ex10_04.htm


    
      

    

    Exhibit
10.04

    


    AllianceBernstein
l.p.

    Financial
Advisor Wealth Accumulation Plan

     

    Effective
August 1, 2005

     

    As
Amended and Restated as of December 5, 2008

     

    
      
        
          
          

        

        
           


          
            

          

        

        
          
          

        

      

    

    


    TABLE OF
CONTENTS

     

    
      
        
          
            
              	 
      	 
      	
                      Page

                    
	 
      	 
      	 
      
	
                      Section
      1.

                    	
                      PURPOSE.

                    	
                      1

                    
	 
      	 
      	 
      
	
                      Section
      2.

                    	
                      DEFINITIONS.

                    	
                      1

                    
	 
      	 
      	 
      
	
                      Section
      3.

                    	
                      AWARD.

                    	
                      4

                    
	 
      	 
      	 
      
	
                      Section
      4.

                    	
                      VESTING.

                    	
                      4

                    
	 
      	 
      	 
      
	
                      Section
      5.

                    	
                      MEASUREMENT
      OF EARNINGS.

                    	
                      4

                    
	 
      	 
      	 
      
	
                      Section
      6.

                    	
                      DISTRIBUTION
      OF INCENTIVE BENEFIT.

                    	
                      6

                    
	 
      	 
      	 
      
	
                      Section
      7.

                    	
                      CLAIMS
      PROCEDURES.

                    	
                      8

                    
	 
      	 
      	 
      
	
                      Section
      8.

                    	
                      NO
      FUNDING OBLIGATION.

                    	
                      10

                    
	 
      	 
      	 
      
	
                      Section
      9.

                    	
                      NON-TRANSFERABILITY
      OF RIGHTS UNDER THE PLAN.

                    	
                      10

                    
	 
      	 
      	 
      
	
                      Section
      10.

                    	
                      MINORS
      AND INCOMPETENTS.

                    	
                      10

                    
	 
      	 
      	 
      
	
                      Section
      11.

                    	
                      WITHHOLDING
      TAXES.

                    	
                      11

                    
	 
      	 
      	 
      
	
                      Section
      12.

                    	
                      ASSIGNMENT.

                    	
                      11

                    
	 
      	 
      	 
      
	
                      Section
      13.

                    	
                      LIMITATION
      OF RIGHTS.

                    	
                      11

                    
	 
      	 
      	 
      
	
                      Section
      14.

                    	
                      ADMINISTRATION.

                    	
                      11

                    
	 
      	 
      	 
      
	
                      Section
      15.

                    	
                      AMENDMENT
      OR TERMINATION OF PLAN.

                    	
                      12

                    
	 
      	 
      	 
      
	
                      Section
      16.

                    	
                      SEVERABILITY
      OF PROVISIONS.

                    	
                      13

                    
	 
      	 
      	 
      
	
                      Section
      17.

                    	
                      ENTIRE
      AGREEMENT.

                    	
                      13

                    
	 
      	 
      	 
      
	
                      Section
      18.

                    	
                      HEADINGS
      AND CAPTIONS.

                    	
                      13

                    
	 
      	 
      	 
      
	
                      Section
      19.

                    	
                      NON-EMPLOYMENT.

                    	
                      13

                    
	 
      	 
      	 
      
	
                      Section
      20.

                    	
                      PAYMENT
      NOT SALARY.

                    	
                      13

                    
	 
      	 
      	 
      
	
                      Section
      21.

                    	
                      GENDER
      AND NUMBER.

                    	
                      13

                    
	 
      	 
      	 
      
	
                      Section
      22.

                    	
                      CONTROLLING
      LAW.

                    	
                      13

                    


            

          

        

      

    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    


    AllianceBernstein
L.P.

    Financial
Advisor Wealth Accumulation Plan

    


    Effective
August 1, 2005

     

    As
Amended and Restated as of December 5, 2008

     

    


    
      	
              Section
      1.

            	
              PURPOSE.

            


    

     

    1.1           Purpose. AllianceBernstein Holding
L.P. (together with any successor to all or substantially all of its business
and assets, “Holding”)
and its affiliate, AllianceBernstein L.P. (together with any successor to all or
substantially all of its business and assets, “Company”) have established
this AllianceBernstein L.P. Financial Advisor Wealth Accumulation Plan to create
a compensation program to attract and retain eligible employees expected to make
a significant contribution to the future growth and success of Bernstein Global
Wealth Management, a unit of the Company.  The Plan was established
effective August 1, 2005 and is hereby amended and restated to reflect prior
amendments and certain administrative changes effective as of December 5,
2008.

