Executive Deferred Compensation Plan


     

                                                                                EXHIBIT
      10.5

     

    


     

    EXECUTIVE
      DEFERRED COMPENSATION PLAN

     

    HNI
      Corporation

     

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    As
      Amended and Restated Effective January 1, 2005 to comply with Section
      409A

    of
      the
      Internal Revenue Code

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    TABLE
      OF CONTENTS

    


    Page

    
       

      
        	 1.
                Amendment and Restatement	 	 	         1

                                                                            

    

    
      	 	 1.1.    	Amendment
              and Restatement 	
                     
                 1

            
	 	
               1.2.

            	Purpose	        
              1
	 	
               1.3.

            	Application
              of the Plan	
                     1

            


    

     

    
      	 2. Definitions	 	 	       1


    

                                                                                                 

    
      
        	 	 2.1.	Definitions	       1
	 	
                 2.2.

              	Gender
                and Number	       6


      

    

     

    
      
        	 3.
                Eligibility and Participation	 	 	       6


      

    

     

    
      
        	 	 3.1.	
                Eligibility

              	      
                  6
	 	 3.2.	
                Participation

              	        
                6
	 	
                 3.3.

              	Missing
                    Persons	       6


      

    

     

    
      
        	 4.
                Establishment and Entries to Accounts	 	 	      7


      

    

     

    
      
        	 	 4.1.	
                Accounts

              	      7
	 	 4.2	Deferral
                Election Agreement	      7
	 	 4.3.	Adjustments
                to Accounts	      9
	 	 4.4.	Commencement
                and Form of Distribution of Sub-Account	    10
	 	 4.5.	
                Exceptions
                  to Payment Terms

              	    12
	 	 4.6.	Death
                Benefit	    14
	 	 4.7.	Funding	    14


      

    

     

    
      
        	 5.
                Administration	 	 	   15


      

    

     

    
      	 	
               5.1.

            	Administration	   15
	 	 5.2.	Actions
              of the Committee	   15
	 	 5.3.	Delegation	   15
	 	 5.4.	Expenses 	   15
	 	 5.5.	Reports
              and Records 	   
              15
	 	 5.6.	Valuation
              of Accounts and Account Statements	   15
	 	 5.7.	Indemnification
              and Exculpation	   
              16


    

     

    
      
        	 6.
                Beneficiary Designation	 	 	   
                16


      

    

     

    
      
        	 	 6.1.	Designation
                of Beneficiary	   16
	 	 6.2.	Death
                of Beneficiary 	   16
	 	 6.3.	Ineffective
                Designation	   16


      

    

     

    
      	 7.
              Withholding	 	 	   
              16


    

     

    
      
        	 8.
                Change in Control, Amendment, and Termination	 	 	   16


      

    

     

    
      	 	 8.1.	Change
              in Control	   17
	 	 8.2.	Plan
              Amendment and Termination	   
              17


    

     

    
      	 9.
              Claims Procedure	 	 	   17


    

     

    
      
        	 10.
                Miscellaneous	 	 	   18


      

    

     

    
      
        	 	 10.1.	Unfunded
                Plan	   18
	 	 10.2.	Nontransferability	   18
	 	 10.3.	Successors	   18
	 	 10.4.	Severability	   18
	 	 10.5.	Applicable
                Law	   18
	 	 10.6.	No
                Other Agreements	   19
	 	 10.7.	Incapacity	   19
	 	 10.8.	Counterparts	   19
	 	 10.9.	Electronic
                Media	   19
	 	 10.10.	Administratively
                Reasonable	   19
	 	 10.11.	Release 	   19
	 	 10.12.	Notices	   19


      

    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    HNI
      Corporation

    Executive
      Deferred Compensation Plan

    


    


    1. Amendment
      and Restatement

     

    1.1. Amendment
      and Restatement. 
      HNI Corporation, an Iowa corporation (the "Corporation"), hereby amends and
      restates, effective as of January 1, 2005 (the "Restatement Date"), the HNI
      Corporation Executive Deferred Compensation Plan (the "Plan") to comply with
      Section 409A of the Internal Revenue Code and to effect certain other changes
      in
      its design and operation.  The Plan was most recently amended and restated,
      effective November 7, 2002.

     

    1.2. Purpose. 
      The purpose of the Plan is to give eligible executive employees of the
      Corporation and certain of its Subsidiaries the opportunity to defer the receipt
      of compensation to supplement their retirement savings and to achieve their
      personal financial planning goals.

     

    1.3. Application
      of the Plan. 
      The terms of the Plan, as amended and restated herein, apply to amounts deferred
      under the Plan on or after the Restatement Date. Amounts deferred under the
      Plan
      before the Restatement Date are subject to the terms of the Plan as in effect
      prior to the Restatement Date; provided, however, that Section 4.11 of the
      Plan
      (as in effect prior to the Restatement Date) is deleted in its entirety as
      of
      the Restatement Date, such that such section shall no longer apply to any
      amounts deferred under the Plan, whether before or after the Restatement
      Date.

     

    2. Definitions

    


    2.1. Definitions. 
      Whenever used in the Plan, the following terms shall have the meaning set forth
      below and, when the defined meaning is intended, the term is
      capitalized:

     

    
      	(a)  	
              "Account"
                means the device used to measure and determine the amount of benefits
                payable to a Participant or Beneficiary under the Plan. The Corporation
                shall establish a Cash Account and Stock Account for each Participant
                under the Plan, and the term "Account," as used in the Plan, may
                refer to
                either such Account or the aggregate of the two Accounts. In addition,
                the
                Corporation shall establish a separate Sub-Account under each of
                the
                Participant's Cash Account and Stock Account for each Deferral Election
                Agreement entered into by the Participant pursuant to Section
                4.2.

            


    

    


    
      	(b)  	
              "Annual
                Bonus," of a Participant for a Plan Year, means the bonus awarded
                by the
                Employer to a Participant in cash or Stock for services performed
                by the
                Participant during the Plan Year, as provided in the HNI Corporation
                Executive Bonus Plan, or any successor plan
                thereto.

            


    

    


    
      	(c)  	
              "Base
                Salary," of a Participant for a Plan Year, means the base salary,
                including all regular basic wages before reduction for any amounts
                deferred on a tax-qualified or nonqualified basis, payable in cash
                to the
                Participant for services rendered to an Employer during the Plan
                Year.
                Base Salary shall exclude bonuses, incentive compensation, special
                fees or
                awards, allowances, or any other form of premium or incentive pay,
                or
                amounts designated by an Employer as payment toward or reimbursement
                of
                expenses.

            


    

    


    
      	(d)  	
              "Beneficiary"
                means the persons or entities designated by a Participant in writing
                pursuant to Article 6 of the Plan as being entitled to receive any
                benefit
                payable under the Plan by reason of the death of a Participant, or,
                in the
                absence of such designation, the Participant's estate (pursuant to
                the
                rules specified in Article 6).

