Exhibit
10.1

    


    NONQUALIFIED
SUPPLEMENTAL DEFERRED COMPENSATION

    PLAN
ADOPTION AGREEMENT

    


    SECTION
1  INTRODUCTION

     

    
      	
               
      

            	
              1.1

            	
              Adoption
      of Plan and Purpose

            


    

     

    This Plan
is an unfunded, nonqualified deferred compensation plan.  With the consent
of the Employer (as defined in subsection 2.16) the plan may be adopted by
executing the Adoption Agreement (as defined in subsection 2.3) in the form
attached hereto.  The Plan contains certain variable features which the
Employer has specified in the Adoption Agreement.  Only those variable
features specified by the Employer in the Adoption Agreement will be applicable
to the Employer.

     

    The
purpose of the Plan is to provide certain supplemental benefits under the Plan
to a select group of management or highly compensated Employees of the Employer
(in accordance with Sections 201, 301 and 401 of ERISA), Members of the Board(s)
of the Employer, or Other Service Providers to the Employer (as defined below),
and to allow such Employees, Board Members or Other Service Providers the
opportunity to defer a portion of their salaries, bonuses and other
compensation, subject to the terms of the Plan.  Participants (and their
Beneficiaries) shall have only those rights to payments as set forth in the Plan
and shall be considered general, unsecured creditors of the Employer with
respect to any such rights.  The Plan is designed to comply with the
American Jobs Creation Act of 2004 (the “Jobs Act”) and Code Section 409A. 
It is intended that the Plan be interpreted according to a good faith
interpretation of the Jobs Act and Code Section 409A, and consistent with
published IRS guidance, including proposed and final IRS regulations under Code
Section 409A. Treatment of amounts in the Plan under any transition rules
provided under all IRS and other guidance in connection with the Jobs Act or
Code Section 409A shall be expressly authorized hereunder in accordance with
procedures developed by the Administrator.  In the event of any
inconsistency between the terms of the Plan and the Jobs Act or Code Section
409A (and regulations thereunder), the terms of the Jobs Act and Code Section
409A (and the regulations thereunder) shall control.  The Plan is intended
to constitute an account balance plan (as defined in IRS Notice 2005-1,
Q&A-9).

     

    By
becoming a Participant and making deferrals under this Plan, each Participant
agrees to be bound by the provisions of the Plan and the determinations of the
Employer and the Administrator hereunder.

     

    
      	
               
      

            	
              1.2

            	
              Adoption
      of the Plan

            


    

     

    The
Employer may adopt the Plan by completing and signing the Adoption Agreement in
the form attached hereto.

     

    
      	
               
      

            	
              1.3

            	
              Plan
      Year

            


    

     

    The Plan
is administered on the basis of a Plan Year, as defined in subsection
2.27.

     

    
      	
               
      

            	
              1.4

            	
              Plan
      Administration

            


    

     

    The plan
shall be administered by a plan administrator (the “Administrator,” as that term
is defined in Section 3(16)(A) of ERISA) designated by the Employer in the
Adoption Agreement.  The Administrator has full discretionary authority to
construe and interpret the provisions of the Plan and make factual
determinations thereunder, including the power to determine the rights or
eligibility of employees or participants and any other persons, and the amounts
of their benefits under the plan, and to remedy ambiguities, inconsistencies or
omissions, and such determinations shall be binding on all parties.  The
Administrator from time to time may adopt such rules and regulations as may be
necessary or desirable for the proper and efficient administration of the Plan
and as are consistent with the terms of the Plan.  The administrator may
delegate all or any part of its powers, rights, and duties under the Plan to
such person or persons as it may deem advisable, and may engage agents to
provide certain administrative services with respect to the Plan.  Any
notice or document relating to the Plan which is to be filed with the
Administrator may be delivered, or mailed by registered or certified mail,
postage pre-paid, to the Administrator, or to any designated representative of
the Administrator, in care of the Employer, at its principal
office.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
2  DEFINITIONS

     

    
      	
               
      

            	
              2.1

            	
              Account

            


    

     

    “Account”
means all notional accounts and subaccounts maintained for a Participant in
order to reflect his interest under the Plan, as described in Section
6.

     

    
      	
               
      

            	
              2.2

            	
              Administrator

            


    

     

    “Administrator”
means the individual or individuals (if any) delegated authority by the Employer
to administer the Plan, as defined in subsection 1.4.

     

    
      	
               
      

            	
              2.3

            	
              Adoption
      Agreement

            


    

     

    “Adoption
Agreement” shall mean the form executed by the Employer and attached hereto,
which Agreement shall constitute a part of the Plan.

     

    
      	
               
      

            	
              2.4

            	
              Beneficiary

            


    

     

    “Beneficiary”
means the person or persons to whom a deceased Participant’s benefits are
payable under subsection 9.5.

     

    
      	
               
      

            	
              2.5

            	
              Board

            


    

     

    “Board”
means the Board of Directors of the Employer (if applicable), as from time to
time constituted.

     

    
      	
               
      

            	
              2.6

            	
              Board
      Member

            


    

     

    “Board
Member” means a member of the Board.

     

    
      	
               
      

            	
              2.7

            	
              Bonus

            


    

     

    “Bonus”
(also referred to herein as a “Non-Performance-Based Bonus) means an award of
cash that is not a Performance-Based Bonus (as defined in subsection 2.25) that
is payable to an Employee (or Board Member or Other Service Provider, as
applicable) in a given year, with respect to the immediately preceding Bonus
performance period, which may or may not be contingent upon the achievement of
specified performance goals.

     

    
      	
               
      

            	
              2.8

            	
              Code

            


    

     

    “Code”
means the Internal Revenue Code of 1986, as amended.  Reference to a
specific section of the Code shall include such section, any valid regulation
promulgated thereunder, and any comparable provision of any future legislation
amending, supplementing, or superseding such section.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2.9

            	
              Compensation

            


    

     

    “Compensation”
shall mean the amount of a Participant’s remuneration from the Employer
designated in the Adoption Agreement.   Notwithstanding the foregoing,
the Compensation of an Other Service Provider (as defined in subsection 2.22)
shall mean his remuneration from the Employer pursuant to an agreement to
provide services to the Employer.   With respect to any Participant
who is a Member of the Board (if applicable), “Compensation” means all cash
remuneration which, absent a deferral election under the Plan, would have
otherwise been received by the Board Member in the taxable year, payable to the
Board Member for service on the Board and on Board committees, including any
cash payable for attendance at Board meetings and Board committee meetings, but
not including any amounts constituting reimbursements of expenses to Board
Members.   To the extent the Employer has designated “401(k) Refunds”
in the Adoption Agreement (and to the extent elected by the Participant), an
amount equal to the Participant’s “401(k) Refund” shall be deferred from the
Participant’s Compensation otherwise payable to the Participant in the next
subsequent Compensation pay period (or such later pay period as the
Administrator determines shall be administratively feasible), and shall be
credited to the Participant’s Compensation Deferral Account in accordance with
subsection 4.1.  For purposes of this subsection, “401(k) Refund” means any
amount distributed to the applicable Participant from the Employer’s qualified
retirement plan intended to comply with Section 401(k) of the Code that is in
excess of the maximum deferral for the prior calendar year allowable under such
qualified retirement plan.   Notwithstanding the foregoing, the
definition of compensation for purposes of determining key employees under
subsection 9.3 of the Plan shall be determined solely in accordance with
subsection 9.3.  To the extent not otherwise designated by the Employer in
a separate document forming part of the Plan, Compensation payable after
December 31 of a given year solely for services performed during the Employer’s
final payroll period containing December 31, is treated as Compensation payable
for services performed in the subsequent year in which the non-deferred portion
of the payroll payment is actually made.

     

    
      	
               
      

            	
              2.10

            	
              Compensation
      Deferrals

            


    

     

    “Compensation
Deferrals” means the amounts credited to a Participant’s Compensation Deferral
Account pursuant to the Participant’s election made in accordance with
subsection 4.1.

     

    
      	
               
      

            	
              2.11

            	
              Deferral
      Election

            


    

     

    “Deferral
Election” means an election by a Participant to make Compensation Deferrals or
Performance-Based Bonus Deferrals in accordance with Section 4.

     

    
      	
               
      

            	
              2.12

            	
              Disability

            


    

     

    “Disability”
for purposes of this Plan shall mean the occurrence of an event as a result of
which the Participant is considered disabled, as designated by the Employer in
the Adoption Agreement.

     

    
      	
               
      

            	
              2.13

            	
              Effective
      Date

            


    

     

    “Effective
Date” means the Effective Date of the Plan, as indicated in the Adoption
Agreement.

     

    
      	
               
      

            	
              2.14

            	
              Eligible
      Individual

            


    

     

    “Eligible
Individual” means each Board Member, Other Service Provider, or Employee of an
Employer who satisfies the eligibility requirements set forth in the Adoption
Agreement, for the period during which he is determined by the Employer to
satisfy such requirements.

     

    
      	
               
      

            	
              2.15

            	
              Employee

            


    

     

    “Employee”
means a person who is employed by an Employer and is treated and/or classified
by the Employer as a common law employee for purposes of wage withholding for
Federal income taxes.  If a person is not considered to be an Employee of
the Employer in accordance with the preceding sentence, a subsequent
determination by the Employer, any governmental agency, or a court that the
person is a common law employee of the Employer, even if such determination is
applicable to prior years, will not have a retroactive effect for purposes of
eligibility to participate in the Plan.

     

    
      	
               
      

            	
              2.16

            	
              Employer

            


    

     

    “Employer”
means the business entity designated in the Adoption Agreement, and its
successors and assigns unless otherwise herein provided, or any other
corporation or business organization which, with the consent of the Employer, or
its successors or assigns, assumes the Employer’s obligations hereunder, and any
affiliate or subsidiary of the Employer, as defined in Subsections 414(b) and
(c) of the Code, or other corporation or business organization that has adopted
the Plan on behalf of its Eligible Individuals with the consent of the
Employer.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2.17

            	
              Employer
      Contributions

            


    

     

    “Employer
Contributions” means the amounts other than Matching Contributions that are
credited to a Participant’s Employer Contributions Account under the Plan by the
Employer in accordance with subsection 4.4.

