Exhibit 10.36  FGX INTERNATIONAL INC.  AMENDED AND RESTATED DEFERRED COMPENSATION PLAN


FGX
INTERNATIONAL INC.  AMENDED AND RESTATED DEFERRED COMPENSATION PLAN  THIS AMENDED AND RESTATED PLANis adopted and enacted as of
the first day of January, 2008, by FGX International Inc., a corporation
organized and existing under the laws of the State ofDelaware,
hereinafter referred to as the Plan Sponsor.  WHEREAS, the Plan Sponsor adopted this Plan effective as of
January 1, 2007; and  WHEREAS, the Plan sponsor wishes to amend and restate the
Plan to comply with the requirements of Section 409A of the Code, as added
by The American Jobs Creation Act of 2004, and any Treasury Regulations and
other applicable guidance thereunder issued by the Treasury Department or the
Internal Revenue Service; and  WHEREAS, the Plan Sponsor intends that the Plan shall at
all times be administered and interpreted in such a manner as to constitute a Top-Hat
unfunded nonqualified deferred compensation plan for tax purposes and for
purposes of Title I of ERISA.  This
Plan is not intended to qualify for favorable tax treatment pursuant to Section 401(a) of
the Code or any successor section or statute;  NOW, THEREFORE, the Plan Sponsor hereby amends and restates
the Plan, as set forth below.  ARTICLE 1  Definitions  For the
purpose of this Plan, unless otherwise clearly apparent from the context, the
following phrases or terms shall have the following indicated meanings:  1.1Account
or Accountsshall mean a book account reflecting amounts
credited to a Participants Separation Account and/or vested Plan Sponsor
Contribution Account, as adjusted for deemed investment performance and all
distributions or withdrawals made by the Participant or his or her
Beneficiary.  To the extent that it is
considered necessary or appropriate, the Plan Administrator shall maintain
separate subaccounts for each source of contribution under this Plan or shall
otherwise provide a means for determining that portion of an Account
attributable to each contribution source.  1.2Annual
Bonusshall mean any compensation, in addition to Base
Salary and Performance-Based Compensation relating to services performed during
any Plan Year, whether or not paid in such Plan Year or included on the Federal
Income Tax Form W-2 for such Plan Year, payable to a Participant as an
employee under any of the Plan Sponsors annual bonus or cash incentive plans,
excluding stock options.  Annual Bonus
shall consist of any amount or portion of any amount that will be paid either
regardless of performance or based on a level of performance that is
substantially certain to be met.


1.3Annual
Deferral Amountshall mean that portion of a Participants Base
Salary and Annual Bonus and/or Performance-Based Compensation that a Participant
elects to defer for any one Plan Year.  1.4Affiliateshall mean any business entity
other than the Plan Sponsor that is a member of a controlled group of
corporations, within the meaning of Section 414(b) of the Code, of
which the Plan Sponsor is a member; all other trade or business (whether or not
incorporated) under common control, within the meaning of Section 414(c) of
the Code, with the Plan Sponsor; any service organization other than the Plan
Sponsor that is a member of an Affiliated service group, within the meaning of Section 414(m) of
the Code, of which the Plan Sponsor is a member; and any other organization
that is required to be aggregated with the Plan Sponsor under Section 414(o) of
the Code and whose Eligible Employees are authorized to participate in this
Plan by the Plan Administrator.  1.5Applicable
Guidanceshall mean Section 409A of the Code and any
Treasury Regulations and other applicable guidance thereunder issued by the
Treasury Department or the Internal Revenue Service.  1.6Base
Salaryshall mean the annual cash compensation relating to
services performed during any Plan Year, (excluding bonuses, commissions,
overtime, fringe benefits, incentive payments, non-monetary awards, relocation
expenses, retainers, directors fees and other fees, severance allowances, pay
in lieu of vacations, insurance premiums paid by the Plan Sponsor, insurance
benefits paid to the Participant or his or her Beneficiary, stock options and
grants, and car allowances) paid to a Participant for services rendered to the
Plan Sponsor or an Affiliate.  Base
Salary shall be calculated before reduction for compensation voluntarily
deferred or contributed by the Participant pursuant to all qualified or non-qualified
plans of the Plan Sponsor or an Affiliate and shall be calculated to include
amounts not otherwise included in the Participants gross income under Sections
125, 402(e)(3), 402(h), or 403(b) of the Code pursuant to plans
established by the Plan Sponsor; provided, however, that all such amounts will
be included in Compensation only to the extent that, had there been no such
Plan, the amounts would have been payable in cash to the Participant.  1.7Beneficiaryshall mean one or more persons, trusts, estates or other entities that
are entitled to receive benefits under this Plan upon the death of the
Participant.  1.8Causeshall mean any
of the following acts or circumstances:  (a)willful
destruction by the Participant of property of the Plan Sponsor or an Affiliate
having a material value to the Plan Sponsor or such Affiliate;  (b)fraud,
embezzlement, theft, or comparable dishonest activity committed by the
Participant (excluding acts involving a de minimis dollar value and not related
to the Plan Sponsor or an Affiliate);  (c)the Participants
conviction of or entering a plea of guilty or nolo contendere to any crime
constituting a felony or any misdemeanor involving fraud,  2


