Exhibit 10.45


 


 


WILLIS LEASE FINANCE CORPORATION


 


DEFERRED COMPENSATION PLAN


 


 


Effective as of July 1, 2001


 


 


 





















 


TABLE OF CONTENTS


 


	
  Purpose

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1
  Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2
  Selection, Enrollment, Eligibility

  	
   

  
	
  2.1

  	
  Selection by Committee

  	
   

  
	
  2.2

  	
  Enrollment Requirements

  	
   

  
	
  2.3

  	
  Eligibility; Commencement of Participation

  	
   

  
	
  2.4

  	
  Termination of Participation and/or
  Deferrals

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3 Deferral Commitments/Company
  Matching/Crediting/Taxes

  	
   

  
	
  3.1

  	
  Amount of Deferrals

  	
   

  
	
  3.2

  	
  Election to Defer; Effect of Election Form

  	
   

  
	
  3.3

  	
  Withholding of Annual Deferral Amounts

  	
   

  
	
  3.4

  	
  Annual Company Matching Amount

  	
   

  
	
  3.5

  	
  Investment of Trust Assets

  	
   

  
	
  3.6

  	
  Vesting

  	
   

  
	
  3.7

  	
  Crediting/Debiting of Account Balances

  	
   

  
	
  3.8

  	
  FICA and Other Taxes

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4 Short-Term Payout;
  Unforeseeable Financial Emergencies; Withdrawal Election

  	
   

  
	
  4.1

  	
  Short-Term Payout

  	
   

  
	
  4.2

  	
  Other Benefits Take Precedence Over
  Short-Term

  	
   

  
	
  4.3

  	
  Withdrawal Payout for Unforeseeable
  Financial Emergencies

  	
   

  
	
  4.4

  	
  Withdrawal Election

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5 Retirement Benefit

  	
   

  
	
  5.1

  	
  Retirement Benefit

  	
   

  
	
  5.2

  	
  Payment of Retirement Benefit

  	
   

  
	
  5.3

  	
  Death Prior to Completion of Retirement
  Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6 Pre-Retirement Survivor
  Benefit

  	
   

  
	
  6.1

  	
  Pre-Retirement Survivor Benefit

  	
   

  
	
  6.2

  	
  Payment of Pre-Retirement Survivor Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7 Termination Benefit

  	
   

  
	
  7.1

  	
  Termination Benefit

  	
   

  
	
  7.2

  	
  Payment of Termination Benefit

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8 Disability Waiver and
  Benefit

  	
   

  
	
  8.1

  	
  Disability Waiver

  	
   

  
	
  8.2

  	
  Continued Eligibility; Disability Benefit

  	
   

  



 


i





















 


	
  ARTICLE 9 Beneficiary Designation

  	
   

  
	
  9.1

  	
  Beneficiary

  	
   

  
	
  9.2

  	
  Beneficiary Designation; Change; Spousal
  Consent

  	
   

  
	
  9.3

  	
  Acknowledgment

  	
   

  
	
  9.4

  	
  No Beneficiary Designation

  	
   

  
	
  9.5

  	
  Doubt as to Beneficiary

  	
   

  
	
  9.6

  	
  Discharge of Obligations

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10 Leave of Absence

  	
   

  
	
  10.1

  	
  Paid Leave of Absence

  	
   

  
	
  10.2

  	
  Unpaid Leave of Absence

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11 Termination, Amendment or
  Modification

  	
   

  
	
  11.1

  	
  Termination

  	
   

  
	
  11.2

  	
  Amendment

  	
   

  
	
  11.3

  	
  Plan Agreement

  	
   

  
	
  11.4

  	
  Effect of Payment

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12 Administration

  	
   

  
	
  12.1

  	
  Committee Duties

  	
   

  
	
  12.2

  	
  Administration Upon Change in Control

  	
   

  
	
  12.3

  	
  Agents

  	
   

  
	
  12.4

  	
  Binding Effect of Decisions

  	
   

  
	
  12.5

  	
  Indemnity of Committee

  	
   

  
	
  12.6

  	
  Employer Information

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13 Other Benefits and
  Agreements

  	
   

  
	
  13.1

  	
  Coordination with Other Benefits

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14 Claims Procedures

  	
   

  
	
  14.1

  	
  Presentation of Claim

  	
   

  
	
  14.2

  	
  Notification of Decision

  	
   

  
	
  14.3

  	
  Review of a Denied Claim

  	
   

  
	
  14.4

  	
  Decision on Review

  	
   

  
	
  14.5

  	
  Legal Action

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 15 Trust

  	
   

  
	
  15.1

  	
  Establishment of the Trust

  	
   

  
	
  15.2

  	
  Interrelationship of the Plan and the Trust

  	
   

  
	
  15.3

  	
  Distributions From the Trust

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLE 16 Miscellaneous

  	
   

  
	
  16.1

  	
  Status of Plan

  	
   

  
	
  16.2

  	
  Unsecured General Creditor

  	
   

  
	
  16.3

  	
  Employer’s Liability

  	
   

  
	
  16.4

  	
  Nonassignability

  	
   

  
	
  16.5

  	
  Not a Contract of Employment

  	
   

  



 


ii





















 


	
  16.6

  	
  Furnishing Information

  	
   

  
	
  16.7

  	
  Terms

  	
   

  
	
  16.8

  	
  Captions

  	
   

  
	
  16.9

  	
  Governing Law

  	
   

  
	
  16.10

  	
  Notice

  	
   

  
	
  16.11

  	
  Successors

  	
   

  
	
  16.12

  	
  Spouse’s Interest

  	
   

  
	
  16.13

  	
  Validity

  	
   

  
	
  16.14

  	
  Incompetent

  	
   

  
	
  16.15

  	
  Court Order

  	
   

  
	
  16.16.

  	
  Distribution in the Event of Taxation

  	
   

  
	
  16.17

  	
  Insurance

  	
   

  
	
  16.18

  	
  Legal Fees to
  Enforce Rights After Change in Control

  	
   

  



 


iii





















 


WILLIS LEASE FINANCE CORPORATION


DEFERRED COMPENSATION PLAN


Effective as of July 1, 2001


 


Purpose


 


The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees who contribute materially
to the continued growth, development and future business success of Willis
Lease Finance Corporation and its subsidiaries, if any, that sponsor this
Plan.  This Plan shall be unfunded for
tax purposes and for purposes of Title I of ERISA.  This document sets forth the terms and
conditions of the Plan, effective as of July 1, 2001.


 


ARTICLE 1

Definitions


 


For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:


 


1.1                                             “Account
Balance” shall mean, with respect to a Participant, a credit on the records of
the Employer equal to the sum of (i) the Deferral Account balance, and (ii) the
vested Company Matching Account balance. 
The Account Balance, and each other specified account balance, shall be
a bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or
his or her designated Beneficiary, pursuant to this Plan.


 


1.2                                             “Annual
Bonus” shall mean any compensation, in addition to Base Annual Salary relating
to services performed during any calendar year, whether or not paid in such
calendar year or included on the Federal Income Tax Form W-2 for such
calendar year, payable to a Participant as an Employee under any Employer’s
annual bonus and cash incentive plans, excluding stock options, or as
commissions.  For the first Plan Year
only, the Annual Bonus shall include any bonus amounts paid in respect of
services performed during the 2001 calendar year.


