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                                                                    EXHIBIT 10.8










                   KING PHARMACEUTICALS, INC.

                   EXECUTIVE DEFERRED

                   COMPENSATION PLAN












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                                                                               .
                                                                               .

<TABLE>
<S>                                                                         <C>
ARTICLE I
Establishment and Purpose....................................................2

ARTICLE II
Definitions..................................................................2

ARTICLE III
Eligibility and Participation................................................8

ARTICLE IV
Deferral Elections...........................................................8

ARTICLE V
Company Contributions.......................................................11

ARTICLE VI
Valuation of Accounts; Deemed Investments...................................12

ARTICLE VII
Distribution and Withdrawals................................................13

ARTICLE VIII
Administration..............................................................15

ARTICLE IX
Amendment and Termination...................................................15

ARTICLE X
Informal Funding............................................................17

ARTICLE XI
Claims   ...................................................................17

ARTICLE XII
General Conditions..........................................................20
</TABLE>




                                       1
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ARTICLE I
Establishment and Purpose

King Pharmaceuticals, Inc. (the "Company") hereby adopts the King
Pharmaceuticals, Inc. Executive Deferred Compensation Plan (the "Plan"),
effective July 27, 2005 (the "Effective Date"). The purpose of the Plan is to
provide each Participant with an opportunity to defer receipt of a portion of
their salary, bonus, and other specified cash compensation. The Plan is not
intended to meet the qualification requirements of Section 401(a) of the Code,
but is intended to meet the requirements of Section 409A of the Code and other
relevant provisions of the Act. The Plan is intended to be an unfunded
arrangement providing deferred compensation to eligible employees who are part
of a select group of management or highly compensated employees of the Company,
including subsidiaries and affiliates to the extent permitted by the Company,
within the meaning of Sections 201, 301 and 401 of ERISA and, as such, (1) to be
exempt from the requirements of Parts 2, 3 and 4 of Title I of ERISA as a "top
hat" plan, and (2) to be eligible for the alternative method of compliance for
reporting and disclosure available for unfunded "top hat" plans.


ARTICLE II
Definitions

2.1      Account. Account means a bookkeeping account maintained by the Plan
         Administrator to record deferrals allocated to it by the Participant,
         Company Contributions (if any), Deemed Investments, distributions, and
         such other transactions, if any, that may be required to properly
         administer the Plan. An Account shall be utilized solely as a device
         for the measurement of the value of the Account Balance to be paid by
         the Company to a Participant under the Plan. The Account shall not
         constitute or be treated as an escrow, trust fund, or any other type of
         funded account for Code or ERISA purposes and amounts credited thereto
         shall not be considered "plan assets" for federal income tax or ERISA
         purposes.

2.2      Account Balance. Account Balance means, with respect to the Deferred
         Compensation Account or any component Account, the value of such
         Account as of the most recent Valuation Date.

2.3      Act. Act means the American Jobs Creation Act of 2004, as amended, and
         the Treasury regulations promulgated thereunder.

2.4      Allocation Election. Allocation Election means a choice by a
         Participant of one or more Investment Options, and the allocation among
         them, in which future Participant deferrals and/or existing Account
         Balances are Deemed Invested for purposes of determining earnings in a
         particular Account.

2.5      Beneficiary. Beneficiary means a natural person, estate, or trust
         designated by a Participant to receive benefits to which a Beneficiary
         is entitled in accordance with provisions of the Plan. The
         Participant's spouse, if living, otherwise the Participant's estate,
         shall be the Beneficiary if
         a. the Participant has not designated a natural person or trust as
         Beneficiary, or


                                       2
<PAGE>

         b. the designated Beneficiary(ies) has/have all predeceased the
         Participant.

2.6      Business Day. A Business Day is each day on which the New York Stock
         Exchange is open for business.

2.7      Change in Control. Change of Control occurs on the date on which there
         is (a) a change in the ownership of the Company, (b) a change in the
         effective control of the Company or (c) a change in the ownership of a
         substantial portion of the Company's assets. For purposes of this
         Section, a change in ownership of the Company occurs on the date on
         which any one person or more than one person acting as a group acquires
         ownership of stock of the Company that, together with stock held by
         such person or group constitutes more than 50% of the total fair market
         value or total voting power of the stock of the Company. A change in
         the effective control of the Company occurs on the date on which either
         (i) a person or more than one person acting as a group acquires
         ownership of stock of the Company possessing 51% or more of the total
         voting power of the stock of the Company or (ii) a majority of members
         of the Company's board of directors is replaced during any 12-month
         period by directors whose appointment or election is not endorsed by a
         majority of the members of the Company's board of directors prior to
         the date of the appointment or election. A change in the ownership of a
         substantial portion of assets occurs on the date on which any one
         person or more than one person acting as a group acquires assets from
         the Company that have a total gross fair market value equal to or more
         than 51% of the total gross fair market value of all of the assets of
         the Company immediately prior to such acquisition or acquisitions. The
         determination as to the occurrence of a Change in Control shall be
         based on objective facts and in accordance with the requirements of
         Notice 2005-1 and subsequent Treasury guidance.

2.8      Code. Code means the Internal Revenue Code of 1986, as amended from
         time to time.

2.9      Committee. Committee means the Deferred Compensation Committee
         appointed by the Compensation Committee of the Board of Directors of
         the Company.

2.10     Company. Company means King Pharmaceuticals, Inc. and its successors.

2.11     Company Contribution. Company Contribution means a credit by the
         Company to a Participant's Account in accordance with the provisions of
         Article V of the Plan. Company Contributions are made or not made in
         the sole discretion of the Company and the fact that a Company
         Contribution is made in one year shall not obligate the Company to
         continue to make such Company Contribution in subsequent years.

2.12     Company Discretionary Contribution. Company Discretionary Contribution
         means a Company Contribution made in the sole discretion of the Company
         in accordance with Section 5.1 of the Plan.

2.13     Compensation. Compensation means, for purposes of this Plan, base
         salary (including any deferred salary under a Code Section 401(k) or
         125 plan), bonus, commission, and such other cash or equity-based
         compensation (if any) approved by the Plan Administrator as
         Compensation for purposes of this Plan. Compensation shall not include
         payroll deductions pursuant to any other employee benefit plan or any
         contract or arrangement between the Participant and the Company or any
         deduction required by law or court order.


