ex10_b.htm


    
      

    

    Exhibit
10-B

    


    FORD
MOTOR COMPANY

    DEFERRED
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECOTRS

    (Amended
and Restated Effective as of December 31, 2008)

    


    


    
      	
              I.

            	
              Name
      and Purpose

            


    

    


    The name
of this plan is the Ford Motor Company Deferred Compensation Plan for
Non-Employee Directors (the "Plan").  The Plan supersedes and amends
in its entirety the plan of the same name that was adopted on
January 13, 1983 and subsequently amended and restated as of January
1, 2005.  Its purpose is to provide non-employee directors of Ford
Motor Company (the "Company") with an opportunity to defer compensation earned
as a director.

    


    
      	
              II.

            	
              Effective
      Date

            


    

    


    
      	
               
      

            	
              The
      Plan shall be effective as of January 13,
1983.

            


    

    


    
      	
              III.

            	
              Participants

            


    

    


    Any
director of the Company who is not an employee of the Company or of a subsidiary
of the Company shall be eligible to participate in the Plan.  Any such
person (a "director") who elects to participate in the Plan or whose
compensation is or was subject to a mandatory deferral pursuant to Section XXII
of the Plan is hereinafter called a "Participant."  The Plan shall
establish for each Participant an unfunded deferred compensation account
("Account").

    


    
      	
              IV.

            	
              Election
      of Deferral

            


    

    


    
      	
               
      

            	
              (A)

            	
              On
      or before December 31 of any year, each director, or nominee for election
      as a director, shall be entitled to make an irrevocable election to defer
      receipt of all or a specified portion of the compensation (exclusive of
      expense reimbursements and/or stock-based compensation) otherwise payable
      to such director during the following year for service on the Board of
      Directors of the Company (the "Board") and its Committees.  Any
      such election shall become irrevocable as of December 31 of the year of
      election.

            


    

    


    
      	
               
      

            	
              (B)

            	
              Any
      deferral election pursuant to this Section shall include an election as to
      whether the compensation deferred pursuant to this Section shall be
      credited to such Participant's Account in cash and/or Common Stock Units
      ("Stock Units").  Each Stock Unit shall have the same value as a
      share of Common Stock of the Company ("Common Stock") and shall be
      entitled to dividend equivalents as provided in Section
      V.  Stock Units shall not have any voting rights, shall not
      represent actual shares of Common Stock, and shall not give any
      Participant any rights as a stock holder in the
  Company.

            


    

    


    
      	
               
      

            	
              (C)

            	
              With
      respect to the year 1983 only, a director may make an election to defer
      compensation and have such compensation credited to the director's Account
      in cash prior to February 13, 1983, in which case such election shall
      apply to the director's compensation allocable to the period commencing
      March 1, 1983 and ending December 31, 1983.  With respect to the
      year 1991 only, a director may make an election to defer compensation and
      have such compensation credited to the director's Account in Stock Units
      prior to August 11, 1991, in which case such election shall apply to the
      director's compensation allocable to the period commencing September 1,
      1991 and ending December 31, 1991.

            


    

     

    
      	
               
      

            	
              (D)

            	
              A
      newly elected director may elect to defer compensation pursuant to this
      Section and to have such compensation credited to such Participant's
      Account in cash and/or Stock Units for the remainder of the calendar year
      in which such director joins the Board.  Any such election shall
      be made within 30 days following the date of such director's election to
      the Board and shall be effective with respect to compensation earned on
      and after the first day of the month next following the date on which such
      election by such director becomes irrevocable and ending on the next
      following December 31.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
            	
              (E)

            	
              A
      Participant may elect to defer compensation for each year while the Plan
      is in effect by giving written notice to the Company in accordance with
      Section XX setting forth the Participant's irrevocable election as
      to:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      percentage of each component of the Participant's compensation for such
      year (annual retainer, committee chair fees, and presiding director fees,
      but excluding any expense reimbursement and/or stock-based
      compensation) to be deferred and credited to the Participan'ts Account in
      cash and the percentage to be deferred and credited to the Participant's
      Account in Stock Units; and