            


    

    


    
      	(e)  	
              "Board
                of Directors" means the board of directors of the
                Corporation.

            


    

    


    
      	(f)  	
              "Change
                in Control" means:

            


    

    


    (i) the
      acquisition by any individual, entity or group (with the meaning of Section
      13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
      "Exchange Act")) (a "Person") of beneficial ownership (within the meaning of
      Rule 13d-3 promulgated under the Exchange Act) of 35% or more of either (A)
      the
      then outstanding shares of common stock of the Corporation (the "Outstanding
      Corporation Common Stock") or (B) the combined voting power of the then
      outstanding voting securities of the Corporation entitled to vote generally
      in
      the election of Directors (the "Outstanding Corporation Voting Securities");
      provided, however, that for purposes of this subsection (i), the following
      acquisitions shall not constitute a Change in Control: (I) any acquisition
      directly from the Corporation; (II) any acquisition by the Corporation; (III)
      any acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by the Corporation or any corporation controlled by the Corporation;
      or (IV) any acquisition by any corporation pursuant to a transaction which
      complies with clauses (A), (B) and (C) of subsection (iii) of this paragraph;
      or

     

    (ii) individuals
      who, as of the date hereof, constitute the Board (the "Incumbent Board") cease
      for any reason to constitute a
      majority
      of the
      Board; provided, however, that any individual becoming a Director subsequent
      to
      the date hereof whose election, or nomination for election by the Corporation's
      shareholders, was approved by a vote of a
      majority
      of the
      Directors then comprising the Incumbent Board shall be considered as though
      such
      individual were a member of the Incumbent Board, but excluding, for this
      purpose, any such individual whose initial assumption of office occurs as a
      result of an actual or threatened election contest with respect to the election
      or removal of Directors or other actual or threatened solicitation of proxies
      or
      consents by or on behalf of a Person other than the Board; or

    


    (iii) consummation
      of a reorganization, merger or consolidation or sale or other disposition of
      all
      or substantially all of the assets of the Corporation (a "Business
      Combination"), in each case, unless, following such Business Combination: (A)
      all or substantially all of the individuals and entities who were the beneficial
      owners, respectively, of the Outstanding Corporation Common Stock and
      Outstanding Corporation Voting Securities immediately prior to such Business
      Combination beneficially own, directly or indirectly, 50% or more of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of Directors, as the case may be, of the corporation
      resulting from such Business Combination (including, without limitation, a
      corporation which as a result of such transaction owns the Corporation or all
      or
      substantially all of the Corporation's assets either directly or through one
      or
      more subsidiaries) in substantially the same proportions as their ownership,
      immediately prior to such Business Combination of the Outstanding Corporation
      Common Stock and Outstanding Corporation Voting Securities, as the case may
      be;
      (B) no Person (excluding any corporation resulting from such Business
      Combination or any employee benefit plan (or related trust) of the Corporation
      or such corporation resulting from such Business Combination) beneficially
      owns,
      directly or indirectly, 35%
      or more
      of, respectively, the then outstanding shares of common stock of the corporation
      resulting from such Business Combination or the combined voting power of the
      then outstanding voting securities of such corporation except to the extent
      that
      such ownership existed prior to the Business Combination; and (C) at least
      a
      majority of the members of the board of directors of the corporation resulting
      from such Business Combination were members of the Incumbent Board at the time
      of the execution of the initial agreement, or of the action of the Board,
      providing for such Business Combination. 

    


    
      	(g)  	
              "Code"
                means the Internal Revenue Code of 1986, as amended from time to
                time, or
                any successor thereto.

            


    

    


    
      	(h)  	
              "Committee"
                means the Human Resources and Compensation Committee of the Board
                of
                Directors or a delegate of such
                Committee.

            


    

    


    
      	(i)  	
              "Compensation"
                means the remuneration paid or awarded to the Participant by an Employer
                as Base Salary, Annual Bonus, or LTP
                Award.

            


    

    


    
      	(j)  	
              "Corporation"
                means HNI Corporation, an Iowa
                corporation.

            


    

    


    
      	(k)  	
              "Deferral
                Election Agreement" means the agreement described in Section 4.2
                in which
                the Participant designates the amount of his or her Compensation,
                if any,
                that he or she wishes to contribute to the Plan and acknowledges
                and
                agrees to the terms of the Plan.

            


    

    


    
      	(l)  	
              "Elective
                Deferral" means a contribution to the Plan made by a Participant
                pursuant
                to a Deferral Election Agreement that the Participant enters into
                with the
                Corporation. Elective Deferrals shall be made according to the terms
                of
                the Plan set forth in Section 4.2.

            


    

    


    
      	(m)  	
              "Employer"
                means the Corporation, any Subsidiary that adopts the Plan, and any
                entity
                that continues the Plan as a successor under Section
                10.3.

            


    

    


    
      	(n)  	
              "Enrollment
                Period" means the period designated by the Corporation during which
                a
                Deferral Election Agreement may be entered into with respect to an
                eligible employee's future Compensation as described in Section 4.2.
                Generally, the Enrollment Period must end no later than the end of
                the
                calendar year before the calendar year in which the services giving
                rise
                to the Compensation to be deferred are performed. As described in
                Section
                4.2, an exception may be made to this requirement for individuals
                who
                first become eligible to participate in the Plan and for Elective
                Deferrals from Compensation considered to be Performance-Based
                Compensation, as determined by the Committee or by the Vice-President,
                Member and Community Relations, from time to time.
                

            


    

    


    
      	(o)  	
              "ERISA"
                means the Employee Retirement Income Security Act of 1974, as amended
                from
                time to time, or any successor
                thereto.

            


    

    


    
      	(p)  	
              "Fair
                Market Value," of a share of Stock, means the average of the high
                and low
                transaction prices of the share as reported on the New York Stock
                Exchange
                on the date as of which such value is being determined, or, if there
                shall
                be no reported transactions for such date, on the next preceding
                date for
                which transactions were reported; provided, however, that if Fair
                Market
                Value for any date cannot be so determined, Fair Market Value shall
                be
                determined by the Committee by whatever means or method as the Committee,
                in the good faith exercise of its discretion, shall at such time
                deem
                appropriate.

            


    

    


    
      	(q)  	
              "LTP
                Award," of a Participant for a performance period, means the amount
                payable to the Participant in cash or Stock for the performance period
                pursuant to the HNI Corporation Long-Term Performance Plan. The
                performance period for an LTP Award shall be set forth in the HNI
                Corporation Long-Term Performance Plan.


            


    

    


    
      	(r)  	
              "Participant"
                means an individual who satisfies the requirements of Section 3.1
                and who
                has entered into a Deferral Election
                Agreement.

