**Exhibit10.22**

**THE EXECUTIVE NONQUALIFIED EXCESSPLAN****SM**

**PLAN DOCUMENT**

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**TABLE OFCONTENTS**

**THEEXECUTIVE NONQUALIFIED EXCESS PLAN****SM**

|            | ** ** | ** **               | ** **                                         | **Page** |
|------------|------------|--------------------------|----------------------------------------------------|----------|
|       |       |                     |                                               |     |
| Section 1. |       |   Purpose:     |                                               | 1        |
|       |       |                     |                                               |     |
| Section 2. |       |   Definitions: |                                               | 1        |
|       |       |                     |                                               |     |
|       | 2.1        |                     | “Active Participant”                     |     | 1 |
|       | 2.2        |                     | “Adoption Agreement”                     |     | 2 |
|       | 2.3        |                     | “Beneficiary”                            |     | 2 |
|       | 2.4        |                     | “Board”                                  |     | 2 |
|       | 2.5        |                     | “Change in Control”                      |     | 2 |
|       | 2.6        |                     | “Committee”                              |     | 3 |
|       | 2.7        |                     | “Compensation”                           |     | 3 |
|       | 2.8        |                     | “Crediting Date”                         |     | 4 |
|       | 2.9        |                     | “Deferred Compensation Account”          |     | 4 |
|       | 2.10       |                     | “Disabled”                               |     | 4 |
|       | 2.11       |                     | “Education Account”                      |     | 4 |
|       | 2.12       |                     | “Effective Date”                         |     | 4 |
|       | 2.13       |                     | “Employee”                               |     | 5 |
|       | 2.14       |                     | “Employer”                               |     | 5 |
|       | 2.15       |                     | “Employer Credits”                       |     | 5 |
|       | 2.16       |                     | “Independent Contractor”                 |     | 5 |
|       | 2.17       |                     | “In-Service Account”                     |     | 5 |
|       | 2.18       |                     | “Normal Retirement Age”                  |     | 6 |
|       | 2.19       |                     | “Participant”                            |     | 6 |
|       | 2.20       |                     | “Participant Deferral Agreement”         |     | 6 |
|       | 2.21       |                     | “Participant Deferral Credits”           |     | 6 |
|       | 2.22       |                     | "Participating Employer"                 |     | 6 |
|       | 2.23       |                     | “Performance-Based Compensation”         |     | 6 |
|       | 2.24       |                     | “Plan”                                   |     | 7 |
|       | 2.25       |                     | “Plan Administrator”                     |     | 7 |
|       | 2.26       |                     | “Plan-Approved Domestic Relations Order” |     | 7 |
|       | 2.27       |                     | “Plan Year”                              |     | 9 |
|       | 2.28       |                     | “Qualifying Distribution Event”          |     | 9 |
|       | 2.29       |                     | “Retirement Account”                     |     | 9 |
|       | 2.30       |                     | “Service”                                |     | 9 |
|       | 2.31       |                     | “Service Bonus”                          |     | 9 |
|       | 2.32       |                     | “Specified Employee”                     |     | 10 |
|       | 2.33       |                     | “Spouse” or “Surviving Spouse” |     | 10 |
|       | 2.34       |                     | “Student”                                |     | 10 |
|       | 2.35       |                     | “Trust”                                  |     | 10 |
|       | 2.36       |                     | “Trustee”                                |     | 10 |
|       | 2.37       |                     | “Unforeseeable Emergency”                |     | 10 |
|       | 2.38       |                     | “Years of Service”                       |     | 11 |

 

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| Section 3. |   |   Participation:                                        |                                         | 11     |
|------------|--------|-------------------------------------------------------------------|----------------------------------------------|--------|
|       |   |                                                              |                                         |   |
| Section 4. |   |   Credits to Deferred Compensation  Account:            |                                         | 11     |
|       |   |                                                              |                                         |   |
|       | 4.1    |                                                              | Participant Deferral Credits                 |   | 11 |
|       | 4.2    |                                                              | Employer Credits                             |   | 13 |
|       | 4.3    |                                                              | Deferred Compensation Account                |   | 13 |
|       |   |                                                              |                                         |   |
| Section 5. |   |   Qualifying  Distribution Events:                      |                                         | 14     |
|       |   |                                                              |                                         |   |
|       | 5.1    |                                                              | Separation from Service                      |   | 14 |
|       | 5.2    |                                                              | Disability                                   |   | 14 |
|       | 5.3    |                                                              | Death                                        |   | 14 |
|       | 5.4    |                                                              | In-Service Distributions                     |   | 14 |
|       | 5.5    |                                                              | Education Distributions                      |   | 15 |
|       | 5.6    |                                                              | Change in Control                            |   | 16 |
|       | 5.7    |                                                              | Unforeseeable Emergency                      |   | 16 |
|       |   |                                                              |                                         |   |
| Section 6. |   |   Qualifying Distribution Events Payment  Options:      |                                         | 17     |
|       |   |                                                              |                                         |   |
|       | 6.1    |                                                              | Payment Options                              |   | 17 |
|       | 6.2    |                                                              | De Minimis Amounts                           |   | 18 |
|       | 6.3    |                                                              | Subsequent Elections                         |   | 19 |
|       | 6.4    |                                                              | Acceleration Prohibited                      |   | 19 |
|       |   |                                                              |                                         |   |
| Section 7. |   |   Vesting:                                              |                                         | 20     |
|       |   |                                                              |                                         |   |
| Section 8. |   |   Accounts; Deemed Investment; Adjustments  to Account: |                                         | 20     |
|       |   |                                                              |                                         |   |
|       | 8.1    |                                                              | Accounts                                     |   | 20 |
|       | 8.2    |                                                              | Deemed Investments                           |   | 20 |
|       | 8.3    |                                                              | Adjustments to Deferred Compensation Account |   | 21 |
|       |   |                                                              |                                         |   |
| Section 9. |   |   Administration by Committee:                          |                                         | 21     |
|       |   |                                                              |                                         |   |
|       | 9.1    |                                                              | Membership of Committee                      |   | 21 |
|       | 9.2    |                                                              | Committee Officers; Subcommittee             |   | 21 |
|       | 9.3    |                                                              | Committee Meetings                           |   | 22 |
|       | 9.4    |                                                              | Transaction of Business                      |   | 22 |
|       | 9.5    |                                                              | Committee Records                            |   | 22 |
|       | 9.6    |                                                              | Establishment of Rules                       |   | 22 |
|       | 9.7    |                                                              | Conflicts of Interest                        |   | 22 |
|       | 9.8    |                                                              | Correction of Errors                         |   | 23 |
|       | 9.9    |                                                              | Authority to Interpret Plan                  |   | 23 |
|       | 9.10   |                                                              | Third Party Advisors                         |   | 23 |
|       | 9.11   |                                                              | Compensation of Members                      |   | 23 |
|       | 9.12   |                                                              | Expense Reimbursement                        |   | 24 |
|       | 9.13   |                                                              | Indemnification                              |   | 24 |

 