dishonesty or moral turpitude (excluding acts involving a de minimis
dollar value and not related to the Plan Sponsor or an Affiliate);  (d)the Participants
breach, neglect, refusal, or failure to materially discharge the Participants
duties (other than due to physical or mental illness) commensurate with the
Participants title and function or the Participants failure to comply with
the lawful directions of the Board of Directors or a senior managing officer of
the Plan Sponsor, or of the Board of Directors or a senior managing officer of
an Affiliate that employs the Participant, in any such case that is not cured
within fifteen (15) days after the Participant has received written notice
thereof from such Board of Directors or senior managing officer;  (e)any willful
misconduct by the Participant which may cause substantial economic or
reputation injury to the Plan Sponsor, including, but not limited to, sexual
harassment, or;  (f)a willful and
knowing material misrepresentation to the Board or a senior managing officer of
the Plan Sponsor or to the Board of Directors or a senior managing officer of
an Affiliate that employs the Participant.  1.9Change
of Controlshall mean the occurrence of the events described
in any of subparagraph (a), (b), or (c), below, or any combination of said
event(s) as described within the meaning of Treasury Regulations
1.409A-3(g)(5):  (a)Change
of Ownership of the Plan Sponsor.A change of ownership occurs on the date that
any one person, or more than one person acting as a group, acquires ownership
of the stock of the Plan Sponsor that, together with stock held by such person
or group, constitutes more than fifty percent (50%) of the total fair market
value or total voting power of the stock of the Plan Sponsor or of any
corporation that owns at least fifty percent (50%) of the total fair market
value and total voting power of the Plan Sponsor.  However, if any person, or more than one
person acting as a group, is considered to own more than fifty percent (50%) of
the total fair market value or total voting power of the stock of the Plan
Sponsor, the acquisition of additional stock by the same person or group of
persons is not considered to cause a Change of Control.  For this purpose, an increase in the
percentage of stock owned by any one person or group, as a result of a
transaction in which the Plan Sponsor acquires its stock in exchange for
property will be treated as an acquisition of stock.  The rule set forth in the immediately
preceding sentence applies only when there is a transfer of stock of the Plan
Sponsor (or issuance of stock of the Plan Sponsor) and the stock of the Plan
Sponsor remains outstanding after the transaction.  Persons will not be considered to be acting
as a group solely because they purchase or own stock of the Plan Sponsor at the
same time or as a result of the same public offering.  However, persons will be considered to be
acting as a group if they are shareholders of a corporation that enters into a
merger, consolidation, purchase or acquisition of stock or similar business
transaction with the Plan Sponsor or its parent.  Persons will also be considered to be acting
as a group to the extent set forth in Applicable Guidance.  3