 


1.3                                             “Annual
Company Matching Amount” for any one Plan Year shall be the amount determined
in accordance with Section 3.4.


 


1.4                                             “Annual
Deferral Amount” shall mean that portion of a Participant’s Base Annual Salary
and Annual Bonus that a Participant elects to have, and is deferred, in
accordance with Article 3, for any one Plan Year.  In the event of a Participant’s Retirement,
Disability (if deferrals cease in accordance with Section 8.1), death or a
Termination of Employment prior to the end of a Plan Year, such year’s Annual Deferral
Amount shall be the actual amount withheld prior to such event.


 


1.5                                             “Annual
Installment Method” shall be an annual installment payment over the number of
years selected by the Participant in accordance with this Plan, calculated as
follows: The Account Balance of the Participant shall be calculated as of the
close of business on the last business day of the year.  The annual installment for the next-following
year shall be calculated by multiplying this balance by a fraction, the
numerator of which is one, and the denominator of which is the remaining number
of annual payments due the Participant. 
By way of example, if


 


	
  Willis
  Lease Finance Corporation

  	
   

  	
   

  
	
  Deferred
  Compensation Plan

  	
   

  	
   

  



 


1





















 


the Participant elects a 10 year Annual Installment Method, the first
payment shall be 1/10 of the Account Balance, calculated as described in this
definition.  The following year, the
payment shall be 1/9 of the Account Balance, calculated as described in this definition.  Each annual installment shall be paid on or
as soon as practicable after the last business day of the applicable year.


 


1.6                                             “Base
Annual Salary” shall mean the annual base salary payable to the Participant
relating to services performed during any calendar year, whether or not paid in
such calendar year or included on the Federal Income Tax Form W-2 for such
calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock
options, relocation expenses, incentive payments, non-monetary awards,
directors fees and other fees, automobile and other allowances paid to a
Participant for employment services rendered (whether or not such allowances
are included in the Employee’s gross income). Base Annual Salary shall be
calculated before reduction for compensation voluntarily deferred or
contributed by the Participant pursuant to all qualified or non-qualified plans
of any Employer and shall be calculated to include amounts not otherwise
included in the Participant’s gross income under Code Sections 125, 402(e)(3),
402(h), or 403(b) pursuant to plans established by any Employer; provided,
however, that all such amounts will be included in compensation only to the
extent that, had there been no such plan, the amount would have been payable in
cash to the Employee.


 


1.7                                             “Beneficiary”
shall mean one or more persons, trusts, estates or other entities, designated
in accordance with Article 9, that are entitled to receive benefits under
this Plan upon the death of a Participant.


 


1.8                                             “Beneficiary
Designation Form” shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee to
designate one or more Beneficiaries.


 


1.9                                             “Board”
shall mean the board of directors of the Company.


 


1.10                                       “Change
in Control” shall mean with respect to the Company the first to occur of any of
the following events:


 


(a)                                  any
“person” (as such term is used in Section 13(d) and 14 (d) of
the Securities Exchange Act of 1934, as amended), other than Charles F. Willis
IV or an Affiliate of Charles F. Willis IV, is or becomes the “beneficial owner”
(as defined in Rule 13d-3 under said Act), directly or indirectly, of
securities of the Company representing at least fifty percent (50%) of the
total voting power represented by the Company’s then outstanding voting
securities;


 


(b)                                 the
stockholder of the Company approve a merger or consolidation of the Company
with any other corporation, other than a merger of consolidation which would
result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least fifty (50%)
of the total voting power represented by the voting securities of the Company
or such surviving entity outstanding immediately after such a merger or
consolidation, or the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company or an agreement for the sale or
disposition by the Company or all or substantially all of the


 


2





















 


Company’s assets, provided, however, that if such merger,
consolidation, liquidation, dissolution, sale or disposition does not
subsequently close, a Change in Control shall not be deemed to have occurred;
or


 


(c)                                  individuals
who are directors of the Company as of the date hereof cease for any reason to
constitute a majority of the Board unless such change(s) is approved by a
majority of the directors of the Company who serve on the Board as of the date
hereof or who have been previously approved by a majority of the directors of
the Company.


 


For purposes of this Section 1.10, “Affiliate” shall mean, with
respect to a person, a person that directly or indirectly through one or more
intermediaries controls, is controlled by, or is under common control with such
person.


 


1.11                                       “Claimant”
shall have the meaning set forth in Section 14.1.


 


1.12                                       “Code”
shall mean the Internal Revenue Code of 1986, as it may be amended from time to
time.


 


1.13                                       “Committee”
shall mean the committee described in Article 12.


 


1.14                                       “Company”
shall mean Willis Lease Finance Corporation and any successor to all or
substantially all of the Company’s assets or business.


 


1.15                                       “Company
Matching Account” shall mean (i) the sum of all of a Participant’s Annual
Company Matching Amounts, plus (ii) amounts credited in accordance with
all the applicable crediting provisions of this Plan that relate to the
Participant’s Company Matching Account, less (iii) all distributions made
to the Participant or his or her Beneficiary pursuant to this Plan that relate
to the Participant’s Company Matching Account.


 


1.16                                       “Deferral
Account” shall mean (i) the sum of all of a Participant’s Annual Deferral
Amounts, plus (ii) amounts credited in accordance with all the applicable
crediting provisions of this Plan that relate to the Participant’s Deferral
Account, less (iii) all distributions made to the Participant or his or
her Beneficiary pursuant to this Plan that relate to his or her Deferral
Account.


 


1.17                                       “Deduction
Limitation” shall mean the following described limitation on a benefit that may
otherwise be distributable pursuant to the provisions of this Plan.  Except as otherwise provided, this limitation
shall be applied to all distributions that are “subject to the Deduction
Limitation” under this Plan.  If an
Employer determines in good faith prior to a Change in Control that there is a
reasonable likelihood that any compensation paid to a Participant for a taxable
year of the Employer would not be deductible by the Employer solely by reason
of the limitation under Code Section 162(m), then to the extent deemed
necessary by the Employer to ensure that the entire amount of any distribution
to the Participant pursuant to this Plan prior to the Change in Control is
deductible, the Employer, at the direction of the Committee, may defer all or
any portion of a distribution under this Plan. 
Any amounts deferred pursuant to this limitation shall continue to be
credited/debited with additional amounts in accordance with Section 3.10
below, even if such amount is being paid out in installments.  The amounts so deferred and amounts credited
thereon shall be distributed to the Participant or his or her Beneficiary (in
the event of the Participant’s death) at the earliest possible date, as
determined


 


3





















 


by the Employer in good faith, on which the deductibility of
compensation paid or payable to the Participant for the taxable year of the
Employer during which the distribution is made will not be limited by Section 162(m),
or if earlier, the effective date of a Change in Control.  Notwithstanding anything to the contrary in
this Plan, the Deduction Limitation shall not apply to any distributions made
after a Change in Control.


 


1.18                                       “Disability”
shall mean a period of disability during which a Participant qualifies for
disability benefits under the Company’s long-term disability plan.