     

    1.2           Compliance
With Section 409A.  The Plan is intended to conform to the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended,
and any regulations and guidance promulgated thereunder (“Section
409A”).  Any deferral or payment hereunder is subject to the terms of
the Plan and compliance with Section 409A, as interpreted by the Committee in
its sole discretion.  Although none of the Company, the Committee,
their affiliates, and their agents make any guarantee with respect to the
treatment of payments under this Plan and shall not be responsible in any event
with regard to the Plan’s compliance with Section 409A, the payments contained
herein are intended to be exempt from Section 409A or otherwise comply with the
requirements of Section 409A, and all provisions of the Plan shall be limited,
construed and interpreted in accordance with the foregoing.  None of
the Company, the Committee, any of their affiliates, and any of their agents
shall have any liability to any Participant or Beneficiary as a result of any
tax, interest, penalty or other payment or damages required to be paid or due
pursuant to, or because of a violation of, Section 409A.

     

    
      	
              Section
      2.

            	
              DEFINITIONS.

            


    

     

    Unless
the context requires otherwise, the following words, as used in the Plan, shall
have the meanings ascribed to each below:

     

    2.1           “Account” shall mean the book
entry-account which shall be credited with a Participant’s Incentive Award
pursuant to Section 3 herein and Earnings thereon.

     

    2.2           “Affiliate” shall mean any
entity affiliated with the Company within the meaning of Code Section 414(b)
with respect to a controlled group of corporations, Code Section 414(c) with
respect to trades or businesses under common control with the Company, Code
Section 414(m) with respect to affiliated service groups and any other
entity required to be aggregated with the Company under Code
Section 414(o).  No entity shall be treated as an Affiliate
for any period during which it is not part of the controlled group, under common
control or otherwise not required to be aggregated with the Company under Code
Section 414.


    
      
        
        

      

      
         


        
          

        

      

      
        
        

      

    


    2.3           “Available Fund” means any
money-market, debt or equity fund or pooled investment vehicle sponsored by the
Company or its Affiliate or other fund or security that is designated by the
Committee from time to time as an Available Fund.

     

    2.4           “Award Agreement” shall mean an
agreement entered into between a Participant and the Company which specifies the
terms of the Participant’s Incentive Compensation, including the amount of such
Incentive Award, the Elective Distribution Date and the Elective Distribution
Form.  An Award Agreement shall contain such provisions, consistent
with the provisions of the Plan, as may be established from time to time by the
Committee.  An Award Agreement may, to the extent permitted by the
Committee and by applicable law, be made by paper or electronic
means.

     

    2.5           “Beneficiary” shall mean the
person or trust designated by the Participant to receive benefits payable under
this Plan in the event of the Participant’s death.  If no Beneficiary
is designated, then the Participant’s Beneficiary shall be his
estate.  Upon the acceptance by the Committee of a new Beneficiary
designation, all Beneficiary designations previously filed shall be
canceled.  A Participant’s designation of a Beneficiary (or any
election to revoke or change a prior Beneficiary designation) must be made and
filed with the Committee, in writing, on such form(s) and in such manner
prescribed by the Committee.  The Committee shall be entitled to rely
on the last Beneficiary designation filed by the Participant and accepted by the
Committee prior to his death.

     

    2.6           “Board” shall mean the
Compensation Committee of the Board of Directors of AllianceBernstein
Corporation or a duly authorized committee thereof.

     

    2.7           “Code” shall mean the Internal
Revenue Code of 1986, as amended and as hereafter amended from time to time, and
any regulations promulgated thereunder.

     

    2.8           “Committee” shall mean the
committee or committees of management designated by the Board to administer the
Plan or a designee of any such committee or committees.

     

    2.9           “Company” shall mean
AllianceBernstein L.P. and any successor entity by merger, consolidation or
transfer of all or substantially all of its assets.

     

    2.10          “Disabled” shall mean that a
Participant is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, as determined by the carrier of the long-term
disability insurance program maintained by the Company or its Affiliate that
covers the Participant, or such other person or entity designated by the
Committee in its sole discretion.

     

    2.11          “Earnings” shall mean earnings
and/or losses on amounts credited to an Account in accordance with Section 5
hereof.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    2.12          “Elective Distribution Date” shall mean,
as elected by the Participant:

     

    
      	
               
      

            	
              (a)

            	
              The
      Participant’s Separation from Service or, with respect to each Participant
      who is a Key Employee, six (6) months following his Separation from
      Service, as defined under Section 409A;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Subject
      to the requirements of Section 409A, a date elected by the Participant
      within a period permitted by the Committee as set forth in the
      Administrative Guidelines for the
Plan.

            


    

     

    2.13          “Elective Distribution Form”
means either a lump sum or substantially equal annual installments over a period
permitted by the Committee.

     

    2.14          “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended.

     

    2.15          “Holding Units” mean units
representing assignments of beneficial ownership of limited partnership
interests in Holding.

     

    2.16          “Incentive Award” shall mean
the amount credited to a Participant’s Account pursuant to Section
3.

     

    2.17          “Incentive Benefit” shall mean
the vested benefit payable under the Plan, which shall be payable in accordance
with Section 6 hereof.