     

    
      	
               
      

            	
              2.18

            	
              ERISA

            


    

     

    “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended. 
Reference to a specific section of ERISA shall include such section, any valid
regulation promulgated thereunder, and any comparable provision of any future
legislation amending, supplementing, or superseding such section.

     

    
      	
               
      

            	
              2.19

            	
              Fiscal
      Year Compensation

            


    

     

    “Fiscal
Year Compensation” means Compensation relating to a period of service
coextensive with one or more consecutive non-calendar-year fiscal years of the
Employer, where no amount of such Compensation is paid or payable during the
service period.  For example, a Bonus based upon a service period of two
consecutive fiscal years payable after the completion of the second fiscal year
would be “Fiscal Year Compensation,” but periodic salary payments or Bonuses
based on service periods other than the Employer’s fiscal year would not be
Fiscal Year Compensation.

     

    
      	
               
      

            	
              2.20

            	
              Investment
      Funds

            


    

     

    “Investment
Funds” means the notional funds or other investment vehicles designated pursuant
to subsection 5.1.

     

    
      	
               
      

            	
              2.21

            	
              Matching
      Contributions

            


    

     

    “Matching
Contributions” means the amounts credited to a Participant’s Employer
Contribution Account under the Plan by the Employer that are based on the amount
of Participant Deferrals made by the Participant under the Plan, or that are
based upon such other formula as designated by the Employer in the Adoption
Agreement, in accordance with subsection 4.3.

     

    
      	
               
      

            	
              2.22

            	
              Other
      Service Providers

            


    

     

    “Other
Service Providers” shall mean independent contractors, consultants, or other
similar providers of services to the Employer, other than Employees and Board
Members.  To the extent that an Other Service Provider is unrelated to the
Employer, as described in Code Section 409A and other applicable regulations,
guidance, etc. thereunder, the provisions of such guidance shall not
apply.  To the extent that an Other Service Provider uses an accrual method
of accounting for a given taxable year, amounts deferred under the Plan in such
taxable year shall not be subject to Code Section 409A and other applicable
guidance thereunder, notwithstanding any provision of the Plan to the
contrary.

     

    
      	
               
      

            	
              2.23

            	
              Participant

            


    

     

    “Participant”
means an Eligible Individual who meets the requirements of Section 3 and elects
to make Compensation Deferrals pursuant to Section 4, or who receives Employer
Contributions or Matching Contributions pursuant to subsection 4.3 or 4.4. 
A Participant shall cease being a Participant in accordance with subsection 3.2
herein.

     

    
      	
               
      

            	
              2.24

            	
              Participant
      Deferrals

            


    

     

    “Participant
Deferrals” means all amounts deferred by a Participant under this Plan,
including Participant Compensation Deferrals and Participant Performance-Based
Bonus Deferrals.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2.25

            	
              Performance-Based
      Bonus

            


    

     

    “Performance-Based
Bonus” generally means Compensation where the amount of, or entitlement to, the
compensation is contingent on the satisfaction of previously established
organizational or individual performance criteria relating to a performance
period of at least 12 consecutive months in which the Eligible Individual
performs services, pursuant to rules described in Treasury Regulation Section
1.409A-1(e).

     

    
      	
               
      

            	
              2.26

            	
              Performance-Based
      Bonus Deferrals

            


    

     

    “Performance-Based
Bonus Deferrals” means the amounts credited to a Participant’s
Compensation  Deferral Account from the Participant’s
Performance-Based Bonus pursuant
to the Participant’s election made in accordance with subsection
4.2.

     

    
      	
               
      

            	
              2.27

            	
              Plan
      Year

            


    

     

    “Plan
Year” means each 12-month period specified in the Adoption Agreement, on the
basis of which the Plan is administered.

     

    
      	
               
      

            	
              2.28

            	
              Retirement

            


    

     

    “Retirement”
for purposes of this Plan means the Participant’s Termination Date, as defined
in subsection 2.30, after attaining any age and/or service minimums with respect
to Retirement or Early Retirement as designated by the Employer in the Adoption
Agreement.

     

    
      	
               
      

            	
              2.29

            	
              Spouse

            


    

     

    “Spouse”
means the person to whom a Participant is legally married under applicable state
law at the earlier of the date of the Participant’s death or the date payment of
the Participant’s benefits commenced and who is living on the date of the
Participant’s death.

     

    
      	
               
      

            	
              2.30

            	
              Termination
      Date

            


    

     

    “Termination
Date” means (i) with respect to an Employee Participant, the Participant’s
separation from service (within the meaning of Section 409A of the Code and the
regulations, notices and other guidance thereunder, including death or
Disability) with the Employer, and any subsidiary or affiliate of the Employer
as defined in Sections 414(b) and (c) of the Code; (ii) with respect to a
Board Member Participant, the Participant’s resignation or removal from the
Board (for any reason, including death or Disability); and (iii) with respect to
any Other Service Provider, the expiration of all agreements to provide services
to the Employer (for any reason, including death or Disability).  The date
that an Employee’s, Board Member’s, or Other Service Provider’s performance of
services for all the Employers is reduced to a level less than 20% of the
average level of services performed in the preceding 36-month period, shall be
considered a Termination Date, and the performance of services at a level of 50%
or more of the average level of services performed in the preceding 36-month
period shall not be considered a Termination Date, based on the parties’
reasonable expectations as of the applicable date.  If a Participant is
both a Board Member Participant and an Employee Participant, “Termination Date”
means the date the Participant satisfies both criteria (i) and (ii)
above.

     

    
      	
               
      

            	
              2.31

            	
              Valuation
      Date

            


    

     

    “Valuation
Date” means the last day of each Plan Year and any other date that the Employer,
in its sole discretion, designates as a Valuation Date, as of which the value of
an Investment Fund is adjusted for notional deferrals, contributions,
distributions, gains, losses, or expenses.

     

    
      	
               
      

            	
              2.32

            	
              Other
      Definitions

            


    

     

    Other
defined terms used in the Plan shall have the meanings given such terms
elsewhere in the Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION 3  ELIGIBILITY
AND PARTICIPATION

     

    
      	
               
      

            	
              3.1

            	
              Eligibility

            


    

     

    Each
Eligible Individual on the Effective Date of the Plan shall be eligible to
become a Participant by properly making a Deferral Election on a timely basis as
described in Section 4, or, if applicable and eligible as designated by the
Employer in the Adoption Agreement, by receiving a Matching Contribution or
other Employer Contribution under the Plan.  Each other Eligible Individual
may become a Participant by making a Deferral Election on a timely basis as
described in Section 4 or, if applicable and eligible as designated by the
Employer in the Adoption Agreement, by receiving a Matching Contribution or
other Employer Contribution under the Plan.  Each Eligible Individual’s
decision to become a Participant by making a Deferral Election shall be entirely
voluntary.  The Employer may require the Participant to complete any
necessary forms or other information as it deems necessary or advisable prior to
permitting the Eligible Individual to commence participation in the
Plan.

     

    
      	
               
      

            	
              3.2

            	
              Cessation
      of Participation

            


    

     

    If a
Termination Date occurs with respect to a Participant, or if a Participant
otherwise ceases to be an Eligible Individual, no further Compensation
Deferrals, Performance-Based Bonus Deferrals, Matching Contributions or other
Employer Contributions shall be credited to the Participant’s Accounts after the
Participant’s Termination Date or date the Participant ceases to be eligible (or
as soon as administratively feasible after the date the Participant ceases to be
eligible), unless he is again determined to be an Eligible Individual, but the
balance credited to his Accounts shall continue to be adjusted for notional
investment gains and losses under the terms of the Plan and shall be distributed
to him at the time and manner set forth in Section 9.  An Employee, Board
Member or Other Service Provider shall cease to be a Participant after his
Termination Date or other loss of eligibility as soon as his entire Account
balance has been distributed.

     

    
      	
               
      

            	
              3.3

            	
              Eligibility
      for Matching or Employer
Contributions

            


    

     

    An
Employee Participant who has satisfied the requirements necessary to become an
Eligible Individual with respect to Matching Contributions as specified in the
Adoption Agreement, and who has made a Compensation Deferral election pursuant
to subsection 4.1 herein or who has satisfied such other criteria as specified
in the Adoption Agreement, shall be eligible to receive Matching Contributions
described in subsection 4.3.  An Employee Participant who has satisfied the
requirements necessary to become an Eligible Individual with respect to Employer
Contributions other than Matching Contributions as specified in the Adoption
Agreement, shall  be eligible to receive Employer Contributions
described in subsection 4.4.

     

    SECTION 4  DEFERRALS
AND CONTRIBUTIONS

     

    
      	
               
      

            	
              4.1

            	
              Compensation
      Deferrals Other Than Performance-Based Bonus
  Deferrals

            


    

     

    Each Plan
Year, an Eligible Individual may elect to defer receipt of no less than the
minimum and no greater than the maximum percentage or amount selected by the
Employer in the Adoption Agreement with respect to each type of Compensation
(other than Performance-Based Bonuses) earned with respect to pay periods
beginning on and after the effective date of the election; provided, however,
that Compensation earned prior to the date the Participant satisfies the
eligibility requirements of Section 3 shall not be eligible for deferral
under this Plan. Except as otherwise provided in this subsection, a
Participant’s Deferral Election for a Plan Year under this subsection must be
made not later than December 31 of the preceding Plan Year (or such earlier date
as determined by the Administrator) with respect to Compensation (other than
Performance-Based Bonuses) earned in pay periods beginning on or after the
following January 1 in accordance with rules established by the
Administrator.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    An
Employee, Board Member or Other Service Provider who first becomes an Eligible
Individual during a Plan Year (by virtue of a promotion, Compensation increase,
commencement of employment with the Employer, commencement of Board service,
execution of an agreement to provide services to an Employer, or any other
reason) shall be provided enrollment documents (including Deferral Election
forms) as soon as administratively feasible following such initial notification
of eligibility.  Such Eligible Individual
must make his Deferral Elections within 30 days after first becoming an Eligible
Individual, with respect to his Compensation (other than Performance-Based
Bonuses) earned on or after the effective date of the Deferral Election
(provided, however, that if such Eligible Individual is participating in any
other account balance plan maintained by the Employer or any member of the
Employer’s “controlled group” (as defined in subsections 414(b) and (c) of the
Code), such Eligible Individual must make his Compensation Deferral Election no
later than December 31 of the preceding Plan Year (or such earlier date as
determined by the Administrator), or he may not elect to make Compensation
Deferrals for that initial Plan Year).  If an Eligible Individual does not
elect to make Compensation Deferrals during that initial 30-day period, he may
not later elect to make Compensation Deferrals for that year under this
subsection.  In the event that an Eligible Individual first becomes
eligible during a Plan Year with respect to which Fiscal Year Compensation is
payable, such Eligible Individual must make his Fiscal Year Compensation
Deferral Election on or before the end of the fiscal year of the Employer
immediately preceding the first fiscal year in which any services are performed
for which the Fiscal Year Compensation is payable.