(b)Effective
Change of Control. 
Effective Change of Control shall occur on the date that either:  (i)Any one person,
or more than one person acting as a group, acquires (or has acquired during the
twelve (12) month period ending on the date of the most recent acquisition by
such person or persons) ownership of stock of the Plan Sponsor possessing
thirty-five percent (35%) or more of the total voting power of the stock of the
Plan Sponsor; or  (ii)A majority of
the members of the Plan Sponsors Board of Directors is replaced during any
twelve (12) month period by directors whose appointment or election is not
endorsed by a majority of the members of the Plan Sponsors Board of Directors
prior to the date of the appointment or election.  (c)Change
in Ownership of Plan Sponsors Assets.A change in the ownership of a substantial
portion of the Plan Sponsors assets occurs on the date that any one person, or
more than one person acting as a group, acquires or has acquired during the
twelve (12) month period ending on the date of the most recent acquisition by
such person or persons of assets from the Plan Sponsor that have a total gross
fair market value equal to or more than forty percent (40%) of the total gross
fair market value of all of the assets of the Plan Sponsor immediately prior to
such initial acquisition or acquisitions. 
For this purpose, gross fair market value means the value of the assets
of the Plan Sponsor, or the value of the assets being disposed of, determined
without regard to any liabilities associated with such assets.  There will be no
Change of Control under this Subparagraph (c) when there is a transfer to
an entity that is controlled by the shareholders of the Plan Sponsor
immediately after the transfer.  A
transfer of assets by the Plan Sponsor is not treated as a change in ownership
of such assets if the assets are transferred to:  (i)A shareholder of the Plan Sponsor
(immediately before the asset transfer) in exchange for or with respect to its
stock;  (ii)An entity, fifty percent (50%) or more of
the total value or voting power of which is owned directly or indirectly by the
Plan Sponsor;  (iii)A person, or more than one person, acting
as a Group, that owns, directly or indirectly, fifty percent (50%) or more of
the total value or voting power of all the outstanding stock of the Plan
Sponsor; or  (iv)An entity, at least fifty percent (50%)
of the total value or voting power of which is owned, directly or indirectly,
by a person described in (iii) above.  Notwithstanding
the above, the definition of Change of Control shall in any event comply with Section 409A
and Applicable Guidance.  4


1.10Claimantshall mean a
person who believes that he or she is being denied a benefit to which he or she
is entitled hereunder.  1.11Codeshall mean the
Internal Revenue Code of 1986, as amended.  1.12Compensationshall mean the
total cash remuneration, including regular Base Salary, Annual Bonus, and/or
Performance-Based Compensation paid by the Plan Sponsor to an Eligible Employee
with respect to his or her services performed for the Plan Sponsor or an
Affiliate.  1.13Deemed
Investmentsshall be defined as provided in Paragraph 4.2
below.  1.14Deemed
Investment Optionsshall be defined as provided in
Paragraph 4.1 below.  1.15Disabilityshall mean a
condition of the Participant whereby he or she either: (i) 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
twelve (12) months, or (ii) is, 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 twelve (12)
months, receiving income replacement benefits for a period of not less than
three (3) months under an accident and health plan covering employees of
the Plan Sponsor.  The Plan Administrator
will determine whether a Participant has incurred a Disability based on its own
good faith determination and may require a Participant to submit to reasonable
physical and mental examinations for this purpose.  A Participant will also be deemed to have
incurred a Disability if determined to be totally disabled by the Social
Security Administration or in accordance with a disability insurance program,
provided that the definition of disability applied under such disability
insurance program complies with the requirements of Treasury Regulation
1.409A-3(g)(4) and Applicable Guidance.  1.16Effective
Dateshall mean January 1, 2007.  1.17Election
Formshall mean the form or forms established from time
to time by the Plan Administrator on which the Participant makes certain
designations as required on that form and under the terms of this Plan.  1.18Eligible
Employeeshall mean for any Plan Year (or applicable portion
of a Plan Year), a person who is determined by the Plan Sponsor, or its
designee, to be a member of a select group of management or highly compensated
employees of the Plan Sponsor, and who is designated by the Plan Sponsor, or
its designee, to be an Eligible Employee under the Plan.  If the Plan Sponsor determines that an
individual first becomes an Eligible Employee during a Plan Year, the Plan
Sponsor shall notify the individual of its determination and of the date during
the Plan Year on which the individual shall first become an Eligible Employee.  5