     

    2.18          “Key Employee” shall mean a
“specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code
(or any successor provision).

     

    2.19          “Participant” shall mean a
financial advisor employed by the Company or its Affiliates who is designated as
eligible to participate in this Plan by the Board, or if authorized by the
Board, the Chief Executive Officer of the Company, and who enters into an Award
Agreement with the Company.  Notwithstanding any other provision to
the contrary, a financial advisor who is designated as being eligible to
participate in the Plan must enter into an Award Agreement within thirty (30)
days of such designation.  If such financial advisor does not enter
into an Award Agreement within thirty (30) days of being designated as eligible
to participate in the Plan, such financial advisor shall not be eligible to
become a Participant until the first day of the following Plan Year provided
that such Award Agreement is entered into before the first day of such Plan Year
and the Participant’s eligibility to participate in the Plan has not been
rescinded.

     

    2.20          “Plan” shall mean the
AllianceBernstein L.P. Financial Advisor Wealth Accumulation Plan, as amended
from time to time.

     

    2.21          “Plan Year” shall mean the
calendar year.

     

    2.22          “Section 409A” shall mean Code
Section 409A and any regulations and guidance promulgated
thereunder.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    2.23          “Separation from Service” shall
mean separation from the employment of the Company and its Affiliates for any
reason, including, but not limited to, retirement, death, resignation,
dismissal, or the cessation of an entity as an Affiliate.  In the
event that all or substantially all of the assets of the Company or an Affiliate
are sold or transferred, any Participant who in connection with, or as a result
of, such sale becomes employed by the acquirer of such assets shall not be
deemed to have incurred a Separation from Service unless and until the earlier
of (i) the individual is no longer employed by such acquirer or any entity
thereafter acquiring the aforesaid assets or (ii) the Committee determines,
in its sole discretion, that such individual has incurred a Separation from
Service and when such Separation from Service is deemed to have
occurred.  For purposes of the foregoing sentence, and only for such
purposes, a sale or transfer of stock of the Company or Affiliate shall be
deemed to be a sale or transfer of “assets.”

     

    Notwithstanding
the foregoing, a Participant shall not be considered to have had a Separation
from Service if, for purposes of Section 409A, the Participant would not be
considered to have had a “separation from service.”

     

    
      	
              Section
      3.

            	
              AWARD.

            


    

     

    The
Company shall make a book entry contribution to the Account of a Participant in
an amount equal to the amount of the Participant’s Incentive Award as designated
in the Participant’s Award Agreement.  The Participant’s Award
Agreement shall evidence the Participant’s agreement to the terms of the
Plan.

     

    
      	
              Section
      4.

            	
              VESTING.

            


    

     

    A
Participant’s Account will vest or be forfeited in accordance with the terms and
conditions set forth in the Award Agreement.

     

    
      	
              Section
      5.

            	
              MEASUREMENT OF
      EARNINGS.

            


    

     

    5.1           Election
between Notional Investments.  Each Participant shall
designate, in accordance with deadlines and procedures established from time to
time by the Committee, in his Award Agreement, that percentage of such
Participant’s Incentive Award which shall be treated for purposes of the Plan as
notionally invested in (i) Holding Units or (ii) each of the Available Funds;
provided, that the Committee may establish a minimum percentage of each
Incentive Award that must be notionally invested in the Holding Units and a
maximum percentage of each Incentive Award that may be notionally invested in
Holding Units.  No more than fifty percent (50%) of a Participant’s
Incentive Award may be notionally invested in Holding
Units.  Following the Participant’s election between Holding Units and
Available Funds, the Participant shall not be permitted to elect to change the
percentage of his or her Incentive Award that may be notionally invested in
Holding Units.

     

    The
Participant’s Account shall be treated as notionally invested in the Available
Funds or Holding Units (in accordance with the Participant’s election) as of a
date as determined by the Committee (the “Earnings Date”) which shall be no
later than thirty days after the effective date of the Participant’s Award
Agreement (the “Effective Date”), in the proportions set forth in the
Participant’s Investment Election Form.  Notwithstanding the
foregoing, varying arrangements with respect to the crediting of earnings in
such notional investments may be made in connection with special programs as
determined by the Committee in its sole discretion.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    5.2           Notional
Investment in Available Funds.  After the Earnings Date, the
portion of a Participant’s Account that is invested in Available Funds will be
credited or debited, as applicable, with notional investment earnings, gains and
losses, as though the amounts in such Account had been actually invested in the
Available Funds in the proportions reflected in the Account.  The
Committee in its sole discretion may permit each Participant to reallocate
notional investments in each Account among the various Available Funds, subject
to, without limitation, restrictions as to the frequency with which such
reallocations may be made.  As soon as reasonably practicable after
the end of each calendar year, a statement shall be provided to each such
Participant indicating the current balance in each Account maintained for the
Participant as of the end of the calendar year, and the amounts in such Account
notionally allocated to each of the Available Funds.