            


    

    


    
      	(s)  	
              "Performance-Based
                Compensation," of a Participant for a period, means incentive compensation
                of the Participant for such period where the amount of, or entitlement
                to,
                the incentive compensation is contingent on the satisfaction of
                pre-established organizational or individual performance criteria
                relating
                to a performance period of at least 12 consecutive months in which
                the
                Participant performs services. Organizational or individual performance
                criteria are considered pre-established if established in writing
                by not
                later than 90 days after the commencement of the period of service
                to
                which the criteria relate, provided that the outcome is substantially
                uncertain at the time the criteria are established. Performance-based
                compensation may include payment based on performance criteria that
                are
                not approved by the Board of Directors or the Committee or by the
                stockholders of the Corporation.

            


    

    


    
      	(t)  	
              "Plan
                Year" means the consecutive 12-month period beginning each January
                1 and
                ending December 31.

            


    

    


    
      	(u)  	
              "Prime
                Rate" means the interest rate charged by the Northern Trust Corporation,
                Chicago, Illinois, on corporate loans made to their best customers
                as of
                the first business day coincident with or immediately following the
                first
                day of each Plan Year.

            


    

    


    
      	(v)  	
              "Qualified
                Domestic Relations Order" has
                the same meaning as in Section 414(p) of the
                Code.

            


    

    


    
      	(w)  	
              "Restatement
                Date" means January 1, 2005.

            


    

    


    
      	(x)  	
              "Retirement,"
                of a Participant, means the Participant's Separation from Service
                with the
                Corporation and its Subsidiaries on or after the attainment of age
                65,
                or
                age 55 with
                ten years of service with an Employer. The Chief Executive Officer
                of the
                Corporation, in his or her discretion, may waive or reduce the ten-year
                service requirement with respect a Participant; provided that the
                waiver
                or reduction does not cause an impermissible change in the timing
                of a
                Participant's payments under the Plan and otherwise complies with
                the
                requirements Section 409A of the Code.


            


    

    


    
      	(y)  	
              "Separation
                from Service," of a Participant, means
                the Participant's separation from service with the Corporation and
                all of
                its affiliates, within the meaning of Section 409A(a)(2)(A)(i) of
                the Code
                and the regulations thereunder.
                Solely for these purposes, a Participant will be considered to have
                a
                Separation from Service when the Participant dies, retires, or otherwise
                has a termination of employment with all affiliates. The employment
                relationship is treated as continuing intact while the Participant
                is on
                military leave, sick leave, or other bona fide leave of absence (such
                as
                temporary employment by the government) if the period of such leave
                does
                not exceed six months, or if longer, so long as the individual's
                rights to
                reemployment with the Corporation or any affiliate is provided either
                by
                statute or by contract. If the period of leave exceeds six months
                and the
                individual's right to re-employment is not provided either by statute
                or
                contract, the employment relationship is deemed to terminate on the
                first
                date immediately following such six-month period. Whether a termination
                of
                employment has occurred is based on the facts and
                circumstances.

            


    

    


    
      	(z)  	
              "Specified
                Employee" means a "key employee" (as defined in Section 416(i) of
                the Code
                without regard to Section 416(i)(5)) of the Corporation. For purposes
                hereof, an employee is a key employee if the employee meets the
                requirements of Section 416(1)(A)(i), (ii) or (iii) (applied in accordance
                with the regulations thereunder and disregarding Section 416(i)(5))
                at any
                time during the 12-month period ending on December 31. If a person
                is a
                key employee as of such date, the person is treated as a Specified
                Employee for the 12-month period beginning on the first day of the
                fourth
                month following such date

            


    

    


    
      	(aa)  	
              "Subsidiary"
                means a corporation which is wholly owned by the
                Corporation.

            


    

    


    
      	(bb)  	
              "Stock"
                means the Corporation's common stock, $1.00 par
                value.

            


    

    


    
      	(cc)  	
              "Stock
                Unit" means the notational unit representing the right to receive
                one
                share of Stock.

            


    

    


    2.2. Gender
      and Number. 
      Except when otherwise indicated by the context, any masculine term used in
      the
      Plan also shall include the feminine gender; and the definition of any plural
      shall include the singular and the singular shall include the
      plural.

     

    3. Eligibility
      and Participation

     

    3.1. Eligibility. 
      Participation in the Plan shall be limited to those executive employees of
      an
      Employer who are eligible to participate in the HNI Corporation Executive Bonus
      Plan.

     

    3.2. Participation.
      An
      eligible executive employee shall be notified of his or her eligibility to
      make
      an Elective Deferral under the Plan for a Plan Year prior to the beginning
      of
      the Plan Year, or as soon as administratively possible thereafter. Unless so
      notified, an employee shall not have the right to make Elective Deferrals for
      a
      Plan Year, whether or not he or she has been permitted to make Elective Deferral
      for any prior Plan Year. Further, nothing in the Plan shall interfere with
      or
      limit in any way the right of an Employer to terminate any Participant's
      employment at any time, nor confer upon any Participant a right to continue
      in
      the employ of an Employer, and all Participants shall remain subject to change
      of salary and other terms of employment, transfer, change of job, discipline,
      layoff, discharge, or any other change of status.

     

    3.3. Missing
      Persons.
      Each
      Participant and Beneficiary entitled to receive benefits under the Plan shall
      be
      obligated to keep the Corporation informed of his or her current address until
      all Plan benefits that are due to be paid to the Participant or Beneficiary
      have
      been paid to him or her. If the Corporation is unable to locate the Participant
      or his or her Beneficiary for purposes of making a distribution, the amount
      of a
      Participant's benefit under the Plan that would otherwise be considered as
      non-forfeitable shall be forfeited effective one year after: (a) the last date
      a
      payment of said benefit was made, if at least one such payment was made; or
      (b)
      the first date a payment of said benefit was due to be made pursuant to the
      terms of the Plan, if no payments have been made. If such person is located
      after the date of such forfeiture, the benefits for such Participant or
      Beneficiary shall not be reinstated hereunder.

    


    4. Establishment
      and Entries to Accounts

     

    4.1. Accounts.
      The
      Committee shall establish two Accounts for each Participant under the Plan
      as
      follows:

     

    (a) Cash
      Account.
      A
      Participant's Cash Account, as of any date, shall consist of the Compensation
      that the Participant has elected to allocate to that Account under his or her
      various Deferral Election Agreements pursuant to Section 4.2, increased by
      earnings thereon pursuant to Section 4.3(a), and adjusted to reflect transfers
      to and from the Account pursuant to Section 4.3(c) and distributions from the
      Account pursuant to Sections 4.4, 4.5 and 4.6.

     

    (b) Stock
      Account.
      A
      Participant's Stock Account, as of any date, shall consist of the Compensation
      that the Participant has elected to allocate to that Account pursuant to Section
      4.2, increased with earnings (including dividend equivalents) thereon and
      converted to Stock Units pursuant to Section 4.3(b), and adjusted to reflect
      transfers to and from the Account pursuant to Section 4.3(c) and distributions
      from the Account pursuant to Sections 4.4, 4.5 and 4.6.