     

    In the
case of an Employee, Board Member or Other Service Provider who is rehired (or
who recommences Board Service or recommences providing services to an Employer
as an Other Service Provider) after having previously been an Eligible
Individual, the phrase “first becomes an Eligible Individual” in the first
sentence of the preceding paragraph shall be interpreted to apply only where the
Eligible Individual either (i) previously received payment of his total Account
balances under the Plan, or (ii) did not previously receive payment of his total
Account balances under the Plan, but is rehired (or recommences Board Service or
recommences providing services to an Employer as an Other Service Provider) at
least 24 months after his last day as a previously Eligible Individual prior to
again becoming such an Eligible Individual.  In all other cases such
rehired Employee, Board Member or Other Service Provider may not elect to make
Compensation Deferrals until the next date determined by the Administrator with
respect to Compensation earned after the following January 1.  Similarly,
in the case of an Employee who recommences status as an Eligible Individual for
any other reason after having previously lost his status as an Eligible
Individual (due to Compensation fluctuations, transfer from an ineligible
location or job classification, or otherwise), the phrase “first becomes an
Eligible Individual” shall be interpreted to apply only where the Eligible
Individual either:  (i) previously received payment of his total
Account balances under the Plan, or (ii) did not previously receive payment of
his total Account balances under the Plan, but regains his status as an Eligible
Individual at least 24 months after his last day as a previously Eligible
Individual prior to again becoming such an Eligible Individual.  In all
other cases such Re-Eligible Participant may not elect to make Compensation
Deferrals until the next date determined by the Administrator with respect to
Compensation earned after the following January 1.

     

    An
election to make Compensation Deferrals under this subsection 4.1 shall remain
in effect through the last pay period commencing in the calendar year to which
the election applies (except as provided in subsection 4.5), shall apply with
respect to the applicable type of Compensation (other than Performance-Based
Bonuses) to which the Deferral Election relates earned for pay periods
commencing in the applicable calendar year to which the election applies while
the Participant remains an Eligible Individual, and shall be irrevocable
(provided, however, that a Participant making a Deferral Election under this
subsection may change his election at any time prior to December 31 of the year
preceding the year for which the Deferral Election is applicable, subject to
rules established by the Administrator).   If a Participant fails to
make a Compensation Deferral election for a given Plan Year, such Participant’s
Compensation Deferral Election for that Plan Year shall be deemed to be zero;
provided, however, that if the Employer has elected in the Adoption Agreement
that a Participant’s Compensation Deferral Election shall be “evergreen”, then
such Participant’s Compensation Deferral Election shall be deemed to be
identical to the most recent applicable Deferral Election on file with the
Administrator with respect to the applicable type of Compensation; provided,
however, that no In-Service Distribution shall be applicable to any amounts
deferred in a year in which the Participant fails to make an affirmative
election, and payment of such amounts for such year shall be made in accordance
with his most recent election on file with the Administrator (if no election is
on file, then such amounts shall be paid to him in a single lump
sum).

     

    Compensation
Deferrals shall be credited to the Participant’s Compensation Deferral Account
as soon as administratively feasible after such amounts would have been payable
to the Participant.

     

    
      	
               
      

            	
              4.2

            	
              Performance-Based
      Bonus Deferrals

            


    

     

    Each Plan
Year, an Eligible Individual may elect to defer receipt of no less than the
minimum and no greater than the maximum percentage or amount selected by the
Employer in the Adoption Agreement with respect to Performance-Based Bonuses
earned with respect to the performance period for which the
Performance-Based  Bonus is earned; provided, however, that the
Eligible Individual performed services continuously from a date no later than
the date upon which the performance criteria are established through a date no
earlier than the date upon which the Eligible Individual makes a
Performance-Based Bonus Deferral Election; and further provided that in no event
may an election to defer Performance-Based Bonuses be made after such Bonuses
have become readily ascertainable.  Except as otherwise provided in this
subsection, a Participant’s Performance-Based Bonus Deferral Election under this
subsection must be made not later than six months (or such earlier date as
determined by the Administrator) prior to the end of the performance
period.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    An
Employee, Board Member or Other Service Provider who first becomes an Eligible
Individual during a Plan Year (by virtue of a promotion, Compensation increase,
commencement of employment with the Employer, commencement of Board service,
execution of an agreement to provide services to an Employer, or any other
reason) shall be provided enrollment documents (including Deferral Election
forms) as soon as administratively feasible following such initial notification
of eligibility.  Such Eligible Individual
must make his Performance-Based Bonus Deferral Election within 30 days after
first becoming an Eligible Individual (provided, however, that if such Eligible
Individual is participating in any other account balance plan maintained by the
Employer or any member of the Employer’s “controlled group” (as defined in
subsections 414(b) and (c) of the Code), such Eligible Individual must make his
Performance-Based Bonus Deferral Election no later than six months (or such
earlier date as determined by the Administrator) prior to the end of the
performance period, or he may not elect to make Performance-Based Bonus
Deferrals for such initial Plan Year.  In the case of a Deferral Election
in the first year of eligibility that is made after the beginning of the
Performance-Based Bonus performance period, the Deferral Election will apply to
the portion of the Performance-Based Bonus equal to the total amount of the
Performance-Based Bonus for the performance period multiplied by the ratio of
the number of days remaining in the performance period after the effective date
of the Deferral Election over the total number of days in the Performance
Period.  If an Eligible Individual does not elect to make a
Performance-Based Bonus Deferral during that initial 30-day period, he may not
later elect to make a Performance-Based Bonus Deferral for that performance
period under this subsection.  Rules relating to the timing of elections to
make a Performance-Based Bonus Deferral with respect to an Employee, Board
Member or Other Service Provider who becomes an Eligible Individual (due to
rehire or other similar event) after having previously been an Eligible
Individual shall be applied in a manner similar to rules described applicable to
rehired and other Re-Eligible Participants in subsection 4.1 above.

     

    An
election to make Performance-Based Bonus Deferrals under this subsection 4.2
shall remain in effect through the end of the performance period to which the
election applies (except as provided in subsection 4.5), and shall be
irrevocable (provided, however, that a Participant making a Performance-Based
Bonus Deferral Election under this subsection may change his election at any
time prior to the first day of the six-month period ending on the last day of
the performance period for which the Performance-Based Bonus Deferral Election
is applicable, subject to rules established by the Administrator). 
 If a Participant fails to make a Performance-Based Bonus Deferral Election
for a given performance period, such Participant’s Performance-Based Bonus
Deferral Election for that performance period shall be deemed to be zero;
provided, however, that if the Employer has elected in the Adoption Agreement
that a Participant’s Performance-Based Deferral Election shall be “evergreen”,
then such Participant’s Performance-Based Bonus Deferral Election shall be
deemed to be identical to the most recent applicable Performance-Based Bonus
Deferral Election on file with the Administrator; provided, however, that no
In-Service Distribution shall be applicable to any amounts deferred in a year in
which the Participant fails to make an affirmative election, and payment of such
amounts for such year shall be made in accordance with his most recent election
on file with the Administrator (if no election is on file, then such amounts
shall be paid to him in a single lump sum).

     

    Performance-Based
Bonus Deferrals shall be credited to the Participant’s
Compensation  Deferral Account as soon as administratively feasible
after such amounts would have been payable to the Participant.

     

    
      	
               
      

            	
              4.3

            	
              Matching
      Contributions

            


    

     

    Matching
Contributions shall be determined in accordance with the formula specified in
the Adoption Agreement, and shall be credited to the Employer Contribution
Accounts of Participants who have satisfied the eligibility requirements for
Matching Contributions specified in the Adoption Agreement.  Matching
Contributions under this Plan shall be credited to such Participants’ Employer
Contribution Accounts as soon as administratively feasible after the Applicable
Period selected in the Adoption Agreement, but only with respect to Participants
eligible to receive such Matching Contributions as described in the Adoption
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              4.4

            	
              Other
      Employer Contributions

            


    

     

    Employer
Contributions other than Matching Contributions shall be discretionary from year
to year, and shall be credited to the Employer Contribution Accounts of
Participants who have satisfied the eligibility requirements for Employer
Contributions, all as determined by the Employer and documented in writing, and
such writings will form part of the Plan, as specified in the Adoption
Agreement.  Employer Contributions under this Plan shall be credited to
such Participants’ Employer Contributions Accounts as soon as administratively
feasible.