     

    5.3           Special
Rules Applicable to Notional Investments in Holding Units.

     

    
      	
               
      

            	
              (a)

            	
              Recapitalization.  In
      the event that the Committee determines that any distribution (whether in
      the form of cash, limited partnership interests, other securities, or
      other property), recapitalization (including, without limitation, any
      subdivision or combination of limited partnership interests),
      reorganization, consolidation, combination, repurchase, or exchange of
      limited partnership interests or other securities of Holding, issuance of
      warrants or other rights to purchase limited partnership interests or
      other securities of Holding, any incorporation of Holding, or other
      similar transaction or event affects the Holding Units such that an
      adjustment is determined by the Committee to be appropriate in order to
      prevent dilution or enlargement of the benefits or potential benefits
      intended to be made available under the Plan, then the Committee may, if
      so authorized by the Board, in such manner as it may deem equitable,
      adjust the number of Holding Units held in Participant’s
      Account.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Deferral
      of Holding Units.  Any Holding Units with respect to
      which a Participant has elected to notionally invest his or her Account
      shall be posted to the Participant’s Account.  Whenever
      quarterly or special distribution are paid with respect to Holding Units,
      an amount equal to the amount of such distribution per Holding Unit shall
      be deemed credited to the Participant’s Account with respect to each
      Holding Unit credited to the Participant’s Account and converted into
      additional Holding Units at such intervals as may be established by the
      Committee in such manner as determined by the Committee, but in any event
      no less frequently than annually, based on the fair market value of a
      Holding Unit on the date of such conversion, as determined by the
      Committee, in its sole discretion.  In no event shall any
      distributions be paid, or any Holding Units converted pursuant to this
      subsection be distributed, to the Participant before the date that the
      Participant’s Incentive Benefits are paid pursuant to Section 6
      hereof.

            


    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	
              Section
      6.

            	
              DISTRIBUTION OF
      INCENTIVE BENEFIT.

            


    

     

    6.1           Incentive
Benefits.  Subject to Sections 6.2, 6.3 and 6.4 below and the
remainder of this Section 6.1, a Participant’s vested Incentive Benefits shall
be paid to the Participant in installments as vesting occurs.  Each
installment shall consist of the vested portion of the Participant’s Incentive
Benefits not previously paid and be paid on or within seventy (70) days
following each date on which the Participant becomes vested in a portion of his
Incentive Benefits in accordance with the Plan and the Participant’s Award
Agreement; provided that in no event shall the first payment of the
Participant’s Incentive Benefit be made before the third anniversary of the
Effective Date.  Notwithstanding anything herein to the contrary,
including Section 6.3 hereof, the Committee in its sole discretion may elect to
modify the payment provisions described herein, subject to the requirements of
Section 409A and the applicable transition rules.

     

    6.2           Initial
Election of Elective Distribution Date.  If permitted by the
Committee, in its sole discretion, and subject to Section 409A, a Participant
may elect an Elective Distribution Date upon which to commence receiving his
Incentive Benefits and an Elective Distribution Form in which to receive his
Incentive Benefits; provided, however, that any such election to defer payment
of all or a portion of a Participant’s Incentive Award shall be made by the
Participant in accordance with Section 409A and rules of the Committee as in
effect from time to time.  If a Participant makes an election pursuant
to this Section 6.2, the payment of the Incentive Benefits to the Participant
shall commence within seventy (70) days following the Participant’s Elective
Distribution Date, if elected and in the Elective Distribution Form, if
elected.

     

    6.3           Changes
to Elective Distribution Date and/or Elective Distribution Form. Subject to any limitations
imposed by Section 409A, if permitted by the Committee, in its sole discretion,
a Participant may change his election regarding the Elective Distribution Date
on which his Incentive Benefit will commence to be paid and/or his Elective
Distribution Form in accordance with the following requirements to the extent
imposed by Section 409A:

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to subsections (b) and (c) of this Section, such election may not take
      effect until the twelve (12) month anniversary of the date the election is
      made and filed with the Committee (or a designee of the
      Committee);

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      connection with an election made by a Participant pursuant to this Section
      6.3, the Participant must elect a new Elective Distribution Date that is
      no earlier than the five year anniversary of the Participant’s previous
      Elective Distribution Date (regardless of whether the Participant’s new
      election was solely to change his Elective Distribution Form);
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Any
      election related to a payment of Incentive Benefits at an Elective
      Distribution Date described in Section 2.12(b) shall not be effective
      unless made at least twelve (12) months prior to the Elective Distribution
      Date that such election is changing (regardless if the new election merely
      changes the Elective Distribution
Form).

            


    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    6.4           Death.  Notwithstanding
any provision of the Plan to the contrary, if a Participant dies prior to
receiving all of his Incentive Benefits, all unvested benefits will vest and the
unpaid portion of such vested Incentive Benefits shall be paid to the
Participant’s Beneficiary in the form of a lump sum distribution in the calendar
year during which the 180th day
anniversary of the death occurs.