                                       3
<PAGE>

2.14     Compensation Deferral Agreement. Compensation Deferral Agreement means
         an agreement submitted to the Plan Administrator in which a Participant
         (a) makes an election to defer Compensation in accordance with Section
         4.1, (b) makes an Allocation Election with respect to his or her
         Accounts, (c) specifies any In Service Distribution Dates and (d)
         specifies a Payment Schedule with respect to payments from the Plan. A
         Compensation Deferral Agreement remains in effect until modified in
         accordance with the Plan. Notwithstanding the foregoing, and subject to
         the provisions of Section 3.3, the Plan Administrator may modify a
         Participant's Compensation Deferral Agreement at any time to conform
         the Compensation Deferral Agreement and the Plan to applicable law. The
         Compensation Deferral Agreement will consist of a form agreement
         prepared under the authority of the Plan Administrator. A completed
         Compensation Deferral Agreement, and any modifications thereto
         authorized under the Plan, may be submitted to the Plan Administrator
         in paper or electronic form, under procedures prescribed by the Plan
         Administrator.

2.15     Death Benefit. Death Benefit shall mean a distribution of the total
         amount of the Participant's Deferred Compensation Account Balance,
         including any remaining unpaid In Service Account balances, to the
         Participant's Beneficiary(ies) in accordance with Article VII of the
         Plan.

2.16     Deemed Investment. A Deemed Investment means the conversion of a dollar
         amount of deferred Compensation and Company Contributions (if any)
         credited to a Participant's Deferred Compensation Account into notional
         shares or units or ownership (or a fraction of such measures of
         ownership, if applicable) of a security (e.g. mutual fund, company
         stock, or other investment) which is referred to by the Investment
         Option(s) selected by the Participant. The conversion shall occur as if
         shares (or units) of the designated investment were being purchased (or
         sold, in the case of a distribution) at the purchase price as of the
         close of business of the day on which the Deemed Investment occurs. At
         no time shall a Participant have any real or beneficial ownership in
         the actual security to which the Investment Option refers, irrespective
         of whether such a Deemed Investment is mirrored by an actual identical
         investment by the Company or a trustee acting on behalf of the Company.

2.17     Deferred Compensation Account. Deferred Compensation Account means the
         Account maintained by the Plan Administrator that records the total
         amount of liability of the Company to the Participants at any point in
         time, and includes all unpaid In Service Accounts, the
         Retirement/Termination Account, and any other Account maintained by the
         Plan Administrator (e.g. a separate Company Contribution Account) to
         properly administer the Plan.

2.18     Disability. Disability means that a Participant (a) is unable to engage
         in any substantial gainful activity by reason of any medically
         determinable physical or mental impairment which can be expected to
         result in death or can be expected to last for a continuous period of
         not less than 12 months, or (b) is, by reason of any medically
         determinable physical or mental impairment which can be expected to
         result in death or can be expected to last for a continuous period of
         not less than 12 months, receiving income replacement benefits for a
         period of not less than 3 months under an accident and health plan
         covering


                                       4
<PAGE>

         employees of the Company. The determination of the existence of a
         Disability shall be made by the Plan Administrator in accordance with
         the Act.

2.19     Disability Benefit. Disability Benefit means payment by the Company to
         a Participant of the Deferred Compensation Account Balance due to the
         Participant's Disability. A Disability shall be paid according to the
         Payment Schedule applicable to the Participant's Retirement/Termination
         Benefit.

2.20     Effective Date. Effective Date means July 27, 2005. The Plan applies to
         Compensation Deferrals submitted to the Plan Administrator on and after
         September 1, 2005.

2.21     Eligible Employee. Eligible Employee means an Employee of the Company
         (which includes for this purpose subsidiaries and affiliates who are
         invited to participate in the Plan by the Company and who adopt the
         Plan) who is part of a select group of management or highly compensated
         employees of the Company (or, if applicable, its subsidiaries or
         affiliates) within the meaning of Sections 201(2), 301(a)(3) and
         401(a)(1) of ERISA, and who is selected by the Committee to participate
         in the Plan.

2.22     Employee. Employee means a full-time salaried employee of the Company
         or, if applicable, of a subsidiary or affiliate of the Company.

2.23     ERISA. ERISA means the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

2.24     In Service Distribution. In Service Distribution means a payment by the
         Company to a Participant from an In Service Account on or after the In
         Service Distribution Date.

2.25     In Service Account. In Service Account means each Account established
         pursuant to Section 4.6 to identify the portion of a Participant's
         Deferred Compensation Account to be paid on each In Service
         Distribution Date. Each In Service Account shall be credited with
         deferrals as specified in the Participant's Compensation Deferral
         Agreements, plus earnings on Deemed Investments in accordance with such
         Participant's Allocation Election. A Participant may have a maximum of
         four (4) In Service Accounts with Balances greater than zero at any
         given time (or such other maximum amount as determined by the Plan
         Administrator). A single In Service Account shall be maintained with
         respect to each In Service Distribution Date and all elections with
         respect thereto (other than an Allocation Election) shall apply to the
         entire In Service Account Balance.

2.26     In Service Distribution Date. In Service Distribution Date means the
         date on which payments of an In Service Account Balance will commence
         in accordance with a Payment Schedule.

2.27     Investment Option. Investment Option means a notional security such as
         a mutual fund, life insurance policy separate account, company stock,
         or other investment approved by the Plan Administrator for use as part
         of an Investment Option menu, which a Participant may elect as a
         measuring device to determine Deemed Investment earnings (positive or
         negative) to be valued in the Participant's Account(s). The Participant
         has no legal or beneficial ownership in the security or other
         investment represented by the Investment Option.


                                       5
<PAGE>

2.28     Participant. Participant means an Eligible Employee employed by the
         Company (or, if applicable, by a subsidiary or affiliate of the
         Company) who: (a) has elected to defer Compensation in accordance with
         the Plan; (b) has received a Company Contribution; or (c) has a
         Deferred Compensation Account Balance greater than zero, regardless of
         whether the Participant is employed by the Company. A Participant's
         continued participation in the Plan shall be governed by Section 3.2 of
         the Plan.

2.29     Payment Schedule. Payment Schedule means the form of a benefit payment
         under the Plan. The Retirement/Termination Benefit of a Participant may
         be paid (a) in a lump sum between 0% and 100% of the Participant's
         Deferred Compensation Account and (b) the balance, if any, in annual
         installments from two (2) to ten (10) years. An In Service Account may
         be paid (c) in a lump sum equal to 100% of the In Service Account
         Balance or (d) in annual installments from two (2) to five (5) years.
         Notwithstanding any Payment Schedule elected by a Participant,
         distributions shall not be made in such a manner as to cause the
         acceleration of a payment in violation of the Act. The Plan
         Administrator retains the authority to determine when and to what
         extent a payment option, unless modified, would result in acceleration
         of a payment and to make corresponding adjustments to the Participant's
         Payment Schedule to avoid an impermissible acceleration.