 


1.19                                       “Disability
Benefit” shall mean the benefit set forth in Article 8.


 


1.20                                       “Election
Form” shall mean the form established from time to time by the Committee that a
Participant completes, signs and returns to the Committee to make an election
under the Plan.


 


1.21                                       “Employee”
shall mean a person who is an employee of any Employer.


 


1.22                                       “Employer(s)”
shall mean the Company and/or any of its subsidiaries or joint ventures (now in
existence or hereafter formed or acquired) that have been selected by the Board
to participate in the Plan and have adopted the Plan as a sponsor.


 


1.23                                       “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as it may be
amended from time to time.


 


1.24                                       “401(k)
Plan” shall mean the Company’s 401(k) plan.


 


1.25                                       “Participant”
shall mean any Employee (i) who is selected to participate in the Plan, (ii) who
elects to participate in the Plan, (iii) who signs a Plan Agreement, an
Election Form and a Beneficiary Designation Form, (iv) whose signed
Plan Agreement, Election Form and Beneficiary Designation Form are
accepted by the Committee, (v) who commences participation in the Plan,
and (vi) whose Plan Agreement has not terminated.  A spouse or former spouse of a Participant
shall not be treated as a Participant in the Plan or have an account balance
under the Plan, even if he or she has an interest in the Participant’s benefits
under the Plan as a result of applicable law or property settlements resulting
from legal separation or divorce.


 


1.26                                       “Plan”
shall mean the Willis Lease Finance Corporation Deferred Compensation Plan
which shall be evidenced by this instrument and by each Plan Agreement, as they
may be amended from time to time.


 


1.27                                       “Plan
Agreement” shall mean a written agreement, as may be amended from time to time,
which is entered into by and between an Employer and a Participant.  Each Plan Agreement executed by a Participant
and the Participant’s Employer shall provide for the entire benefit to which
such Participant is entitled under the Plan; should there be more than one Plan
Agreement, the Plan Agreement bearing the latest date of acceptance by the
Employer shall supersede all previous Plan Agreements in their entirety and
shall govern such entitlement.  The terms
of any Plan Agreement may be different for any Participant, and any Plan
Agreement may, among other things, provide additional benefits not set forth in
the Plan or limit the benefits otherwise provided under the Plan; provided,
however, that any such additional benefits or benefit limitations must be
agreed to by both the Employer and the Participant.


 


4





















 


1.28                                       “Plan
Year” shall mean a period beginning on January 1 of each calendar year and
continuing through December 31 of such calendar year, except for the first
Plan Year which shall be the six month period beginning July 1, 2001.


 


1.29                                       “Pre-Retirement
Survivor Benefit” shall mean the benefit set forth in Article 6.


 


1.30                                       “Retirement”,
“Retire(s)” or “Retired” shall mean, with respect to an Employee, severance
from employment from all Employers for any reason other than a leave of
absence, death or Disability on or after the earlier of the attainment of (a) age
sixty-five (65) with five (5) Years of Service, or (b) age fifty-five
(55) with ten (10) Years of Service.


 


1.31                                       “Retirement
Benefit” shall mean the benefit set forth in Article 5.


 


1.32                                       “Short-Term
Payout” shall mean the payout set forth in Section 4.1.


 


1.33                                       “Termination
Benefit” shall mean the benefit set forth in Article 7.


 


1.34                                       “Termination
of Employment” shall mean the severance of employment with all Employers,
voluntarily or involuntarily, for any reason other than Retirement, Disability,
death or an authorized leave of absence.


 


1.35                                       “Trust”
shall mean one or more grantor trusts established by the Company.


 


1.36                                       “Unforeseeable
Financial Emergency” shall mean an unanticipated emergency that is caused by an
event beyond the control of the Participant that would result in severe
financial hardship to the Participant resulting from (i) a sudden and
unexpected illness or accident of the Participant or a dependent (as defined in
Code Section 152(a)) of the Participant, (ii) a loss of the
Participant’s property due to casualty, or (iii) such other extraordinary
and unforeseeable circumstances arising as a result of events beyond the
control of the Participant, all as determined in the sole discretion of the
Committee.


 


1.37                                       “Years
of Service” shall mean the total number of full years in which a Participant
has been employed by one or more Employers. 
For purposes of this definition, a year of employment shall be a 365 day
period (or 366 day period in the case of a leap year) that, for the first year
of employment, commences on the Employee’s date of hiring and that, for any
subsequent year, commences on an anniversary of that hiring date.  Any partial year of employment shall not be
counted.


 


5





















 


ARTICLE 2

Selection, Enrollment, Eligibility


 


2.1                                             Selection by Committee.  Participation in the Plan shall be limited to
a select group of management and highly compensated Employees of the Employers,
as determined by the Committee in its sole discretion.  From that group, the Committee shall select,
in its sole discretion, Employees to participate in the Plan.


 


2.2                                             Enrollment Requirements.  As a condition to participation in the Plan,
each selected Employee shall complete, execute and return to the Committee a
Plan Agreement, an Election Form and a Beneficiary Designation Form, all
within 30 days after he or she is selected to participate in the Plan, and in
no event later than the day before the effective date of the Participant’s
commencement of participation in the Plan. 
In addition, the Committee shall establish from time to time such other
enrollment requirements as it determines in its sole discretion are necessary.


 


2.3                                             Eligibility; Commencement of Participation.  Provided an Employee selected to participate
in the Plan has met all enrollment requirements set forth in this Plan and
required by the Committee, including returning all required documents to the
Committee within the specified time period, that Employee shall commence
participation in the Plan on the first day of the month following the month in
which the Employee completes all enrollment requirements.  If an Employee fails to meet all such
requirements within the period required, in accordance with Section 2.2,
that Employee shall not be eligible to participate in the Plan until the first
day of the Plan Year following the delivery to and acceptance by the Committee
of the required documents.


 


2.4                                             Termination of Participation and/or Deferrals.  If the Committee determines in good faith
that a Participant no longer qualifies as a member of a select group of
management or highly compensated employees, as membership in such group is
determined in accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA, the Committee shall have the right, in its sole discretion, to (i) terminate
any deferral election the Participant has made for the remainder of the Plan
Year in which the Participant’s membership status changes, (ii) prevent
the Participant from making future deferral elections and/or (iii) immediately
distribute the Participant’s then Account Balance as a Termination Benefit and
terminate the Participant’s participation in the Plan.


 


6





















 


ARTICLE 3

Deferral Commitments/Company Matching/Crediting/Taxes


 


3.1                                             Amount of Deferrals.


 


For each Plan Year, a
Participant may elect to defer, as his or her Annual Deferral Amount, Base
Annual Salary and Annual Bonus up to the following maximum percentages for each
deferral elected:


 


	
  Deferral

  	
   

  	
  Maximum Amount

  
	
  Base Annual Salary

  	
   

  	
  80%

  
	
  Annual Bonus

  	
   

  	
  100%

  



 


Notwithstanding the foregoing,
with respect to the first Plan Year of the Plan or for any Plan Year where a
Participant first becomes a Participant after the first day of a Plan Year, the
maximum Annual Deferral Amount, with respect to both Base Annual Salary and
Annual Bonus, shall be limited to the amount of compensation not yet earned by
the Participant as of the date the Participant submits a Plan Agreement and
Election Form to the Committee for acceptance.