     

    6.5           Disability.  Notwithstanding
any provision of the Plan to the contrary, if a Participant incurs a Disability
prior to receiving all of his Incentive Benefits, all unvested benefits will
immediately become vested.  The unpaid portion of such vested
Incentive Benefits shall be paid to the Participant in the form of a lump sum
distribution on or within ninety (90) days following the Participant’s
Disability; provided, however, that in the event that a Participant incurs a
Disability on or after January 1, 2009, payment will be made in accordance with
such Participant’s Elective Distribution Date, if elected, in the form of a lump
sum distribution.  Such an election may be made with regard to awards
granted on or after January 1, 2009, and pursuant to transition guidance issued
by the Internal Revenue Service in connection with Section 409A, including
Internal Revenue Service Notice 2007-86, with regard to awards granted prior to
such date.

     

    6.6           Severe
Financial Hardship Withdrawals.

     

    
      	
               
      

            	
              (a)

            	
              Upon
      the request of a Participant, the Committee, in its sole discretion, may
      approve, due to the Participant’s “Unforeseeable Emergency,” an immediate
      lump sum distribution to the Participant of all or a portion of a
      Participant’s unpaid vested Incentive Benefits.  For the
      purposes of this Section 6.6, an “Unforeseeable Emergency” means a severe
      financial hardship to a Participant or former Participant within the
      meaning of Section 409A resulting from (i) an illness or accident of the
      Participant, former Participant or spouse, or a dependent (as defined in
      Code Section 152 (without regard to Sections 152(b)(1), (b)(2), and
      (d)(1)(B)) of the Participant or former Participant, (ii) loss of property
      of the Participant or former Participant due to casualty or (iii) other
      similar extraordinary and unforeseeable circumstances arising as a result
      of events beyond the control of the Participant or former Participant, all
      as determined in the sole discretion of the
  Committee.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      amount to be paid pursuant to Section 6.6(a) of the Plan shall not exceed
      the amount necessary to satisfy the applicable Unforeseeable Emergency
      plus amounts necessary to pay taxes reasonably anticipated as a result of
      the payment, after taking into account the extent to which such hardship
      is or may be relieved through reimbursement or compensation by insurance
      or otherwise or by liquidation of the Participant’s assets (to the extent
      such assets would not itself cause severe
  hardship).

            


    

     

    6.7           Form of
Payment.  Any payment of Incentive Benefits to the Participant
(or in the event of his or her death, to the Participant’s Beneficiary) shall
consist of (i) cash equal to the fair market value of the interest of the
Participant’s Account in the Available Funds and (ii) Holding Units equal to the
number of Holding Units notionally credited to the Participant’s
Account.  The number of fractional Holding Units shall be aggregated
to create a whole number of Holding Units, which shall be distributed in the
form of Holding Units.  Notwithstanding the foregoing, cash shall be
distributed in lieu of the excess number of fractional Holding
Units.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    
      	
              Section
      7.

            	
              CLAIMS
      PROCEDURES.

            


    

     

    7.1           Initial
Claim.

     

    
      	
               
      

            	
              (a)

            	
              Any
      claim by any employee, Participant or Beneficiary (“Claimant”) with
      respect to eligibility, participation, vesting, contributions, benefits or
      other aspects of the operation of the Plan shall be made in writing to the
      Committee.  The Committee shall provide the Claimant with the
      necessary forms and make all determinations as to the right of any person
      to a disputed benefit.  If a Claimant is denied benefits under
      the Plan, the Committee or its designee shall give written or electronic
      notice to the Claimant of the denial of the claim within ninety (90) days
      after the Committee or its designee receives the claim, provided that in
      the event of special circumstances such period may be
      extended.

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      the event of special circumstances, the ninety (90) day period may be
      extended for a period of up to ninety (90) days (for a total of one
      hundred eighty (180) days).  If the initial ninety (90) day
      period is extended, the Committee or its designee shall give written
      notice to the Claimant within ninety (90) days of receipt of the
      claim.  The notice of extension shall indicate the special
      circumstances requiring the extension of time and provide the date by
      which the Committee expects to make a determination with respect to the
      claim.  If the extension is required due to the Claimant’s
      failure to submit information necessary to decide the claim, the period
      for making the determination shall be tolled from the date on which the
      extension notice is sent to the Claimant until the earlier of (i) the
      date on which the Claimant responds to the Committee’s request for
      information, or (ii) expiration of the forty-five (45) day period
      commencing on the date that the Claimant is notified that the requested
      additional information must be
provided.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      notice of the denial of a claim is not furnished within the required time
      period described herein, the claim shall be deemed denied as of the last
      day of such period.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      a claim is wholly or partially denied, the notice to the Claimant shall
      set forth:

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      specific reason or reasons for the
denial;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Specific
      reference to the pertinent Plan provisions upon which the denial is
      based;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              A
      description of any additional material or information necessary for the
      Claimant to complete the claim request and an explanation of why such
      material or information is
necessary;

            


    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (iv)

            	
              A
      description of the Plan’s review procedures and steps to be taken, as well
      as the applicable time limits if the Claimant wishes to submit the adverse
      determination for review; and

            


    

     

    
      	
               
      

            	
              (v)

            	
              A
      statement of the Claimant’s right to bring a civil action under Section
      502(a) of ERISA following an adverse benefit determination on
      review.