     

    
      	
               
      

            	
              4.5

            	
              No
      Election Changes During Plan Year

            


    

     

    A
Participant shall not be permitted to change or revoke his Deferral Elections
(except as otherwise described in subsections 4.1 and 4.2), except that, if a
Participant’s status changes such that he becomes ineligible for the Plan, the
Participant’s Deferrals under the Plan shall cease as described in subsection
3.2. 
Notwithstanding the foregoing, in the event the Employer maintains a
qualified plan designed to comply with the requirements of Code Section 401(k)
that requires the cessation of all deferrals in the event of a hardship
withdrawal under such plan, the Participant’s Deferrals under this Plan shall
cease as soon as administratively feasible upon notification to the
Administrator that the participant has taken such a hardship withdrawal. 
Notwithstanding the foregoing, if the Employer has elected in the Adoption
Agreement to permit Unforeseeable Emergency Withdrawals pursuant to subsection
9.8, the Participant’s Deferrals under this Plan shall cease as soon as
administratively feasible upon approval by the Administrator of a Participant’s
properly submitted request for an Unforeseeable Emergency Withdrawal under
subsection 9.8.

     

    
      	
               
      

            	
              4.6

            	
              Crediting
      of Deferrals

            


    

     

    The
amount of deferrals pursuant to subsections 4.1 and 4.2 shall be credited to the
Participant’s Accounts as of a date determined to be administratively feasible
by the Administrator.

     

    
      	
               
      

            	
              4.7

            	
              Reduction
      of Deferrals or Contributions

            


    

     

    Any
Participant Deferrals or Employer Contributions to be credited to a
Participant’s Account under this Section may be reduced by an amount equal to
the Federal or state income, payroll, or other taxes required to be withheld on
such deferrals or contributions or to satisfy any necessary employee welfare
plan contributions.  A Participant shall be entitled only to the net amount
of such deferral or contribution (as adjusted from time to time pursuant to the
terms of the Plan).  The Administrator may limit a Participant’s Deferral
Election if, as a result of any election, a Participant’s Compensation from the
Employer would be insufficient to cover taxes, withholding, and other required
deductions applicable to the Participant.

     

    SECTION 5  NOTIONAL
INVESTMENTS

     

    
      	
               
      

            	
              5.1

            	
              Investment
      Funds

            


    

     

    The
Employer may designate, in its discretion, one or more Investment Funds for the
notional investment of Participants’ Accounts.  The Employer, in its
discretion, may from time to time establish new Investment Funds or eliminate
existing Investment Funds.  The Investment Funds are for recordkeeping
purposes only and do not allow Participants to direct any Employer assets
(including, if applicable, the assets of any trust related to the Plan). 
Each Participant’s Accounts shall be adjusted pursuant to the Participant’s
notional investment elections made in accordance with this Section 5, except as
otherwise determined by the Employer or Administrator in their sole
discretion.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.2

            	
              Investment
      Fund Elections

            


    

     

    The
Employer shall have full discretion in the direction of notional investments of
Participants’ Accounts under the Plan; provided, however, that if the Employer
so elects in the Adoption Agreement, each Participant may elect from among the
Investment Funds for the notional investment of such of his Accounts as are
permitted under the Adoption Agreement from time to time in accordance with
procedures established by the Employer.  The Administrator, in its
discretion, may adopt (and may modify from time to time) such rules and
procedures as it deems necessary or appropriate to implement the notional
investment of the Participant’s Accounts.  Such procedures may differ among
Participants or classes of Participants, as determined by the Employer or the
Administrator in its discretion.  The Employer or Administrator may limit,
delay or restrict the notional investment of certain Participants’ Accounts, or
restrict allocation or reallocation into specified notional investment options,
in accordance with rules established in order to comply with Employer policy and
applicable law,  to minimize regulated filings and disclosures, or
under any other circumstances in the discretion of the Employer.  Any
deferred amounts subject to a Participant’s investment election that must be so
limited, delayed or restricted under such circumstances may be notionally
invested in an Investment Fund designated by the Administrator, or may be
credited with earnings at a rate determined by the Administrator, which rate may
be zero.  A Participant’s notional investment election shall remain in
effect until later changed in accordance with the rules of the
Administrator.  If a Participant does not make a notional investment
election, all deferrals by the Participant and contributions on his behalf will
be deemed to be notionally invested in the Investment Fund designated by the
Employer for such purpose, or, at the Employer’s election, may remain uninvested
until such time as the Administrator receives proper direction, or may be
credited with earnings at a rate determined by the Administrator or Employer,
which rate may be zero.

     

    
      	
               
      

            	
              5.3

            	
              Investment
      Fund Transfers

            


    

     

    A
Participant may elect that all or a part of his notional interest in an
Investment Fund shall be transferred to one or more of the other Investment
Funds.  A Participant may make such notional Investment Fund transfers in
accordance with rules established from time to time by the Employer or the
Administrator, and in accordance with subsection 5.2.

     

    SECTION 6 
ACCOUNTING

     

    
      	
               
      

            	
              6.1

            	
              Individual
      Accounts

            


    

     

    Bookkeeping
Accounts shall be maintained under the Plan in the name of each Participant, as
applicable, along with any subaccounts under such Accounts deemed necessary or
advisable from time to time, including a subaccount for each Plan Year that a
Participant’s Deferral Election is in effect.  Each such subaccount shall
reflect (i) the amount of the Participant’s Deferral during that year, any
Matching Contributions or Employer Contributions credited during that year, and
the notional gains, losses, expenses, appreciation and depreciation attributable
thereto.

     

    Rules and procedures may be established
relating to the maintenance, adjustment, and liquidation of Participants’
Accounts, the crediting of deferrals and contributions and the notional gains,
losses, expenses, appreciation, and depreciation attributable thereto, as are
considered necessary or advisable.

     

    
      	
               
      

            	
              6.2

            	
              Adjustment
      of Accounts

            


    

     

    Pursuant
to rules established by the Employer,  Participants’ Accounts will be
adjusted on each Valuation Date, except as provided in Section 9, to reflect the
notional value of the various Investment Funds as of such date, including
adjustments to reflect any deferrals and contributions, notional transfers
between Investment Funds, and notional gains, losses, expenses, appreciation, or
depreciation with respect to such Accounts since the previous Valuation
Date.  The “value” of an Investment Fund at any Valuation Date may be based
on the fair market value of the Investment Fund, as determined by the
Administrator in its sole discretion.

     

    
      	
               
      

            	
              6.3

            	
              Accounting
      Methods

            


    

     

    The
accounting methods or formulae to be used under the Plan for purposes of
monitoring Participants’ Accounts, including the calculation and crediting of
notional gains, losses, expenses, appreciation, or depreciation, shall be
determined by the Administrator in its sole discretion.  The accounting
methods or formulae selected by the Administrator may be revised from time to
time.

     

    
      	
               
      

            	
              6.4

            	
              Statement
      of Account

            


    

     

    At such
times and in such manner as determined by the Administrator, but at least
annually, each Participant will be furnished with a statement reflecting the
condition of his Accounts.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
7  VESTING

     

    A
Participant shall be fully vested at all times in his Compensation Deferral
Account (if applicable).  A Participant shall be vested in his Matching
Contributions and/or Employer Contributions (if applicable), in accordance with
the vesting schedule elected by the Employer under the Adoption Agreement. 
Vesting Years of Service shall be determined in accordance with the election
made by the Employer in the Adoption Agreement.  Amounts in a Participant’s
Accounts that are not vested upon the Participant’s Termination Date
(“forfeitures”) shall be used to reinstate amounts previously forfeited by other
Participants who are subsequently rehired, or shall be returned to the Employer,
in the discretion of the Employer or the Administrator.

     

    If a
Participant has a Termination Date with the Employer as a result of the
Participant’s Misconduct (as defined by the Employer in the Adoption Agreement),
or if the Participant engages in Competition with the Employer (as defined by
the Employer in the Adoption Agreement), and the Employer has so elected in the
Adoption Agreement, the Participant shall forfeit all amounts allocated to his
or her Matching Contribution Account and/or Employer Contribution Accounts (if
applicable).  Such forfeitures shall be returned to the
Employer.

     

    Neither
the Administrator nor the Employer in any way guarantee the Participant’s
Account balance from loss or depreciation.  Notwithstanding any provision
of the Plan to the contrary, the Participant’s Account balance is subject to
Section 8.

     

    Vesting
Years of Service in the event of the rehire of a Participant shall be
reinstated, and amounts previously forfeited by such Participants shall be
reinstated from forfeitures made by other Participants, or shall be reinstated
by the Employer.

     

    SECTION
8  FUNDING

     

    No
Participant or other person shall acquire by reason of the Plan any right in or
title to any assets, funds, or property of the Employer whatsoever, including,
without limiting the generality of the foregoing, any specific funds, assets, or
other property of the Employer.  Benefits under the Plan are unfunded and
unsecured.  A Participant shall have only an unfunded, unsecured right to
the amounts, if any, payable hereunder to that Participant.  The Employer’s
obligations under this Plan are not secured or funded in any manner, even if the
Employer elects to establish a trust with respect to the Plan.  Even though
benefits provided under the Plan are not funded, the Employer may establish a
trust to assist in the payment of benefits.  All investments under this
Plan are notional and do not obligate the Employer (or its delegates) to invest
the assets of the Employer or of any such trust in a similar
manner.