     

    The
      Committee shall establish a separate Sub-Account under each of these Accounts
      for each Deferral Election Agreement entered into by the Participant pursuant
      to
      Section 4.2. As specified in Section 4.2, as part of a Participant's Deferral
      Election Agreement, the Participant shall elect how amounts deferred under
      each
      Deferral Election Agreement are to be distributed to him or her from among
      the
      available distribution options described in Section 4.4. The separate
      Sub-accounts are established to account for the different distribution terms
      that may apply to each Sub-account. The Corporation may combine Sub-accounts
      that have identical distribution terms, or may establish other Sub-accounts
      for
      a Participant under the Plan from time to time in its discretion, as it deems
      appropriate or advisable. A Participant shall have a full and immediate
      nonforfeitable interest in his or her Accounts at all times.

     

    4.2 Deferral
      Election Agreement.
      A
      Participant wishing to make an Elective Deferral under the Plan for a Plan
      Year
      shall enter into a Deferral Election Agreement during the Enrollment Period
      immediately preceding the beginning of the Plan Year. A separate Deferral
      Election Agreement must be entered into for each Plan Year that a Participant
      wishes to make Elective Deferrals under the Plan. In order to be effective,
      the
      Deferral Election Agreement must be completed and submitted to the Committee
      at
      the time and in the manner specified by the Committee, which may be no later
      than the last day of the Enrollment Period. The Committee shall not accept
      Deferral Election Agreements entered into after the end of the Enrollment
      Period. The Committee may require that a Participant enter into a separate
      Deferral Election Agreement for each component of the Participant's
      Compensation, i.e., Base Compensation, Annual Bonus and LTP Award, that he
      or
      she wishes to defer for a Plan Year. Except as specified in the following two
      paragraphs, a Deferral Election Agreement will be effective to defer
      Compensation earned after the Deferral Election Agreement is entered into,
      and
      not before.

     

    For
      the
      Plan Year in which an employee first becomes eligible to participate in the
      Plan, the Committee may, in its discretion, allow the employee to enter into
      a
      Deferral Election Agreement within 30 days after he or she first becomes
      eligible. In order to be effective, the Deferral Election Agreement must be
      completed and submitted to the Committee on or before the 30-day period has
      elapsed. The Committee shall not accept Deferral Election Agreements entered
      into after the 30-day period has elapsed. If the employee fails to complete
      a
      Deferral Election Agreement by such time, he or she may enter into a Deferral
      Election Agreement during any succeeding Enrollment Period in accordance with
      the rules described in the preceding paragraph. For Compensation that is earned
      based upon a specified performance period (for example, the Annual Bonus) where
      a Deferral Election Agreement is entered into in the first year of eligibility
      but after the beginning of the performance period, the Deferral Election
      Agreement will be deemed to apply to Compensation paid for services performed
      subsequent to the date the Deferral Election Agreement is entered into if the
      Deferral Election Agreement applies to the portion of the Compensation equal
      to
      the total amount of the Compensation for the performance period multiplied
      by
      the ratio of the number of days remaining in the performance period after the
      election over the total number of days in the performance period. For purposes
      of the exception described in this paragraph, the term "Plan" shall mean the
      Plan and any other plan required to be aggregated with the Plan pursuant to
      Code
      Section 409A, and the regulations and other guidance thereunder. Accordingly,
      if
      an employee has previously been eligible to participate in a plan required
      to be
      aggregated with the Plan, then the 30-day exception described in this paragraph
      shall not apply to him or her.

    


    Deferral
      Election Agreements for Base Salary and incentive compensation other than
      Performance-Based Compensation shall be completed and submitted to the
      Corporation at the time described above that is ordinarily applicable to
      Deferral Election Agreements (subject to the exception for employees who are
      newly eligible to participate). Deferral Election Agreements for Compensation
      that is Performance-Based Compensation shall be completed and submitted to
      the
      Corporation no later than six months before the end of the performance period
      for such Compensation. The Committee shall determine from time to time whether
      an item of Incentive Compensation is considered Performance-Based Compensation
      for these purposes.

    


    For
      each
      Deferral Election Agreement the Participant enters into, the Participant shall
      specify:

    


    (a) The
      component of Compensation, i.e., Base Salary, Annual Bonus or LTP Award, that
      the Participant wishes to contribute as a Deferral Election, and for each such
      component, the amount, by dollar amount or percentage, of Compensation otherwise
      payable to the Participant in cash that the Participant wishes to contribute
      as
      and Elective Deferral, and the amount, by number of shares or percentage, of
      Compensation otherwise payable to the Participant in Stock that the Participant
      wishes to contribute as and Elective Deferral;

    


    (b) The
      manner in which the amount in (a), above, is to be allocated between the
      Participant's Cash Account and Stock Account, by dollar amount or percentage;
      provided, however, that in the case of Compensation otherwise payable to the
      Participant in Stock, the Compensation shall automatically be allocated to
      the
      Stock Account; and

    


    (c) The
      time
      and manner of distribution (consistent with the requirements of Section 4.4)
      of
      the Sub-account established with respect to the Deferral Election
      Agreement.

    


    The
      Committee may from time to time establish a minimum amount that may be deferred
      by a Participant pursuant to this Section 4.2 for any Plan Year. Notwithstanding
      anything in this Section 4.2 to the contrary, in all events a Participant's
      remaining Compensation, after all Elective Deferrals, must be sufficient to
      enable the Corporation to withhold from the Participant's Compensation: (a)
      any
      amounts necessary to satisfy withholding requirements under applicable tax
      law;
      and (b) the amount of any contributions that the Participant may be required
      to
      make or may have elected to make under the Corporation's various benefit
      plans.

    


    Elective
      Deferrals shall be credited to the Participant's Cash Account or Stock Account,
      as the case may be, as soon as administratively reasonable after the
      Compensation would have been paid to the Participant had the Participant not
      elected to defer it under the Plan.

    


    In
      general, a Deferral Election Agreement shall become irrevocable as of the last
      day of the Enrollment Period applicable to it. However, if a Participant incurs
      an "unforeseeable emergency," as defined in Section 4.5(c)(ii), or becomes
      entitled to receive a hardship distribution pursuant to Treas. Reg. Section
      1.401(k)-1(d)(3) after the Deferral Election Agreement otherwise becomes
      irrevocable, the Deferral Election Agreement shall be cancelled as of the date
      on which the Participant is determined to have incurred the unforeseeable
      emergency or becomes eligible to receive the hardship distribution and no
      further Elective Deferrals will be made under it.

    


    4.3. Adjustments
      to Accounts.
      

     

    (a) The
      Participant's Cash Account shall be credited with earnings as of the last day
      of
      each month. The amount so credited shall be the product of: (i) the Cash Account
      balance as of such date (less any contributions credited to the Account during
      the month); and (ii) 1/12 of the sum of (A) the Prime Rate (in effect for the
      Plan Year) and (B) one percentage point.