            


    

     

    7.2           Claim
Denial Review.

     

    
      	
               
      

            	
              (a)

            	
              If
      a claim has been wholly or partially denied, the Claimant may submit the
      claim for review by the Committee.  Any request for review of a
      claim must be made in writing to the Committee no later than sixty (60)
      days after the Claimant receives notification of denial or, if no
      notification was provided, the date the claim is deemed
      denied.  The Claimant or his duly authorized representative
      may:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Upon
      written request and free of charge, be provided with reasonable access to,
      and copies of, relevant documents, records, and other information relevant
      to the Claimant’s claim; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Submit
      written comments, documents, records, and other information relating to
      the claim.  The review of the claim determination shall take
      into account all comments, documents, records, and other information
      submitted by the Claimant relating to the claim, without regard to whether
      such information was submitted or considered in the initial claim
      determination.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      decision of the Committee upon review shall be made within sixty
      (60) days after receipt of the Claimant’s request for review, unless
      special circumstances (including, without limitation, the need to hold a
      hearing) require an extension.  In the event of special
      circumstances, the sixty (60) day period may be extended by the Committee
      in its sole discretion for a period of up to one hundred twenty (120)
      days.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      notice of the decision upon review is not furnished within the required
      time period described herein, the claim on review shall be deemed denied
      as of the last day of such period.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Committee, in its sole discretion, may hold a hearing regarding the claim
      and request that the Claimant attend.  If a hearing is held, the
      Claimant shall be entitled to be represented by
  counsel.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Committee’s decision upon review on the Claimant’s claim shall be
      communicated in writing or electronically to the Claimant.  If
      the claim upon review is denied, the notice to the Claimant shall set
      forth:

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      specific reason or reasons for the decision, with references to the
      specific Plan provisions on which the determination is
    based;

            


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    
      	
               
      

            	
              (ii)

            	
              A
      statement that the Claimant is entitled to receive, upon request and free
      of charge, reasonable access to, and copies of, all documents, records and
      other information relevant to the claim;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              A
      statement of the Claimant’s right to bring a civil action under
      Section 502(a) of ERISA.

            


    

     

    7.3           Discretion.  All
interpretations, determinations and decisions of the Committee with respect to
any claim, including without limitation the appeal of any claim, shall be made
by the Committee, in its sole discretion, based on the Plan and comments,
documents, records, and other information presented to it, and shall be final,
conclusive and binding.

     

    7.4           Regulation
§ 2560.503-1.  The claims procedures set forth in this
Section 7 are intended to comply with United States Department of Labor
Regulation § 2560.503-1 and should be construed in accordance with such
regulation.  In no event shall it be interpreted as expanding the
rights of Claimants beyond what is required by United States Department of Labor
Regulation § 2560.503-1.

     

    
      	
              Section
      8.

            	
              NO FUNDING
      OBLIGATION.

            


    

     

    The Plan
shall not be construed to require the Company to fund any of the benefits
payable under the Plan or to set aside or earmark any monies or other assets
specifically for payments under the Plan.  The Plan is “unfunded” and
Incentive Benefits shall be paid by the Company out of its general
assets.  Participants and their Beneficiaries shall not have any
interest in any specific asset of the Company as a result of this
Plan.  Nothing contained in this Plan and no action taken pursuant to
the provisions of this Plan shall create or be construed to create a trust of
any kind, or a fiduciary relationship amongst the Company, the Committee, and
the Participants, their Beneficiaries or any other person.  Any funds
which may be invested under the provisions of this Plan shall continue for all
purposes to be part of the general funds of the Company and no person other than
the Company shall by virtue of the provisions of this Plan have any interest in
such funds.  To the extent that any person acquires a right to receive
payments from the Company under this Plan, such right shall be no greater than
the right of any unsecured general creditor of the Company.  The
Company may, in its sole discretion, establish a “rabbi trust” to pay Incentive
Benefits hereunder.  If the Company decides to establish any accrued
reserve on its books against the future expense of benefits payable hereunder,
or if the Company establishes a rabbi trust under this Plan, such reserve or
trust shall not under any circumstances be deemed to be an asset of the Plan,
the Participants or their Beneficiaries.

     

    
      	
              Section
      9.

            	
              NON-TRANSFERABILITY OF
      RIGHTS UNDER THE PLAN.

            


    

     

    The
benefits payable or other rights under the Plan shall not be subject to
alienation, transfer, assignment, garnishment, execution, or levy of any kind,
and any attempt to be so subjected shall not be recognized.