            


    

    
      
      

    

    


    
      	
               
      

            	
              (b)

            	
              the
      method of distribution (i.e., a lump sum payment or up to ten annual
      installments as provided for in Section VII) desired for each of the
      following:  (i) the portion of such year's compensation deferred
      pursuant to this Section and credited to the Participant's Account in
      cash, (ii) the portion of such year's compensation deferred pursuant to
      this Section and credited to the Participant's Account in Stock Units,
      (iii) the portion of such year's compensation mandatorily deferred
      pursuant to Section XXII, and (iv) any "dividend equivalents," as
      determined in Section V(E), to be credited to the Participant's Account
      for such year.

            


    

    


    Such
notice shall be delivered to the Company on or before December 31 of the year
preceding the first year to which such election relates, except that (i) notice
of an election to defer and have such compensation credited to a Participant's
Account in cash with respect to the year 1983 may be delivered at any time prior
to February 13, 1983, (ii) notice of an election to defer and have such
compensation credited to a Participant's Account in Stock Units with respect to
the year 1991 may be delivered at any time prior to August 11, 1991, and (iii)
notice of an election to defer and have such compensation credited to a
Participant's Account in cash and/or Stock Units from any newly-elected director
may be delivered at any time within thirty (30) days following the date of such
director's election to the Board.  The elections set forth in such
notice shall be given continuing effect for subsequent years until a new notice
terminating such previous elections or specifying different elections shall be
delivered to the Company.  Any such new notice shall apply only to
compensation earned in years subsequent to the year in which such new notice is
delivered and shall become irrevocable as of December 31 of the year in which
such new notice is delivered.

    


    
      	
               
      

            	
              (F)

            	
              Notwithstanding
      anything contained in the Plan to the contrary, no otherwise permissible
      election or other action is allowed that would trigger taxation of any
      amount under Section 409A of the Internal Revenue Code of 1986, as amended
      ("Code").

            


    

    


    
      	
              V.

            	
              Deferred
      Compensation Accounts

            


    

    


    
      	
               
      

            	
              (A)

            	
              All
      compensation deferred by a Participant pursuant to Section IV shall be
      held in the general funds of the Company and shall be credited pursuant to
      this Section to the Participant's
      Account in cash and/or Stock Units as elected by the Participant in
      accordance with Section IV.

            


    

     

    
      
      

    

    
      	
               
      

            	
              (B)

            	
              With
      respect to amounts deferred and credited to a Participant's Account in
      cash, the Participant's Account shall be credited with the amount so
      deferred, as of the date when the amount so deferred otherwise would have
      been payable if it had not been
deferred.

            


    

    


    
      	
               
      

            	
              (C)

            	
              With
      respect to amounts deferred and credited to a Participant's Account in
      cash, the Participant's Account shall be credited with "interest
      equivalents" as of each June 30 and December 31 on the average daily
      balance credited to such Account in cash during the period of six months
      ended on such date, at an annual rate equal to (i) the rate, on a bond
      yield equivalency basis, on six-month (26-week) Treasury Bills maturing
      during the week in which such date falls, plus (ii) 75 basis
      points.  Interest equivalents shall continue to be so credited
      until such time as the entire balance of such Account shall have been
      distributed.

            


    

    


    
      	
               
      

            	
              (D)

            	
              With
      respect to amounts deferred and credited to a Participant's Account in
      Stock Units, the Participant's Account shall be credited with the number
      of Stock Units (including fractional interest therein) as of the date when
      the amount so deferred otherwise would have been payable if it had not
      been deferred, determined by dividing such amount by the applicable
      "Crediting Price," as determined pursuant to this
  Section.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
               
      

            	
              (E)

            	
              As
      of each date of payment of a dividend on the Common Stock, with respect to
      the Stock Units credited to the Participant's Account on the record date
      for such dividend, there shall be credited as "dividend equivalents" such
      additional Stock Units (including fractional interest
      therein),

            


    

    


    
      	
               
      

            	
              (a)