     

    (b) The
      Elective Deferrals allocable to a Participant's Stock Account under a Deferral
      Election Agreement shall be converted to Stock Units. In the case of Elective
      Deferrals of Compensation otherwise payable to the Participant in cash, the
      conversion shall occur on the last day of the month (the "conversion date")
      coincident with or next following the date on which the Elective Deferrals
      are
      credited to the Stock Account. On the conversion date, the Elective Deferrals
      shall be converted to a number of whole and fractional Stock Units determined
      by
      dividing the Elective Deferrals (plus earnings) by the Fair Market Value of
      a
      share of Stock on the conversion date. In the case of Elective Deferrals of
      Compensation otherwise payable to the Participant in Stock, the conversion
      shall
      occur at the time the Elective Deferrals are credited to the Stock Account
      pursuant to Section 4.2, with the number of Stock Units so credited equal to
      the
      number of shares of Stock that the Participant has elected to defer pursuant
      to
      the Deferral Election Agreement. On each date on which the Corporation pays
      a
      cash dividend (the "dividend date"), the Stock Account shall be credited with
      an
      additional number of Stock Units determined by dividing the dollar amount that
      the Corporation would have paid as a dividend if the Stock Units held in the
      Participant's Stock Account as of the record date for the dividend were actual
      shares of Stock divided by the Fair Market Value of a share of Stock on the
      dividend date. Appropriate adjustments in the Stock Account shall be made as
      equitably required to prevent dilution or enlargement of the Account from any
      Stock dividend, Stock split, reorganization or other such corporate transaction
      or event.

     

    (c) A
      Participant may transfer amounts from a Cash Sub-account to a Stock Sub-account
      and from a Stock Sub-account to a Cash Sub-account pursuant to this Section
      4.3(c). Once each calendar quarter, during the trading window selected by
      management for Section 16 officers of the Corporation, each Participant may
      enter into an election to:

     

    (i) Convert
      all or any portion of the Stock Units credited to a Stock Sub-account to an
      equivalent hypothetical cash amount, by multiplying the Fair Market Value of
      a
      share of Stock on the date the election is received by the Corporation by the
      number to Stock Units to be converted, and credit such hypothetical cash amount
      to a Cash Sub-account; or 

     

    (ii) Convert
      all or any portion of the amount credited to a Cash Sub-account to an equivalent
      number of Stock Units, by dividing the dollar amount to be converted by the
      Fair
      Market Value of a share of Stock on the date the election is received by the
      Corporation, and credit such Stock Units to a Stock Sub-account.

     

    
      	 	
              All
                transfers described in this Section 4.3(c) must be made between
                Sub-accounts that have identical distribution terms, that is, a
                Participant may transfer an amount from a Cash Sub-Account to a Stock
                Sub-Account and visa versa only if the Sub-accounts provide for
                distribution in the same manner and at the same time as one
                another.

            


    

     

    4.4. Commencement
      and Form of Distribution of Sub-Account.
      As
      stated in Section 4.2(c), above, as part of his or her Deferral Election
      Agreement, a Participant shall elect: (a) the date on which distribution of
      each
      Sub-Account established for him or her under the Plan is to commence, which
      date
      may be no earlier than one year following the end of the Plan Year in which
      the
      Compensation deferred under the Deferral Election Agreement would otherwise
      have
      been paid to the Participant; and (b) the form of distribution of each such
      Sub-Account from the available distribution forms set forth below:

     

    (a) a
      single
      sum payment; or

     

    (b) monthly,
      quarterly or annual installment payments: 

     

    (i)
      in
      the case of a Cash Sub-account, 

     

    (A)
      of a
      specified dollar amount, or 

     

    (B)
      over
      a specified period; or 

     

    (ii)
      in
      the case of a Stock Sub-account, 

     

    (A)
      of a
      number of shares of Stock equal to a specified dollar amount; 

     

    (B)
      of a
      specified number of shares of Stock; or 

     

    (C)
      over
      a specified period.

     

    All
      distributions from Cash Sub-accounts shall be paid in the form of cash. All
      distributions from Stock Sub-accounts shall be paid in the form of Stock (with
      each Stock Unit converted to one share of Stock at the time of distribution).
      

     

    In
      the
      case of a Participant who elects to receive a Sub-Account in the form of
      installments, earnings and dividends shall be credited to the Participant's
      Sub-account in the manner provided in Section 4.3(a) and (b) during the payment
      period. 

     

    If
      the
      Participant elects to receive payment of a Sub-Account in the form of annual
      installments, the initial installment payment shall be made on January 15 (or
      as
      soon thereafter as is administratively reasonable) of the Plan Year selected
      by
      the Participant. The remaining annual installment payments shall be made on
      January 15 (or as soon thereafter as is administratively reasonable) of each
      year thereafter until the Participant's entire Sub-account has been paid.


     

    If
      the
      Participant elects to receive payment in the form of monthly or quarterly
      installments, the installment payments shall commence on the first day (or
      as
      soon thereafter as is administratively reasonable) of the first month or quarter
      (as the case may be) of the Plan Year selected by the Participant and will
      continue to be made on the first day (or as soon thereafter as is
      administratively reasonable) of each month or quarter (as the case may be)
      thereafter until the Participant's entire Sub-account has been paid.


     

    In
      the
      case of a Participant who elects to receive installment payments of a specified
      dollar amount from a Cash Sub-Account, the amount of each installment payment
      will equal such specified dollar amount until the Sub-Account is exhausted,
      with
      the last installment consisting of the balance in the Sub-account. In the case
      of a Participant who elects to receive installment payments of a number of
      shares of Stock equal to a specified dollar amount, the number of shares to
      be
      distributed in each installment payment shall be determined by dividing such
      specified dollar amount by the Fair Market Value of a share of Stock on the
      distribution date, with the last installment consisting of the balance in the
      Sub-account. 

     

    In
      the
      case of a Participant who elects to receive installment payments over a
      specified period from a Cash Sub-Account or Stock Sub-Account, the amount of
      each installment payment shall be equal to the cash balance or number of Stock
      Units (as the case may be) in the Participant's Sub-account immediately prior
      to
      the installment payment, multiplied by a fraction, the numerator of which is
      one, and the denominator of which is the number of installment payments
      remaining, with the last installment consisting of the balance of the
      Participant's Sub-account.

     

    In
      the
      case of a Participant who elects to receive installment payments from a
      Stock-Sub-account equal to a specified number of shares, each installment
      payment shall consist of such specified number, with the last installment
      consisting of the balance of the Participant's Sub-account. 

     

    Notwithstanding
      anything in this Section 4.4 to the contrary, a Participant who elects to
      receive a Sub-account in installments must elect a payment amount that results
      in a total annual Plan payment from all Sub-accounts (of cash, Stock or both)
      that equals at least $25,000. If, on January 15 of a Plan Year, the balance
      of a
      Participant's Sub-account then being distributed in the form of monthly or
      quarterly installments is less than $25,000, the entire balance will be paid
      to
      the Participant in a single sum as soon as administratively reasonable after
      such date. In any event, the remaining balance of a Participant's Account shall
      be paid on the 25th
      anniversary of the first payment. 