 


3.2                                 Election to Defer; Effect of Election Form.


 


(a)                                  First Plan Year.  In connection with a Participant’s
commencement of participation in the Plan, as amended and restated herein, the
Participant shall make an irrevocable deferral election for the Plan Year in
which the Participant commences participation in the Plan, along with such
other elections as the Committee deems necessary or desirable under the
Plan.  For these elections to be valid,
the Election Form must be completed and signed by the Participant, timely
delivered to the Committee (in accordance with Section 2.2 above) and
accepted by the Committee.


 


(b)                                 Subsequent Plan Years.  For each succeeding Plan Year, an irrevocable
deferral election for that Plan Year, and such other elections as the Committee
deems necessary or desirable under the Plan, shall be made by timely delivering
to the Committee, in accordance with its rules and procedures, before the
end of the Plan Year preceding the Plan Year for which the election is made, a
new Election Form. If no such Election Form is timely delivered for a Plan
Year, the Annual Deferral Amount shall be zero for that Plan Year.


 


3.3                                             Withholding of Annual Deferral Amounts.  For each Plan Year, the Base Annual Salary
portion of the Annual Deferral Amount shall be withheld from each regularly
scheduled Base Annual Salary payroll in equal amounts, as adjusted from time to
time for increases and decreases in Base Annual Salary.  The Annual Bonus portion of the Annual
Deferral Amount shall be withheld at the time the Annual Bonus is or otherwise
would be paid to the Participant, whether or not this occurs during the Plan
Year itself.


 


3.4                                             Annual Company Matching Amount.  A Participant’s Annual Company Matching
Amount for any Plan Year shall be as determined by the Committee each year in
its discretion.


 


7





















 


3.5                                             Investment of Trust Assets.  The Trustee of the Trust shall be authorized,
upon written instructions received from the Committee or investment manager
appointed by the Committee, to invest and reinvest the assets of the Trust in
accordance with the applicable Trust Agreement.


 


3.6                                             Vesting.


 


(a)                                  A
Participant shall at all times be 100% vested in his or her Deferral Account.


 


(b)                                 A
Participant shall be vested in his or her Company Matching Account in
accordance with the following schedule, or as otherwise provided in a
Participant’s individual Plan Agreement:


 


 


	
  Years of Service on Date

  of Termination of Employment

  	
   

  	
  Vested Percentage of

  Company Matching Account

  
	
  Less than 6 years

  	
   

  	
  0%

  
	
  6 years

  	
   

  	
  33.33%

  
	
  7 years

  	
   

  	
  66.67%

  
	
  8 years or more

  	
   

  	
  100%

  



 


(c)                                  Notwithstanding
paragraph (b), a Participant shall be 100% vested in his or her Company
Matching Account if (1) the Participant attains Retirement age while an
Employee, (2) the Participant dies while an Employee, or (3) there is
a Change in Control while the Participant is an Employee, except as otherwise
provided in a Participant’s individual Plan Agreement.


 


3.7                                             Crediting/Debiting of Account Balances.  In accordance with, and subject to, the rules and
procedures that are established from time to time by the Committee, in its sole
discretion, amounts shall be credited or debited to a Participant’s Account
Balance in accordance with the following rules:


 


(a)                                  Election of Measurement Funds.  A Participant, in connection with his or her
initial deferral election in accordance with Section 3.2(a) above,
shall elect, on the Election Form, one or more Measurement Fund(s) (as
described in Section 3.7(c) below) to be used to determine the
additional amounts to be credited to his or her Account Balance for the first
pay period in which the Participant commences participation in the Plan and
continuing thereafter for each subsequent pay period in which the Participant
participates in the Plan, unless changed in accordance with the next
sentence.  The Participant may (but is
not required to) elect, by submitting an Election Form to the Committee
that is accepted by the Committee, to add or delete one or more Measurement
Fund(s) to be used to determine the additional amounts to be credited to his or
her Account Balance, or to change the portion of his or her Account Balance
allocated to each previously or newly elected Measurement Fund. If an election
is made in accordance with the previous sentence, it shall apply upon its
acceptance by the Committee in its discretion and continue thereafter until
again changed in accordance with the previous sentence.


 


8





















 


(b)                                 Proportionate Allocation.  In making any election described in Section 3.7(a) above,
the Participant shall specify on the Election Form, in increments of one
percentage point (1%), the percentage of his or her Account Balance to be
allocated to a Measurement Fund (as if the Participant was making an investment
in that Measurement Fund with that portion of his or her Account Balance).


 


(c)                                  Measurement Funds.  The Participant may elect one or more of the
measurement funds (the “Measurement Funds”) for the purpose of crediting
additional amounts to his or her Account Balance, which funds shall be those
available from time to time under the Willis 401(k) Plan.


 


As necessary,
the Committee may, in its sole discretion, discontinue, substitute or add a
Measurement Fund.  Each such action will
take effect as of the date selected by the Committee.


 


(d)                                 Crediting or Debiting Method.  The performance of each elected Measurement
Fund (either positive or negative) will be determined by the Committee, in its
reasonable discretion, based on the performance of the Measurement Funds
themselves.  A Participant’s Account
Balance shall be credited or debited on a daily basis based on the performance
of each Measurement Fund selected by the Participant, as determined by the
Committee in its sole discretion, as though (i) a Participant’s
Account Balance were invested in the Measurement Fund(s) selected by the
Participant, in the percentages applicable to such amounts, as of the close of
business on the previous day, at the closing price on such date; (ii) the
portion of the Annual Deferral Amount that was actually credited on that day,
if any, were invested in the Measurement Fund(s) selected by the Participant, in
the percentages applicable to such Annual Deferral Amount, as of the close of
business on such day, at the closing price on such date; and (iii) any
distribution made to a Participant that decreases such Participant’s Account
Balance ceased being invested in the Measurement Fund(s), in the percentages
applicable to such amounts, as of the close of business on such date.  A Participant’s Annual Company Matching
Amount shall be credited to his or her Account Balance for purposes of this Section 3.7(d) at
the same time and in the same manner as the Annual Deferral Amount to which it
relates.


 


(e)                                  No Actual Investment.  Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement Funds are to be
used for measurement purposes only, and a Participant’s election of any such
Measurement Fund, the allocation to his or her Account Balance thereto, the
calculation of additional amounts and the crediting or debiting of such amounts
to a Participant’s Account Balance shall  not be considered or
construed in any manner as an actual investment of his or her Account Balance
in any such Measurement Fund.  In the
event that the Company or the Trustee (as that term is defined in the Trust),
in its own discretion, decides to invest funds in any or all of the Measurement
Funds, no Participant shall have any rights in or to such investments
themselves.  Without limiting the
foregoing, a Participant’s Account Balance shall at all times be a bookkeeping
entry only and shall not represent any investment made on his or her behalf by
the Company or the Trust; the Participant shall at all times remain an
unsecured creditor of the Company.