            	
              In
      the case of cash dividends, as could be purchased at the Crediting Price
      as of such payment date with the dividends payable on the number of
      outstanding shares of Common Stock corresponding to the number of Stock
      Units credited to the Participant's Account on such record
      date;

            


    

    


    
      	
               
      

            	
              (b)

            	
              In
      the case of dividends payable in property other than cash or Common Stock,
      as could be purchased at the Crediting Price as of such payment date with
      an amount equal to the fair market value of such property, determined by
      the Committee as of the date of payment, payable on the number of
      outstanding shares of Common Stock corresponding to the number of Stock
      Units credited to the Participant's Account on such record date;
      or

            


    

    


    
      	
               
      

            	
              (c)

            	
              In
      the case of dividends payable in Common Stock, as would equal the number
      of shares of Common Stock payable on the number of outstanding shares of
      Common Stock corresponding to the number of Stock Units credited to the
      Participant's Account on such record
date.

            


    

    


    
      	
               
      

            	
              (F)

            	
              The
      "Crediting Price" with respect to any compensation deferred in Stock Units
      pursuant to Section IV shall mean the fair market value of the Common
      Stock on the date on which such compensation otherwise would have been
      payable if it had not been deferred.  The Crediting Price with
      respect to any dividend equivalent shall mean the fair market value of the
      Common Stock on the date of payment of the related dividend on Common
      Stock.  The Crediting Price with respect to any amount converted
      into Stock Units pursuant to Section VI shall be determined as provided in
      Section VI.

            


    

     

    
      	
               
      

            	
              (G)

            	
              For
      all purposes of the Plan, "fair market value" of the Common Stock on any
      date shall mean the average of the highest and lowest prices at which the
      Common Stock shall have been sold regular way on the New York Stock
      Exchange on such date or, if no such sales shall have been made on such
      date, on the next preceding date on which there were such sales of the
      Common Stock on such Exchange.

            


    

    


    
      	
              VI.

            	
              Conversion
      of Deferred Cash into Stock Units

            


    

    


    
      	
               
      

            	
              (A)

            	
              Any
      Participant who shall have any amount credited in cash to his or her
      Account at September 30, 1991 may elect to convert all or a portion of
      such amount into Stock Units on or after July 11, 1991 and on or before
      December 31, 1991 by giving written notice of such election to the Company
      prior to December 31, 1991 in accordance with Section XX.  The
      portion of the Account specified in such notice shall be converted into
      Stock Units (including fractional interests therein) at the applicable
      Crediting Price, which shall be the daily average of the fair market value
      of the Common Stock on each business day during the first "window period"
      that begins subsequent to the date of such notice.  The term
      "window period," as used in the preceding sentence, shall mean the period
      beginning on the third business day following the date of release by the
      Company of quarterly or annual statements of sales and earnings and ending
      on the 12th
      business day following such date.  Such conversion shall be
      effective as of the last business day in such first window period (such
      business day being hereinafter called the "date of conversion"), except
      that compensation otherwise payable on September 30, 1991 shall be
      converted, at such Crediting Price, as of September 30,
      1991.  Interest equivalents accrued through the date of
      conversion shall be converted at such Crediting Prices as of the date of
      conversion.

            


    

    


    
      	
               
      

            	
              (B)

            	
              Interest
      equivalents on the amount converted pursuant to this Section shall cease
      to accrue on the date of conversion.  The Stock Units credited
      to a Participant's Account as a result of any such conversion shall be
      dealt with in the same manner as all other Stock Units credited to
      Participants' Accounts under the
Plan.

            


    

    


    
      	
              VII.