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| Section 10. |   |   Contractual Liability; Trust:                   |                                            | 24     |
|-------------|--------|-------------------------------------------------------------|-------------------------------------------------|--------|
|        |   |                                                        |                                            |   |
|        | 10.1   |                                                        | Contractual Liability                           |   | 24 |
|        | 10.2   |                                                        | Trust                                           |   | 25 |
|        |   |                                                        |                                            |   |
| Section 11. |   |   Allocation of Responsibilities:                 |                                            | 25     |
|        |   |                                                        |                                            |   |
|        | 11.1   |                                                        | Board                                           |   | 25 |
|        | 11.2   |                                                        | Committee                                       |   | 25 |
|        | 11.3   |                                                        | Plan Administrator                              |   | 25 |
|        |   |                                                        |                                            |   |
| Section 12. |   |   Benefits Not Assignable; Facility of  Payments: |                                            | 26     |
|        |   |                                                        |                                            |   |
|        | 12.1   |                                                        | Benefits Not Assignable                         |   | 26 |
|        | 12.2   |                                                        | Plan-Approved Domestic Relations Orders         |   | 26 |
|        | 12.3   |                                                        | Payments to Minors and Others                   |   | 27 |
|        |   |                                                        |                                            |   |
| Section 13. |   |   Beneficiary:                                    |                                            | 27     |
|        |   |                                                        |                                            |   |
| Section 14. |   |   Amendment and Termination of Plan:              |                                            | 28     |
|        |   |                                                        |                                            |   |
|        | 14.1   |                                                        | Termination in the Discretion of the Employer   |   | 28 |
|        | 14.2   |                                                        | Termination Upon Change in Control              |   | 29 |
|        | 14.3   |                                                        | Termination On or Before December 31, 2005      |   | 29 |
|        | 14.4   |                                                        | No Financial Triggers                           |   | 29 |
|        |   |                                                        |                                            |   |
| Section 15. |   |   Communication to Participants:                  |                                            | 29     |
|        |   |                                                        |                                            |   |
| Section 16. |   |   Claims Procedure:                               |                                            | 29     |
|        |   |                                                        |                                            |   |
|        | 16.1   |                                                        | Filing of a Claim for Benefits                  |   | 29 |
|        | 16.2   |                                                        | Notification to Claimant of Decision            |   | 30 |
|        | 16.3   |                                                        | Procedure for Review                            |   | 30 |
|        | 16.4   |                                                        | Decision on Review                              |   | 31 |
|        | 16.5   |                                                        | Action by Authorized Representative of Claimant |   | 31 |
|        |   |                                                        |                                            |   |
| Section 17. |   |   Miscellaneous Provisions:                       |                                            | 31     |
|        |   |                                                        |                                            |   |
|        | 17.1   |                                                        | Set off                                         |   | 31 |
|        | 17.2   |                                                        | Notices                                         |   | 31 |
|        | 17.3   |                                                        | Lost Distributees                               |   | 32 |
|        | 17.4   |                                                        | Reliance on Data                                |   | 32 |
|        | 17.5   |                                                        | Receipt and Release for Payments                |   | 32 |
|        | 17.6   |                                                        | Headings                                        |   | 33 |
|        | 17.7   |                                                        | Continuation of Employment                      |   | 33 |
|        | 17.8   |                                                        | Merger or Consolidation; Assumption of Plan     |   | 33 |
|        | 17.9   |                                                        | Construction                                    |   | 33 |

 

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**THEEXECUTIVE NONQUALIFIED EXCESS PLAN****SM**

**Section 1.**       **Purpose**:

By execution ofthe Adoption Agreement, the Employer has adopted the Plan set forth herein toprovide a means by which certain management Employees or Independent Contractorsof the Employer may elect to defer receipt of current Compensation from the Employerin order to provide retirement and other benefits on behalf of such Employeesor Independent Contractors of the Employer, as selected in the AdoptionAgreement. The Plan is intended to be a nonqualified deferred compensation planthat complies with the provisions of Section 409A of the Internal Revenue Code(the “Code”). The Plan is intended to be an unfunded plan maintained primarilyfor the purpose of providing deferred compensation benefits for a select groupof management or highly compensated employees under Sections 201(2),301(a)(3)and 401(a)(1) of the Employee Retirement Income Security Act of 1974 and independentcontractors.

**Section 2.****       Definitions:**

As used in thePlan, including this Section 2, references to one gender shall include theother and, unless otherwise indicated by the context:

**2.1****          “Active Participant”**means, with respect to any day or date, a Participant who is in Service on suchday or date; provided, that a Participant shall cease to be an Active Participantimmediately upon a determination by the Committee that the Participant hasceased to be an Employee or Independent Contractor, or that the Participant nolonger meets the eligibility requirements of the Plan.

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**2.2**          **“AdoptionAgreement”** means the written agreement pursuant to which theEmployer adopts the Plan. The Adoption Agreement is a part of the Plan asapplied to the Employer.

**2.3****          “Beneficiary”** meansthe person, persons, entity or entities designated or determined pursuant tothe provisions of Section 13 of the Plan.

**2.4****          “Board”** means theBoard of Directors of the Employer, if the Employer is a corporation. If theEmployer is not a corporation, “Board” shall mean the Employer.

**2.5****          “Change in Control”**of a corporation (or, to the extent permitted in this Section 2.5, apartnership or other entity) shall occur on the earliest of the followingevents:

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

2.5.2        Change in Effective Control: A change ineffective control of a corporation occurs on the date that either:

(i) Any one person, or more than one person acting asa group, acquires (or has acquired during the 12-month period ending on the dateof the most recent acquisition by such person or persons) ownership of stock ofthe corporation possessing 35% or more of the total voting power of the stockof the corporation; or

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

2.5.3        Change in Ownership of Substantial Assets: Achange in the ownership of a substantial portion of a corporation’s assetsoccurs on the date that any one person, or more than one person acting as agroup, acquires (or has acquired during the 12-month period ending on the dateof the most recent

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acquisition by such person or persons) assets from the corporation thathave a total gross fair market value equal to or more than 40% of the totalgross fair market value of the assets of the corporation immediately prior tosuch acquisition or acquisitions. For this purpose, gross fair market valuemeans the value of the assets of the corporation, or the value of the assetsbeing disposed of, determined without regard to any liabilities associated withsuch assets.

For this purpose, theChange in Control must relate to (i) a corporation that is the Employer of theParticipant; (ii) a corporation that is liable for the payment of benefitsunder this Plan; (iii) a corporation that is a majority shareholder of thecorporation described in (i) or (ii); or (iv) any corporation in a chain ofcorporations in which each corporation is a majority shareholder of anothercorporation in the chain, ending with the corporation described in (i) or (ii).To the extent provided in regulations and administrative guidance promulgatedunder Section 409A of the Code, the provisions of this Section 2.5 may beapplied to changes in the ownership of a partnership and changes in theownership of a substantial portion of the assets of a partnership. A Change inControl shall not be deemed to have occurred until a majority of the members ofthe Board receive written certification from the Committee that one of theevents set forth in this Section 2.5 has occurred. The occurrence of an eventdescribed in this Section 2.5 must be objectively determinable by the Committeeand, if made in good faith on the basis of information available at the time,such determination shall be conclusive and binding on the Committee, the Employer,the Participants and their Beneficiaries for all purposes of the Plan.

**2.6****          “Committee”** meansthe person designated in the Adoption Agreement. If the Committee designated inthe Adoption Agreement is unable to serve, the Employer shall satisfy theduties of the Committee provided for in Section 9.

**2.7****          “Compensation”** shallhave the meaning designated in the Adoption Agreement.

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**2.8****          “Crediting Date”**means the date designated in the Adoption Agreement for crediting the amount ofany Participant Deferral Credits to the Deferred Compensation Account of aParticipant. Employer Credits may be credited to the Deferred Compensation Accountof a Participant on any day that securities are traded on a national securitiesexchange.

**2.9****          “Deferred CompensationAccount”** means the account maintained with respect to each Participantunder the Plan. The Deferred Compensation Account shall be credited withParticipant Deferral Credits and Employer Credits, credited or debited fordeemed investment gains or losses, and adjusted for payments in accordance withthe rules and elections in effect under Section 8. The Deferred CompensationAccount of a Participant shall include any In-Service Account or EducationAccount of the Participant, if applicable.

**2.10****        “Disabled”** means aParticipant who is unable to engage in any substantial gainful activity byreason of any medically determinable physical or mental impairment which can beexpected to result in death or can be expected to last for a continuous periodof not less than 12 months, or is, by reason of any medically determinablephysical or mental impairment which can be expected to result in death or canbe expected to last for a continuous period of not less than 12 months,receiving income replacement benefits for a period of not less than threemonths under an accident and health plan covering Employees of the Employer.