     

    
      	
              Section
      10.

            	
              MINORS AND
      INCOMPETENTS.

            


    

     

    In the
event that the Committee finds that a Participant is unable to care for his
affairs because of illness or accident, including as a result of a Disability,
then Incentive Benefits, unless claim has been made therefor by a duly appointed
guardian, committee, or other legal representative, may be paid in such manner
as the Committee in its sole and absolute discretion shall determine, and the
application thereof shall be a complete discharge of all liability for any
payments or benefits to which such Participant was or would have been otherwise
entitled under the Plan.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Any
payments to a minor from this Plan may be paid by the Committee in its sole and
absolute discretion (a) directly to such minor; (b) to the legal or
natural guardian of such minor; or (c) to any other person, whether or not
appointed guardian of the minor, who shall have the care and custody of such
minor.  The receipt by such individual shall be a complete discharge
of all liability under the Plan therefor.

     

    
      	
              Section
      11.

            	
              WITHHOLDING
      TAXES.

            


    

     

    The
Company shall have the right to make such provisions as it deems necessary or
appropriate to satisfy any obligations it may have to withhold federal
(including without limitation, employment taxes imposed by the Federal Insurance
Contributions Act), state or local income or other taxes incurred by reason
of payments pursuant to the Plan.  In lieu thereof, the Company shall
have the right to withhold the amount of such taxes from any other sums due or
to become due from the Company to the Participant upon such terms and conditions
as the Company may prescribe.

     

    
      	
              Section
      12.

            	
              ASSIGNMENT.

            


    

     

    Subject
to Section 9 of the Plan, the Plan shall be binding upon and inure to the
benefit of the Company, its successors and assigns and the Participants and
their heirs, executors, administrators and legal representatives.  In
the event that the Company sells all or substantially all of the assets of its
business and the acquiror of such assets assumes the obligations hereunder, the
Company shall be released from any liability imposed herein and shall have no
obligation to provide any benefits payable hereunder.

     

    
      	
              Section
      13.

            	
              LIMITATION OF
      RIGHTS.

            


    

     

    Nothing
contained herein shall be construed as conferring upon any individual the right
to continue in the employ of the Company or its Affiliates as an executive or in
any other capacity or to interfere with the right of the Company or its
Affiliate to discharge him at any time for any reason whatsoever.

     

    
      	
              Section
      14.

            	
              ADMINISTRATION.

            


    

     

    On behalf
of the Company, the Plan shall be administered by the Board or, to the extent
specifically delegated by the Board and permitted under the terms of the Plan,
the Plan shall be administered  by the Committee.  The
Committee may, to the extent specifically permitted under the terms of the Plan,
delegate its authority to administer the Plan to a designee of the Committee;
provided that, if any
authority to administer the Plan is delegated by the Board, such administration
shall be subject to the oversight of the Board, and if any authority to
administer the Plan is delegated by the Committee, such administration shall be
subject to the oversight of the Committee.  The Committee (or its
designee) shall have the exclusive right, power, and authority, in its sole and
absolute discretion, to administer, apply and interpret the Plan and any other
Plan documents and to decide all matters arising in connection with the
operation or administration of the Plan.  Without limiting the
generality of the foregoing, the Committee shall have the sole and absolute
discretionary authority:  (a) to take all actions and make all
decisions with respect to the eligibility for, and the amount of, benefits
payable under the Plan; (b) to formulate, interpret and apply rules,
regulations and policies necessary to administer the Plan in accordance with its
terms; (c) to decide questions, including legal or factual questions,
relating to the calculation and payment of benefits under the Plan; (d) to
resolve and/or clarify any ambiguities, inconsistencies and omissions arising
under the Plan or other Plan documents; and (e) to process and approve or
deny benefit claims and rule on any benefit exclusions.  In the event
of a scrivener’s error that renders a Plan term inconsistent with the Company’s
intent, the Company’s intent controls, and any inconsistent Plan term is made
expressly subject to this requirement.  All determinations made by the
Committee (or any designee) with respect to any matter arising under the Plan
and any other Plan documents including, without limitation, any question
concerning eligibility and the interpretation and administration of the Plan
shall be final, binding and conclusive on all parties.  To the extent
that a form prescribed by the Committee to be used in the operation and
administration of the Plan does not conflict with the terms and provisions of
the Plan document, such form shall be evidence of (i) the Committee’s
interpretation, construction and administration of this Plan and
(ii) decisions or rules made by the Committee pursuant to the authority
granted to the Committee under the Plan.


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    Decisions
of the Committee shall be made by a majority of its members attending a meeting
at which a quorum is present (which meeting may be held telephonically), or by
unanimous written action in accordance with applicable law.