2.30     Performance-Based Compensation. Performance-Based Compensation means
         Compensation based on services performed over a period of not less than
         twelve months and which meets the following requirements: (a) the
         payment of the Compensation or the amount of the Compensation is
         contingent upon the satisfaction of organizational or individual
         performance criteria and (b) the performance criteria are not
         substantially certain to be met at the time a Compensation Deferral
         Agreement is submitted to the Plan Administrator. Performance criteria
         may be subjective but must relate to the performance of the
         Participant, a group of Employees that includes the Participant or a
         business unit (which may include the Company) for which the Participant
         provides services. The determination that any subjective performance
         criteria have been met shall not be made by the Participant or by a
         family member of the Participant. Performance-Based Compensation does
         not include any amount or portion of any amount that will be paid
         regardless of performance or which is based on a level of performance
         that is substantially certain to be met at the time the criteria is
         established or that is based solely on the value of or appreciation in
         value of the Company or the stock of the Company.

2.31     Plan. Plan means the King Pharmaceuticals, Inc. Executive Deferred
         Compensation Plan as documented herein and as may be amended from time
         to time hereafter.

2.32     Plan Administrator. Plan Administrator means the individual or
         individuals appointed by the Committee. The Plan Administrator is
         responsible for such recordkeeping and other administrative
         responsibilities delegated to it by the Committee and as are specified
         under the Plan.

2.33     Plan Year. Plan Year means January 1 through December 31.

2.34     Retirement/Termination Account. Retirement/Termination Account shall
         mean, prior to the payment of a Retirement/Termination Benefit, that
         portion of the Deferred Compensation Account not allocated to In
         Service Accounts. A Retirement/Termination Account shall be maintained
         as a single Account and all elections with respect thereto


                                       6
<PAGE>

         (other than an Allocation Election) shall apply to the entire
         Retirement/Termination Account Balance.

2.35     Retirement/Termination Benefit. Retirement/Termination Benefit shall
         mean a payment by the Company of a Participant's Retirement/Termination
         Account Balance to the Participant in accordance with the Participant's
         Payment Schedule election or as otherwise specified in Article V of the
         Plan.

2.36     Separation from Service. Separation from Service shall mean the
         termination of a Participant's employment with the Company for any
         reason. Whether a Separation from Service has occurred will be subject
         to Treasury regulations promulgated under the Act.

2.37     Unforeseeable Emergency. An unforeseeable emergency is a severe
         financial hardship to the Participant resulting from a sudden and
         unexpected illness or accident of the Participant or of a dependent (as
         defined in section 152(a)) of the Participant, loss of the
         Participant's property due to casualty, or other similar extraordinary
         and unforeseeable circumstances arising as a result of events beyond
         the control of the Participant, as defined in Reg. 1.457-2(h)(4) and
         Treasury regulations issued under the Act. The Plan Administrator, in
         its sole discretion and subject to the requirements of the Act, shall
         determine whether a Participant has experienced an unforeseeable
         emergency.

2.38     Valuation Date. Valuation Date shall mean each Business Day except as
         specified below. A Retirement/Termination Benefit's Valuation Date
         shall be the last day of the month in which the Participant's
         Separation from Service occurs. In the case of a Retirement/Termination
         Distribution to a "key employee" described in Section 7.2, the
         Valuation Date is the last day of the month following the date which is
         six months after such Participant's Separation from Service. An In
         Service Distribution's Valuation Date shall be the last day of the
         month in which the In Service Distribution Date occurs. The Valuation
         Date for a Disability Benefit shall be the last Business Day of the
         month in which the Plan Administrator determines that the Participant
         is Disabled. The Valuation Date for a Death Benefit is the last day of
         the month in which the Participant's death occurs. The Valuation Date
         for a Change in Control is the last Business Day of the month in which
         the termination of employment occurs within two years of a Change in
         Control. For purposes of calculating the amount of an installment
         payment, the Valuation Date is the anniversary of the Valuation Date on
         which such installment payments commenced.

2.39     Year of Service. Year of Service shall be computed in the same manner
         as provided under the Company's tax-qualified profit sharing or 401(k)
         arrangement. If more than one such arrangement exists, the Company
         shall identify the appropriate plan document or documents for the
         determination of Years of Service. If there is no such arrangement or
         the arrangement does not provide a definition of Year of Service, a
         Year of Service shall be based on a methodology adopted by the Plan
         Administrator, applied consistently to all Participants.





                                       7
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ARTICLE III
Eligibility and Participation

3.1      Eligibility and Participation. Each Eligible Employee shall be eligible
         to participate in this Plan. An Eligible Employee becomes a Participant
         upon submission of a Compensation Deferral Agreement to the Plan
         Administrator.

3.2      Duration. A Participant shall be eligible to defer Compensation and
         receive allocations of Company Contributions subject to the terms of
         the Plan as long as such Participant is an Eligible Employee. A
         Participant who is no longer an Eligible Employee but continues to be
         employed by the Company may not defer Compensation but may otherwise
         exercise all of the rights of a Participant under the Plan with respect
         to his or her Deferred Compensation Account. On and after a Separation
         from Service, a Participant shall remain a Participant as long as his
         or her Compensation Deferral Account is greater than zero and during
         such time may continue to make Allocation Elections. An individual
         shall cease participation in the Plan when all benefits under the Plan
         to which he or she is entitled have been paid.

3.3      Revocation of Future Participation. Notwithstanding the provisions of
         Section 3.2, the Committee may, in its discretion, revoke such
         Participant's eligibility to make future deferrals under this Plan.
         Such revocation will not affect in any manner a Participant's Deferred
         Compensation Account or other terms of this Plan.

3.4      Notification. Each newly Eligible Employee shall be notified by the
         Plan Administrator, in writing, of his or her eligibility to
         participate in this Plan.


ARTICLE IV
Deferral Elections

4.1      Deferral Elections. A Participant shall make deferral elections by
         completing and submitting to the Plan Administrator the Compensation
         Deferral Agreement which shall specify the deferral, investment and
         distribution information as described in this Article IV.

4.2      Time of Election.

         a.       Initial Eligibility. In the case of the Plan Year in which an
                  Employee first becomes an Eligible Employee, a Compensation
                  Deferral Agreement that defers Compensation with respect to
                  services to be performed in such Plan Year and subsequent to
                  the election must be submitted to the Plan Administrator
                  within 30 days after such Eligible Employee receives the
                  notice described in Section 3.4.

         b.       Subsequent Plan Years. For any subsequent Plan Year, the
                  Compensation Deferral Agreement containing the election to
                  defer Compensation for services performed during such Plan
                  Year must be submitted to the Plan Administrator no later than
                  the close of the preceding Plan Year.