            	
              Method
      of Distribution of Deferred
Compensation

            


    

    


    
      	
               
      

            	
              (A)

            	
              No
      distribution of deferred compensation may be made except as provided in
      this Section.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
               
      

            	
              (B)

            	
              The
      amount of cash and the value of Stock Units credited to a Participant's
      Account for each year shall be payable either in a lump sum cash payment
      or in up to ten annual installments as elected by the Participant in
      accordance with Section IV with respect to each category of deferred
      compensation credited to the Participant's Account.  If annual
      installments are elected for any year with respect to any category of
      deferred compensation, the amount of the first payment shall be a fraction
      of the value of the portion of the Participant's Account for such year
      represented by such category as of December 31 of the year preceding such
      first payment, the numerator of which is one and the denominator of which
      is the total number of annual installments elected.  The amount
      of each subsequent payment with respect to such category shall be a
      faction of the value of such portion as of the December 31 of the year
      preceding such subsequent payment, the numerator of which is one and the
      denominator of which is the number of annual installments remaining,
      including the payment then being made.  If the Participant shall
      have elected to have deferred compensation credited to such Participant's
      Account partly in cash and partly in Stock Units for any year, each such
      category shall be distributed separately in accordance with the Participant's
      distribution election with respect to such category for such year and in
      accordance with the two immediately preceding sentences of this
      paragraph.

            


    

    
       

    

    
      	
               
      

            	
              (C)

            	
              Each
      distribution of deferred compensation, either in a lump sum or in annual
      installments, shall be made, or commence, on January 10 of the year
      following the year in which the Participant's service as a director
      terminates, or as soon thereafter as practicable, but in no event later
      than December 31 immediately following such January
  10.

            


    

    


    
      	
               
      

            	
              (D)

            	
              For
      the purpose of determining the amount of each distribution to a
      Participant with respect to Stock Units, each Stock Unit credited to the
      Participant's Account for any year shall be deemed to have a value equal
      to the fair market value of the Common Stock at December 31 of the year
      prior to such distribution.

            


    

    


    
      	
               
      

            	
              (E)

            	
              At
      the written request of a Participant, the Committee (as hereinafter
      defined), in its sole discretion, may authorize the cessation of deferrals
      by such Participant that were to be credited to such Participant's Account
      in cash and distribution of all or part of the cash portion of the
      Participant's Account prior to his or her termination of service as a
      director, or accelerate payment of any installments payable with respect
      to amounts deferred in cash, upon a showing of an unforeseeable emergency
      by the Participant.  For purposes of this paragraph,
      "unforeseeable emergency" shall mean severe financial hardship resulting
      from an illness or accident of the Participant, the Participant's spouse
      or beneficiary, or the Participant's dependent (as defined in Code Section
      152, without regard to Code Sections 152(b)(1), (b)(2) and (d)(1)(B)),
      loss of the Participant's property due to casualty (including the need to
      rebuild a home following damage not otherwise covered by insurance), or
      other similar extraordinary and unforeseeable circumstances arising as a
      result of one or more recent events beyond the control of the
      Participant.  In any event, payment shall not be made to the
      extent such emergency is or may be relieved (i) through reimbursement or
      compensation by insurance or otherwise, (ii) by liquidation of the
      Participant's assets, to the extent the liquidation of such assets would
      not itself cause severe financial hardship, and/or (iii) by cessation of
      deferrals under the Plan.  Withdrawals of amounts because of an
      unforeseeable emergency shall only be permitted to the extent reasonably
      necessary to satisfy the emergency.  Examples of what are not
      considered to be unforeseeable emergencies include the need to send a
      Participant's child to college or the desire to purchase a
      home.  The amount distributed shall be credited with interest
      equivalents through the date of distribution in accordance with Section
      V.  This Section shall not apply to amounts credited to a
      Participant's Account in Stock
Units.

            


    

    


    
      	
               
      

            	
              (F)

            	
              Notwithstanding
      anything contained in the Plan to the contrary, no otherwise permissible
      distribution or other action is allowed that would trigger taxation of any
      amount under Code Section 409A.

            


    

    


    
      	
              VIII.