     

    SECTION
9  DISTRIBUTION OF ACCOUNTS

     

    
      	
               
      

            	
              9.1

            	
              Distribution
      of Accounts 

            


    

     

    With
respect to any Participant who has a Termination Date that precedes his
Retirement date, an amount equal to the Participant’s vested Account balances
shall be distributed to the Participant (or, in the case of the Participant’s
death, to the Participant’s Beneficiary), in the form of a single lump sum
payment, or, if subsection 9.2 applies, in the form of installment payments as
designated by the Employer in the Adoption Agreement.  Subject to
subsection 9.3 hereof, distribution of a Participant’s Accounts shall be made
within the 90-day period following the Participant’s Termination Date (provided,
however, that if calculation of the amount of the payment is not
administratively practicable due to events beyond the control of the
Participant, the payment will be made as soon as administratively practicable
for the Administrator to make such payment).    Notwithstanding
any provision of the Plan to the contrary, for purposes of this subsection, a
Participant’s Accounts shall be valued as of a Valuation Date as soon as
administratively feasible preceding the date such distribution is made, in
accordance with rules established by the Administrator.  A Participant’s
Accounts may be offset by any amounts owed by the Participant to the Employer,
but such offset shall not occur in excess of or prior to the date distribution
of the amount would otherwise be made to the Participant.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Notwithstanding
the foregoing, to the extent designated by the Employer in the Adoption
Agreement, a Participant may elect, in accordance with this subsection, a
distribution date for his Compensation Deferral Accounts that is prior to his
Termination Date (an “In-Service Distribution”).  A Participant’s election
of an In-Service Distribution date must: (i) be made at the time of his Deferral
Election for a Plan Year; and (ii) apply only to amounts deferred pursuant to
that election, and any earnings, gains, losses, appreciation, and depreciation
credited thereto or debited therefrom with respect to such amounts.  To the
extent permitted by the Employer, a Participant may elect an In-Service
Distribution date with respect to Performance-Based Bonus Deferrals that is
separate from an In-Service Distribution date with respect to Compensation
Deferrals other than Performance-Based Bonus Deferrals for the same year,
provided that the applicable In-Service Distribution date may not be earlier
than the number of years designated by the Employer in the Adoption Agreement
following the year in which the applicable  Compensation would have
been paid absent the deferral, or as further determined or limited in accordance
with rules established by the Administrator.  Payments made pursuant to an
In-Service Distribution election shall be made in a lump sum as soon as
administratively feasible following January 1 of the calendar year in which the
payment was elected to be made, but in no event later than the end of the
calendar year in which the payment was elected to be made (provided, however,
that if calculation of the amount of the payment is not administratively
practicable due to events beyond the control of the Participant, the payment
will be made as soon as administratively practicable for the Administrator to
make such payment).  For purposes of such payment, the value of the
Participant’s Accounts for the applicable Plan Year shall be determined as of a
Valuation Date preceding the date that such distribution is made, in accordance
with rules established by the Administrator.  In the event a Participant’s
Termination Date occurs (or, if elected by the Employer in the Adoption
Agreement, in the event a Change in Control of the Employer occurs) prior to the
date the Participant had previously elected to have an In-Service Distribution
payment made to him, such amount shall be paid to the Participant under the
rules applicable for payment on Termination of Employment in accordance with
this subsection 9.1 and subsection 9.2.  No In-Service Distribution shall
be applicable to any amounts deferred in a year in which the Participant fails
to make an affirmative election, and payment of such amounts for such year shall
be made in accordance with his most recent election on file with the
Administrator (if no election is on file, then such amounts shall be paid to him
in a single lump sum).

     

    To the
extent elected by the Employer in the Adoption Agreement, Participants whose
Termination Date has not yet occurred may elect to defer payment of any
In-Service Distribution, provided that such election is made in accordance with
procedures established by the Administrator, and further provided that any such
election must be made no later than 12 calendar months prior to the originally
elected In-Service Distribution Date.  Participants may elect any deferred
payment date, but such date must be no fewer than five years from the original
In-Service Distribution Date.

     

    
      	
               
      

            	
              9.2

            	
              Installment
      Distributions 

            


    

     

    To the
extent elected by the Employer in the Adoption Agreement, a Participant may
elect to receive payments from his Accounts in the form of a single lump sum, as
described in Section 9.1, or in annual  installments
over a period elected by the Employer in the Adoption Agreement.  To the
extent a Participant fails to make an election, the Participant shall be deemed
to have elected to receive his distribution for that Plan Year in the form of a
single lump sum.  To the extent elected by the Employer in the Adoption
Agreement, a Participant may make a separate election with respect to his
Performance-Based Bonus Deferrals for each year (as adjusted for gains and
losses thereon) that provides for a different method of distribution from the
method of distribution he elects with respect to his Compensation Deferrals (as
adjusted for gains and losses thereon) for that year.  The Participant’s
Employer Contributions Account attributable to such year, if any (as adjusted
for gains and losses thereon), shall be distributed in the same manner as his
Compensation Deferral Account for such year.

     

    
      	
               
      

            	
              (a)

            	
              Installment
      Elections.  A Participant will be required to make his
      distribution election prior to the commencement of each calendar year (or,
      in the event of an election with respect to Performance-Based Bonuses,
      prior to six months before the end of the applicable performance period),
      or such earlier date as determined by the
  Administrator.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Installment
      Payments.  The first installment payment shall generally be
      within the 90-day period following the Participant’s Termination Date
      (provided, however, that if calculation of the amount of the payment is
      not administratively practicable due to events beyond the control of the
      Participant, the payment will be made as soon as administratively
      practicable for the Administrator to make such payment).  Succeeding
      payments shall generally be made by January 1 of each succeeding calendar
      year, but in no event later than the end of each succeeding calendar year
      (provided, however, that if calculation of the amount of the payment is
      not administratively practicable due to events beyond the control of the
      Participant, the payment will be made as soon as administratively
      practicable for the Administrator to make such payment). The amount to be
      distributed in each installment payment shall be determined by dividing
      the value of the Participant’s Accounts as of a Valuation Date preceding
      the date of each distribution by the number of installment payments
      remaining to be made, in accordance with rules established by the
      Administrator.  In the event of the death of the Participant prior to
      the full payment of his Accounts, payments will continue to be made to his
      Beneficiary in the same manner and at the same time as would have been
      payable to the Participant, but substituting the Participant’s date of
      death for the Participant’s Retirement
Date.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    To the
extent elected by the Employer in the Adoption Agreement, Participants who have
elected payment in installments may make a subsequent election to elect payment
of that amount in the form of a lump sum, if payment of installments with
respect to that year’s deferrals has not yet commenced.  Such election must
be made in accordance with procedures established by the Administrator, and any
such election must be made no later than 12 calendar months prior to the
originally elected payment date of the first installment.  The new payment
date for the installment with respect to which such election is made must be
deferred to the later of:  (i) five years from the date such payment
would otherwise have been made, or (ii) the last payment date of the last
installment with respect to that year’s deferrals.  To the extent elected
by the Employer in the Adoption Agreement, Participants who have elected payment
in installments may make a subsequent election to change the number of such
installment payments so long as no acceleration of distribution payments occurs
(but no fewer than the minimum number, and not to exceed the maximum number of
installments elected by the Employer in the Adoption Agreement), if payment of
installments with respect to that year’s Deferral Elections has not yet
commenced.  Such election must be made in accordance with procedures
established by the Administrator, and any such election must be made no later
than 12 calendar months prior to the originally elected payment date of the
first installment.  The new payment date for any installment 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. 
  In the event payment has been elected by the Participant in the form
of installments (to the extent elected by the Employer in the Adoption
Agreement), each installment payment shall be considered a separately
identifiable payment.  In the event payment has been elected by the
Participant in the form of a lump sum (or in the event payment shall be made to
the Participant in the form of a lump sum under the terms of the Plan in the
absence of or in lieu of the Participant’s election), then the lump sum form
shall be deemed to be a separately identifiable form of payment, and the
Participant may make a subsequent deferral election to elect payment of that
amount in the form of installments (to the extent elected by the Employer in the
Adoption Agreement) in accordance with the procedures described above for
changing installment payment elections.  Participants will be permitted to
make such a change only once with respect to any year’s Deferral
Elections.

     

    
      	
               
      

            	
              9.3

            	
              Key
      Employees

            


    

     

    Notwithstanding
anything herein to the contrary, and subject to Code Section 409A, payment under
subsections 9.3 or 9.4 shall not be made or commence as a result of the
Participant’s Termination Date to any Participant who is a key employee (defined
below) before the date that is not less than six months after the Participant’s
Termination Date.  For this purpose, a key employee includes a “specified
employee” (as defined in Treasury Regulation Section 1.409A-1(i)) during the
entire 12-month period determined by the Administrator ending with the annual
date upon which key employees are identified by the Administrator, and also
including any Employee identified by the Administrator in good faith with
respect to any distribution as belonging to the group of identified key
employees, to a maximum of  200 such key employees, regardless of
whether such Employee is subsequently determined by the Employer, any
governmental agency, or a court not to be a key employee.  In the event
amounts are payable to a key employee in installments in accordance with
subsection 9.2, the first installment shall be delayed by six months, with all
other installment payments payable as originally scheduled.  To the extent
not otherwise designated by the Employer in a separate document forming a part
of the Plan applicable to all its nonqualified deferred compensation plans, the
identification date for determining the Employer’s key employees is each
December 31 (and the new key employee list is updated and effective each
subsequent April 1).  To the extent not otherwise designated by the
Employer in a separate document forming a part of the Plan, the definition of
compensation used to determine key employee status shall be determined under
Treasury Regulation Section 1.415(c)-2(a).  This subsection 9.3 is
applicable only with respect to companies whose stock is publicly traded on an
“established securities market” (as defined in Treasury Regulation Section
1.409A-1(k)), and is not applicable to privately held companies unless and until
such companies become publicly traded as defined in the Treasury
regulations.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              9.4

            	
              Mandatory
      Cash-Outs of Small Amounts

            


    

     

    If the
value of a Participant’s total Accounts at his Termination Date (or his death),
or at any time thereafter, is equal to or less than such amount as stated in the
Adoption Agreement (which amount shall not exceed the limit described in Section
402(g) of the Code from time to time), the Accounts will be paid to the
Participant (or, in the event of his death, his Beneficiary) in a single lump
sum, notwithstanding any election by the Participant otherwise.  Payments
made under this subsection 9.4 on account of the Participant’s Termination Date
shall be made within the 90-day period following the Participant’s Termination
Date (provided, however, that if calculation of the amount of the payment is not
administratively practicable due to events beyond the control of the
Participant, the payment will be made as soon as administratively practicable
for the Administrator to make such payment).

     

    
      	
               
      

            	
              9.5

            	
              Designation
      of Beneficiary

            


    

     

    Each
Participant from time to time may designate any individual, trust, charity or
other person or persons to whom the value of the Participant’s Accounts (plus
any applicable Survivor Benefit, if elected by the Employer in the Adoption
Agreement) will be paid in the event the Participant dies before receiving the
value of all of his Accounts.  A Beneficiary designation must be made in
the manner required by the Administrator for this purpose.  Primary and
secondary Beneficiaries are permitted. A married participant designating a
Beneficiary other than his Spouse must obtain the consent of his Spouse to such
designation (in accordance with rules determined by the Administrator). Payments
to the Participant’s Beneficiary(ies) shall be made in accordance with
subsection 9.1, 9.2  or 9.4, as applicable, after the Administrator
has received proper notification of the Participant’s death.