                                       8
<PAGE>

         c.       Performance-Based Compensation. A Compensation Deferral
                  Agreement containing an election to defer Performance-Based
                  Compensation must be submitted to the Plan Administrator no
                  later than six months prior to the end of the period in which
                  the services are performed and in accordance with the Act.

4.3      Amount of Deferral. The deferral election under a Compensation Deferral
         Agreement shall designate a dollar amount or whole percentage of
         Compensation to be deferred. The Plan Administrator may establish a
         minimum or maximum deferral amount for each component of Compensation
         and may permit separate elections for each component of Compensation.
         Unless otherwise specified by the Plan Administrator in the
         Compensation Deferral Agreement, Participants may defer up to 75% of
         base salary and up to 90% of bonus and other cash Compensation for a
         Plan Year.

4.4      Changes To A Deferral Election.

         a.       Right to Modify Prospectively. An election to defer
                  Compensation applies to the Plan Year specified in the
                  Compensation Deferral Agreement and remains in effect for each
                  subsequent Plan Year until modified or revoked. A Participant
                  may modify or revoke an election to defer Compensation during
                  any enrollment period designated by the Plan Administrator. A
                  modification or revocation of an election to defer
                  Compensation will be effective for the following Plan Year.

         b.       Performance-Based Compensation. An election to defer
                  Performance-Based Compensation applies to the service period
                  specified in the Compensation Deferral Agreement and remains
                  in effect for future Performance-Based Compensation until
                  modified or revoked during an enrollment period designated by
                  the Plan Administrator. A modification or revocation will
                  apply prospectively to the Performance-Based Compensation
                  described in the enrollment materials.

         c.       Unforeseeable Emergency. A Participant may revoke an election
                  to defer Compensation during the Plan Year in which such
                  Compensation is earned (or, in the case of Performance-Based
                  Compensation, after the deadline specified in the enrollment
                  materials) only in the case of an Unforeseeable Emergency and
                  with the consent of the Plan Administrator which it may or may
                  not give in its sole discretion.

         d.       2005 Plan Year Cancellation Right. Notwithstanding any
                  provision of this Plan to the contrary, a Participant may
                  revoke, reduce, or cancel a Deferral election intended to be
                  effective for deferrals in calendar year 2005 within the time
                  and in the manner specified under and to the extent necessary
                  to comply with Treasury regulations promulgated under the Act
                  and in accordance with rules established by the Plan
                  Administrator.

4.5      Allocation Elections. A Participant's deferral election may also
         specify the Investment Options in which deferrals will be deemed to be
         invested in accordance with Section 6.2.

4.6      In Service Distributions.

         a.       Initial Election. A Participant's Compensation Deferral
                  Agreement may designate In Service Distribution Date(s). The
                  Plan Administrator shall create an In Service



                                       9
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                  Account for each In Service Distribution Date to be credited
                  with the portion of deferred Compensation designated under the
                  Compensation Deferral Agreement. In order for any portion of a
                  deferral to be credited to an In Service Account, the In
                  Service Distribution Date must be specified no later than the
                  applicable submission deadline described in Section 4.2 for
                  the Deferred Compensation Agreement under which the deferral
                  is made. Any portion of a deferral not designated for an In
                  Service Distribution will be credited to the
                  Retirement/Termination Account.

         b.       Election to Maintain In Service Distribution Dates After
                  Separation from Service. At the time a Participant designates
                  the first In Service Distribution Date, he or she may elect to
                  have the Plan Administrator maintain the designated In Service
                  Distribution Account beyond a Separation from Service and
                  distribute the In Service Account following the In Service
                  Distribution Date in accordance with Article VII hereof
                  regarding In Service Distributions. An election pursuant to
                  this paragraph pertains to all subsequently designated In
                  Service Accounts, and is irrevocable.

         c.       Modification. The Participant may change or cancel an In
                  Service Distribution Date as follows:

                  i.       An existing In Service Distribution Date may be
                           changed so long as the date that such modification is
                           submitted to the Plan Administrator is at least
                           twelve (12) months prior to the existing In Service
                           Distribution Date.

                  ii.      The first payment under the modified In Service
                           Distribution Date must occur at least five years
                           after the date such payment would have been made
                           absent the modification. In Service Distribution
                           Dates may not be accelerated.

                  iii.     An election to change an In Service Distribution Date
                           is specific to the In Service Account to which it
                           refers, and shall not affect other In Service
                           Accounts (except to the extent the change results in
                           two In Service Accounts with the same In Service
                           Distribution Date, in which case the Accounts are
                           merged) or the ability of the Participant to
                           designate new In Service Distribution Dates with
                           respect to future Compensation deferrals.

                  iv.      The modification of an In Service Distribution Date
                           shall be subject to such further Treasury regulations
                           as are promulgated under the Act.

4.7      Payment Schedule. A Compensation Deferral Agreement may specify the
         Payment Schedule for a Participant's In Service Distribution(s) and
         Retirement/Termination Benefit. If no designation is in effect, a
         distribution will be made in a single lump sum.

         a.       Modification -- Retirement/Termination Account. A Participant
                  may modify his or her Retirement/Termination Payment Schedule,
                  provided (i) such election is made at least twelve (12) months
                  prior to the date the Participant incurs a Separation from
                  Service and the date the first payment is scheduled to be made
                  and (ii) the first payment with respect to which such election
                  is made must be deferred for a period of not less than five
                  years from the date such payment would otherwise have been
                  made. Any modification of a Payment Schedule made within
                  twelve (12) months of a Separation from Service shall be null
                  and void, and the most recent Payment Schedule dated at



                                       10
<PAGE>

                  least twelve (12) months prior to the Separation from Service
                  shall be deemed to be in effect.

         b.       Modification--In Service Distribution. A Participant shall be
                  permitted to change each In Service Payment Schedule, provided
                  (i) such election is made at least twelve (12) months prior to
                  the In Service Distribution Date and (ii) the first payment
                  with respect to which such election is made must be deferred
                  for a period of not less than five years from the date such
                  payment would otherwise have been made. Any modification of a
                  Payment Schedule made within twelve (12) months of the In
                  Service Distribution Date shall be null and void, and the most
                  recent Payment Schedule dated at least twelve (12) prior to
                  the In Service Distribution Date shall be deemed to be in
                  effect.