**2.11****        “Education Account”**means a separate account to be kept for each Participant that has elected totake education distributions as described in Section 5.5. The Education Accountshall be adjusted in the same manner and at the same time as the DeferredCompensation Account under Section 8 and in accordance with the rules andelections in effect under Section 8.

**2.12****        “Effective Date”** shallbe the date designated in the Adoption Agreement as of which the Plan firstbecomes effective. Notwithstanding the foregoing, any amounts

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credited to the accountof a Participant pursuant to the terms of a predecessor plan of the Employerwhich are not earned and vested before January 1, 2005, shall be subject to theterms of this Plan.

**2.13****        “Employee”** means anindividual in the Service of the Employer if the relationship between theindividual and the Employer is the legal relationship of employer and employeeand if the individual is a highly compensated or management employee of theEmployer. An individual shall cease to be an Employee upon the Employee’stermination of Service.

**2.14****        “Employer”** means theEmployer identified in the Adoption Agreement, and any Participating Employerwhich adopts this Plan. The Employer may be a corporation, a limited liabilitycompany, a partnership or sole proprietorship. All references herein to theEmployer shall include each trade or business (whether or not incorporated)that is required to be aggregated with the Employer under rules similar tosubsections (b) and (c) of Section 414 of the Code.

**2.15****        “Employer Credits”**meansthe amounts credited to the Participant’s Deferred Compensation Account by theEmployer pursuant to the provisions of Section 4.2. 

**2.16**        **“IndependentContractor”** means an individual in the Service of the Employer ifthe relationship between the individual and the Employer is not the legalrelationship of employer and employee. An individual shall cease to be an IndependentContractor upon the termination of the Independent Contractor’s Service. AnIndependent Contractor shall include a director of the Employer who is not anEmployee.

**2.17****        “In-Service Account”**means a separate account to be kept for each Participant that has elected totake in-service distributions as described in Section 5.4. The In- ServiceAccount shall be adjusted in the same manner and at the same time as theDeferred

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Compensation Accountunder Section 8 and in accordance with the rules and elections in effect underSection 8.

**2.18****        “Normal Retirement Age”**of a Participant means the age designated in the Adoption Agreement.

**2.19****        “Participant”** meanswith respect to any Plan Year an Employee or Independent Contractor who hasbeen designated by the Committee as a Participant and who has entered the Planor who has a Deferred Compensation Account under the Plan.

**2.20****        “Participant DeferralAgreement”** means a written agreement entered into between a Participant andthe Employer pursuant to the provisions of Section 4.1

**2.21****        “Participant DeferralCredits”** means the amounts credited to the Participant’s DeferredCompensation Account by the Employer pursuant to the provisions of Section 4.1.

**2.22****        “Participating Employer”**means any trade or business (whether or not incorporated) which adopts thisPlan with the consent of the Employer identified in the Adoption Agreement.

**2.23****        “Performance-BasedCompensation”** means compensation where the amount of, or entitlement to,the compensation is contingent on the satisfaction of preestablishedorganizational or individual performance criteria relating to a performanceperiod of at least twelve months in which the service provider performsservices. Organizational or individual performance criteria are consideredpreestablished if established in writing at least 90 days after thecommencement of the period of service to which the criteria relates, providedthat the outcome is substantially uncertain at the time the criteria areestablished. Performance-based compensation may include payments based uponsubjective performance criteria in accordance

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as provided inregulations and administrative guidance promulgated under Section 409A of theCode.

**2.24****        “Plan”** means TheExecutive Nonqualified Excess Plan, as herein set out or as duly amended. Thename of the Plan as applied to the Employer shall be designated in the AdoptionAgreement.

**2.25****        “Plan Administrator”**means the person designated in the Adoption Agreement. If the PlanAdministrator designated in the Adoption Agreement is unable to serve, theEmployer shall be the Plan Administrator.

**2.26****        “Plan-Approved DomesticRelations Order”** shall mean a court order that is lawfully directed to thisPlan and that is served upon the Plan Administrator before the Participantreceives a distribution of his benefit that pursuant to a state domesticrelations law creates or recognizes the existence of the right of an alternatepayee to receive all or a portion of a Participant’s benefit and that meets allof the following requirements. An order shall not be a Plan-Approved DomesticRelations Order unless the Plan Administrator determines that the court orderon its face and without reference to any other document states all of thefollowing:

(a)           The court orderexpressly states that it relates to the provision of child support, alimony, ormarital property rights to a spouse, former spouse, or child of a Participantand is made pursuant to State domestic relations law.

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

(c)           The court order clearlyand unambiguously specifies the name of the Participant’s Employer.

(d)           The court order clearlyspecifies: the name, mailing address, and social security number of theParticipant; and the name, mailing address, and social security number of eachalternate payee.

(e)           The court order clearlyspecifies the amount or percentage, or the manner in which the amount orpercentage is to be determined, of the Participant’s benefit to be paid to orsegregated for the separate account of the alternate payee.

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(f)            The court orderexpressly states that the alternate payee’s segregated account shall bear allfees and expenses as though the alternate payee were a Participant.

(g)           The court order clearlyspecifies that any distribution to the alternate payee becomes payable onlyafter a Qualifying Distribution Event of the Participant and only upon thealternate payee’s written claim made to the Administrator.

(h)           The court order clearlyspecifies that any distribution to any alternate payee shall be payable only asa lump sum.

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

(j)            The court orderexpressly states that the order does not require this Plan to provide increasedbenefits.

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

(l)            The court orderexpressly states that nothing in the order shall have any effect concerning anyparty’s tax treatment, and that nothing in the order shall direct any person’stax reporting or withholding.

An order shall not be aPlan-approved Domestic Relations Order if it includes any provision that doesnot relate to this Plan. Without limiting the comprehensive effect of thepreceding sentence, an order shall not be a Plan-Approved Domestic Relations Orderif the order includes any provision relating to any pension plan, retirementplan, deferred compensation plan, health plan, welfare benefit plan, oremployee benefit plan other than this Plan. An order shall not be aPlan-Approved Domestic Relations Order unless the order provides for only onealternate payee. An order shall not be a Plan-Approved Domestic Relations Orderif the order includes any provision that would permit the alternate payee todesignate any beneficiary for any purpose. However, an order does not fail toqualify as a Plan-approved Domestic Relations Order because it provides thatany rights not paid before the alternate payee’s death shall be payable to theduly appointed and then-currently serving personal representative of the alternatepayee’s estate. The Plan Administrator may assume that the alternate payeenamed by the court order is a proper

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payee and need notinquire into whether the person named is a spouse or former spouse or child ofthe Participant.

**2.27****        “Plan Year”** means thetwelve-month period ending on the last day of the month designated in theAdoption Agreement; provided, that the initial Plan Year may have fewer thantwelve months.

**2.28****        “Qualifying DistributionEvent”** means (i) the separation from Service of the Participant, (ii) thedate the Participant becomes Disabled, (iii) the death of the Participant, (iv)the time specified by the Participant for an in-service or educationdistribution, (v) a Change in Control, or (vi) an Unforeseeable Emergency, eachto the extent provided in Section 5.

**2.29****        “Retirement Account”**means the portion of the Deferred Compensation Account of a Participant,excluding any In-Service Account or any Education Account. The RetirementAccount shall be adjusted in the same manner and at the same time as theDeferred Compensation Account under Section 8 and in accordance with the rulesand regulations in effect under Section 8.