1.19Entry
Dateshall mean the first day of the pay period
following the date on which an individual first becomes an Eligible Employee.  1.20ERISAshall mean the
Employee Retirement Income Security Act of 1974, as it may be amended from time
to time.  1.21Participantshall mean any
(a) Eligible Employee (i) who is selected to participate in this
Plan, (ii) who elects to participate in this Plan by signing a
Participation Agreement, (iii) who completes and signs certain Election
Form(s) required by the Plan Administrator, and (iv) whose signed
Election Form(s) are accepted by the Plan Administrator or (b) former
Eligible Employee who continues to be entitled to a benefit under this
Plan.  A spouse or former spouse of a
Participant shall not be treated as a Participant in this Plan or have an Account
balance under this Plan, even if he or she has an interest in the Participants
benefits under this Plan as a result of applicable law or property settlements
resulting from legal separation or marital dissolution or divorce.  1.22Participation
Agreementshall mean the document executed by the Eligible
Employee and Plan Administrator whereby the Eligible Employee agrees to
participate in the Plan.  1.23Performance-Based
Compensationshall mean that portion of a Participants
Compensation that is contingent on the satisfaction of pre established
organizational or individual performance criteria relating to a performance
period of at least twelve (12) consecutive months in which the Participant
performs services.  Organizational or
individual performance criteria are considered pre-established if established
in writing by no later than ninety (90) days after the commencement of the
period of services to which the criteria relate, provided that the right to
receive the contingent portion is substantially uncertain, or the amount of the
contingent portion is not readily ascertainable, at the time the criteria is
established within the meaning of Treasury Regulation 1.409A-1(e) and
Applicable Guidance.  1.24Permissible
Paymentsshall mean one or more of the following events upon
which payment may be made to a Participant or his Beneficiary under the terms
of the Plan: (i) the Participants Separation from Service, (ii) the
Participants death, (iii) the Participants Disability, or (iv) a
Change in Control of the Plan Sponsor.  1.25Planshall mean the
FGX International Inc. Deferred Compensation Plan which shall be evidenced by
this instrument, as amended from time to time.  1.26Plan
Administratorshall be the Board of Directors of the Plan Sponsor or its
designee.A
Participant in the Plan should not serve as a singular Plan Administrator.  If a Participant is part of a group of
persons designated as a committee or Plan Administrator, then the Participant
may not participate in any activity or decision relating solely to his or her
individual benefits under this Plan. 
Matters solely affecting the applicable Participant will be resolved by
the remaining Plan Administrator members.  6


1.27Plan
Sponsor Contribution Accountshall be defined as
provided in Paragraph 3.4 below.  1.28Plan
Yearshall mean, for the first plan year, the period
beginning on the Effective Date of the Plan and ending December 31 of such
calendar year, and thereafter, a twelve (12) month period beginning January 1
of each calendar year and continuing through December 31 of such calendar
year.  1.29Separation
Accountshall mean: (i) the sum of the Participants
Annual Deferral Amount that may be allocated in whole or in part by a
Participant pursuant to his or her deferral election to the Separation Account
for each Plan Year, plus (ii) amounts credited (net of amounts debited,
which may result in an aggregate negative number) from Deemed Investment
Options, less (iii) all distributions made to, or withdrawals by, the
Participant and his or her Beneficiary, and tax withholding amounts which may
have been deducted from the Participants Separation Account.  At the time of the Participants deferral
election for each Plan Year, the Participant may specify the form in which
payment shall be made to the Participant or his or her Beneficiary from this
Account.  The Participant may be
permitted to change the form of payment subject to Paragraph 6.7
(Subsequent Changes in the Time or Form of Payment) below.  1.30Section 409Ashall mean Section 409A
of the Code and the Treasury Regulations or other authoritative guidance issued
under that Section.  1.31Separation
From Serviceshall mean a Participants termination of active employment,
whether voluntary or involuntary, other than by death, Disability, or leave of
absence with the Plan Sponsor and Affiliate, within the meaning of Section 409A(a)(2)(A)(i) of
the Code, and Applicable Guidance.  1.32Treasury
Regulationsshall mean regulations promulgated by the
Internal Revenue Service for the U.S. Department of the Treasury, either
proposed, temporary or final as they may be amended from time to time.  1.33Trustshall mean a
trust that may be established in accordance with the terms of Article 12
of this Plan.  1.34Unforeseeable
Emergencyshall mean a severe financial hardship of the
Participant resulting from an illness or accident of the Participant, the
Participants spouse, or the Participants dependent(s) (as defined in Section 152(a) of
the Code) or loss of the Participants property due to casualty or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant, within the meaning of Section 409A
and Treasury Regulation 1.409A-3(g)(3).  1.35Valuation
Dateshall mean each day at the close of business
(currently 4:00 p.m. Eastern Time) of the New York Stock Exchange (NYSE),
on days that the (NYSE) is open for trading or any other day on which there is
sufficient trading in securities of the applicable fund to materially affect
the unit value of the fund and the corresponding unit value of the Participants
Deemed Investment Options.  If the NYSE
extends its closing beyond 4:00 p.m.  7