            	
              Distribution
      upon Death

            


    

    


    If any
Participant shall die while a director, or thereafter, before receiving all
funds credited to his or her Account, the total value of the Participant's
Account shall be distributed in cash in one lump sum to any beneficiary or
beneficiaries designated or deemed designated by the Participant pursuant to
Section XIV or, in the absence of such designation, to such Participant's
estate.  Any amount distributed pursuant to this Section shall be
distributed on January 10 of the year following the year of death, or as soon
thereafter as practicable, but in no event later than December 31 immediately
following such January 10.  Any Stock Units credited to the
Participant's Account shall be deemed to have a value, for purposes of this
Section VIII, equal to the fair market value of the Common Stock on December 31
of the year of the Participant's death or on such other date as the Committee
(as hereinafter defined) in its sole discretion may determine.

    
      

        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

    


    
      	
              IX.

            	
              Participant's
      Rights in Account

            




    A
Participant shall not have any interest in any deferred compensation, interest
equivalents or Stock Units credited to his or her Account until it is
distributed in accordance with the Plan.  All amounts deferred under
the Plan shall remain the sole property of the Company, subject to the claims of
its general creditors and available for its use for whatever purposes are
desired.  With respect to amounts deferred, a Participant shall be
merely a general creditor of the Company, and the obligation of the Company
hereunder shall be purely contractual and shall not be funded or secured in any
way.

    


    
      	
              X.

            	
              Statements
      of Account

            


    

    


    Statements shall be sent to
Participants during February of each year as to the balances in their respective
Accounts as of the end of the previous calendar year.

    


    
      	
              XI.

            	
              Administration

            


    

    


    A
committee (the "Committee") consisting of at least three persons who shall not
be eligible to participant under the Plan shall be appointed by the Board to
administer, interpret and make determinations under the Plan and perform such
other functions as are assigned to the Committee under the Plan; provided,
however, that if the Board shall not take action to appoint the members of the
Committee, the persons who from time to time shall be the members of the
Committee under the Company's Restricted Stock Plan for Non-Employee Directors
shall constitute the member of the Committee under this Plan.  The
Committee is authorized, subject to the provisions of the Plan, from time to
time to establish such rules and regulations as it may deem appropriate for the
proper administration or operation of the Plan.  In the event that an
Article, Section or paragraph of the Code, Treasury Regulations, or Plan is
renumbered, such renumbered Article, Section or paragraph shall apply to
applicable references herein.

    


    
      	
              XII.

            	
              Indemnification
      and Exculpation

            


    

    


    
      	
               
      

            	
              (A)

            	
              Each
      person who is or shall have been a member of the Board or of the Committee
      shall be indemnified and held harmless by the Company against and from any
      and all loss, cost, liability or expense that may be imposed upon or
      reasonably incurred by such person in connection with or resulting from
      any claim, action, suit or proceeding to which such person may be or
      become a party or in which such person may be or become involved by reason
      of any action taken or failure to act under the Plan and against and from
      any and all amounts paid by such person in settlement thereof (with the
      Company's written approval) or paid by such person in satisfaction of a
      judgment in any such action, suit or proceeding, except a judgment in
      favor of the Company based upon a finding of such person's lack of good
      faith; subject, however, to the condition that, upon the institution of
      any claim, action, suit or proceeding against such person, such person
      shall in writing give the Company an opportunity, at its own expense, to
      handle and defend the same before such person undertakes to handle and
      defend it on such person's behalf.  The foregoing right of
      indemnification shall not be exclusive of any other right to which such
      person may be entitled as a matter of law or otherwise, or any power that
      the Company may have to indemnify or hold such person
      harmless.

            


    

    


    
      	
               
      

            	
              (B)

            	
              Each
      member of the Board or of the Committee, and each officer and employee of
      the Company, shall be fully justified in relying or acting in good faith
      upon any information furnished in connection with the administration of
      the Plan by any appropriate person or persons other than such
      person.  In no event shall any person who is or shall have been
      a member of the Board or of the Committee, or an officer or employee of
      the Company, be held liable for any determination made or other action
      taken or any omission to act in reliance upon any such information, or for
      any action (including the furnishing of information) taken or any failure
      to act, if in good faith.

            


    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
              XIII.