**2.30****        “Service”** meansemployment by the Employer as an Employee. For purposes of the Plan, theemployment relationship is treated as continuing intact while the Employee ison military leave, sick leave, or other bona fide leave of absence if theperiod of such leave does not exceed six months, or if longer, so long as theEmployee’s right to reemployment is provided either by statue or contract. Ifthe Participant is an Independent Contractor, “Service” shall mean the periodduring which the contractual relationship exists between the Employer and theParticipant. The contractual relationship is not terminated if the Participantanticipates a renewal of the contract or becomes an Employee.

**2.31****        “Service Bonus”** meansany bonus paid to a Participant by the Employer which is not Performance-BasedCompensation.

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**2.32****        “Specified Employee”**means an employee who meets the requirements of Section 416(i)(1)(A)(i), (ii)or (iii) of the Code (applied in accordance with the regulations thereunder andwithout regard to Section 416(i)(5) of the Code) at any time during the twelve-monthperiod ending on December 31 of each year (the “identification date”). If theperson is a key employee as of any identification date, the person is treatedas a Specified Employee for the twelve-month period beginning on the first dayof the fourth month following the identification date.

**2.33****        “Spouse” or “SurvivingSpouse”** means, except as otherwise provided in the Plan, a person who isthe legally married spouse or surviving spouse of a Participant.

**2.34****        “Student”** means theindividual designated by the Participant in the Participant Deferral Agreementwith respect to whom the Participant will create an Education Account.

**2.35****        “Trust”** means thetrust fund established pursuant to Section 10.2, if designated by the Employerin the Adoption Agreement.

**2.36****        “Trustee”** means thetrustee, if any, named in the agreement establishing the Trust and suchsuccessor or additional trustee as may be named pursuant to the terms of theagreement establishing the Trust.

**2.37****        “Unforeseeable Emergency”**means a severe financial hardship to the Participant resulting from a sudden orunexpected illness or accident of the Participant, the Participant’s Spouse ordependent (as defined in Section 152(a) of the Code), loss of the Participant’sproperty due to casualty, or other similar extraordinary and unforeseeablecircumstances arising as a result of events beyond the control of theParticipant.

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**2.38****        “Years of Service”**means each Plan Year of Service completed by the Participant. For vestingpurposes, Years of Service shall be calculated from the date designated in theAdoption Agreement.

**Section 3.****       Participation:**

The Committee inits discretion shall designate each Employee or Independent Contractor who iseligible to participate in the Plan. An Employee or Independent Contractordesignated by the Committee as a Participant who has not otherwise entered thePlan shall enter the Plan and become a Participant as of the date determined bythe Committee. A Participant who separates from Service with the Employer andwho later returns to Service will not be an Active Participant under the Planexcept upon satisfaction of such terms and conditions as the Committee shallestablish upon the Participant’s return to Service, whether or not theParticipant shall have a balance remaining in the Deferred Compensation Accountunder the Plan on the date of the return to Service.

**Section 4.**       **Credits to DeferredCompensation Account**:

**4.1****          Participant DeferralCredits**. To the extent provided in the Adoption Agreement, each ActiveParticipant may elect, by entering into a Participant Deferral Agreement withthe Employer, to defer the receipt of Compensation from the Employer by adollar amount or percentage specified in the Participant Deferral Agreement.The amount of the Participant Deferral Credit shall be credited by the Employerto the Deferred Compensation Account maintained for the Participant pursuant toSection 8. The following special provisions shall apply with respect to theParticipant Deferral Credits of a Participant:

4.1.1        The Employer shall credit to the Participant’sDeferred Compensation Account on each Crediting Date an amount equal to thetotal Participant Deferral Credit for the period ending on such Crediting Date.

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4.1.2        An election pursuant to this Section 4.1 shallbe made by the Participant by executing and delivering a Participant DeferralAgreement to the Committee. Except as otherwise provided in this Section 4.1,the Participant Deferral Agreement shall become effective with respect to suchParticipant as of the first day of January following the date such ParticipantDeferral Agreement is received by the Committee. A Participant’s election maybe changed at any time prior to the last permissible date for making theelection as permitted in this Section 4.1, and shall thereafter be irrevocable.The election of a Participant shall continue in effect for subsequent yearsuntil modified by the Participant as permitted in this Section 4.1, or untilthe earlier of the date the Participant separates from Service or ceases to bean Active Participant under the Plan.

4.1.3        In the case of the first year in which theParticipant becomes eligible to participate in the Plan, the Participant mayexecute and deliver a Participant Deferral Agreement to the Committee within 30days after the date the Participant enters the Plan to be effective as of thefirst payroll period next following the date the Participant Deferral Agreementis received by the Committee. For Compensation that is earned based upon aspecified performance period (for example, an annual bonus), where a deferralelection is made in the first year of eligibility but after the beginning ofthe service period, the election will be deemed to apply to Compensation paidfor services subsequent to the election if the election applies to the portionof the Compensation equal to the total amount of the Compensation for theservice period multiplied by the ratio of the number of days remaining in theperformance period after the election over the total number of days in theperformance period.

4.1.4        A Participant may unilaterally modify a ParticipantDeferral Agreement (either to terminate, increase or decrease the portion ofhis future Compensation which is subject to deferral within the percentagelimits set forth in Section 4.1 of the Adoption Agreement) by providing awritten modification of the Participant Deferral Agreement to the Employer. Themodification shall become effective as of the first day of January followingthe date such written modification is received by the Committee.Notwithstanding the foregoing, at any time during the calendar year 2005, aParticipant may terminate a Participant Deferral Agreement, or modify aParticipant Deferral Agreement to reduce the amount of Compensation subject tothe deferral election, so long as the Compensation subject to the terminated ormodified Participant Deferral Agreement is includible in the income of theParticipant in calendar year 2005 or, if later, in the taxable year in whichthe amounts are earned and vested.

4.1.5        If the Participant performed servicescontinuously from a date no later than the date upon which the performancecriteria are established through a date no earlier than the date upon which theParticipant makes an initial deferral election, a Participant DeferralAgreement relating to the deferral of Performance- Based Compensation may beexecuted and delivered to the Committee no later than the date which is 6months prior to the end of the performance period, provided that in no eventmay an election to defer Performance-Based

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Compensation be madeafter such Compensation has become both substantially certain to be paid andreadily ascertainable.

4.1.6        If the Employer has a fiscal year other thanthe calendar year, Compensation relating to service in the fiscal year of theEmployer (such as a bonus based on the fiscal year of the Employer), of whichno amount is paid or payable during the fiscal year, may be deferred at theParticipant’s election only if the election to defer is made not later than theclose of the Employer’s fiscal year next preceding the first fiscal year inwhich the Participant performs any services for which such Compensation ispayable.

4.1.7        Compensation payable after the last day of theParticipant’s taxable year solely for services provided during the finalpayroll period containing the last day of the Participant’s taxable year (i.e.,December 31) is treated for purposes of this Section 4.1 as Compensation forservices performed in the subsequent taxable year.

4.1.8        The Committee may from time to time establishpolicies or rules consistent with the requirements of Section 409A of the Codeto govern the manner in which Participant Deferral Credits may be made.

4.1.9        The requirements of Section 4.1.2 relating tothe timing of the Participant Deferral Agreement shall not apply to anydeferral elections made on or before March 15, 2005, provided that (a) theamounts to which the deferral election relate have not been paid or becomepayable at the time of the election, (b) the Plan was in existence on or beforeDecember 31, 2004, (c) the election to defer compensation is made in accordancewith the terms of the Plan as in effect on December 31, 2005 (other than arequirement to make a deferral election after March 15, 2005), (d) the Plan isotherwise operated in accordance with the requirements of Section 409A of theCode, and (e) the Plan is amended to comply with Section 409A in accordancewith Q&A 19 of Notice 2005-1.

**4.2****          Employer Credits**. Ifdesignated by the Employer in the Adoption Agreement, the Employer shall causethe Committee to credit to the Deferred Compensation Account of each ActiveParticipant an Employer Credit as determined in accordance with the AdoptionAgreement.