 


9





















 


3.8                                             FICA and Other Taxes.


 


(a)                                  Annual Deferral Amounts.  For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Participant’s
Employer(s) shall withhold from that portion of the Participant’s Base Annual
Salary and Bonus that is not being deferred, in a manner determined by the
Employer(s), the Participant’s share of FICA and other employment taxes on such
Annual Deferral Amount.  If necessary,
the Committee may reduce the Annual Deferral Amount in order to comply with
this Section 3.8.


 


(b)                                 Company Matching Amounts.  When a participant becomes vested in a
portion of his or her Company Matching Account, the Participant’s Employer(s)
shall withhold from the Participant’s Base Annual Salary and/or Bonus that is
not deferred, in a manner determined by the Employer(s), the Participant’s
share of FICA and other employment taxes. 
If necessary, the Committee may reduce the vested portion of the
Participant’s Company Matching Account in order to comply with this Section 3.8.


 


(c)                                  Distributions.  The Participant’s Employer(s), or the trustee
of the Trust, shall withhold from any payments made to a Participant under this
Plan all federal, state and local income, employment and other taxes required
to be withheld by the Employer(s), or the trustee of the Trust, in connection
with such payments, in amounts and in a manner to be determined in the sole
discretion of the Employer(s) and the trustee of the Trust.


 


10





















 


ARTICLE 4

Short-Term Payout; Unforeseeable Financial Emergencies;

Withdrawal Election


 


4.1                                             Short-Term Payout.  Subject to the Deduction Limitation, in
connection with each election to defer an Annual Deferral Amount, a Participant
may irrevocably elect to receive a future “Short-Term Payout” from the Plan
with respect to such Annual Deferral Amount. 
Subject to the Deduction Limitation, the Short-Term Payout shall be a
lump sum payment in an amount that is equal to the Annual Deferral Amount plus
amounts credited or debited in the manner provided in Section 3.7 above on
that amount, determined at the time that the Short-Term Payout becomes payable
(rather than the date of a Termination of Employment).  Subject to the terms and conditions of this
Plan, each Short-Term Payout elected shall be paid out during a 60 day period
commencing immediately after the last day of any Plan Year designated by the
Participant that is at least three (3) Plan Years after the Plan Year in
which the Annual Deferral Amount is actually deferred.


 


4.2                                             Other Benefits Take Precedence Over Short-Term.  Should an event occur that triggers a benefit
under Article 5, 6, 7 or 8, any Annual Deferral Amount, plus amounts
credited or debited thereon, that is subject to a Short-Term Payout election
under Section 4.1 shall not be paid in accordance with Section 4.1
but shall be paid in accordance with the other applicable Article.


 


4.3                                             Withdrawal Payout for Unforeseeable Financial
Emergencies.  If the
Participant experiences an Unforeseeable Financial Emergency, the Participant
may petition the Committee to receive a partial or full payout from the
Plan.  The payout shall not exceed the
lesser of the Participant’s Account Balance, calculated as if such Participant
were receiving a Termination Benefit, or the amount reasonably needed to
satisfy the Unforeseeable Financial Emergency and shall be paid without penalty
or forfeiture.  If, subject to the sole
discretion of the Committee, the petition for a payout is approved, such payout
shall be made within 60 days of the date of approval.


 


4.4                                             Withdrawal Election.  A Participant may elect, at any time, to
withdraw all of his or her Account Balance, calculated as if there had occurred
a Termination of Employment as of the day of the election, less a withdrawal
penalty equal to 10% of such amount (the net amount shall be referred to as the
“Withdrawal Amount”).  This election can
be made at any time, before or after Retirement, Disability, death or
Termination of Employment, and whether or not the Participant is in the process
of being paid pursuant to an installment payment schedule.  If made before Retirement, Disability or
death, a Participant’s Withdrawal Amount shall be all or a portion of his or
her Account Balance calculated as if there had occurred a Termination of
Employment as of the day of the election. 
The Participant shall make this election by giving the Committee advance
written notice of the election in a form determined from time to time by the
Committee. The Participant shall be paid the Withdrawal Amount within
60 days of his or her election. 
Once the Withdrawal Amount is paid, the Participant’s participation in
the Plan shall be suspended during the Plan Year in which the withdrawal occurs
and the next-following Plan Year.  The
payment of this Withdrawal Amount shall not be subject to the Deduction Limitation.


 


11





















 


ARTICLE 5

Retirement Benefit


 


5.1                                             Retirement Benefit.  Subject to the Deduction Limitation, a
Participant who Retires shall receive as a Retirement Benefit his or her
Account Balance.


 


5.2                                             Payment of Retirement Benefit.  A Participant, in connection with his or her
commencement of participation in the Plan, shall elect on an Election Form to
receive the Retirement Benefit in a lump sum or pursuant to an Annual
Installment Method of 5, 10 or 15 years. 
The Participant may annually change his or her election to an allowable
alternative payout period by submitting a new Election Form to the
Committee, provided that any such Election Form is submitted at least one (1) year
prior to the Participant’s Retirement and is accepted by the Committee in its
sole discretion.  The Election Form most
recently accepted by the Committee shall govern the payout of the Retirement
Benefit.  If a Participant does not make
any election with respect to the payment of the Retirement Benefit, then such
benefit shall be payable in a lump sum. 
The lump sum payment shall be made, or installment payments shall
commence, no later than 60 days after the last day of the Plan Year in
which the Participant Retires.  Any
payment made shall be subject to the Deduction Limitation.


 


Notwithstanding
any other provision of the Plan to the contrary, the Participant’s Account
shall be paid in the form of a lump sum if such Account is less than $25,000 as
of the date the Participant Retires.


 


5.3                                             Death Prior to Completion of Retirement Benefit.  If a Participant dies after Retirement but
before the Retirement Benefit is paid in full, the Participant’s unpaid
Retirement Benefit payments shall continue and shall be paid to the Participant’s
Beneficiary over the remaining number of years and in the same amounts as that
benefit would have been paid to the Participant had the Participant survived.


 


12





















 


ARTICLE 6

Pre-Retirement Survivor Benefit


 


6.1                                             Pre-Retirement Survivor Benefit.  The Participant’s Beneficiary shall receive a
Pre-Retirement Survivor Benefit equal to the Participant’s Account Balance if
the Participant dies before he or she Retires, experiences a Termination of
Employment or suffers a Disability.


 


6.2                                             Payment of Pre-Retirement Survivor Benefit.  A Participant, in connection with his or her
commencement of participation in the Plan, shall elect on an Election Form whether
the Pre-Retirement Survivor Benefit shall be received by his or her Beneficiary
in a lump sum or pursuant to an Annual Installment Method of 5, 10 or 15
years.  The Participant may annually
change this election to an allowable alternative payout period by submitting a
new Election Form to the Committee, which form must be accepted by the
Committee in its sole discretion.  The
Election Form most recently accepted by the Committee prior to the
Participant’s death shall govern the payout of the Participant’s Pre-Retirement
Survivor Benefit.  If a Participant does
not make any election with respect to the payment of the Pre-Retirement
Survivor Benefit, then such benefit shall be paid in a lump sum.  Despite the foregoing, if the Participant’s
Account Balance at the time of his or her death is less than $25,000, payment
of the Pre-Retirement Survivor Benefit shall be made in the form of a lump
sum.  The lump sum payment shall be made,
or installment payments shall commence, no later than 60 days after the last
day of the Plan Year in which the Committee is provided with proof that is satisfactory
to the Committee of the Participant’s death. 
Any payment made shall be subject to the Deduction Limitation.