     

    A
      Participant may modify an election for payment of a Sub-account to postpone
      the
      commencement date and change the form of payment to another form permitted
      under
      the Plan. In order to be effective, the requested modification must: (a) be
      in
      writing and be submitted to the Corporation at the time and in the manner
      specified by the Committee; (b) not take effect for at least 12 months from
      the
      date on which it is submitted to the Corporation; (c) be submitted to the
      Corporation at least 12 months prior to the then scheduled distribution
      commencement date ("original distribution date"); and (d) specify a new
      distribution commencement date that is no earlier than five years after the
      original distribution date. For purposes hereof, if the original distribution
      date is a Plan Year rather than a specified date within a Plan Year, the
      original distribution date shall be deemed to be the first day of the Plan
      Year.


     

    4.5. Exceptions
      to Payment Terms. 
      Notwithstanding anything in this Article 4 or a Participant's Deferral Election
      Agreement (as may be modified pursuant to Section 4.4) to the contrary, the
      following terms, if applicable, shall apply to the payment of a Participant's
      Sub-accounts.

    


    (a) Separation
      from Service for Reasons Other than Retirement or Death.
       If a Participant has a Separation from Service for reasons other than
      Retirement or death, all of the Participant's Sub-accounts (or the remaining
      balances thereof if distribution has already commenced) will be distributed
      to
      him or her in a single sum (regardless of the form otherwise elected by the
      Participant) as soon as administratively reasonable following the Participant's
      Separation from Service.

    


    (b) Delay
      in Distributions.

    


    (i) If
      the
      Participant is a Specified Employee, any Plan distributions that are otherwise
      to commence on the Participant's Separation from Service shall commence as
      soon
      as administratively reasonable after the six month anniversary of the
      Participant's Separation from Service, or if earlier, the Participant's death.
      In this case, the first payment following the period of delay required by this
      Section 4.5(b)(i) shall be increased by any amount that would otherwise have
      been payable to the Participant under the Plan during the delay
      period.

    


    (ii) The
      Corporation shall delay the distribution of any amount otherwise required to
      be
      distributed under the Plan if, and to the extent that, the Corporation
      reasonably anticipates that the Corporation's deduction with respect to such
      distribution otherwise would be limited or eliminated by application of Section
      162(m) of the Code. In such event, the distribution will be made at the earliest
      date on which the Corporation reasonably anticipates that the deduction of
      the
      distribution will not be limited or eliminated by Section 162(m) of the Code.
      

    


    (iii) The
      Corporation shall delay the distribution of any amount otherwise required to
      be
      distributed under the Plan if, and to the extent that, the Corporation
      reasonably anticipates that the making of the distribution would violate Federal
      securities laws or other applicable law. In such event, the distribution will
      be
      made at the earliest date on which the Corporation reasonably anticipates that
      the making of the distribution will not cause such a violation.

    


    (c) Acceleration
      of Distributions. 
      All or a portion of a Participant's Sub-accounts may be distributed at an
      earlier time and in a different form than specified in this Article 4:


    


    (i) As
      may be
      necessary to fulfill a Qualified Domestic Relations Order or a certificate
      of
      divestiture (as defined in Code Section 1043(b)(2)). 

    


    (ii) If
      the
      Participant or Beneficiary has an unforeseeable emergency. For these purposes
      an
      "unforeseeable emergency" is a severe financial hardship of the Participant
      or
      Beneficiary resulting from an illness or accident of the Participant or
      Beneficiary, the Participant's or Beneficiary's spouse, or the Participant's
      or
      Beneficiary's dependent (as defined in Section 152(a) of the Code), loss of
      the
      Participant's or Beneficiary's property due to casualty (including the need
      to
      rebuild a home following damage to a home not otherwise covered by insurance,
      for example, not as a result of a natural disaster); or other similar
      extraordinary and unforeseeable circumstances arising as a result of events
      beyond the control of the Participant or Beneficiary. For example, the imminent
      foreclosure of or eviction from the Participant's or Beneficiary's primary
      residence may constitute an unforeseeable emergency. In addition, the need
      to
      pay for medical expenses, including non-refundable deductibles, as well as
      for
      the cost of prescription drug medication, may constitute an unforeseeable
      emergency. Finally, the need to pay for funeral expenses of a spouse or a
      dependent (as defined in Section 152(a) of the Code) may also constitute an
      unforeseeable emergency. Except as otherwise provided in this paragraph (c)(ii),
      the purchase of a home and the payment of college tuition are not unforeseeable
      emergencies. Whether a Participant or Beneficiary is faced with an unforeseeable
      emergency permitting a distribution under this paragraph (c)(ii) is to be
      determined based on the relevant facts and circumstances of each case, but,
      in
      any case a distribution on account of an unforeseeable emergency may not be
      made
      to the extent that such emergency is or may be relieved through reimbursement
      or
      compensation from insurance or otherwise, by liquidation of the Participant's
      assets, to the extent the liquidation of such assets would not cause severe
      financial hardship, or by cessation of Elective Deferrals.

    


    Distributions
      because of an unforeseeable emergency must be limited to the amount reasonably
      necessary to satisfy the emergency need (which may include amounts necessary
      to
      pay any Federal, state, or local income taxes or penalties reasonably
      anticipated to result from the distribution). Determinations of the amounts
      reasonably necessary to satisfy the emergency need must take into account any
      additional compensation that is available due to the Participant's cancellation
      of a Deferral Election Agreement due to an unforeseeable emergency pursuant
      to
      Section 4.2.

    


    (iii) Due
      to a
      failure of the Plan to satisfy Section 409A with respect to the Participant,
      but
      only to the extent an amount is required to be included in the Participant's
      income as a result of such failure. 

    


    4.6. Death
      Benefit. 
      If a Participant dies with all or a portion of his or her Account unpaid, the
      remaining amount shall be paid to his or her Beneficiary, as designated in
      accordance with Article 7, in the form (single sum or installments) and time
      elected by the Participant under Sections 4.2 and 4.4.

     

    4.7. Funding. 
      An Employer's obligations under the Plan shall in every case be an unfunded
      and
      unsecured promise to pay. Each Participant's or Beneficiary's rights under
      the
      Plan shall be no greater than those of a general, unsecured creditor of an
      Employer.  The amount of each Participant's Account shall be reflected on
      the accounting records of the Corporation but shall not be construed to create,
      or require the creation of, a trust, custodial or escrow account.  No
      Participant shall have any right, title, or interest whatsoever in or to any
      investment reserves, accounts, or funds that an Employer may purchase,
      establish, or accumulate, and, except as provided in Section 8.1, no Plan
      provision or action taken pursuant to the Plan shall create or be construed
      to
      create a trust or a fiduciary relationship of any kind between an Employer
      and a
      Participant or any other person.  All amounts paid under the Plan shall be
      paid in cash or Stock from the general assets of an Employer, and an Employer
      shall not be obligated under any circumstances to fund its financial obligations
      under the Plan.