**4.3****          Deferred CompensationAccount**. All Participant Deferral Credits and Employer Credits shall becredited to the Deferred Compensation Account of the Participant.

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**Section 5**.       **Qualifying DistributionEvents**:

**5.1****          Separation from Service.**If the Participant separates from Service with the Employer, the vested balancein the Deferred Compensation Account shall be paid to the Participant by theEmployer as provided in Section 6. Notwithstanding the foregoing, nodistribution shall be made earlier than six months after the date of separationfrom Service (or, if earlier, the date of death) with respect to a Participantwho is a Specified Employee of a corporation the stock in which is traded on anestablished securities market or otherwise. Any payments to which a SpecifiedEmployee would be entitled during the first six months following the date ofseparation from Service shall be accumulated and paid on the first day of theseventh month following the date of separation from service.

**5.2****          Disability**. If theParticipant becomes Disabled while in Service, the vested balance in theDeferred Compensation Account shall be paid to the Participant by the Employeras provided in Section 6.

**5.3****          Death**. If theParticipant dies while in Service, the Employer shall pay a benefit to theParticipant’s Beneficiary in the amount designated in the Adoption Agreement.Payment of such benefit shall be made by the Employer as provided in Section 6.If a Participant dies following his separation from Service for any reason, andbefore all payments under the Plan have been made, the vested balance in theDeferred Compensation Account shall be paid by the Employer to theParticipant’s Beneficiary in a single lump sum.

**5.4****          In-Service Distributions**.If the Employer designates in the Adoption Agreement that in-servicedistributions are permitted under the Plan, a Participant may designate in theParticipant Deferral Agreement to have a specified amount credited to theParticipant’s In- Service Account for in-service distributions at the later ofthe date specified by the Participant or as specified in the AdoptionAgreement. In no event may an in-service distribution be made

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prior to two yearsfollowing the establishment of the In-Service Account of the Participant. Ifthe Participant elects to receive in-service distributions in annualinstallment payments, the payment of each annual installment shall be made on theanniversary of the date of the first installment payment, and the amount of theannual installment shall be adjusted on such anniversary for credits or debitsto the Participant’s account pursuant to Section 8 of the Plan. Such adjustmentshall be made by dividing the balance in the In-Service Account on such date bythe number of annual installments remaining to be paid hereunder; provided thatthe last annual installment due under the Plan shall be the entire amountcredited to the Participant’s In- Service Account on the date of payment.Notwithstanding the foregoing, if a Participant incurs a QualifyingDistribution Event prior to the date on which the entire balance in theIn-Service Account has been distributed, then the balance in the In-Service Accounton the date of the Qualifying Distribution Event shall be distributed to theParticipant in the same manner and at the same time as the balance in theDeferred Compensation Account is distributed under Section 6 and in accordancewith the rules and elections in effect under Section 6.

**5.5****          Education Distributions**.If the Employer designates in the Adoption Agreement that educationdistributions are permitted under the Plan, a Participant may designate in theParticipant Deferral Agreement to have a specified amount credited to theParticipant’s Education Account for education distributions at the later of thedate specified by the Participant or the date specified in the AdoptionAgreement. If the Participant designates more than one Student, the EducationAccount will be divided into a separate Education Account for each Student, andthe Participant may designate in the Participant Deferral Agreement thepercentage or dollar amount to be credited to each Education Account. In theabsence of a clear designation, all credits made to the Education Account shallbe equally allocated to each Education Account. The Employer shall pay to theParticipant the balance in the Education Account with respect to

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the Student at the timeand in the manner designated by the Participant in the Participant DeferralAgreement. If the Participant elects to receive education distributions inannual installment payments, the payment of each annual installment shall bemade on the anniversary of the date of the first installment payment, and theamount of the annual installment shall be adjusted on such anniversary forcredits or debits to the Participant’s Education Account pursuant to Section 8of the Plan. Such adjustment shall be made by dividing the balance in theEducation Account on such date by the number of annual installments remainingto be paid hereunder; provided that the last annual installment due under thePlan shall be the entire amount credited to the Participant’s Education Accounton the date of payment. Notwithstanding the foregoing, if the Participantincurs a Qualifying Distribution Event prior to the date on which the entirebalance of the Education Account has been distributed, then the balance in theEducation Account on the date of the Qualifying Distribution Event shall bedistributed to the Participant in the same manner and at the same time as theDeferred Compensation Account is distributed under Section 6 and in accordancewith the rules and elections in effect under Section 6.

**5.6****          Change in Control.**If the Employer designates in the Adoption Agreement that distributions arepermitted under the Plan in the event of a Change in Control, the Participantmay designate in the Participant Deferral Agreement to have the vested balancein the Deferred Compensation Account paid to the Participant upon a Change inControl by the Employer as provided in Section 6.

**5.7****          Unforeseeable Emergency**.A distribution from the Deferred Compensation Account may be made to aParticipant in the event of an Unforeseeable Emergency, subject to thefollowing provisions:

5.7.1        A Participant may, at any time prior to hisseparation from Service for any reason, make application to the Committee toreceive a distribution in a lump sum of all or a portion of the vested balancein the Deferred Compensation

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Account (determined as of the date the distribution, if any, is madeunder this Section 5.7) because of an Unforeseeable Emergency. A distributionbecause of an Unforeseeable Emergency shall not exceed the amount required tosatisfy the Unforeseeable Emergency plus amounts necessary to pay taxesreasonably anticipated as a result of such distribution, after taking intoaccount the extent to which the Unforeseeable Emergency may be relieved throughreimbursement or compensation by insurance or otherwise or by liquidation ofthe Participant’s assets (to the extent the liquidation of such assets wouldnot itself cause severe financial hardship).

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

5.7.3        If a distribution under this Section 5.7 isapproved by the Committee, such distribution will be made as soon aspracticable following the date it is approved. The processing of the requestshall be completed as soon as practicable from the date on which the Committeereceives the properly completed written request for a distribution on accountof an Unforeseeable Emergency. Any deferral election of the Participant ineffect at the time of a distribution on account of an Unforeseeable Emergencymay be cancelled upon the Participant’s request, and if so cancelled, anysubsequent deferral by the Participant shall be made pursuant to a newParticipant Deferral Agreement which shall become effective as of the first dayof January following the date such Participant Deferral Agreement is receivedby the Committee. If a Participant’s separation from Service occurs after arequest is approved in accordance with this Section 5.7.3, but prior todistribution of the full amount approved, the approval of the request shall beautomatically null and void and the benefits which the Participant is entitledto receive under the Plan shall be distributed in accordance with theapplicable distribution provisions of the Plan.

5.7.4        The Committee may from time to time adoptadditional policies or rules consistent with the requirements of Section 409Aof the Code to govern the manner in which such distributions may be made sothat the Plan may be conveniently administered.

**Section 6.**       **Qualifying DistributionEvents Payment Options**:

**6.1****          Payment Options.** TheEmployer shall designate in the Adoption Agreement the payment options whichmay be elected by the Participant. The Participant shall elect in theParticipant Deferral Agreement the method under which the vested balance in the

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Deferred CompensationAccount will be distributed from among the designated payment options. Paymentshall be made in the manner elected by the Participant and shall commence uponthe date of the Qualifying Distribution Event. A payment shall be treated asmade upon the date of the Qualifying Distribution Event if it is made on suchdate or a later date within the same calendar year or, if later, by the 15thday of the third calendar month following the Qualifying Distribution Event. Apayment may be further delayed to the extent permitted in accordance withregulations and guidance under Section 409A of the Code. The Participant mayelect a different method of payment for each Qualifying Distribution Event asspecified in the Adoption Agreement. If the Participant elects the installmentpayment option, the payment of each annual installment shall be made on theanniversary of the date of the first installment payment, and the amount of theannual installment shall be adjusted on such anniversary for credits or debitsto the Participant’s account pursuant to Section 8 of the Plan. Such adjustmentshall be made by dividing the balance in the Deferred Compensation Account onsuch date by the number of annual installments remaining to be paid hereunder;provided that the last annual installment due under the Plan shall be theentire amount credited to the Participant’s account on the date of payment. Inthe event the Participant fails to make a valid election of the payment method,the distribution will be made in a single lump sum payment upon the QualifyingDistribution Event. Notwithstanding the provisions of Sections 6.3 or 6.4 ofthe Plan, a Participant may elect on or before December 31, 2006, the method ofpayment of amounts subject to Section 409A of the Code provided that suchelection applies only to amounts that would not otherwise be payable in 2006and does not cause an amount to paid in 2006 that would not otherwise bepayable in such year.