ARTICLE V
Company Contributions

5.1      Discretionary Contributions. The company may, in its sole and absolute
         discretion, make Company Contributions to one, some, or all of the
         Participant(s) it employs by crediting to such Participants'
         Retirement/Termination Accounts an amount determined in the sole and
         absolute discretion of The Company (a "Discretionary Contribution"). A
         Discretionary Contribution may be made at any time during the Plan
         Year. The Company shall be under no obligation to make Discretionary
         Contributions unless it so obligates itself under an employment
         agreement or other agreement.

5.2      Make-Up Contribution. The Company may make a Company Contribution at
         the end of each Plan Year in an amount (if any) equal to (i) minus (ii)
         where: (i) equals the amount of the Company matching contribution to
         the Participant's account in the Company-sponsored Code Section 401(k)
         plan ("401(k) plan") that would have been made by the Company during
         the time period that corresponds to the Plan Year if such Participant's
         "Compensation" (for 401(k) plan purposes) had not been reduced because
         of deferrals into this Plan; and (ii) equals the actual amount of the
         Company matching contribution to the 401(k) plan for such Participant
         during such plan year (a "Make-Up Contribution"). The amount of a
         Make-Up Contribution will be determined by the Plan Administrator in
         its sole and absolute discretion.

5.3      Vesting. The Company Contributions in Section 5.1 above, and the Deemed
         Investment earnings thereon, shall vest in accordance with the vesting
         schedule determined by the Company for each Discretionary Contribution.
         The Company Contributions in Section 5.2 above, and the Deemed
         Investment earnings thereon, shall vest 100% after three (3) Years of
         Service and shall be 0% vested prior to the completion of three (3)
         Years of Service. The foregoing provisions concerning vesting of
         Company Contributions notwithstanding, and subject to the requirements
         of Treasury regulations promulgated under the Act, all Company
         Contributions shall become 100% vested upon the occurrence of the
         earliest of: (a) death of the Participant; (b) Disability of the
         Participant; and (c) Change in Control. The Company may, at any time,
         in its sole discretion, increase a Participant vested interest in
         Company Contribution.



                                       11
<PAGE>

ARTICLE VI
Valuation of Accounts; Crediting of Accounts, Deemed Investments

6.1      Valuation. The valuation of a Participant's Accounts will be adjusted
         as of each Valuation Date to reflect deferrals, earnings on Deemed
         Investments and distributions since the previous Valuation Date.
         Valuation of Accounts shall be performed under procedures approved by
         the Plan Administrator.

6.2      Crediting of Accounts. Deferrals pertaining to base salary shall be
         deducted on a proportionate basis from each paycheck the Participant
         receives during the Plan Year and credited to the Participant's
         Accounts as of the date such Compensation would have otherwise been
         paid. Deferrals pertaining to other forms of Compensation shall be
         credited to the Participant's Accounts as of the day such Compensation
         otherwise would have been paid.

6.3      Allocation Elections. Participants may make an Allocation Election
         pursuant to which their Accounts will be credited with earnings on
         Deemed Investments. A Participant may make a new Allocation Election
         with respect to future deferrals or current Account Balances (or both),
         provided that such new allocations shall be in increments of one
         percent (1%) and apply to the entire Account Balance. Subject to
         restrictions on the timing and number of permitted changes to
         Allocation Elections within certain time periods (if any) established
         by the Plan Administrator, new Allocation Elections may be made on any
         Business Day, and will become effective on the same Business Day or, in
         the case of Allocation Elections received after a cut-off time
         established by the Plan Administrator, the following Business Day. All
         deferrals shall be credited to the appropriate Account and a Deemed
         Investment shall be made in the investment(s) represented by the
         Investment Option(s) elected by the Participant as of the close of
         business on the deferral date or as otherwise provided by the Plan
         Administrator.

6.4      Investment Options. Deemed Investments shall consist of a menu of
         Investment Options provided by the Committee. Investment Options do not
         represent actual ownership of, nor ownership rights in or to, the
         securities or other investments to which the Investment Options refer.
         The Committee, in its sole discretion, shall be permitted to add or
         remove Investment Options provided that any such additions or removals
         of Investment Options shall not be effective with respect to any period
         prior to the effective date of such change. Any portion of an Account
         or new deferrals which has not been allocated or which cannot be
         allocated under a Participant's Allocation Election shall be deemed to
         be invested in a default Investment Option specified by the Plan
         Administrator. Such Investment Option shall have, as its primary
         objective, the preservation of capital.

6.5      Notional Investments. Notwithstanding anything in this section to the
         contrary, the Committee shall have the sole and exclusive authority to
         invest any or all amounts deferred in any manner, regardless of any
         Allocation Elections by any Participant. A Participant's Allocation
         Election and Deemed Investments shall be used solely for purposes of
         determining the value of such Participant's Account Balances and the
         amount of the corresponding liability of the Company in accordance with
         this Plan.


                                       12
<PAGE>

ARTICLE VII
Distribution and Withdrawals

7.1      In Service Distributions.

         a.       Each In Service Distribution shall be paid in accordance with
                  the Payment Schedule election made with respect thereto,
                  beginning as soon as administratively practicable following
                  the Valuation Date. In the event a Participant has elected
                  installment payments for an In Service Distribution, the
                  installment payments shall be determined as set forth in
                  Section 7.3 of the Plan.

         b.       Notwithstanding a Participant's election to receive an In
                  Service Distribution, unless an election has been made
                  pursuant to Section 4.6 (b) hereof, all In Service Account
                  Balances shall be distributable as part of a
                  Retirement/Termination Benefit if the triggering date for such
                  Benefit occurs prior to the beginning of payment(s) elected in
                  connection with any In Service Distribution Date. Regardless
                  of any election pursuant to Section 4.6 (b) hereof and
                  notwithstanding a Participant's election to receive an In
                  Service Distribution, all In Service Account Balances shall be
                  distributable as part of a Death or Disability Benefit if the
                  triggering date for such Benefit occurs prior to the beginning
                  of payment(s) elected in connection with any In Service
                  Distribution Date. Such distribution will be made only if the
                  payment does not constitute an acceleration of a payment under
                  the Act

7.2      Retirement/Termination Benefit Distribution. In the event that a
         Participant experiences a Separation from Service, the
         Retirement/Termination Benefit will be paid to such Participant in
         accordance with such Participant's Retirement/Termination Benefit
         Payment Schedule election. The Retirement/Termination Benefit will be
         paid (or the first payment will be made) by the Company as soon as
         administratively practicable following the Valuation Date. In the case
         of a Participant who is a "key employee" (as defined in Section 416(i)
         of the Code), the Participant's Retirement/Termination Benefit will
         commence as of the last day of the month following the date which is
         six months after such Participant's Separation from Service.