     

    5. Administration

     

    5.1. Administration.
      The
      Plan shall be administered by the Committee. In addition to the other powers
      granted under the Plan, the Committee shall have all powers necessary to
      administer the Plan, including, without limitation, powers:

    


    (a) to
      interpret the provisions of the Plan;

    


    (b) to
      establish and revise the method of accounting for the Plan and to maintain
      the
      Accounts; and

    


    (c) to
      establish rules for the administration of the Plan and to prescribe any forms
      required to administer the Plan.

    


    5.2. Actions
      of the Committee. 
      The Committee (including any person or entity to whom the Committee has
      delegated duties, responsibilities or authority, to the extent of such
      delegation) has total and complete discretionary authority to determine
      conclusively for all parties all questions arising in the administration of
      the
      Plan, to interpret and construe the terms of the Plan, and to determine all
      questions of eligibility and status of employees, Participants and Beneficiaries
      under the Plan and their respective interests. Subject to the claims procedures
      of Article 9, all determinations, interpretations, rules and decisions of the
      Committee (including those made or established by any person or entity to whom
      the Committee has delegated duties, responsibilities or authority, if made
      or
      established pursuant to such delegation) are conclusive and binding upon all
      persons having or claiming to have any interest or right under the
      Plan.

     

    5.3. Delegation.
       The Committee, or any officer or other employee of the Corporation
      designated by the Committee, shall have the power to delegate specific duties
      and responsibilities to officers or other employees of the Corporation or other
      individuals or entities. Any delegation may be rescinded by the Committee at
      any
      time.  Each person or entity to whom a duty or responsibility has been
      delegated shall be responsible for the exercise of such duty or responsibility
      and shall not be responsible for any act or failure to act of any other person
      or entity.

    


    5.4. Expenses. 
      The expenses of administering the Plan shall be borne by the
      Corporation.

     

    5.5. Reports
      and Records. 
      The Committee, and those to whom the Committee has delegated duties under the
      Plan, shall keep records of all their proceedings and actions and shall maintain
      books of account, records, and other data as shall be necessary for the proper
      administration of the Plan and for compliance with applicable law.

     

    5.6. Valuation
      of Accounts and Account Statements. 
      As of each valuation date, the Committee shall adjust the previous Account
      balances of each Participant for Elective Deferrals, distributions, and
      investment gains and losses. A "valuation date," for these purposes, is the
      last
      day of each calendar quarter, and such other dates as the Committee may
      designate from time to time in its discretion. The Committee shall provide
      each
      Participant with a statement of his or her Account balances on a quarterly
      basis.

     

    5.7. Indemnification
      and Exculpation. 
      The agents, officers, directors, and employees of the Corporation and its
      Subsidiaries and the Committee shall be indemnified and held harmless by the
      Corporation against and from any and all loss, cost, liability, or expense
      that
      may be imposed upon or reasonably incurred by them in connection with or
      resulting from any claim, action, suit, or proceeding to which they may be
      a
      party or in which they may be involved by reason of any action taken or failure
      to act under the Plan and against and from any and all amounts paid by them
      in
      settlement (with the Corporation's written approval) or paid by them in
      satisfaction of a judgment in any such action, suit or proceeding. The foregoing
      provision shall not be applicable to any person if the loss, cost, liability,
      or
      expense is due to such person's gross negligence or willful
      misconduct.

     

    6. Beneficiary
      Designation

     

    6.1. Designation
      of Beneficiary. 
      Each Participant shall be entitled to designate a Beneficiary or Beneficiaries
      who, upon the Participant's death, will receive the amounts that otherwise
      would
      have been paid to the Participant under the Plan. All designations shall be
      signed by the Participant and shall be in a form prescribed by the Committee.
      The Participant may change his or her designation of Beneficiary at any time,
      on
      a form prescribed by the Committee. The filing of a new Beneficiary designation
      form by a Participant shall automatically revoke all prior designations by
      that
      Participant.

     

    6.2. Death
      of Beneficiary. 
      In the event that all the Beneficiaries named by a Participant pursuant to
      Section 6.1 predecease the Participant the amounts that would have been paid
      to
      the Participant under the Plan shall be paid to the Participant's
      estate.

     

    6.3. Ineffective
      Designation.
       In the event the Participant does not designate a Beneficiary, or for any
      reason such designation is ineffective in whole or in part, the ineffectively
      designated amounts shall be paid to the Participant's estate.

     

    7. Withholding
       

     

    The
      Corporation shall reduce the amount of any cash payment under the Plan and
      an
      Employer may reduce the amount of any other compensation payable to a
      Participant to the extent the Corporation or Employer deems appropriate for
      Federal, state or local tax withholding or other purposes required by law.
      The
      Corporation shall reduce the amount of any Stock payment under the Plan to
      the
      extent the Corporation deems appropriate for Federal, state or local tax
      withholding, based upon the supplemental wage withholding rate, or for other
      purposes required by law.

     

    8. Change
      in Control, Amendment, and Termination

     

    8.1. Change
      in Control.
      

     

    (a) Retention
      of Plan Benefits. 
A
      Participant shall retain rights to payment of all amounts credited to his or
      her
      Accounts under the Plan, including earnings pursuant to Section 4.3, in the
      event of a Change in Control.

     

    (b) Contributions
      to Trust. 
      Notwithstanding anything in Section 4.7 to the contrary, the Corporation shall
      be obligated not later than upon the occurrence of a Change in Control, to
      transfer assets to one or more irrevocable grantor trusts established by the
      Corporation in an amount at least sufficient to provide for the obligations
      of
      the Employers under the Plan as of the date of such transfer. The assets of
      any
      such trust shall at all times be subject to the claims of the general unsecured
      creditors of the Employers and not be subject to the prior claim of any
      Participant or Beneficiary under the Plan. Any such trust so established and
      the
      rights and obligations of any individual, the Employers, and the trustee in
      such
      trust shall be governed exclusively by such trust; provided that the provisions
      of the Plan shall govern exclusively the rights of a Participant or Beneficiary
      to benefits under the Plan

     

    8.2. Plan
      Amendment and Termination.
      The
      Board of Directors or the Committee has the authority to amend, modify, and/or
      terminate the Plan at any time. No amendment or termination of the Plan shall
      in
      any manner reduce the Account balance any Participant without the consent of
      the
      Participant (or if the Participant has died, his or her Beneficiary). Without
      limiting the foregoing, the Board of Directors may, in its sole discretion:
      (a)
      freeze the Plan by precluding any further Elective Deferrals and/or other
      credits, but otherwise maintain the balance of the provisions of the Plan;
      or
      (b) terminate the Plan in its entirety and distribute the Participant's Accounts
      at an earlier date and in a different form than otherwise provided under the
      Plan, provided that such termination and distribution comply with the
      requirements of Section 409A of the Code.