**6.2****          De Minimis Amounts**.Notwithstanding any payment election made by the Participant, the vestedbalance in the Deferred Compensation Account of the Participant will

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be distributed in asingle lump sum payment if the payment accompanies the termination of theParticipant’s entire interest in the Plan and the amount of such payment doesnot exceed the amount designated by the Employer in the Adoption Agreement.Such payment shall be made on or before the later of (i) December 31 of thecalendar year in which the Participant separates from Service from theEmployer, or (ii) the date that is 2-1/2 months after the Participant separatesfrom Service from the Employer.

**6.3****          Subsequent Elections**.With the consent of the Committee, a Participant may delay or change the methodof payment of the Deferred Compensation Account subject to the followingrequirements:

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

6.3.2        If the new election relates to a payment for aQualifying Distribution Event other than the death of the Participant, theParticipant becoming Disabled, or an Unforeseeable Emergency, the new electionmust provide for the deferral of the first payment for a period of at leastfive years from the date such payment would otherwise have been made.

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

For purposes of this Section6.3 and Section 6.4, a payment is each separately identified amount to whichthe Participant is entitled under the Plan; provided, that entitlement to aseries of installment payments is treated as the entitlement to a singlepayment.

**6.4****          Acceleration Prohibited**.The acceleration of the time or schedule of any payment due under the Plan isprohibited except as provided in regulations and administrative guidancepromulgated under Section 409A of the Code. It is not an acceleration of thetime or schedule of payment if the Employer waives or accelerates the vestingrequirements applicable to a benefit under the Plan.

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**Section 7.**       **Vesting:**

A Participant shall befully vested in the portion of his Deferred Compensation Account attributableto Participant Deferral Credits, and all income, gains and losses attributablethereto. A Participant shall become fully vested in the portion of his DeferredCompensation Account attributable to Employer Credits, and income, gains andlosses attributable thereto, in accordance with the vesting schedule andprovisions designated by the Employer in the Adoption Agreement. If aParticipant’s Deferred Compensation Account is not fully vested upon separationfrom Service, the portion of the Deferred Compensation Account that is notfully vested shall thereupon be forfeited.

**Section 8.****       Accounts; DeemedInvestment; Adjustments to Account:**

**8.1****          Accounts**. TheCommittee shall establish a book reserve account, entitled the “DeferredCompensation Account,” on behalf of each Participant. The Committee shall alsoestablish an In-Service Account and Education Account as a part of the DeferredCompensation Account of each Participant, if applicable. The amount credited tothe Deferred Compensation Account shall be adjusted pursuant to the provisionsof Section 8.3.

**8.2****          Deemed Investments**.The Deferred Compensation Account of a Participant shall be credited with aninvestment return determined as if the account were invested in one or moreinvestment funds made available by the Committee. The Participant shall electthe investment funds in which his Deferred Compensation Account shall be deemedto be invested. Such election shall be made in the manner prescribed by theCommittee and shall take effect upon the entry of the Participant into the Plan.The investment election of the Participant shall remain in effect until a newelection is made by the Participant. In the event the Participant fails for anyreason to make an effective election of the investment return to be credited tohis account, the investment return shall be determined by the Committee.

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**8.3****          Adjustments to DeferredCompensation Account**. With respect to each Participant who has a DeferredCompensation Account under the Plan, the amount credited to such account shallbe adjusted by the following debits and credits, at the times and in the orderstated:

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

8.3.2        The Deferred Compensation Account shall becredited on each Crediting Date with the total amount of any ParticipantDeferral Credits and Employer Credits to such account since the last precedingCrediting Date.

8.3.3        The Deferred Compensation Account shall becredited or debited on each day securities are traded on a national stockexchange with the amount of deemed investment gain or loss resulting from theperformance of the investment funds elected by the Participant in accordance withSection 8.2. The amount of such deemed investment gain or loss shall bedetermined by the Committee and such determination shall be final andconclusive upon all concerned.

**Section 9.****       Administration byCommittee:**

**9.1****          Membership of Committee**.If elected in the Adoption Agreement, the Committee shall consist of at leastthree individuals who shall be appointed by the Board to serve at the pleasureof the Board. Any member of the Committee may resign, and his successor, ifany, shall be appointed by the Board. The Committee shall be responsible forthe general administration and interpretation of the Plan and for carrying outits provisions, except to the extent all or any of such obligations arespecifically imposed on the Board.

**9.2****          Committee Officers; Subcommittee**.The members of the Committee may elect Chairman and may elect an actingChairman. They may also elect a Secretary and may elect an acting Secretary,either of whom may be but need not be a member of the Committee. The Committeemay appoint from its membership such subcommittees with such

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powers as the Committeeshall determine, and may authorize one or more of its members or any agent toexecute or deliver any instruments or to make any payment on behalf of theCommittee.

**9.3****          Committee Meetings.**The Committee shall hold such meetings upon such notice, at such places and atsuch intervals as it may from time to time determine. Notice of meetings shallnot be required if notice is waived in writing by all the members of theCommittee at the time in office, or if all such members are present at themeeting.

**9.4****          Transaction of Business.**A majority of the members of the Committee at the time in office shallconstitute a quorum for the transaction of business. All resolutions or otheractions taken by the Committee at any meeting shall be by vote of a majority ofthose present at any such meeting and entitled to vote. Resolutions may beadopted or other action taken without a meeting upon written consent theretosigned by all of the members of the Committee.

**9.5****          Committee Records**.The Committee shall maintain full and complete records of its deliberations anddecisions. The minutes of its proceedings shall be conclusive proof of thefacts of the operation of the Plan.

**9.6****          Establishment of Rules**.Subject to the limitations of the Plan, the Committee may from time to timeestablish rules or by-laws for the administration of the Plan and thetransaction of its business.

**9.7****          Conflicts of Interest**.No individual member of the Committee shall have any right to vote or decideupon any matter relating solely to himself or to any of his rights or benefitsunder the Plan (except that such member may sign unanimous written consent toresolutions adopted or other action taken without a meeting), except relatingto the terms of his Participant Deferral Agreement.

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**9.8****          Correction of Errors**.The Committee may correct errors and, so far as practicable, may adjust anybenefit or credit or payment accordingly. The Committee may in its discretionwaive any notice requirements in the Plan; provided, that a waiver of notice inone or more cases shall not be deemed to constitute a waiver of notice in anyother case. With respect to any power or authority which the Committee hasdiscretion to exercise under the Plan, such discretion shall be exercised in anondiscriminatory manner.

**9.9****          Authority to InterpretPlan**. Subject to the claims procedure set forth in Section 16 the PlanAdministrator and the Committee shall have the duty and discretionary authorityto interpret and construe the provisions of the Plan and to decide any disputewhich may arise regarding the rights of Participants hereunder, including thediscretionary authority to construe the Plan and to make determinations as toeligibility and benefits under the Plan. Determinations by the PlanAdministrator and the Committee shall apply uniformly to all persons similarlysituated and shall be binding and conclusive upon all interested persons.