     

    A
Beneficiary designation will be effective only when the Beneficiary designation
is filed with the Administrator while the Participant is alive, and a subsequent
Beneficiary designation will cancel all of the Participant’s Beneficiary
designations previously filed with the Administrator.  Any designation or
revocation of a Beneficiary shall be effective as only if it is received by the
Administrator.  Once received, such designation shall be effective as of
the date the designation was executed, but without prejudice to the
Administrator on account of any payment made before the change is recorded by
the Administrator.  If a Beneficiary dies before payment of the
Participant’s Accounts have been made, the Participant’s Accounts shall be
distributed in accordance with the Participant’s Beneficiary designation and
pursuant to rules established by the Administrator.  If a deceased
Participant failed to designate a Beneficiary, or if the designated Beneficiary
predeceases the Participant, the value of the Participant’s Accounts shall be
payable to the Participant’s Spouse or, if there is none, to the Participant’s
estate, or in accordance with such other equitable procedures as determined by
the Administrator.

     

    
      	
               
      

            	
              9.6

            	
              Reemployment

            


    

     

    If a
former Participant is rehired by an Employer, the Employer or any affiliate or
subsidiary of the Employer described in Section 414(b) and (c) of the Code,
regardless of whether he is rehired as an Eligible Individual (with respect to
an Employee Participant), or a former Participant returns to service as a Board
member, any payments being made to such Participant hereunder by virtue of his
previous Termination Date shall continue to be made to him without regard to
such rehire.    If a former Participant is rehired by the
Employer (with respect to an Employee Participant) or returns to service as a
Board member, and in either case any payments to be made to the Participant by
virtue of his previous Termination Date have not been made or commenced, any
payments being made to such Participant hereunder by virtue of his previous
Termination Date shall continue to be made to him without regard to such rehire
or return to service.  See subsections 4.1 and 4.2 of the Plan for special
rules applicable to deferral elections for rehired or Re-Eligible
Participants.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              9.7

            	
              Special
      Distribution Rules

            


    

     

    Except as
otherwise provided herein and in Section 12, Account balances of Participants in
this Plan shall not be distributed earlier than the applicable date or dates
described in this Section 9.  Notwithstanding the foregoing, in the case of
payments:  (i) the deduction for which would be limited or eliminated
by the application of Section 162(m) of the Code; (ii) that would violate
securities or other applicable laws; (iii) that would violate loan covenants or
other contractual terms to which an Employer is a party, where such a violation
would result in material harm to an Employer, deferral of such payments may be
made by the Employer at the Employer’s discretion. In the case of a payment
described in (i) above, the payment must be deferred either to a date in the
first year in which the Employer or Administrator reasonably anticipates that a
payment of such amount would not result in a limitation of a deduction with
respect to the payment of such amount under Section 162(m), or the year in which
the Participant’s Termination Date occurs.  In the case of a payment
described in (ii) or (iii) above, payment will be made in the first calendar
year in which the Employer or Administrator reasonably anticipates that the
payment would not violate loan or other similar contractual terms, the violation
would not result in material harm to an Employer, or the payment would not
result in a violation of securities or other applicable laws.  Payments
intended to pay employment taxes or payments made as a result of income
inclusion of an amount in a Participant’s Accounts as a result of a failure to
satisfy Section 409A of the Code shall be permitted at the Employer or
Administrator’s discretion at any time and to the extent provided in Treasury
Regulations under Section 409A of the Code and IRS Notice 2005-1, Q&A-15,
and any applicable subsequent guidance.  “Employment taxes” shall include
Federal Income Contributions Act (FICA) tax imposed under Sections 3101 and
3121(v)(2) of the Code on compensation deferred under the Plan (the “FICA
Amount”), the income tax imposed under Section 3401 of the Code on the FICA
Amount, and to pay the additional income tax under Section 3401 of the Code
attributable to the pyramiding Section 3401 wages and taxes.  A
distribution may be accelerated as may be necessary to comply with a certificate
of the sale of business holdings or part of a company, especially under legal
compulsion (as defined in Section 1043(b)(2) of the Code) with respect to
certain conflict of interest rules.  With respect to a subchapter S
corporation, a distribution may be accelerated to avoid a nonallocation year
under Code Section 409(p) with respect to a subchapter S corporation in the
discretion of the Employer or Administrator, provided that the amount
distributed does not exceed 125 percent of the minimum amount of distribution
necessary to avoid the occurrence of a nonallocation year, in accordance with
Treasury Regulation Section 1.409A-3(j)(4)(x).

     

    
      	
               
      

            	
              9.8

            	
              Distribution
      on Account of Unforeseeable
Emergency

            


    

     

    If
elected by the Employer in the Adoption Agreement, if a Participant or
Beneficiary incurs a severe financial hardship of the type described below, he
may request an Unforeseeable Emergency Withdrawal, provided that the withdrawal
is necessary in light of severe financial needs of the Participant or
Beneficiary.  To the extent elected by the Employer in the Adoption
Agreement, the ability to apply for an Unforeseeable Emergency Withdrawal may be
restricted to Participants whose Termination Date has not yet occurred. 
Such a withdrawal shall not exceed the amount required (including anticipated
taxes on the withdrawal) to meet the severe financial need and not reasonably
available from other resources of the Participant (including reimbursement or
compensation by insurance, cessation of deferrals under this Plan for the
remainder of the Plan Year, and liquidation of the Participant’s assets, to the
extent liquidation itself would not cause severe financial hardship).  Each
such withdrawal election shall be made at such time and in such manner as the
Administrator shall determine, and shall be effective in accordance with such
rules as the Administrator shall establish and publish from time to time. 
Severe financial needs are limited to amounts necessary for:

     

    
      	
               
      

            	
              (a)

            	
              A
      sudden unexpected illness or accident incurred by the Participant, his
      Spouse, or dependents (as defined in Code Section
  152(a)).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Uninsured
      casualty loss pertaining to property owned by the
    Participant.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Other
      similar extraordinary and unforeseeable circumstances involving an
      uninsured loss arising from an event outside the control of the
      Participant.

            


    

     

    Withdrawals
of amounts under this subsection shall be paid to the Participant in a lump sum
as soon as administratively feasible following receipt of the appropriate forms
and information required by and acceptable to the
Administrator.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              9.9

            	
              Distribution
      Upon Change in Control

            


    

     

    In the
event of the occurrence of a Change in Control of the Employer or a member of
the Employer’s controlled group (as designated by the Employer in the Adoption
Agreement, and to the extent certified by the Administrator that a Change in
Control has occurred), distributions shall be made to Participants to the extent
elected by the Employer in the Adoption Agreement, in the form elected by the
Participants as if a Termination Date had occurred with respect to each
Participant, or as otherwise specified by the Employer in the Adoption
Agreement.   The Change in Control shall relate
to:  (i)  the corporation for whom the Participant is
performing services at the time of the Change in Control event; (ii) the
corporation that is liable for the payment from the Plan to the Participant (or
all corporations so liable if more than one corporation is liable); (iii) a
corporation that is a majority shareholder of a corporation described in (i) or
(ii) above; or (iv) any corporation in a chain of corporations in which each
such corporation is a majority shareholder of another corporation in the chain,
ending in a corporation described in (i) or (ii) above, as elected by the
Employer in the Adoption Agreement.  A “majority shareholder” for these
purposes is a shareholder owning more than 50% of the total fair market value
and total voting power of such corporation.  Attribution rules described in
section 318(a) of the Code apply to determine stock ownership.  Stock
underlying an option (whether vested or unvested) is considered owned by the
individual who holds the vested (or unvested) option.  Notwithstanding the
foregoing, if a vested option is exercisable for stock that is not substantially
vested (as defined in section 1.83-3(b) and (j) of the Code), the stock
underlying the option is not treated as owned by the individual who holds the
option.  If plan payments are made on account of a Change in Control and
are calculated by reference to the value of the Employer’s stock, such payments
shall be completed not later than 5 years after the Change in Control
event.  To the extent designated by the Employer in the Adoption Agreement,
the Change in Control shall occur upon the date that: (v) a person or “Group”
(as defined in Treasury Regulation Sections 1.409A-3(i)(5)(v)(B) and (vi)(D))
acquires more than 50% of the total fair market value or voting power of stock
of the corporation designated in (i) through (iv) above; (vi) a person or Group
acquires ownership (“effective control”) of stock of the corporation with at
least 30% of the total voting power of the corporation designated in (i) through
(iv) above and as further limited by Treasury Regulation Section
1.409A-3(i)(5)(vi)); (vii) a majority of the board of directors of the
corporation designated in (i) through (iv) above is replaced during any 12-month
period by directors whose appointment or election is not endorsed by a majority
of the board as constituted prior to the appointment or election; or (viii) a
person or Group acquires assets from the corporation designated in (i) through
(iv) above having a total fair market value of at least 40% of the value of all
assets of the corporation immediately prior to such acquisition; as designated
by the Employer in the Adoption Agreement.  For purposes of (vi) above, if
any one person, or more than one person acting as a Group, is considered to own
more than 50 percent of the total fair market value or total voting power of the
stock of a corporation, the acquisition of additional stock by the same person
or persons is not considered to cause a change in the ownership of the
corporation (or to cause a change in the effective control of the corporation
under (vi) above).  An increase in the percentage of stock owned by any one
person, or persons acting as a Group, as a result of a transaction in which the
corporation acquires its stock in exchange for property will be treated as an
acquisition of stock for purposes of this subsection.  For purposes of (v)
through (viii) above, a Change in Control shall be further limited in accordance
with Treasury Regulation Sections 1.409A-3(i)(5)(v), (vi) and (vii). 
Distributions under this subsection shall be made as soon as administratively
feasible following such Change in Control.