     

    9. Claims
      Procedure

     

    The
      Committee
      shall
      notify a Participant in writing within 90 days of the Participant's written
      application for benefits of the Participant's eligibility or non-eligibility
      for
      benefits under the Plan, provided, however, that benefit distribution shall
      not
      be contingent upon a Participant's application for benefits. If the Committee
      determines that a Participant is not eligible for benefits or full benefits, the
      notice shall set forth: (a) the specific reasons for such denial; (b) a specific
      reference to the provision of the Plan on which the denial is based; (c) a
      description of any additional information or material necessary for the
      Participant to perfect the claim, and a description of why it is needed; and
      (d)
      an explanation of the Plan's claims review procedure and other appropriate
      information as to the steps to be taken if the Participant wishes to have the
      claim reviewed. If the Committee determines that there are special circumstances
      requiring additional time to make a decision, the Committee shall notify the
      Participant of the special circumstances and the date by which a decision is
      expected to be made, and may extend the time for up to an additional 90-day
      period. If a Participant is determined by the Committee to be not eligible
      for
      benefits, or if a Participant believes that he or she is entitled to greater
      or
      different benefits, the Participant shall have the opportunity to have the
      Participant's claim reviewed by the Committee by filing a petition for review
      with the Committee within 60 days after receipt by the Participant of the notice
      issued by the Committee. The petition shall state the specific reasons the
      Participant believes the Participant is entitled to benefits or greater or
      different benefits. Within 60 days after receipt by the Committee of the
      petition, the Committee shall afford the Participant (and the Participant's
      counsel, if any) an opportunity to present the Participant's position to the
      Committee orally or in writing, and the Participant (or counsel) shall have
      the
      right to review the pertinent documents, and the Committee shall notify the
      Participant of its decision in writing within the 60-day period, stating
      specifically the basis of the decision written in a manner calculated to be
      understood by the Participant and the specific provisions of the Plan on which
      the decision is based. If, because of the need for a hearing, the 60-day period
      is not sufficient, the decision may be deferred for up to another 60-day period
      at the election of the Committee, but notice of this deferral shall be given
      to
      the Participant. If
      a
      Participant does not appeal on time, the Participant will lose the right to
      appeal the denial and the right to file suit under ERISA, and the Participant
      will have failed to exhaust the Plan's internal administrative appeal process,
      which is generally a prerequisite to bringing suit. In the event an appeal
      of a
      denial of a claim for benefits is denied, any lawsuit to challenge the denial
      of
      such claim must be brought within one year of the date the Committee has
      rendered a final decision on the appeal.

     

    10. Miscellaneous

     

    10.1. Unfunded
      Plan. 
      The Plan is intended to be an unfunded plan maintained primarily to provide
      deferred compensation benefits for "a select group of management or highly
      compensated employees" within the meaning of Sections 201(2), 301(a)(3) and
      401(a)(1) of
      ERISA,
      and therefore is further intended to be exempt from the provisions of Parts
      2,
      3, and 4 of Title I of ERISA.

     

    10.2. Nontransferability. 
      No benefit payable at any time under the Plan will be subject in any manner
      to
      alienation, sale, transfer, assignment, pledge, levy, attachment, or encumbrance
      of any kind, except with respect to a domestic relations order that the
      Committee determines to be a Qualified Domestic Relations Order.

     

    10.3. Successors. 
      All obligations of the Corporation under the Plan shall be binding upon and
      inure to the benefit of any successor to the Corporation, whether the existence
      of such successor is the result of a direct or indirect purchase, merger,
      consolidation, or otherwise, of all or substantially all of the business and/or
      assets of the Corporation.

     

    10.4. Severability. 
      In the event any provision of the Plan shall be held illegal or invalid for
      any
      reason, the illegality or invalidity shall not affect the remaining parts of
      the
      Plan, and the Plan shall be construed and enforced as if the illegal or invalid
      provision had not been included. The Plan is intended to comply in form and
      operation with Section 409A of the Code, and shall be construed accordingly.
      If
      any provision of the Plan does not conform to the requirements of Section 409A,
      such that the inclusion of the provision would result in loss of the Plan's
      intended tax deferral, the Plan shall be construed and enforced as if such
      provision had not been included. 

     

    10.5. Applicable
      Law. 
      To the extent not preempted by Federal law, the Plan shall be governed and
      construed in accordance with the laws of the state of Iowa.

     

    10.6. No
      Other Agreements.
      The
      terms and conditions set forth herein, together with the Deferral Election
      Agreements entered into by Participants, constitute the entire understanding
      of
      the Corporation and any Employer and the Participants with respect to the
      matters addressed herein.

     

    10.7. Incapacity. 
      In the event that any Participant or Beneficiary is unable to care for his
      or
      her affairs because of illness or accident, any payment due may be paid to
      the
      Participant's or Beneficiary's spouse, parent, brother, sister or other person
      deemed by the Committee to have incurred expenses for the care of such
      Participant or Beneficiary, unless a duly qualified guardian or other legal
      representative has been appointed.

     

    10.8. Counterparts.
      This
      Plan may be executed in any number of counterparts, each of which when duly
      executed by the Corporation shall be deemed to be an original, but all of which
      shall together constitute but one instrument, which may be evidenced by any
      counterpart.

     

    10.9. Electronic
      Media.
      Notwithstanding anything in the Plan to the contrary, but subject to the
      requirements of ERISA, the Code, or other applicable law, any action or
      communication otherwise required to be taken or made in writing by a Participant
      or Beneficiary or by the Corporation, an Employer or the Committee shall be
      effective if accomplished by another method or methods required or made
      available by the Corporation or Committee, or their agent, with respect to
      that
      action or communication, including e-mail, telephone response systems, intranet
      systems, or the Internet.

    


    10.10. Administratively
      Reasonable . 
A
      payment under the Plan will be deemed to be made as soon as administratively
      reasonable after a date if it is made within the same calendar year as such
      date, or, if later, by the 15th
      day of
      the third calendar month following such date.

    


    10.11. Release. 
      Any payment of benefits to or for the benefit of a Participant or a
      Participant's Beneficiaries that is made in good faith by the Corporation in
      accordance with the Corporation's interpretation of its obligations hereunder,
      shall be in full satisfaction of all claims against the Corporation for benefits
      under the Plan to the extent of such payment.

     

    10.12. Notices. 
      Any notice permitted or required under the Plan shall be in writing and shall
      be
      hand-delivered or sent, postage prepaid, by first class mail, or by certified
      or
      registered mail with return receipt requested, to the Committee, if to the
      Corporation, or to the address last shown on the records of the Corporation,
      if
      to a Participant or Beneficiary. Any such notice shall be effective as of the
      date of hand-delivery or mailing.

     

    (The
      Plan, as restated hereinabove, was adopted by the Board on August 8,
      2006.)