 


13





















 


ARTICLE 7

Termination Benefit


 


7.1                                             Termination Benefit.  Subject to the Deduction Limitation, the
Participant shall receive a Termination Benefit which shall be equal to the
Participant’s Account Balance if a Participant experiences a Termination of
Employment prior to his or her Retirement, death or Disability.


 


7.2                                             Payment of Termination Benefit.  Payment of a Participant’s Termination
Benefit shall be in a lump sum paid no later than 60 days after the end of the
Plan Year during which the Participant experiences the Termination of
Employment.  Any payment made shall be
subject to the Deduction Limitation.


 


14





















 


ARTICLE 8

Disability Waiver and Benefit


 


8.1                                             Disability Waiver.


 


(a)                                  Waiver of Deferral.  A Participant who is determined by the
Committee to be suffering from a Disability shall be excused from fulfilling
that portion of the Annual Deferral Amount commitment that would otherwise have
been withheld from a Participant’s Base Annual Salary and/or Annual Bonus for
the Plan Year during which the Participant first suffers a Disability.  During the period of Disability, the
Participant shall not be allowed to make any additional deferral elections, but
will continue to be considered a Participant for all other purposes of this
Plan.


 


(b)                                 Return to Work.  If a Participant returns to employment with
an Employer after a Disability ceases, the Participant may elect to defer an
Annual Deferral Amount for the Plan Year following his or her return to
employment or service and for every Plan Year thereafter while a Participant in
the Plan; provided such deferral elections are otherwise allowed and an
Election Form is delivered to and accepted by the Committee for each such
election in accordance with Section 3.2 above.


 


8.2                                             Continued Eligibility; Disability Benefit.  A Participant suffering a Disability shall,
for benefit purposes under this Plan, continue to be considered to be employed
and shall be eligible for the benefits provided for in Articles 4, 5, 6
or 7 in accordance with the provisions of those Articles.  Notwithstanding the above, the Committee
shall have the right to, in its sole and absolute discretion and for purposes
of this Plan only, deem the Participant to have experienced a Termination of
Employment, or in the case of a Participant who is eligible to Retire, to have
Retired, at any time (or in the case of a Participant who is eligible to
Retire, as soon as practicable) after such Participant is determined to be
suffering a Disability, in which case the Participant shall receive a
Disability Benefit equal to his or her Account Balance at the time of the
Committee’s determination; provided, however, that should the Participant
otherwise have been eligible to Retire, he or she shall be paid in accordance
with Article 5.  The Disability
Benefit shall be paid in a lump sum within 60 days of the Committee’s exercise
of such right.  Any payment made shall be
subject to the Deduction Limitation.


 


15





















 


ARTICLE 9

Beneficiary Designation


 


9.1                                             Beneficiary.  Each Participant shall have the right, at any
time, to designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a beneficiary
upon the death of a Participant.  The
Beneficiary designated under this Plan may be the same as or different from the
Beneficiary designation under any other plan of an Employer in which the
Participant participates.


 


9.2                                             Beneficiary Designation; Change.  A Participant shall designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form, and
returning it to the Committee or its designated agent.  A Participant shall have the right to change
a Beneficiary by completing, signing and otherwise complying with the terms of
the Beneficiary Designation Form and the Committee’s rules and procedures,
as in effect from time to time.  Upon the
acceptance by the Committee of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be canceled.  The Committee shall be entitled to rely on
the last Beneficiary Designation Form filed by the Participant and
accepted by the Committee prior to his or her death.


 


9.3                                             Acknowledgment.  No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in writing by
the Committee or its designated agent.


 


9.4                                             No Beneficiary Designation.  If a Participant fails to designate a
Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to complete
distribution of the Participant’s benefits, then the Participant’s designated
Beneficiary shall be deemed to be his or her surviving spouse.  If the Participant has no surviving spouse,
the benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participant’s estate.


 


9.5                                             Doubt as to Beneficiary.  If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the Committee
shall have the right, exercisable in its discretion, to cause the Participant’s
Employer or the Trust to withhold such payments until this matter is resolved
to the Committee’s satisfaction.


 


9.6                                             Discharge of Obligations.  The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to the
Participant, and that Participant’s Plan Agreement shall terminate upon such
full payment of benefits.


 


16





















 


ARTICLE 10 

Leave of Absence


 


10.1                                       Paid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer for any reason to take a paid leave of absence from the
employment of the Employer, the Participant shall continue to be considered
employed by the Employer and the Annual Deferral Amount shall continue to be
withheld during such paid leave of absence in accordance with Section 3.3.


 


10.2                                       Unpaid Leave of Absence.  If a Participant is authorized by the
Participant’s Employer for any reason to take an unpaid leave of absence from
the employment of the Employer, the Participant shall continue to be considered
employed by the Employer and the Participant shall be excused from making
deferrals until the earlier of the date the leave of absence expires or the
Participant returns to a paid employment status.  Upon such expiration or return, deferrals
shall resume for the remaining portion of the Plan Year in which the expiration
or return occurs, based on the deferral election, if any, made for that Plan
Year.  If no election was made for that
Plan Year, no deferral shall be withheld.


 


17





















 


ARTICLE 11

Termination, Amendment or Modification


 


11.1                                       Termination.  Although each Employer anticipates that it
will continue the Plan for an indefinite period of time, there is no guarantee
that any Employer will continue the Plan or will not terminate the Plan at any
time in the future.  Accordingly, each
Employer reserves the right to discontinue its sponsorship of the Plan and/or
to terminate the Plan at any time with respect to any or all of its
participating Employees, by action of its board of directors.  Upon the termination of the Plan with respect
to any Employer, the Plan Agreements of the affected Participants who are
employed by that the Employer shall terminate and their Account Balances,
determined as if they had experienced a Termination of Employment on the date
of Plan termination or, if Plan termination occurs after the date upon which a
Participant was eligible to Retire, then with respect to that Participant as if
he or she had Retired on the date of Plan termination, shall be paid to the
Participants as follows:  If the Plan is
terminated with respect to any or all of its Participants the applicable
Employer shall prior to a Change in Control have the right, in its sole
discretion and notwithstanding any elections made by the Participant, to pay
such benefits in a lump sum or pursuant to an Annual Installment Method of up
to 15 years, with amounts credited and debited during the installment period as
provided herein.  After a Change in
Control, benefits shall be payable solely in accordance with Participant
elections or otherwise applicable terms of the Plan.  Notwithstanding the foregoing the termination
of the Plan shall not adversely affect any Participant or Beneficiary who has
become entitled to the payment of any benefits under the Plan as of the date of
termination.