     

    
      	
               
      

            	
              9.10

            	
              Supplemental
      Survivor Death Benefit

            


    

     

    A supplemental survivor death benefit
shall be paid to the Beneficiary of an eligible Participant who has satisfied
the following criteria prior to his death:  

     

    
      	
               
      

            	
              (a)

            	
              The
      Participant is eligible to participate in the Plan and, at the time of his
      death, had a current Account balance (regardless of whether or not the
      Participant actually was making Compensation Deferrals at the time of his
      death);

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Participant was an active Employee with the Employer at the time of his
      death;

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Participant completed and submitted an insurance application to the
      Administrator; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Employer subsequently purchased an insurance policy on the life of the
      Participant, with a death benefit payable,  which policy is in
      effect at the time of the Participant’s
death.

            


    

     

    Notwithstanding
any provision of this Plan or any other document to the contrary, the
supplemental survivor death benefit payable pursuant to this
Subsection 9.10 shall be paid only if an insurance policy has been issued
on the Participant’s life and such policy is in force at the time of the
Participant’s death and the Employer shall have no obligation with respect to
the payment of the supplemental survivor death benefit, or to maintain an
insurance policy for any Participants.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

      

    SECTION 10 GENERAL
PROVISIONS

     

    
      	
               
      

            	
              10.1

            	
              Interests
      Not Transferable

            


    

     

    The
interests of persons entitled to benefits under the Plan are not subject to
their debts or other obligations and, except as may be required by the tax
withholding provisions of the Code or any state’s income tax act, may not be
voluntarily or involuntarily sold, transferred, alienated, assigned, or
encumbered; provided, however, that a Participant’s interest in the Plan may be
transferable pursuant to a qualified domestic relations order, as defined in
Section 414(p) of the Code to the extent designated by the Employer in the
Adoption Agreement.

     

    
      	
               
      

            	
              10.2

            	
              Employment
      Rights

            


    

     

    The Plan
does not constitute a contract of employment, and participation in the Plan
shall not give any Employee the right to be retained in the employ of an
Employer, nor any right or claim to any benefit under the Plan, unless such
right or claim has specifically accrued under the terms of the Plan.  The
Employer expressly reserve the right to discharge any Employee at any
time.

     

    
      	
               
      

            	
              10.3

            	
              Litigation
      by Participants or Other Persons

            


    

     

    If a
legal action begun against the Administrator (or any member or former member
thereof), an Employer, or any person or persons to whom an Employer or the
Administrator has delegated all or part of its duties hereunder, by or on behalf
of any person results adversely to that person, or if a legal action arises
because of conflicting claims to a Participant’s or other person’s benefits, the
cost to the Administrator (or any member or former member thereof), the Employer
or any person or persons to whom the Employer or the Administrator has delegated
all or part of its duties hereunder of defending the action shall be charged to
the extent permitted by law to the sums, if any, which were involved in the
action or were payable to the Participant or other person
concerned.

     

    
      	
               
      

            	
              10.4

            	
              Indemnification

            


    

     

    To the
extent permitted by law, the Employer shall indemnify each member of the
Administrator committee, and any other employee or member of the Board with
duties under the Plan, against losses and expenses (including any amount paid in
settlement) reasonably incurred by such person in connection with any claims
against such person by reason of such person’s conduct in the performance of
duties under the Plan, except in relation to matters as to which such person has
acted fraudulently or in bad faith in the performance of duties. 
Notwithstanding the foregoing, the Employer shall not indemnify any person for
any expense incurred through any settlement or compromise of any action unless
the Employer consents in writing to the settlement or compromise.

     

    
      	
               
      

            	
              10.5

            	
              Evidence

            


    

     

    Evidence
required of anyone under the Plan may be by certificate, affidavit, document, or
other information which the person acting on it considers pertinent and
reliable, and signed, made, or presented by the proper party or
parties.

     

    
      	
               
      

            	
              10.6

            	
              Waiver
      of Notice

            


    

     

    Any
notice required under the Plan may be waived by the person entitled to such
notice.

     

    
      	
               
      

            	
              10.7

            	
              Controlling
      Law

            


    

     

    Except to
the extent superseded by laws of the United States, the laws of the state
indicated by the Employer in the Adoption Agreement shall be controlling in all
matters relating to the Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              10.8

            	
              Statutory
      References

            


    

     

    Any
reference in the Plan to a Code section or a section of ERISA, or to a section
of any other Federal law, shall include any comparable section or sections of
any future legislation that amends, supplements, or supersedes that
section.

     

    
      	
               
      

            	
              10.9

            	
              Severability

            


    

     

    In case
any provision of the Plan shall be held illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining provisions of the Plan,
and the Plan shall be construed and enforced as if such illegal and invalid
provision had never been set forth in the Plan.

     

    
      	
            	
              10.10

            	
              Action
      By the Employer or the
Administrator

            


    

     

    Any
action required or permitted to be taken by the Employer under the Plan shall be
by resolution of its Board of Directors (which term shall include any similar
governing body for any Employer that is not a corporation), by resolution or
other action of a duly authorized committee of its Board of Directors, or by
action of a person or persons authorized by resolution of its Board of Directors
or such committee.  Any action required or permitted to be taken by the
Administrator under the Plan shall be by resolution or other action of the
Administrator or by a person or persons duly authorized by the
Administrator.

     

    
      	
            	
              10.11

            	
              Headings
      and Captions

            


    

     

    The
headings and captions contained in this Plan are inserted only as a matter of
convenience and for reference, and in no way define, limit, enlarge, or describe
the scope or intent of the Plan, nor in any way shall affect the construction of
any provision of the Plan.

     

    
      	
            	
              10.12

            	
              Gender
      and Number

            


    

     

    Where the
context permits, words in the masculine gender shall include the feminine and
neuter genders, the singular shall include the plural, and the plural shall
include the singular.

     

    
      	
            	
              10.13

            	
              Examination
      of Documents

            


    

     

    Copies of
the Plan and any amendments thereto are on file at the office of the Employer
where they may be examined by any Participant or other person entitled to
benefits under the Plan during normal business hours.

     

    
      	
            	
              10.14

            	
              Elections

            


    

     

    Each
election or request required or permitted to be made by a Participant (or a
Participant’s Spouse or Beneficiary) shall be made in accordance with the rules
and procedures established by the Employer or Administrator and shall be
effective as determined by the Administrator.  The Administrator’s rules
and procedures may address, among other things, the method and timing of any
elections or requests required or permitted to be made by a Participant (or a
Participant’s Spouse or Beneficiary).  All elections under the Plan shall
comply with the requirements of the Uniformed Services Employment and
Reemployment Rights Act of 1994, as amended (“USERRA”).

     

    
      	
            	
              10.15

            	
              Manner
      of Delivery

            


    

     

    Each
notice or statement provided to a Participant shall be delivered in any manner
established by the Administrator and in accordance with applicable law,
including, but not limited to, electronic delivery.

     

    
      	
            	
              10.16

            	
              Facility
      of Payment

            


    

     

    When a
person entitled to benefits under the Plan is a minor, under legal disability,
or is in any way incapacitated so as to be unable to manage his financial
affairs, the Administrator may cause the benefits to be paid to such person’s
guardian or legal representative.  If no guardian or legal representative
has been appointed, or if the Administrator so determines in its sole
discretion, payment may be made to any person as custodian for such individual
under any applicable state law, or to the legal representative of such person
for such person’s benefit, or the Administrator may direct the application of
such benefits for the benefit of such person.  Any payment made in
accordance with the preceding sentence shall be a full and complete discharge of
any liability for such payment under the Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              10.17

            	
              Missing
      Persons

            


    

     

    The
Employer and the Administrator shall not be required to search for or locate a
Participant, Spouse, or Beneficiary.  Each Participant, Spouse, and
Beneficiary must file with the Administrator, from time to time, in writing the
Participant’s, Spouse’s, or Beneficiary’s post office address and each change of
post office address.  Any communication, statement, or notice addressed to
a Participant, Spouse, or Beneficiary at the last post office address filed with
the Administrator, or if no address is filed with the Administrator, then in the
case of a Participant, at the Participant’s last post office address as shown on
the Employer’s records, shall be considered a notification for purposes of the
Plan and shall be binding on the Participant and the Participant’s Spouse and
Beneficiary for all purposes of the Plan.

     

    If the
Administrator is unable to locate the Participant, Spouse, or Beneficiary to
whom a Participant’s Accounts are payable, the Participant’s Accounts shall be
frozen as of the date on which distribution would have been completed under the
terms of the Plan, and no further notional investment returns shall be credited
thereto.

     

    If a
Participant whose Accounts were frozen (or his Beneficiary) files a claim for
distribution of the Accounts within 7 years after the date the Accounts are
frozen, and if the Administrator or Employer determines that such claim is
valid, then the frozen balance shall be paid by the Employer to the Participant
or Beneficiary in a lump sum cash payment as soon as practicable
thereafter.  If the Administrator notifies a Participant, Spouse, or
Beneficiary of the provisions of this Subsection, and the Participant, Spouse,
or Beneficiary fails to claim the Participant’s, Spouse’s, or Beneficiary’s
benefits or make such person’s whereabouts known to the Administrator within 7
years after the date the Accounts are frozen, the benefits of the Participant,
Spouse, or Beneficiary may be disposed of, to the extent permitted by applicable
law, by one or more of the following methods:

     

    
      	
               
      

            	
              (a)

            	
              By
      retaining such benefits in the
Plan.

            


    

     

    
      	
               
      

            	
              (b)

            	
              By
      paying such benefits to a court of competent jurisdiction for judicial
      determination of the right thereto.

            


    

     

    
      	
               
      

            	
              (c)

            	
              By
      forfeiting such benefits in accordance with procedures established by the
      Administrator.  If a Participant, Spouse, or Beneficiary is
      subsequently located, such benefits shall be restored (without adjustment)
      to the Participant, Spouse, or Beneficiary under the
  Plan.