            	
              Adjustment
      in Event of Changes in
Capitalization

            


    

    


    In the
event of a recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation, rights offering, separation,
reorganization or liquidation, or any other change in the corporate structure or
shares of the Company, the Committee may make such equitable adjustments, to
prevent dilution or enlargement of rights, as it may deem appropriate in the
number of Stock Units credited or authorized to be credited under the
Plan.

    


    
      	
              XIV.

            	
              Finality
      of Determinations

            


    

    


    Each
determination, interpretation or other action made or taken pursuant to the
provisions of the Plan by the Committee shall be final and shall be binding and
conclusive for all purposes and upon all persons.

    


    
      	
              XV.

            	
              Designation
      of Beneficiaries and Effect of
Death

            


    

    


    A
Participant may file with the Company a written designation of beneficiary or
beneficiaries under the Plan (subject to such limitations as to the classes and
number of beneficiaries and contingent beneficiaries and such other limitations
as the Committee from time to time may prescribe) to receive in cash, in the
event of the death of such Participant, the unpaid amount in the Participant's
Account in accordance with Section VIII.  A Participant shall be
deemed to have designated as beneficiary or beneficiaries under the Plan the
person or persons who receive such Participant's life insurance proceeds under
the Company-paid directors life insurance plan, unless such Participant shall
have assigned such life insurance or shall have filed with the Company a written
designation of a different beneficiary or beneficiaries under the
Plan.  A Participant may from time to time revoke or change any such
designation of beneficiary. Any designation of beneficiary under the Plan shall
be controlling over any testamentary or other disposition; provided, however,
that if the Committee shall be in doubt as to the

    right of
such beneficiary to receive any such shares, the same may be delivered to the
legal representatives of the Participant, in which case the Company, the
Committee and the members thereof shall not be under any further liability to
anyone.

    


    
      	
              XVI.

            	
              No
      Right to Reelection

            


    

    


    Nothing
in the Plan shall be deemed to create any obligation on the part of the Board to
nominate any Participant for reelection by the Company's stockholders, nor
confer upon any Participant the right to remain a member of the Board for any
period of time, or at any particular rate of compensation.

    


    
      	
              XVII.

            	
              Withholding
      of Taxes

            


    

    


    The
Company shall have the right, prior to the distribution of any amount from a
Participant's Account, to withhold from such amount an amount sufficient to
satisfy any withholding taxes that the Company may be required by law to pay
with respect to such distribution.

    


    
      	
              XVIII.

            	
              No
      Assignment of Benefits

            


    

    


    No rights
or benefits under the Plan shall, except as otherwise specifically provided by
law, be subject to assignment (except for the designation of beneficiaries
pursuant to Section XV), nor shall such rights or benefits be subject to
attachment or legal process for or against a Participant or his or her
beneficiary or beneficiaries.

    


    
      	
              XIX.

            	
              Amendment
      and Termination

            


    

     

    The Plan
may at any time be amended, modified or terminated by the Board or the Executive
Committee of the Board; provided, however, that no distribution of benefits
shall occur upon termination of this Plan unless applicable requirements of Code
Section 409A have been met. No amendment, modification or termination shall,
without the consent of a Participant, adversely affect such Participant's rights
with respect to amounts accrued in his or her Account.



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              XX.

            	
              Notices

            


    

    


    All
notices to the Company hereunder shall be delivered to the attention of the
Secretary of the Company.

    


    
      	
              XXI.

            	
              Governing
      Law

            


    

    


    The Plan
shall be governed by and construed in accordance with the laws of the State of
Michigan.

    


    
      	
              XXII.