 


11.2                                       Amendment.  Any Employer may, at any time, prior to a
Change in Control amend or modify the Plan in whole or in part with respect to
that Employer by the action of its board of directors; provided, however, that:
(i) no amendment or modification shall be effective to decrease or
restrict the value of a Participant’s Account Balance in existence at the time
the amendment or modification is made, calculated as if the Participant had
experienced a Termination of Employment as of the effective date of the
amendment or modification or, if the amendment or modification occurs after the
date upon which the Participant was eligible to Retire, the Participant had
Retired as of the effective date of the amendment or modification, or the level
of vesting in such Account (ii) no amendment or modification of this Section 11.2
of the Plan made after a Change in Control shall be effective; and (iii) after
a Change in Control the Committee must consent to any amendment.  The amendment or modification of the Plan
shall not affect any Participant or Beneficiary who has become entitled to the
payment of benefits under the Plan as of the date of the amendment or
modification.


 


11.3                                       Plan Agreement.  Despite the provisions of Sections 11.1
and 11.2 above, if a Participant’s Plan Agreement contains benefits or
limitations that are not in this Plan document, the Employer may only amend or
terminate such provisions with the consent of the Participant.


 


11.4                                       Effect of Payment.  The full payment of the applicable benefit
under Articles 4, 5, 6, 7 and 8 of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries under this
Plan and the Participant’s Plan Agreement shall terminate.


 


18





















 


ARTICLE 12

Administration


 


12.1                                       Committee Duties.  Except as otherwise provided in this Article 12,
this Plan shall be administered by a Committee which shall consist of the
Board, or such committee as the Board shall appoint.  Members of the Committee may be Participants
under this Plan.  The Committee shall
also have the discretion and authority to (i) make, amend, interpret, and
enforce all appropriate rules and regulations for the administration of
this Plan and (ii) decide or resolve any and all questions including
interpretations of this Plan, as may arise in connection with the Plan.  Any individual serving on the Committee who
is a Participant shall not vote or act on any matter relating solely to himself
or herself.  Benefits under this Plan
will be paid only if the Committee decides in its discretion that the claimant
is entitled to them.  When making a
determination or calculation, the Committee shall be entitled to rely on
information furnished by a Participant or the Company.


 


12.2                                       Administration Upon Change in Control.  Upon and after the occurrence of a Change in
Control, the “Committee” shall either be an independent third party or a group
of individuals approved by the individual who, immediately prior to such event,
was the Company’s Chief Executive Officer or, if not so identified, the Company’s
highest ranking officer (the “Ex-CEO”). 
Upon and after the occurrence of a Change in Control, the Company
must:  (1) pay all reasonable
administrative expenses and fees of the Committee; (2) indemnify the
Committee against any costs, expenses and liabilities including, without
limitation, attorney’s fees and expenses arising in connection with the
performance of the Committee hereunder, except with respect to matters
resulting from the gross negligence or willful misconduct of the Committee or
its employees or agents; and (3) supply full and timely information to the
Committee or all matters relating to the Plan, the Trust, the Participants and
their Beneficiaries, the Account Balances of the Participants, the date of
circumstances of the Retirement, Disability, death or Termination of Employment
of the Participants, and such other pertinent information as the Committee may
reasonably require.  Upon and after a
Change in Control, Committee members may be only terminated (and a replacement
appointed) by the Trustee with the approval of the Ex-CEO and no Committee
member may be terminated by the Company.


 


12.3                                       Agents. 
In the administration of this Plan, the Committee may, from time to
time, employ agents and delegate to them such administrative duties as it sees
fit (including acting through a duly appointed representative) and may from
time to time consult with counsel who may be counsel to any Employer.


 


12.4                                       Binding Effect of Decisions.  The decision or action of the Committee 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.


 


12.5                                       Indemnity of Committee.  All Employers shall indemnify and hold
harmless the members of the Committee, any Employee to whom the duties of the
Committee may be delegated, and the Administrator 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 willful misconduct by the
Committee, any of its members, any such Employee or the Administrator.


 


19





















 


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


 


20





















 


ARTICLE 13

Other Benefits and Agreements


 


13.1                                       Coordination with Other Benefits.  The benefits provided for a Participant and
Participant’s Beneficiary under the Plan are in addition to any other benefits
available to such Participant under any other plan or program for employees of
the Participant’s Employer.  The Plan
shall supplement and shall not supersede, modify or amend any other such plan
or program except as may otherwise be expressly provided.


 


21





















 


ARTICLE 14

Claims Procedures


 


14.1                                       Presentation of Claim.  Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a “Claimant”)
may deliver to the Committee a written claim for a determination with respect
to the amounts distributable to such Claimant from the Plan.  If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within 60 days
after such notice was received by the Claimant. 
All other claims must be made within 180 days of the date on which
the event that caused the claim to arise occurred.  The claim must state with particularity the
determination desired by the Claimant.


 


14.2                                       Notification of Decision.  The Committee shall consider a Claimant’s
claim within a reasonable time, and shall notify the Claimant in writing:


 


(a)                                  that
the Claimant’s requested determination has been made, and that the claim has
been allowed in full; or


 


(b)                                 that
the Committee 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 of 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 14.3 below.


 


14.3                                       Review of a Denied Claim.  Within 60 days after receiving a notice
from the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimant’s duly authorized representative) may file with the
Committee a written request for a review of the denial of the claim.  Thereafter, but not later than 30 days
after the review procedure began, the Claimant (or the Claimant’s duly
authorized representative):


 


(a)                                  may
review pertinent documents;


 


(b)                                 may
submit written comments or other documents; and/or


 


(c)                                  may
request a hearing, which the Committee, in its sole discretion, may grant.


 


14.4                                       Decision on Review.  The Committee shall render its decision on
review promptly, and not later than 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 Committee’s


 


22





















 


decision must be rendered within 120 days after such date.  Such decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:


 


(a)                                  specific
reasons for the decision;


 


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


 


(c)                                  such
other matters as the Committee deems relevant.


 


14.5                                       Legal Action.  A Claimant’s compliance with the foregoing
provisions of this Article 14 is a mandatory prerequisite to a Claimant’s
right to commence any legal action with respect to any claim for benefits under
this Plan.


 


23





















 


ARTICLE 15

Trust


 


15.1                                       Establishment of the Trust.  The Company shall establish the Trust, and
each Employer shall at least annually transfer over to the Trust such assets as
the Employer determines, in its sole discretion, are necessary to provide, on a
present value basis, for its respective future liabilities created with respect
to the Annual Deferral Amounts, Annual Company Contribution Amounts, and
Company Matching Amounts for such Employer’s Participants for all periods prior
to the transfer, as well as any debits and credits to the Participants’ Account
Balances for all periods prior to the transfer, taking into consideration the
value of the assets in the trust at the time of the transfer.


 


15.2                                       Interrelationship of the Plan and the Trust.  The provisions of the Plan and the Plan
Agreement shall govern the rights of a Participant to receive distributions
pursuant to the Plan.  The provisions of
the Trust shall govern the rights of the Employers, Participants and the
creditors of the Employers to the assets transferred to the Trust.  Each Employer shall at all times remain
liable to carry out its obligations under the Plan.


 


15.3                                       Distributions From the Trust.  Each Employer’s obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution shall reduce the Employer’s obligations under
this Plan.


 


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ARTICLE 16

Miscellaneous


 


16.1                                       Status of Plan.  The Plan is intended to be a plan that is not
qualified within the meaning of Code Section 401(a) and that “is
unfunded and is maintained by an employer primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employee” within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(1).  The Plan shall be
administered and interpreted to the extent possible in a manner consistent with
that intent.