            


    

     

    
      	
               
      

            	
              (d)

            	
              By
      any equitable manner permitted by law under rules adopted by the
      Administrator.

            


    

     

    
      	
            	
              10.18

            	
              Recovery
      of Benefits

            


    

     

    In the
event a Participant, Spouse, or Beneficiary receives a benefit payment from the
Plan that is in excess of the benefit payment that should have been made to such
Participant, Spouse, or Beneficiary, or in the event a person other than a
Participant, Spouse, or Beneficiary receives an erroneous payment from the Plan,
the Administrator or Employer shall have the right, on behalf of the Plan, to
recover the amount of the excess or erroneous payment from the recipient. 
To the extent permitted under applicable law, the Administrator or Employer may,
at its option, deduct the amount of such excess or erroneous payment from any
future benefits payable to the applicable Participant, Spouse, or
Beneficiary.

     

    
      	
            	
              10.19

            	
              Effect
      on Other Benefits

            


    

     

    Except as
otherwise specifically provided under the terms of any other employee benefit
plan of the Employer, a Participant’s participation in this Plan shall not
affect the benefits provided under such other employee benefit
plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
            	
              10.20

            	
              Tax
      and Legal Effects

            


    

     

    The
Employer, the Administrator, and their representatives and delegates do not in
any way guarantee the tax treatment of benefits for any Participant, Spouse, or
Beneficiary, and the Employer, the Administrator, and their representatives and
delegates do not in any way guarantee or assume any responsibility or liability
for the legal, tax, or other implications or effects of the Plan.  In the
event of any legal, tax, or other change that may affect the Plan, the Employer
may, in its sole discretion, take any actions it deems necessary or desirable as
a result of such change.

     

    SECTION 11 THE
ADMINISTRATOR

     

    
      	
               
      

            	
              11.1

            	
              Information
      Required by Administrator

            


    

     

    Each
person entitled to benefits under the Plan must file with the Administrator from
time to time in writing such person’s mailing address and each change of mailing
address.  Any communication, statement, or notice addressed to any person
at the last address filed with the Administrator will be binding upon such
person for all purposes of the Plan.  Each person entitled to benefits
under the Plan also shall furnish the Administrator with such documents,
evidence, data, or information as the Administrator considers necessary or
desirable for the purposes of administering the Plan.  The Employer shall
furnish the Administrator with such data and information as the Administrator
may deem necessary or desirable in order to administer the Plan.  The
records of the Employer as to an Employee’s or Participant’s period of
employment or membership on the Board, termination of employment or membership
and the reason therefor, leave of absence, reemployment, and Compensation will
be conclusive on all persons unless determined to the Administrator’s or
Employer’s satisfaction to be incorrect.

     

    
      	
               
      

            	
              11.2

            	
              Uniform
      Application of Rules

            


    

     

    The
Administrator shall administer the Plan on a reasonable basis.  Any rules,
procedures, or regulations established by the Administrator shall be applied
uniformly to all persons similarly situated.

     

    
      	
               
      

            	
              11.3

            	
              Review
      of Benefit Determinations

            


    

     

    Benefits will be paid to Participants
and their beneficiaries without the necessity of formal claims. 
Participants or their beneficiaries, however, may make a written request to the
Administrator for any Plan benefits to which they may be entitled. 
Participants’ written request for Plan benefits will be considered a claim for
Plan benefits, and will be subject to a full and fair review.  If the claim
is wholly or partially denied, the Administrator will furnish the claimant with
a written notice of this denial.  This written notice will be provided to
the claimant within 90 days after the receipt of the claim by the
Administrator.  If notice of the denial of a claim is not furnished to the
claimant in accordance with the above within 90 days, the claim will be deemed
denied.  The claimant will then be permitted to proceed to the review stage
described in the following paragraphs.

     

    Upon the denial of the claim for
benefits, the claimant may file a claim for review, in writing, with the
Administrator.  The claim for review must be filed no later than 60 days
after the claimant has received written notification of the denial of the claim
for benefits or, if no written denial of the claim was provided, no later than
60 days after the deemed denial of the claim.  The claimant may review all
pertinent documents relating to the denial of the claim and submit any issues
and comments, in writing, to the Administrator.  If the claim is denied,
the Administrator must provide the claimant with written notice of this denial
within 60 days after the Administrator’s receipt of the claimant’s written claim
for review.  The Administrator’s decision on the claim for review will be
communicated to the claimant in writing and will include specific references to
the pertinent Plan provisions on which the decision was based.  If the
Administrator’s decision on review is not furnished to the claimant within the
time limitations described above, the claim will be deemed denied on
review.  If the claim for Plan benefits is finally denied by the
Administrator (or deemed denied), then the claimant may bring suit in federal
court.  The claimant may not commence a suit in a court of law or equity
for benefits under the Plan until the Plan’s claim process and appeal rights
have been exhausted and the Plan benefits requested in that appeal have been
denied in whole or in part.  However, the claimant may only bring a suit in
court if it is filed within 90 days after the date of the final denial of the
claim by the Administrator.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    With
respect to claims for benefits payable as a result of a Participant being
determined to be disabled, the Administrator will provide the claimant with
notice of the status of his claim for disability benefits under the Plan within
a reasonable period of time after a complete claim has been filed, but no later
than 45 days after receipt of the claim for benefits.  The Administrator
may request an additional 30-day extension if special circumstances warrant by
notifying the claimant of the extension before the expiration of the initial
45-day period.  If a decision still cannot be made within this 30-day
extension period due to circumstances outside the Plan’s control, the time
period may be extended for an additional 30 days, in which case the claimant
will be notified before the expiration of the original 30-day
extension.

     

    If the claimant has not submitted
sufficient information to the Administrator to process his disability benefit
claim, he will be notified of the incomplete claim and given 45 days to submit
additional information.  This will extend the time in which the
Administrator has to respond to the claim from the date the notice of
insufficient information is sent to the claimant until the date the claimant
responds to the request.  If the claimant does not submit the requested
missing information to the Administrator within 45 days of the date of the
request, the claim will be denied.

     

    If a disability benefit claim is
denied, the claimant will receive a notice which will include: (i) the specific
reasons for the denial, (ii) reference to the specific Plan provisions upon
which the decision is based, (iii) a description of any additional information
the claimant might be required to provide with an explanation of why it is
needed, and (iv) an explanation of the Plan’s claims review and appeal
procedures, and (v) a statement regarding the claimant’s right to bring a civil
action under Section 502(a) of ERISA following a denial on appeal.

     

    The claimant may appeal a denial of a
disability benefit claim by filing a written request with the Administrator
within 180 days of the claimant’s receipt of the initial denial notice.  In
connection with the appeal, the claimant may request that the Plan provide him,
free of charge, copies of all documents, records and other information relevant
to the claim.  The claimant may also submit written comments, records,
documents and other information relevant to his appeal, whether or not such
documents were submitted in connection with the initial claim. The Administrator
may consult with medical or vocational experts in connection with deciding the
claimant’s claim for benefits.

     

    The Administrator will conduct a full
and fair review of the documents and evidence submitted and will ordinarily
render a decision on the disability benefit claim no later than 45 days after
receipt of the request for review on appeal.  If there are special
circumstances, the decision will be made as soon as possible, but not later than
90 days after receipt of the request for review on appeal.  If such an
extension of time is needed, the claimant will be notified in writing prior to
the end of the first 45-day period.  The Administrator’s final written
decision will set forth: (i) the specific reasons for the decision, (ii)
references to the specific Plan provisions on which the decision is based, (iii)
a statement that the claimant is entitled to receive, upon request and free of
charge, access to and copies of all documents, records and other information
relevant to the benefit claim, and (iv) a statement regarding the claimant’s
right to bring a civil action under Section 502(a) of ERISA following a denial
on appeal.  The Administrator’s decision made in good faith will be final
and binding.

     

    
      	
               
      

            	
              11.4

            	
              Administrator’s
      Decision Final

            


    

     

    Benefits
under the Plan will be paid only if the Administrator decides in its sole
discretion that a Participant or Beneficiary (or other claimant) is entitled to
them.  Subject to applicable law, any interpretation of the provisions of
the Plan and any decisions on any matter within the discretion of the
Administrator made by the Administrator or its delegate in good faith shall be
binding on all persons.  A misstatement or other mistake of fact shall be
corrected when it becomes known and the Administrator shall make such adjustment
on account thereof as it considers equitable and practicable.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECTION 12 AMENDMENT AND
TERMINATION

     

    While the
Employer expects and intends to continue the Plan, the Employer and the
Administrator reserve the right to amend the Plan at any time and for any
reason, including the right to amend this Section 12 and the Plan termination
rules herein; provided, however, that each Participant will be entitled to the
amount credited to his Accounts immediately prior to such amendment.  The
Employer’s power to amend the Plan includes (without limitation) the power to
change the Plan provisions regarding eligibility, contributions, notional
investments, vesting, and distribution forms, and timing of payments, including
changes applicable to benefits accrued prior to the effective date of any such
amendment; provided, however, that amendments to the Plan (other than amendments
relating to Plan termination) shall not cause the Plan to provide for
acceleration of distributions in violation of Section 409A of the Code and
applicable regulations thereunder.

     

    The
Employer reserves the right to terminate the Plan at any time and for any
reason; provided, however, that each Participant will be entitled to the amount
credited to his Accounts immediately prior to such termination (but such
Accounts shall  not be adjusted for future notional income, losses,
expenses, appreciation and depreciation).

     

    In the
event that the Plan is terminated pursuant to this Section 12, the balances in
affected Participants’ Accounts shall be distributed at the time and in the
manner set forth in Section 9.  Notwithstanding the foregoing, the Employer
and the Administrator reserve the right to make all such distributions within
the second twelve-month period commencing with the date of termination of the
Plan; provided, however, that no such distribution will be made during the first
twelve-month period following such date of Plan termination other than those
that would otherwise be payable under Section 9 absent the termination of the
Plan.  In the event of a Plan termination due to a Change in Control of the
Employer, distributions shall be made within 12 months of the date of the Change
in Control.