**9.10****        Third Party Advisors**.The Committee may engage an attorney, accountant, actuary or any othertechnical advisor on matters regarding the operation of the Plan and to performsuch other duties as shall be required in connection therewith, and may employsuch clerical and related personnel as the Committee shall deem requisite or desirablein carrying out the provisions of the Plan. The Committee shall from time totime, but no less frequently than annually, review the financial condition ofthe Plan and determine the financial and liquidity needs of the Plan. TheCommittee shall communicate such needs to the Employer so that its policies maybe appropriately coordinated to meet such needs.

**9.11****        Compensation of Members**.No fee or compensation shall be paid to any member of the Committee for hisService as such.

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**9.12****        Expense Reimbursement.**The Committee shall be entitled to reimbursement by the Employer for itsreasonable expenses properly and actually incurred in the performance of itsduties in the administration of the Plan.

**9.13****        Indemnification.** Nomember of the Committee shall be personally liable by reason of any contract orother instrument executed by him or on his behalf as a member of the Committeenor for any mistake of judgment made in good faith, and the Employer shallindemnify and hold harmless, directly from its own assets (including theproceeds of any insurance policy the premiums for which are paid from theEmployer’s own assets), each member of the Committee and each other officer,employee, or director of the Employer to whom any duty or power relating to theadministration or interpretation of the Plan may be delegated or allocated,against any unreimbursed or uninsured cost or expense (including any sum paidin settlement of a claim with the prior written approval of the Board) arisingout of any act or omission to act in connection with the Plan unless arisingout of such person’s own fraud, bad faith, willful misconduct or grossnegligence.

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

**10.1****        Contractual Liability**.The obligation of the Employer to make payments hereunder shall constitute acontractual liability of the Employer to the Participant. Such payments shallbe made from the general funds of the Employer, and the Employer shall not berequired to establish or maintain any special or separate fund, or otherwise tosegregate assets to assure that such payments shall be made, and theParticipant shall not have any interest in any particular assets of theEmployer by reason of its obligations hereunder. To the extent that any personacquires a right to receive payment from the Employer, such right shall be nogreater than the right of an unsecured creditor of the Employer.

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**10.2****        Trust**. If sodesignated in the Adoption Agreement, the Employer may establish a Trust withthe Trustee, pursuant to such terms and conditions as are set forth in theTrust Agreement. The Trust, if and when established, is intended to be treatedas a grantor trust for purposes of the Code and all assets of the Trust shallbe held in the United States. The establishment of the Trust is not intended tocause Participants to realize current income on amounts contributed thereto,and the Trust shall be so interpreted and administered.

**Section 11.****     Allocation ofResponsibilities:**

The personsresponsible for the Plan and the duties and responsibilities allocated to eachare as follows:

**11.1****        Board.**

(i)            To amendthe Plan;

(ii)           Toappoint and remove members of the Committee; and

(iii)          Toterminate the Plan as permitted in Section 14.

**11.2****        Committee.**

(i)            Todesignate Participants;

(ii)           Tointerpret the provisions of the Plan and to determine the rights of theParticipants under the Plan, except to the extent otherwise provided in Section16 relating to claims procedure;

(iii)          To administer the Plan in accordance with itsterms, except to the extent powers to administer the Plan are specificallydelegated to another person or persons as provided in the Plan;

(iv)          Toaccount for the amount credited to the Deferred Compensation Account of aParticipant; and

(v)           Todirect the Employer in the payment of benefits.

**11.3****        Plan Administrator.**

(i)            Tofile such reports as may be required with the United States Department ofLabor, the Internal Revenue Service and any other government agency to whichreports may be required to be submitted from time to time; and

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

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

**12.1****        Benefits Not Assignable**.No portion of any benefit credited or paid under the Plan with respect to anyParticipant shall be subject in any manner to anticipation, alienation, sale,transfer, assignment, pledge, encumbrance or charge, and any attempt so toanticipate, alienate, sell, transfer, assign, pledge, encumber or charge thesame shall be void, nor shall any portion of such benefit be in any mannerpayable to any assignee, receiver or any one trustee, or be liable for hisdebts, contracts, liabilities, engagements or torts. Notwithstanding theforegoing, in the event that all or any portion of the benefit of a Participantis transferred to the former spouse of the Participant incident to a divorce,the Committee shall maintain such amount for the benefit of the former spouseuntil distributed in the manner required by an order of any court havingjurisdiction over the divorce, and the former spouse shall be entitled to thesame rights as the Participant with respect to such benefit.

**12.2****        Plan-Approved DomesticRelations Orders**. The Plan Administrator shall establish written proceduresfor determining whether an order directed to the Plan is a Plan- ApprovedDomestic Relations Order.

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

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

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

**12.3****        Payments to Minors andOthers**. If any individual entitled to receive a payment under the Planshall be physically, mentally or legally incapable of receiving oracknowledging receipt of such payment, the Committee, upon the receipt ofsatisfactory evidence of his incapacity and satisfactory evidence that anotherperson or institution is maintaining him and that no guardian or committee hasbeen appointed for him, may cause any payment otherwise payable to him to bemade to such person or institution so maintaining him. Payment to such personor institution shall be in full satisfaction of all claims by or through theParticipant to the extent of the amount thereof.

**Section 13.****     Beneficiary:**

The Participant’sbeneficiary shall be the person or persons designated by the Participant on thebeneficiary designation form provided by and filed with the Committee or itsdesignee. If the Participant does not designate a beneficiary, the beneficiaryshall be his Surviving Spouse. If the Participant does not designate abeneficiary and has no Surviving Spouse, the beneficiary shall be theParticipant’s estate. The designation of a beneficiary may be changed orrevoked only by filing a new beneficiary designation form with the Committee orits designee. If a beneficiary (the “primary beneficiary”) is receiving or isentitled to receive payments under the Plan and dies before receiving all ofthe payments due him, the balance to which he is entitled shall be paid to thecontingent beneficiary, if any, named in the Participant’s current beneficiarydesignation form. If there is no contingent beneficiary, the balance shall be

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paid to the estate of theprimary beneficiary. Any beneficiary may disclaim all or any part of anybenefit to which such beneficiary shall be entitled hereunder by filing awritten disclaimer with the Committee before payment of such benefit is to bemade. Such a disclaimer shall be made in a form satisfactory to the Committeeand shall be irrevocable when filed. Any benefit disclaimed shall be payablefrom the Plan in the same manner as if the beneficiary who filed the disclaimerhad predeceased the Participant.

**Section 14.****     Amendment and Terminationof Plan:**

The Employer mayamend any provision of the Plan or terminate the Plan at any time; provided,that in no event shall such amendment or termination reduce the balance in anyParticipant’s Deferred Compensation Account as of the date of such amendment ortermination, nor shall any such amendment affect the terms of the Plan relatingto the payment of such Deferred Compensation Account. Notwithstanding theforegoing, the following special provisions shall apply:

**14.1**        **Terminationin the Discretion of the Employer**. Except as otherwise provided inSections 14.2 or 14.3, the Employer in its discretion may terminate the Planand distribute benefits to Participants subject to the following requirements:

14.1.1      All arrangements sponsored by the Employer thatwould be aggregated with the Plan under Section 1.409A-1(c) of the TreasuryRegulations are terminated.

14.1.2      No payments other than payments that would bepayable under the terms of the Plan if the termination had not occurred aremade within 12 months of the termination date.

14.1.3      All benefits under the Plan are paid within 24months of the termination date.

14.1.4      The Employer does not adopt a new arrangementthat would be aggregated with the Plan under Section 1.409A-1(c) of theTreasury Regulations providing for the deferral of compensation at any timewithin five years following the date of termination of the Plan.