Eastern
Time, and continues to value after the time of closing, the Plan Administrator
reserves the right to treat communications received after 4:00 p.m.
Eastern Time as being received as of the beginning of the next day.  1.36Year
of Plan Participationshall mean each twelve (12)
month period during which the Participant is employed on a full-time basis by
the Plan Sponsor, (determined without regard to whether deferrals have been
made by a Participant for any Plan Year), inclusive of any approved leaves of
absence, beginning on the Participants date of entry into this Plan.  1.37Year
of Serviceshall mean each twelve (12) month period during
which the Participant is employed on a full-time basis by the Plan Sponsor,
with a minimum of 1,000 hours of service, inclusive of any approved leaves of
absence, beginning on the Participants date of hire.  ARTICLE 2  Selection, Enrollment, Eligibility  2.1Selection
by Plan Sponsor. 
Participation in this Plan shall be limited to a select group of
management or highly compensated employees of the Plan Sponsor, as determined
by the Plan Sponsor in its sole and absolute discretion.  The initial group of Eligible Employees shall
become Participants on the Effective Date of this Plan.  Any individual selected as an Eligible
Employee after the Effective Date, shall become a Participant on the first
Entry Date occurring on or after the date on which he or she becomes an
Eligible Employee.  2.2Re-Employment.If a Participant who incurs a Separation from
Service is subsequently re-employed by the Plan Sponsor, he or she may at the
sole and absolute discretion of the Plan Administrator, become a Participant in
accordance with the provisions of this Plan.  2.3Enrollment
Requirements.As a
condition to participation in this Plan, each selected Eligible Employee shall
complete, execute, and return to the Plan Administrator a Participation
Agreement and Election Form within the time specified by the Plan
Administrator in accordance with Article 3.  In addition, the Plan Administrator shall
establish such other enrollment requirements as it determines necessary or
advisable.  All elections to defer
Compensation with respect to a Plan Year shall be irrevocable, except as
permitted in the event of an Unforeseeable Emergency pursuant to Paragraph 3.2(d) below.  2.4Plan
Aggregation Rules.This Plan shall constitute an account
balance plan as defined in Treasury Regulations
31.3121(v)(2)-1(c)(1)(ii)(A).  For
purposes of Section 409A, all amounts deferred by or on behalf of a
Participant under this Plan shall be aggregated with deferred amounts under
other account balance plans currently maintained or adopted in the future by
the Plan Sponsor, as required by Applicable Guidance and all amounts shall be
treated as deferred under the rules governing a single plan.  2.5Termination of Participation and/or Deferrals.If the Plan Administrator
determines that a Participant who has not experienced a Separation fromService no
longer  8


qualifies
as a member of a select group of management or highly compensated employees or
that such a Participants participation in the Plan could jeopardize the status
of this Plan as unfunded and maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees, the Plan Administrator shall have the right to
terminate any deferral election the Participant has made for the remainder of
the Plan Year but only to the extent such termination complies with the
requirements of Sections 409A, and/or to prevent the Participant from
making future deferral elections and receiving Plan Sponsor Contribution
Amounts under the Plan.  ARTICLE 3  Contributions and Credits  3.1Annual
Deferral Amount.  (a)Minimum
Deferrals.For each Plan
Year, a Participant may elect to defer Compensation in fixed dollar amounts or
percentages subject to the minimums (if any) set forth in his or her Election
Form.  If the election is made for less
than the stated minimum amount, or if no election is made, the amount deferred
shall be zero.  (b)Maximum
Deferrals.For each Plan
Year, a Participant may elect to defer Compensation in fixed dollar amounts or
percentages subject to the maximums (if any) set forth in his or her Election
Form.  If the election is made for more
than the stated maximum amount, then the amount deferred shall default to the
maximum amount.  3.2Election
to Defer Compensation.  (a)Deferral
Election Rules.A
Participant shall make an election to defer Compensation for each Plan Year on
the Election Form provided by the Plan Sponsor.  For the election to be effective, the
Election Form must be delivered to the Plan Administrator during the Participants
taxable year before the Plan Year in which the services are performed.  If no Election Form is timely delivered
for a Plan Year, the Annual Deferral Amount shall be zero for that Plan
Year.  An election to defer Compensation
shall include an election as to both the time and form of payment.  (b)Short
Plan Year.If an
Eligible Employee becomes a Participant after the beginning of a Plan Year, he
or she may make an initial deferral election within thirty (30) days after the
date he or she first becomes an Eligible Employee with respect to Compensation
paid for services to be performed subsequent to the election.  In the event an election of deferral is made
with respect to an Annual Bonus in the first year of eligibility but after the
beginning of a performance period, the deferral election will apply to the
portion of the Annual Bonus paid for services performed subsequent to the
election and will be calculated based on the total Annual Bonus for the
performance period multiplied by a fraction whose numerator is the number of
days remaining in the performance period after the election and whose
denominator is the total number of days in the performance period.  9