            	
              Mandatory
      Deferral

            


    

    


    Notwithstanding
anything contained in the Plan to the contrary, the Board in its sole discretion
may mandatorily defer payment of all or a portion of compensation that is
otherwise deferrable by Participants pursuant to Section IV.  In no
event may any mandatory deferral pursuant to this Section be made later than
December 31 of the calendar year immediately preceding the year in which such
deferred compensation otherwise would have been payable for services on the
Board.  Any mandatory deferral pursuant to this Section shall remain
in effect, until terminated or modified by the Board, with respect to
compensation payable in future years; provided, however, that such mandatory
deferral election shall become irrevocable as of December 31 of the year
immediately preceding the year in which such deferred compensation otherwise
would have been payable for services rendered.  Any such compensation
which is mandatorily deferred pursuant to this Section shall be credited to the
Participant's Account in the form of Stock Units and shall be entitled to
dividend equivalents pursuant to Section V.  The value of Stock Units
attributable to a mandatory deferral shall be payable in cash in a lump sum or
in up to ten annual installments, as elected by the Participant pursuant to
Section IV on, or commencing on, January 10 of the year following the year in
which the Participant's service as a director terminates, or as soon thereafter
as practicable, but in no event later than December 31 immediately following
such January 10.  Notwithstanding the foregoing, in the event a
Participant fails to elect a method of payment for mandatory deferrals pursuant
to Section IV, any such mandatory deferral for which the Participant failed to
elect a payment method shall be paid in a cash lump sum payment on January 10 of
the year following the year in which the Participant's service as a director
terminates, or as soon there after as practicable, but in no event later than
December 31 immediately following such January 10.  In the event of a
mandatory deferral pursuant to this Section, any election of a Participant to
voluntarily defer compensation pursuant to Section IV shall apply only to
compensation which is not subject to a mandatory deferral pursuant to this
Section.

    


    
      	
              XXIII.

            	
              Code
      Section 409A.

            


    

    


    (A) The
Committee reserves the right to take such action, on a uniform and consistent
basis, as the Committee deems necessary or desirable to ensure compliance with
Code Section 409A, and applicable additional regulatory guidance thereunder, or
to achieve the goals of the Plan without having adverse tax consequences under
this Plan for any director or beneficiary.

    


    (B) In no
event shall any transfer of obligations to or from this Plan result in an
impermissible acceleration or deferral under Code Section 409A. In the event
such a transfer would cause an impermissible acceleration or deferral under Code
Section 409A, such transfer shall not occur.

    


    (C) In
the event a former director is reelected to the Board, distribution of any
benefit under this Plan shall not cease upon such director's reelection to the
Board.

    


    (D) After
receipt of any deferrals, the obligations of the Company with respect to such
amounts shall be satisfied and no director, surviving spouse, or beneficiary
shall have any further claims against the Plan or the Company with respect to
any deferrals.

    


    (E) For
the avoidance of doubt, and notwithstanding any provisions of the Plan to the
contrary, in the event a Specified Employee becomes entitled to a benefit under
this Plan, payment of any such benefit shall not commence (or be paid) earlier
than the first day of the seventh month following such Specified Employee's
termination from employment with the Company (other than as a result of
death).  Any payments to which a Specified Employee otherwise would
have been entitled under the Plan during the first 6 months following such
Specified Employee's Separation From Service shall be accumulated and paid in a
lump sum payment on or after the first day of the seventh month following such
Separation From Service.  Any payment delayed under this Section shall
not bear interest.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
purposes of this Section, "Specified Employee" shall mean a director who is a
"Key Employee" as defined in Code Section 416(i)(1)(A)(i), (ii) or (iii),
applied in accordance with the regulations thereunder and disregarding
Subsection 416(i)(5).  A Specified Employee shall be identified as of
December 31 of each calendar year and such identification shall apply to any
Specified Employee who shall terminate employment with the Company, other than
as a result of such director's death, in the 12-month period commencing April 1
of the immediately succeeding calendar year.  A director who is
determined to be a Specified Employee shall remain a Specified Employee
throughout the 12-month period regardless of whether such director meets the
definition of "Specified Employee" on the date the director terminates
employment with the Company.  This provision is effective for
Specified Employees who resign or terminate employment on or after January 1,
2005.  For purposes of determining Specified Employees, the definition
of compensation under Treasury Regulation Section 1.415(c)-2(d)(3) shall be
used, applied without the use of any of the special timing rules provided in
Treasury Regulation Section 1.415(c)-2(e) or the special rule in Treasury
Regulation Section 1.415(c)-2(g)(5)(i), but applied with the use of the special
rule in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).