     

    No member
of the Committee and no officer, director or employee of the Company or any
other Affiliate shall be liable for any action or inaction with respect to his
functions under the Plan unless such action or inaction is adjudged to be due to
fraud.  Further, no such person shall be personally liable merely by
virtue of any instrument executed by him or on his behalf in connection with the
Plan.

     

    The
Company shall indemnify, to the fullest extent permitted by law and its
governing documents (but only to the extent not covered by insurance maintained
by the Company directly covering the individuals) its officers and directors
(and any employee involved in carrying out the functions of the Company under
the Plan) and each member of the Committee against any expenses, including
amounts paid in settlement of a liability, which are reasonably incurred in
connection with any legal action to which such person is a party by reason of
his duties or responsibilities with respect to the Plan (other than as a
Participant), except with regard to matters as to which he or she shall be
adjudged in such action to be liable for fraud in the performance of his
duties.

     

    
      	
              Section
      15.

            	
              AMENDMENT OR
      TERMINATION OF PLAN.

            


    

     

    On behalf
of the Company, the Board may, in its sole and absolute discretion, amend the
Plan from time to time and at any time in such manner as it deems appropriate or
desirable, and the Board may, in its sole and absolute discretion, terminate the
Plan for any reason from time to time and at any time in such manner as it deems
appropriate or desirable.  In the event the Board terminates or
freezes the Plan, there shall be no further accrual of Incentive Benefits
hereunder (other than the crediting of Earnings).


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    
      	
              Section
      16.

            	
              SEVERABILITY OF
      PROVISIONS.

            


    

     

    In case
any provision of this Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions hereof, and
the Plan shall be construed and enforced as if such provisions had not been
included.

     

    
      	
              Section
      17.

            	
              ENTIRE
      AGREEMENT.

            


    

     

    This
Plan, along with the Participant’s elections hereunder, constitutes the entire
agreement between the Company and the Participant pertaining to the subject
matter herein and supersedes any other plan or agreement, whether written or
oral, pertaining to the subject matter herein.  No agreements or
representations, other than as set forth herein, have been made by the Company
with respect to the subject matter herein.

     

    
      	
              Section
      18.

            	
              HEADINGS AND
      CAPTIONS.

            


    

     

    The
headings and captions herein are provided for reference and convenience
only.  They shall not be considered part of the Plan and shall not be
employed in the construction of the Plan.

     

    
      	
              Section
      19.

            	
              NON-EMPLOYMENT.

            


    

     

    The Plan
is not an agreement of employment and it shall not grant an employee any rights
of employment.

     

    
      	
              Section
      20.

            	
              PAYMENT NOT
      SALARY.

            


    

     

    Except to
the extent a plan otherwise provides, any amounts payable under this Plan shall
not be deemed salary or other compensation to the Participant or Beneficiary for
the purposes of computing benefits to which he or she may be entitled under any
pension plan or other arrangement of the Company.

     

    
      	
              Section
      21.

            	
              GENDER AND
      NUMBER.

            


    

     

    Wherever
used in this Plan, the masculine shall be deemed to include the feminine and the
singular shall be deemed to include the plural, unless the context clearly
indicates otherwise.

     

    
      	
              Section
      22.

            	
              CONTROLLING
      LAW.

            


    

     

    The Plan
is established in order to provide deferred compensation to a select group of
management and highly compensated employees within the meanings of Sections
201(2) and 301(a)(3) of ERISA.  The Plan is intended to comply with
the requirements imposed under Section 409A and the provisions of the Plan shall
be construed in a manner consistent with the requirements of such section of the
Code.  To the extent legally required, the Code and ERISA shall govern
the Plan and, if any provision hereof is in violation of any applicable
requirement thereof, the Company reserves the right to retroactively amend the
Plan to comply therewith.  To the extent not governed by the Code and
ERISA, the Plan shall be governed by the laws of the State of New York without
giving effect to conflict of law provisions.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    
      	
              Section
      23.

            	
              SECTION
      409A.

            


    

     

    23.1          Six Month
Delay for Key Employee.  Notwithstanding
anything in the Plan to the contrary, if a Participant is deemed on the
Separation from Service to be a “Key Employee,” (i) with regard to any payment
or the provision of any benefit that is considered deferred compensation under
Section 409A payable on account of a Separation from Service, such payment or
benefit shall be delayed for a period of six (6) months following such
Separation from Service (or until death if earlier), and shall be paid on the
expiration of such six (6) month period or earlier death, and (ii) any payments
and benefits not required to be so delayed shall be paid or provided in
accordance with the Plan.

     

    23.2          Discretion
of Company to Pay Within Number of Days. Whenever a payment under the
Plan specifies a payment period with reference to a number of days (e.g.,
“payment shall be made within 30 days following the date of termination”), the
actual date of payment within the specified period shall be within the sole
discretion of the Company.

     

    23.3          Installments
Treated as Separate Payments.  If under the Plan, an amount is
to be paid in two or more installments, for purposes of Section 409A each
installment shall be treated as a separate payment.

     

     

    14