 


16.2                                       Unsecured General Creditor.  Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of an Employer.  For purposes of the payment of benefits under
this Plan, any and all of an Employer’s assets shall be, and remain, the
general, unpledged unrestricted assets of the Employer.  An Employer’s obligation under the Plan shall
be merely that of an unfunded and unsecured promise to pay money in the future.


 


16.3                                       Employer’s Liability.  An Employer’s liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement, as entered
into between the Employer and a Participant. 
An Employer shall have no obligation to a Participant under the Plan
except as expressly provided in the Plan and his or her Plan Agreement.


 


16.4                                       Nonassignability.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable.  No
part of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participant’s or
any other person’s bankruptcy or insolvency or be transferable to a spouse as a
result of a property settlement or otherwise.


 


16.5                                       Not a Contract of Employment.  The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between any Employer and
the Participant.  Such employment is
hereby acknowledged to be an “at will” employment relationship that can be
terminated at any time for any reason, or no reason, with or without cause, and
with or without notice, unless expressly provided in a written employment
agreement.  Nothing in this Plan shall be
deemed to give a Participant the right to be retained in the service of any Employer,
either as an Employee or a Director, or to interfere with the right of any
Employer to discipline or discharge the Participant at any time.


 


16.6                                       Furnishing Information.  A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information requested by
the Committee and take such other actions as may be requested in order to
facilitate the administration of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical examinations as
the Committee may deem necessary.


 


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16.7                                       Terms. 
Whenever any words are used herein in the masculine, they shall be
construed as though they were in the feminine in all cases where they would so
apply; and whenever any words are used herein in the singular or in the plural,
they shall be construed as though they were used in the plural or the singular,
as the case may be, in all cases where they would so apply.


 


16.8                                       Captions.  The captions of the articles, sections and
paragraphs of this Plan are for convenience only and shall not control or
affect the meaning or construction of any of its provisions.


 


16.9                                       Governing Law.  Subject to ERISA, the provisions of this Plan
shall be construed and interpreted according to the internal laws of the State
of California, without regard to its conflicts of laws principles.


 


16.10                                 Notice. 
Any notice or filing required or permitted to be given to the Committee
under this Plan shall be sufficient if in writing and hand-delivered, or sent
by registered or certified mail, to the address below:


 


Deferred Compensation Plan Committee


Willis Lease Finance Corporation


2320 Marinship Way


Sausalito, CA 94965


 


Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.


 


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


 


16.11                                 Successors.  The provisions of this Plan shall bind and
inure to the benefit of the Participant’s Employer and its successors and
assigns and the Participant and the Participant’s designated Beneficiaries.


 


16.12                                 Spouse’s Interest.  The interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in any manner,
including but not limited to such spouse’s will, nor shall such interest pass
under the laws of intestate succession.


 


16.13                                 Validity.  In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been inserted
herein.


 


16.14                                 Incompetent.  If the Committee determines in its discretion
that a benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that person’s
property, the Committee may direct payment of such benefit to the guardian,
legal representative or person having the care and custody of such minor,
incompetent or incapable person.  The
Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of


 


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the benefit.  Any payment of a
benefit shall be a payment for the account of the Participant and the
Participant’s Beneficiary, as the case may be, and shall be a complete
discharge of any liability under the Plan for such payment amount.


 


16.15                                 Court Order.  The Committee is authorized to make any
payments directed by court order in any action in which the Plan or the
Committee has been named as a party.  In
addition, if a court determines that a spouse or former spouse of a Participant
has an interest in the Participant’s benefits under the Plan in connection with
a property settlement or otherwise, the Committee, in its sole discretion,
shall have the right, notwithstanding any election made by a Participant, to
immediately distribute the spouse’s or former spouse’s interest in the
Participant’s benefits under the Plan to that spouse or former spouse.


 


16.16.                              Distribution in the Event of Taxation.


 


(a)                                  In General.  If, for any reason, all or any portion of a
Participant’s benefits under this Plan becomes taxable to the Participant prior
to receipt, a Participant may petition the Committee for a distribution of that
portion of his or her benefit that has become taxable. Upon the grant of such a
petition, which grant shall not be unreasonably withheld, a Participant’s
Employer shall distribute to the Participant immediately available funds in an
amount equal to the taxable portion of his or her benefit (which amount shall
not exceed a Participant’s unpaid Account Balance under the Plan).  If the petition is granted, the tax liability
distribution shall be made within 90 days of the date when the Participant’s
petition is granted.  Such a distribution
shall affect and reduce the benefits to be paid under this Plan.


 


(b)                                 Trust. 
If the Trust terminates in accordance with its terms and benefits are
distributed from the Trust to a Participant in accordance therewith, the
Participant’s benefits under this Plan shall be reduced to the extent of such
distributions.


 


16.17                                 Insurance.  The Employers, on their own behalf or on behalf
of the trustee of the Trust, and, in their sole discretion, may apply for and
procure insurance on the life of the
Participant, in such amounts and in such forms as the Trust may
choose.  The Employers or the trustee of
the Trust, as the case may be, shall be the sole owner and beneficiary of any
such insurance.  The Participant shall
have no interest whatsoever in any such policy or policies, and at the request
of the Employers shall submit to medical examinations and supply such
information and execute such documents as may be required by the insurance
company or companies to whom the Employers have applied for insurance.


 


16.18                                 Legal Fees to Enforce Rights After Change in Control.  The Company and each Employer is aware that
upon the occurrence of a Change in Control, the Board or the board of directors
of a Participant’s Employer(s) (which might then be composed of new members) or
a shareholder of the Company or the Participant’s Employers, or of any
successor corporation might then cause or attempt to cause the Company, the
Participant’s Employer(s) or such successor to refuse to comply with its
obligations under the Plan and might cause or attempt to cause the Company or
the Participant’s Employer(s) to institute, or may institute, litigation seeking
to deny Participants the benefits intended under the Plan.  In these circumstances, the purpose of the
Plan could be frustrated.  Accordingly,
if, following a Change in Control, it should appear to any Participant that the
Company, the Participant’s Employer(s) or any successor corporation


 


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has failed to comply with any of its obligations under the Plan or any
agreement thereunder or, if the Company, such Employer(s) or any other person
takes any action to declare the Plan void or unenforceable or institutes any
litigation or other legal action designed to deny, diminish or to recover from
any Participant the benefits intended to be provided, then the Company and the
Participant’s Employer(s) irrevocably authorize such Participant to retain
counsel of his or her choice whose reasonable fees and charges shall be borne
by the Company and the Participant’s Employer(s) (who shall be jointly and
severally liable for such amounts) to represent such Participant in connection
with the initiation or defense of any litigation or other legal action, whether
by or against the Company, the Participant’s Employer(s) or any director,
officer, shareholder or other person affiliated with the Company, the
Participant’s Employer or any successor thereto in any jurisdiction.


 


IN WITNESS WHEREOF, the Company has executed this Plan document as of July 1,
2001.


 


 


	
   

  	
  WILLIS LEASE FINANCE CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


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