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**14.2****        TerminationUpon Change in Control**. If the Employer terminates the Plan within thirtydays preceding or twelve months following a Change in Control, the Deferred CompensationAccount of each Participant shall become fully vested and payable to theParticipant in a lump sum within twelve months following the date oftermination.

**14.3****        Termination On or BeforeDecember 31, 2005**. The Employer may terminate the Plan on or beforeDecember 31, 2005, and distribute the vested balance in the DeferredCompensation Account to each Participant so long as all amounts deferred underthe Plan are included in the income of the Participant in the taxable year inwhich the termination occurs.

**14.4****        No Financial Triggers.**The Employer may not terminate the Plan and make distributions to a Participantdue solely to a change in the financial health of the Employer. This provisionshall apply to amounts earned and vested before, on or after December 31, 2004.

**Section 15.****     Communication toParticipants:**

The Employer shallmake a copy of the Plan available for inspection by Participants and theirbeneficiaries during reasonable hours at the principal office of the Employer.

**Section 16.****     Claims Procedure:**

The followingclaims procedure shall apply with respect to the Plan:

**16.1****        Filing of a Claim forBenefits**. If a Participant or beneficiary (the “claimant”) believes that heis entitled to benefits under the Plan which are not being paid to him or whichare not being accrued for his benefit, he shall file a written claim thereforewith the Plan Administrator. In the event the Plan Administrator shall be theclaimant, all actions which are required to be taken by the Plan Administratorpursuant to this Section 16 shall be taken instead by another member of theCommittee designated by the Committee.

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**16.2****        Notification to Claimantof Decision**. Within 90 days after receipt of a claim by the PlanAdministrator (or within 180 days if special circumstances require an extensionof time), the Plan Administrator shall notify the claimant of the decision withregard to the claim. In the event of such special circumstances requiring anextension of time, there shall be furnished to the claimant prior to expirationof the initial 90-day period written notice of the extension, which noticeshall set forth the special circumstances and the date by which the decisionshall be furnished. If such claim shall be wholly or partially denied, noticethereof shall be in writing and worded in a manner calculated to be understoodby the claimant, and shall set forth: (i) the specific reason or reasons forthe denial; (ii) specific reference to pertinent provisions of the Plan onwhich the denial is based; (iii) a description of any additional material orinformation necessary for the claimant to perfect the claim and an explanationof why such material or information is necessary; and (iv) an explanation ofthe procedure for review of the denial and the time limits applicable to suchprocedures, including a statement of the claimant’s right to bring a civilaction under ERISA following an adverse benefit determination on review.Notwithstanding the forgoing, if the claim relates to a Participant who isDisabled, the Plan Administrator shall notify the claimant of the decisionwithin 45 days (which may be extended for an additional 30 days if required byspecial circumstances).

**16.3****        Procedure for Review**.Within 60 days following receipt by the claimant of notice denying his claim,in whole or in part, or, if such notice shall not be given, within 60 daysfollowing the latest date on which such notice could have been timely given,the claimant shall appeal denial of the claim by filing a written applicationfor review with the Committee. Following such request for review, the Committeeshall fully and fairly review the decision denying the claim. Prior to thedecision of the Committee, the claimant shall be given an opportunity to reviewpertinent documents and to submit issues and comments in writing.

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**16.4****        Decision on Review**.The decision on review of a claim denied in whole or in part by the PlanAdministrator shall be made in the following manner:

16.4.1      Within 60 days following receipt by the Committeeof the request for review (or within 120 days if special circumstances requirean extension of time), the Committee shall notify the claimant in writing ofits decision with regard to the claim. In the event of such specialcircumstances requiring an extension of time, written notice of the extensionshall be furnished to the claimant prior to the commencement of the extension.Notwithstanding the forgoing, if the claim relates to a Participant who isDisabled, the Committee shall notify the claimant of the decision within 45days (which may be extended for an additional 45 days if required by specialcircumstances).

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

16.4.3      The decision of the Committee shall be final andconclusive.

**16.5****        Action by AuthorizedRepresentative of Claimant**. All actions set forth in this Section 16 to betaken by the claimant may likewise be taken by a representative of the claimantduly authorized by him to act in his behalf on such matters. The PlanAdministrator and the Committee may require such evidence as either mayreasonably deem necessary or advisable of the authority to act of any suchrepresentative.

**Section 17.****     Miscellaneous Provisions:**

**17.1****        Set off**.Notwithstanding any other provision of this Plan, the Employer may reduce theamount of any payment otherwise payable to or on behalf of a Participanthereunder (net of any required withholdings) by the amount of any loan, cashadvance, extension of credit or other obligation of the Participant to theEmployer that is then due and payable, and the Participant shall be deemed tohave consented to such reduction.

**17.2****        Notices**. EachParticipant who is not in Service and each Beneficiary shall be responsible forfurnishing the Committee or its designee with his current address for the

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mailing of notices andbenefit payments. Any notice required or permitted to be given to suchParticipant or Beneficiary shall be deemed given if directed to such addressand mailed by regular United States mail, first class, postage prepaid. If anycheck mailed to such address is returned as undeliverable to the addressee,mailing of checks will be suspended until the Participant or beneficiaryfurnishes the proper address. This provision shall not be construed asrequiring the mailing of any notice or notification otherwise permitted to begiven by posting or by other publication.

**17.3****        Lost Distributees**. Abenefit shall be deemed forfeited if the Plan Administrator is unable to locatethe Participant or Beneficiary to whom payment is due on or before the fifthanniversary of the date payment is to be made or commence; provided, that thedeemed investment rate of return pursuant to Section 8.2 shall cease to beapplied to the Participant’s account following the first anniversary of suchdate; provided further, however, that such benefit shall be reinstated if avalid claim is made by or on behalf of the Participant or Beneficiary for allor part of the forfeited benefit.

**17.4****        Reliance on Data**. TheEmployer, the Committee and the Plan Administrator shall have the right to relyon any data provided by the Participant or by any Beneficiary. Representationsof such data shall be binding upon any party seeking to claim a benefit througha Participant, and the Employer, the Committee and the Plan Administrator shallhave no obligation to inquire into the accuracy of any representation made atany time by a Participant or beneficiary.

**17.5****        Receipt and Release forPayments.** Subject to the provisions of Section 17.1, any payment made fromthe Plan to or with respect to any Participant or Beneficiary, or pursuant to adisclaimer by a Beneficiary, shall, to the extent thereof, be in fullsatisfaction of all claims hereunder against the Plan and the Employer withrespect to the Plan.

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The recipient of anypayment from the Plan may be required by the Committee, as a conditionprecedent to such payment, to execute a receipt and release with respectthereto in such form as shall be acceptable to the Committee.

**17.6****        Headings**. The headingsand subheadings of the Plan have been inserted for convenience of reference andare to be ignored in any construction of the provisions hereof.

**17.7****        Continuation ofEmployment.** The establishment of the Plan shall not be construed asconferring any legal or other rights upon any Employee or any persons for continuationof employment, nor shall it interfere with the right of the Employer todischarge any Employee or to deal with him without regard to the effect thereofunder the Plan.

**17.8****        Merger or Consolidation;Assumption of Plan**. No Employer shall consolidate or merge into or withanother corporation or entity, or transfer all or substantially all of itsassets to another corporation, partnership, trust or other entity (a “SuccessorEntity”) unless such Successor Entity shall assume the rights, obligations andliabilities of the Employer under the Plan and upon such assumption, theSuccessor Entity shall become obligated to perform the terms and conditions ofthe Plan. Nothing herein shall prohibit the assumption of the obligations andliabilities of the Employer under the Plan by any Successor Entity.

**17.9****        Construction**. TheEmployer shall designate in the Adoption Agreement the state according to whoselaws the provisions of the Plan shall be construed and enforced, except to theextent that such laws are superseded by ERISA and the applicable requirementsof the Code.

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