit Payment
            a  Participant  timely elects one or more  Voluntary  Indeterminable
            Payment  Triggers,  the  Participant may at any time elect to revoke
            and cancel  any such  Voluntary  Payment  Trigger.  Such  revocation
            election shall be effective, however, only if it is made at least 12
            months prior to the occurrence of the Voluntary Payment Trigger that
            the Participant wishes to revoke and cancel.

III.  Vesting and Forfeiture: 100% Vested at all times

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IV.   Earnings:

      A.    Payment Subaccount Type: Variable

      B.    Allocator: Accountholder

      C.    Security Menu: see next page


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<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           Benefit
                                                                                                           Payment
                                        Liquidity     New Contribution     Administration  Reallocation      Fee       Security
  Security    CUSIP    Symbol   Class     Days       Allocation Default       Fee Ratio      Fee Ratio      Ratio   Classification
----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>        <C>          <C>                    <C>           <C>             <C>        <C>
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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                      Bonus Deferral Cascade Class Appendix

I.    Contributions

      A.    Participant Deferral Contributions:  Any Class Eligible Employee may
            make an Initial  Deferral  Election to forgo  Calendar Year Eligible
            Compensation   consisting  of  bonuses,   and  receive  in  exchange
            therefore  Participant  Deferral  Contributions equal to the forgone
            bonuses.

      B.    Maximum Annual Deferral Amount: 100%

      C.    Minimum Annual Deferral Amount: $2,000

II.   Contribution Cascade Annuity Variables

      A.    Fixed Date Payment Triggers

            1.    Payment  Commencement Date: Last day of first calendar quarter
                  in second calendar year following the Service Year

            2.    Payment Frequency: Quarterly

            3.    Payment Number: 20

      B.    Indeterminable Payment Trigger Override

            1.    Mandatory Indeterminable Payment Triggers:

                  a.    Pre-Separation Death

                  b.    Post-Separation Death

                  c.    Severance

            2.    Voluntary Indeterminable Payment Triggers:

            a.    Change in Control

            b.    Retirement

            Notwithstanding the foregoing,  if with respect to a Benefit Payment
            a  Participant  timely elects one or more  Voluntary  Indeterminable
            Payment  Triggers,  the  Participant may at any time elect to revoke
            and cancel  any such  Voluntary  Payment  Trigger.  Such  revocation
            election shall be effective, however, only if it is made at least 12
            months prior to the occurrence of the Voluntary Payment Trigger that
            the Participant wishes to revoke and cancel.

III.  Vesting and Forfeiture: 100% Vested at all times

IV.   Earnings:

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      A.    Payment Subaccount Type: Variable

      B.    Allocator: Accountholder

      C.    Security Menu: see next page

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<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           Benefit
                                                                                                           Payment
                                        Liquidity     New Contribution     Administration  Reallocation      Fee       Security
  Security    CUSIP    Symbol   Class     Days       Allocation Default       Fee Ratio      Fee Ratio      Ratio   Classification
----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>        <C>          <C>                    <C>           <C>             <C>        <C>
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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                     Salary Deferral Lump Sum Class Appendix

I.    Contributions

      A.    Participant Deferral Contributions:  Any Class Eligible Employee may
            make an Initial  Deferral  Election to forgo  Calendar Year Eligible
            Compensation consisting of salary, and receive in exchange therefore
            Participant Deferral Contributions equal to the forgone salary.

      B.    Maximum Annual Deferral Amount: 100%

      C.    Minimum Annual Deferral Amount: $200

II.   Lump Sum Payment

      A.    Fixed Date Payment Trigger

            1.    Payment  Date:  The  Payment  Date with  respect  to  Benefits
                  attributable to Contributions  for a Service Year shall be the
                  date  the  Participant   specifies  in  the  Initial  Deferral
                  Election

            2.    Payment Method: The Benefits attributable to Contributions for
                  a Service Year shall be paid on the Payment Date in a Lump Sum

      B.    Indeterminable Payment Trigger Override

            1.    Mandatory Indeterminable Payment Triggers:

                  a.    Pre-Separation Death

                  b.    Post-Separation Death

                  c.    Severance

            2.    Voluntary Indeterminable Payment Triggers:

                  a.    Change in Control

                  b.    Retirement

            Notwithstanding the foregoing,  if with respect to a Benefit Payment
            a  Participant  timely elects one or more  Voluntary  Indeterminable
            Payment  Triggers,  the  Participant may at any time elect to revoke
            and cancel  any such  Voluntary  Payment  Trigger.  Such  revocation
            election shall be effective, however, only if it is made at least 12
            months prior to the occurrence of the Voluntary Payment Trigger that
            the Participant wishes to revoke and cancel.

III.  Vesting and Forfeiture: 100% Vested at all times

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IV.   Earnings:

      A.    Payment Subaccount Type: Variable

      B.    Allocator: Accountholder

      C.    Security Menu: see next page

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<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           Benefit
                                                                                                           Payment
                                        Liquidity     New Contribution     Administration  Reallocation      Fee       Security
  Security    CUSIP    Symbol   Class     Days       Allocation Default       Fee Ratio      Fee Ratio      Ratio   Classification
----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>        <C>          <C>                    <C>           <C>             <C>        <C>
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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                     Bonus Deferral Lump Sum Class Appendix

I.    Contributions

      A.    Participant Deferral Contributions:  Any Class Eligible Employee may
            make an Initial  Deferral  Election to forgo  Calendar Year Eligible
            Compensation   consisting  of  bonuses,   and  receive  in  exchange
            therefore  Participant  Deferral  Contributions equal to the forgone
            bonuses.

      B.    Maximum Annual Deferral Amount: 100%

      C.    Minimum Annual Deferral Amount: $2,000

II.   Lump Sum Payment

      A.    Fixed Date Payment Trigger

            1.    Payment  Date:  The  Payment  Date with  respect  to  Benefits
                  attributable to Contributions  for a Service Year shall be the
                  date  the  Participant   specifies  in  the  Initial  Deferral
                  Election

            2.    Payment Method: The Benefits attributable to Contributions for
                  a Service Year shall be paid on the Payment Date in a Lump Sum

      B.    Indeterminable Payment Trigger Override

            1.    Mandatory Indeterminable Payment Triggers:

                  a.    Pre-Separation Death

                  b.    Post-Separation Death

                  c.    Severance

            2.    Voluntary Indeterminable Payment Triggers:

                  a.    Change in Control

                  b.    Retirement

            Notwithstanding the foregoing,  if with respect to a Benefit Payment
            a  Participant  timely elects one or more  Voluntary  Indeterminable
            Payment  Triggers,  the  Participant may at any time elect to revoke
            and cancel  any such  Voluntary  Payment  Trigger.  Such  revocation
            election shall be effective, however, only if it is made at least 12
            months prior to the occurrence of the Voluntary Payment Trigger that
            the Participant wishes to revoke and cancel.

III.  Vesting and Forfeiture: 100% Vested at all times

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IV.   Earnings:

      A.    Payment Subaccount Type: Variable

      B.    Allocator: Accountholder

      C.    Security Menu: see next page

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<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                           Benefit
                                                                                                           Payment
                                        Liquidity     New Contribution     Administration  Reallocation      Fee       Security
  Security    CUSIP    Symbol   Class     Days       Allocation Default       Fee Ratio      Fee Ratio      Ratio   Classification
----------------------------------------------------------------------------------------------------------------------------------
<S>            <C>      <C>      <C>        <C>          <C>                    <C>           <C>             <C>        <C>
----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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                                    Exhibit A
                            Initial Deferral Election

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                                    Exhibit B
                              Postponement Election


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