7.3      Installment Payments. If the Participant has elected installment
         payments for such Participant's Retirement/Termination Benefit
         distribution or an In Service Distribution, annual cash payments will
         be made beginning as soon as administratively practicable following the
         applicable Valuation Date, or, in the event of a partial lump sum
         election, following the first anniversary of the partial lump sum
         payment made following Separation from Service. Such payments shall
         continue annually on or about the anniversary of the previous
         installment payment until the number of installment payments elected
         has been paid. The installment payment amount shall be determined
         annually as the result of a calculation, performed on the Valuation
         Date, where (a) is divided by (b):

              a.  equals the value of the applicable Account on the Valuation
                  Date; and

              b.  equals the remaining number of installment payments.

7.4      Small Account Balance Lump Sum Payment. Anything to the contrary in
         this Plan notwithstanding, in the event that a Participant's
         Retirement/Termination Account Balance is less than $25,000 on the
         applicable Valuation Date, the Retirement/Termination Benefit shall be
         paid in a single lump sum and any form of payment election to the
         contrary shall be null and void. A payment of a



                                       13
<PAGE>

         Retirement/Termination Account under this Section 7.4 shall be made on
         or before the later of (a) December 31 of the year in which the
         Participant's Separation from Service occurs or (b) the date that is
         2-1/2 months after the Participant's Separation from Service.

7.5      Disability Benefit. The Company shall pay the Disability Benefit as
         soon as administratively practicable following the Valuation Date for a
         Disability Benefit, as provided in Section 2.38 hereof.

7.6      Death Benefit. In the event of a Participant's death before the
         complete distribution of his or her Deferred Compensation Account, such
         Participant's Beneficiary, named on the most recently filed Beneficiary
         Designation Form, shall be paid a Death Benefit in the amount of the
         remaining Deferred Compensation Account Balance, as of the Valuation
         Date for a Death Benefit as provided in Section 2.38 hereof, in a
         single lump sum as soon as practicable following the end of the month
         in which the Participant's death occurred. A Death Benefit shall
         conform to the requirements of the Act in order to avoid an
         "acceleration" of a payment.

7.7      Unforeseeable Emergency. A Participant may request, in writing to the
         Plan Administrator, a withdrawal from his or her Deferred Compensation
         Account if the Participant experiences an Unforeseeable Emergency.
         Withdrawals of amounts because of an Unforeseeable Emergency are
         limited to the extent reasonably needed to satisfy the emergency need,
         which cannot be met with other resources of the Participant. The amount
         of such withdrawal shall be subtracted first from the vested portion of
         the Participant's Retirement/Termination Account until depleted and
         then from the In Service Distribution Accounts (if any) beginning with
         the Account with the latest In Service Distribution Date. Values for
         purposes of determining the source of the withdrawal under this Section
         shall be determined on the date the Plan Administrator approves the
         amount of the Unforeseeable Emergency withdrawal, or such other date
         determined by the Plan Administrator.

7.8      Domestic Relations Order. Notwithstanding the Payment Schedule(s)and In
         Service Distribution Dates selected by a Participant and any other
         provision of this Plan, the Plan Administrator shall divide such
         Participant's Accounts with and distribute a portion of such
         Participant's Accounts to one or more "alternate payees" at the time
         and in the manner specified in a court order described in Section
         414(p)(1)(B) of the Code.

7.9      Change in Control. A Participant whose employment terminates within 24
         months following the date of a Change in Control shall receive his or
         her Deferred Compensation Account Balance, as of the Valuation Date for
         a Change in Control as provided in Section 2.38 hereof, in a single
         lump sum paid as soon as administratively practicable following the
         Valuation Date. All Payment Schedule elections to the contrary shall be
         ignored, provided that such lump sum payment does not constitute an
         "acceleration" of a payment under the Act.



                                       14
<PAGE>

ARTICLE VIII
Administration

8.1      Plan Administration. This Plan shall be administered by the Plan
         Administrator, which shall have discretionary authority to make, amend,
         interpret and enforce all appropriate rules and regulations for the
         administration of this Plan and to utilize its discretion to decide or
         resolve any and all questions, including but not limited to eligibility
         for benefits and interpretations of this Plan and its terms, as may
         arise in connection with the Plan. Claims for benefits shall be filed
         with the Plan Administrator and resolved in accordance with the claims
         procedures in Article XI.

8.2      Withholding. The Company shall have the right to withhold from any
         payment made under the Plan (or any amount deferred into the Plan) any
         taxes required by law to be withheld in respect of such payment (or
         deferral).

8.3      Indemnification. The Company shall indemnify and hold harmless each
         employee, officer, director, agent or organization, to whom or to which
         is delegated duties, responsibilities, and authority under the Plan or
         otherwise with respect to administration of the Plan, including,
         without limitation, the Plan Administrator, the Committee and their
         agents, against all claims, liabilities, fines and penalties, and all
         expenses reasonably incurred by or imposed upon him or it (including
         but not limited to reasonable attorney fees) which arise as a result of
         his or its actions or failure to act in connection with the operation
         and administration of the Plan to the extent lawfully allowable and to
         the extent that such claim, liability, fine, penalty, or expense is not
         paid for by liability insurance purchased or paid for by the Company.
         Notwithstanding the foregoing, the Company shall not indemnify any
         person or organization if his or its actions or failure to act are due
         to gross negligence or willful misconduct or for any such amount
         incurred through any settlement or compromise of any action unless the
         Company consents in writing to such settlement or compromise.

8.4      Expenses. The expenses of administering the Plan shall be paid by the
         Company.

8.5      Delegation of Authority. In the administration of this Plan, the Plan
         Administrator may, from time to time, employ agents and delegate to
         them such administrative duties as it sees fit, and may from time to
         time consult with legal counsel who may be legal counsel to the
         Company.

8.6      Binding Decisions or Actions. The decision or action of the Plan
         Administrator in respect of any question arising out of or in
         connection with the administration, interpretation and application of
         the Plan and the rules and regulations thereunder shall be final and
         conclusive and binding upon all persons having any interest in the
         Plan.


ARTICLE IX
Amendment and Termination

9.1      Amendment and Termination. The Plan is intended to be permanent, but
         the Committee may at any time modify, amend, or terminate the Plan,
         provided that such modification, amendment or termination shall not
         cancel, reduce, or otherwise adversely affect the amount of benefits of
         any Participant accrued (and any form of payment elected) as of the
         date of any such modification, amendment, or termination, without the
         consent of the Participant. A termination of the Plan shall not, by
         itself, result in payments to



                                       15
<PAGE>

         Participants under the Plan, except to the extent permitted in
         regulations promulgated under the Act. Unless distributions are
         otherwise permissible under such regulations, payments to Participants
         shall be made at the times specified in a Participant's Compensation
         Deferral Agreements and the terms of the Plan applicable to such
         Agreements prior to the Plan's termination.

9.2      Adverse Income Tax Determination. Notwithstanding anything to the
         contrary in the Plan, if any Participant receives a deficiency notice
         from the United States Internal Revenue Service asserting constructive
         receipt of amounts payable under the Plan, Company contributions,
         and/or the investment earnings attributed thereto due to any
         Participant withdrawal right or other Plan provision, the Committee, in
         its sole discretion, may declare null and void any Plan provision with
         respect to affected Participants that causes such Participant to be in
         constructive receipt of income. If the laws of the United States or of
         any relevant state are amended or construed in such a way as to make
         this Plan (or its intended deferral of compensation and taxes) in whole
         or in part void, then the Committee, in its sole discretion, may give
         effect to the Plan in such a manner as it deems will best carry out the
         purposes and intentions of this Plan. Nothing in this Section 9.2 shall
         be construed to limit the Plan Administrator or Committee's authority
         under applicable law to take any such action as may be necessary to
         accomplish the objective of the Plan to defer the recognition of
         compensation in connection with the taxation of income.














                                       16
<PAGE>

ARTICLE X
Informal Funding

10.1     General Assets. All benefits in respect of a Participant under this
         Plan shall be paid directly from the general funds of the Company or a
         Rabbi Trust created for the purpose of informally funding the Plan, and
         other than such Rabbi Trust, if created, no special or separate fund
         shall be established and no other segregation of assets shall be made
         to assure payment. No Participant, spouse or Beneficiary shall have any
         right, title or interest whatever in or to any investments that the
         Company may make to aid the Company in meeting its obligation
         hereunder. Nothing contained in this Plan, and no action taken pursuant
         to its provisions, shall create or be construed to create a trust of
         any kind, or a fiduciary relationship, between the Company or any if
         its subsidiaries or affiliated companies and any Employee, spouse, or
         Beneficiary. To the extent that any person acquires a right to receive
         payments from the Company hereunder, such rights are no greater than
         the right of an unsecured general creditor of the Company.

10.2     Rabbi Trust. The Company may, at its sole discretion, establish a
         grantor trust, commonly known as a Rabbi Trust, as a vehicle for
         accumulating the assets needed to pay the promised benefit, but the
         Company shall be under no obligation to establish any such trust or any
         other informal funding vehicle.


ARTICLE XI
Claims

11.1     Filing a Claim. Any controversy or claim arising out of or relating to
         the Plan shall be filed with the Plan Administrator which shall make
         all determinations concerning such claim. Any decision by the Plan
         Administrator denying such claim shall be in writing and shall be
         delivered to the Participant or Beneficiary filing the claim
         ("Claimant").

         a.       In General. Notice of a denial of benefits (other than
                  Disability benefits) will be provided within 90 days of the
                  Plan Administrator's receipt of the Claimant's claim for
                  benefits. If the Plan Administrator determines that it needs
                  additional time to review the claim, the Plan Administrator
                  will provide the Claimant with a notice of the extension
                  before the end of the initial 90-day period. The extension
                  will not be more than 90 days from the end of the initial
                  90-day period and the notice of extension will explain the
                  special circumstances that require the extension and the date
                  by which the Plan Administrator expects to make a decision.

         b.       Disability Benefits. Notice of denial of Disability benefits
                  will be provided within forty-five (45) days of the Plan
                  Administrator's receipt of the Claimant's claim for Disability
                  benefits. If the Plan Administrator determines that it needs
                  additional time to review the Disability claim, the Plan
                  Administrator will provide the Claimant with a notice of the
                  extension before the end of the initial 45-day period. If the
                  Plan Administrator determines that a decision cannot be made
                  within the first extension period due to matters beyond the
                  control of the Plan Administrator, the time period for making
                  a determination may be further extended for an additional 30
                  days. If such



                                       17
<PAGE>

                  an additional extension is necessary, the Plan Administrator
                  shall notify the Claimant prior to the expiration of the
                  initial 30-day extension. Any notice of extension shall
                  indicate the circumstances necessitating the extension of
                  time, the date by which the Plan Administrator expects to
                  furnish a notice of decision, the specific standards on which
                  such entitlement to a benefit is based, the unresolved issues
                  that prevent a decision on the claim and any additional
                  information needed to resolve those issues. A Claimant will be
                  provided a minimum of 45 days to submit any necessary
                  additional information to the Plan Administrator. In the event
                  that a 30-day extension is necessary due to a Claimant's
                  failure to submit information necessary to decide a claim, the
                  period for furnishing a notice of decision shall be tolled
                  from the date on which the notice of the extension is sent to
                  the Claimant until the earlier of the date the Claimant
                  responds to the request for additional information or the
                  response deadline.

         c.       Contents of Notice. If a claim for benefits is completely or
                  partially denied, notice of such denial shall be in writing
                  and shall set forth the reasons for denial in plain language.
                  The notice shall (1) cite the pertinent provisions of the Plan
                  document and (2) explain, where appropriate, how the Claimant
                  can perfect the claim, including a description of any
                  additional material or information necessary to complete the
                  claim and why such material or information is necessary. The
                  claim denial also shall include an explanation of the claims
                  review procedures and the time limits applicable to such
                  procedures, including a statement of the Claimant's right to
                  bring a civil action under Section 502(a) of ERISA following
                  an adverse decision on review. In the case of a complete or
                  partial denial of a Disability benefit claim, the notice shall
                  provide a statement that the Plan Administrator will provide
                  to the Claimant, upon request and free of charge, a copy of
                  any internal rule, guideline, protocol, or other similar
                  criterion that was relied upon in making the decision.

11.2     Appeal of Denied Claims. A Claimant whose claim has been completely or
         partially denied shall be entitled to appeal the claim denial by filing
         a written appeal with the Committee. A Claimant who timely requests a
         review of the denied claim (or his or her authorized representative)
         may review, upon request and free of charge, copies of all documents,
         records and other information relevant to the denial and may submit
         written comments, documents, records and other information relevant to
         the claim to the Committee. All written comments, documents, records,
         and other information shall be considered "relevant" if the information
         (1) was relied upon in making a benefits determination, (2) was
         submitted, considered or generated in the course of making a benefits
         decision regardless of whether it was relied upon to make the decision,
         or (3) demonstrates compliance with administrative processes and
         safeguards established for making benefit decisions. The Committee may,
         in its sole discretion and if it deems appropriate or necessary, decide
         to hold a hearing with respect to the claim appeal.

         a.       In General. Appeal of a denied benefits claim (other than a
                  Disability benefits claim) must be filed in writing with the
                  Committee no later than sixty (60) days after receipt of the
                  written notification of such claim denial. The Committee shall
                  make its decision regarding the merits of the denied claim
                  within sixty (60) days following receipt of the appeal (or
                  within one hundred and twenty (120) days after such receipt,
                  in a case where there are special circumstances requiring
                  extension of time for reviewing the appealed claim). If an
                  extension of time for reviewing the appeal is required because
                  of special circumstances, written notice of the extension
                  shall be



                                       18
<PAGE>

                  furnished to the Claimant prior to the commencement of the
                  extension. The notice will indicate the special circumstances
                  requiring the extension of time and the date by which the
                  Committee expects to render the determination on review. The
                  review will take into account comments, documents, records and
                  other information submitted by the Claimant relating to the
                  claim without regard to whether such information was submitted
                  or considered in the initial benefit determination.

         b.       Disability Benefits. Appeal of a denied Disability benefits
                  claim must be filed in writing with the Committee no later
                  than one hundred eighty (180) days after receipt of the
                  written notification of such claim denial. The review shall be
                  conducted by the Committee (exclusive of the person who made
                  the initial adverse decision or such person's subordinate). In
                  reviewing the appeal, the Committee shall (1) not afford
                  deference to the initial denial of the claim, (2) consult a
                  medical professional who has appropriate training and
                  experience in the field of medicine relating to the Claimant's
                  disability and who was neither consulted as part of the
                  initial denial nor is the subordinate of such individual and
                  (3) identify the medical or vocational experts whose advice
                  was obtained with respect to the initial benefit denial,
                  without regard to whether the advice was relied upon in making
                  the decision. The Committee shall make its decision regarding
                  the merits of the denied claim within forty-five (45) days
                  following receipt of the appeal (or within ninety (90) days
                  after such receipt, in a case where there are special
                  circumstances requiring extension of time for reviewing the
                  appealed claim). If an extension of time for reviewing the
                  appeal is required because of special circumstances, written
                  notice of the extension shall be furnished to the Claimant
                  prior to the commencement of the extension. The notice will
                  indicate the special circumstances requiring the extension of
                  time and the date by which the Committee expects to render the
                  determination on review. Following its review of any
                  additional information submitted by the Claimant, the
                  Committee shall render a decision on its review of the denied
                  claim.

         c.       Contents of Notice. If a benefits claim is completely or
                  partially denied on review, notice of such denial shall be in
                  writing and shall set forth the reasons for denial in plain
                  language.

                  i.       The decision on review shall set forth (a) the
                           specific reason or reasons for the denial, (b)
                           specific references to the pertinent Plan provisions
                           on which the denial is based, (c) a statement that
                           the Claimant is entitled to receive, upon request and
                           free of charge, reasonable access to and copies of
                           all documents, records, or other information relevant
                           (as defined above) to the Claimant's claim, and (d) a
                           statement describing any voluntary appeal procedures
                           offered by the plan and a statement of the Claimant's
                           right to bring an action under Section 502(a) of
                           ERISA.

                  ii.      For the denial of a Disability benefit, the notice
                           will also include a statement that the Committee will
                           provide, upon request and free of charge, (a) any
                           internal rule, guideline, protocol or other similar
                           criterion relied upon in making the decision, (b) any
                           medical opinion relied upon to make the decision and
                           (c) the required statement under Section
                           2560.503-1(j)(5)(iii) of the Department of Labor
                           regulations.



                                       19
<PAGE>

11.3     Legal Action. A Claimant may not bring any legal action relating to a
         claim for benefits under the Plan unless and until the Claimant has
         followed the claims procedures under the Plan and exhausted his or her
         administrative remedies under such claims procedures.

11.4     Discretion of Committee. All interpretations, determinations and
         decisions of the Committee with respect to any claim shall be made in
         its sole discretion, and shall be final and conclusive.


ARTICLE XII
General Conditions

12.1     Anti-assignment Rule. No interest of any Participant, spouse or
         Beneficiary under this Plan and no benefit payable hereunder shall be
         assigned as security for a loan, and any such purported assignment
         shall be null, void and of no effect, nor shall any such interest or
         any such benefit be subject in any manner, either voluntarily or
         involuntarily, to anticipation, sale, transfer, assignment or
         encumbrance by or through any Participant, spouse or Beneficiary.

12.2     No Legal or Equitable Rights or Interest. No Participant or other
         person shall have any legal or equitable rights or interest in this
         Plan that are not expressly granted in this Plan. Participation in this
         Plan does not give any person any right to be retained in the service
         of the Company or any of its subsidiaries or affiliated companies. The
         right and power of the Company to dismiss or discharge an Employee is
         expressly reserved. Notwithstanding the provisions of Section 9.2, the
         Company makes no representations or warranties as to the tax
         consequences to a Participant or a Participant's beneficiaries
         resulting from a deferral of income pursuant to the Plan or that the
         Plan complies in form or operation with Section 409A of the Code and
         regulations issued thereunder.

12.3     No Employment Contract. Nothing contained herein shall be construed to
         constitute a contract of employment between an Employee and the Company
         or any of its subsidiaries or affiliated companies.

12.4     Headings. The headings of Sections are included solely for convenience
         of reference, and if there is any conflict between such headings and
         the text of this Plan, the text shall control.

12.5     Invalid or Unenforceable Provisions. If any provision of this Plan
         shall be held invalid or unenforceable, such invalidity or
         unenforceability shall not affect any other provisions hereof and the
         Plan Administrator may elect in its sole discretion to construe such
         invalid or unenforceable provisions in a manner that conforms to
         applicable law or as if such provisions, to the extent invalid or
         unenforceable, had not been included.

12.6     Governing Law. To the extent not preempted by ERISA, the laws of the
         State of Tennessee shall govern the construction and administration of
         the Plan.


IN WITNESS WHEREOF, the undersigned executed this Plan as of the 27th day of
July, 2005 to be effective as of the Effective Date.



KING PHARMACEUTICALS, INC.

/s/ Brian A. Markison
-------------------------------
Name and Title: President and Chief Executive Officer







                                       20