(c)Bonus
Qualifying as Performance-Based Compensation.Not-withstanding anything in Paragraph 3.2(a) or
(b) above to the contrary, to the extent that the Plan Sponsor determines
that an Eligible Employees bonus constitutes Performance-Based Compensation,
within the meaning of Section 409A(a)(4)(B)(iii) of the Code, based
on services performed over a period of at least twelve (12) months, an election
to defer Performance-Based Compensation with respect to a performance period
shall be made on or before the day which is six (6) months before the end
of the performance period.  In no event
may an election to defer Performance-Based Compensation be made after such has
become both substantially certain to be paid and readily ascertainable, within
the meaning of Treasury Regulations 1.409A-2(a)(7).  (d)Terminations
of Deferral Elections Following an Unforeseeable Emergency.If a Participant receives a payment upon an
Unforeseeable Emergency under this Plan, the deferral election for that Plan
Year shall terminate upon payment from his or her Account to the
Participant.  A Participant may again
elect to defer Compensation for any succeeding Plan Year, in accordance with
the terms of this Plan.  3.3Withholding and Crediting
of Annual Deferral Amounts.For each Plan
Year, the Base Salary portion of the Annual Deferral Amount shall be withheld
from each regularly scheduled payroll in approximately equal amounts (or as
otherwise specified by the Plan Administrator), as adjusted from time to time
for increases and decreases in Base Salary if the Annual Deferral Amount with
respect to Base Salary is expressed as a percentage.  The Annual Bonus and/or Performance-Based
Compensation portion of the Annual Deferral Amount shall be withheld at the
time such Compensation otherwise would be paid to the Participant.  Annual Deferral Amounts shall be credited to
a Participants Separation Account at the time such amounts would otherwise
have been paid to a Participant.  3.4Plan
Sponsor Discretionary Contributions.The Plan Sponsor may make discretionary
contributions as it may determine from time to time and may direct that such
contributions be allocated to thoseParticipantsthat it may select.  The amount so credited to a Participant may
be smaller or larger than the amount credited to any other Participant, and the
amount credited to any Participant for a Plan Year may be zero.  No Participant shall have a right to compel
the Plan Sponsor to make a Plan Sponsor discretionary contribution under this Article and
no Participant shall have the right to share in any such contribution for any
Plan Year unless selected by the Plan Sponsor, in its sole and absolute
discretion.  ARTICLE 4  Earnings or Losses on Account(s)  4.1Deemed Investment Options.The Plan Administrator shall select from time
to time certain mutual funds, insurance company separate accounts, indexed
rates or other methods (the Deemed Investment Options) for purposes of
crediting or debiting additional amounts to each Participants Account(s).  The Plan Administrator may discontinue,
substitute or add  10


Deemed Investment Options.  Any
discontinuance, substitution, or addition of a Deemed Investment Option will
take effect as soon as administratively practical.  4.2Allocation
of DeemedEarnings or Losses on
Accounts.  Subject to
Paragraph 4.3 below, each Participant shall have the right to direct the
Plan Administrator as to how the Participants Annual Deferral Amounts and Plan
Sponsor matching and/or discretionary contributions shall be deemed to be
invested, (Deemed Investments), subject to any operating rules and
procedures imposed from time to time by the Plan Administrator.  As of each Valuation Date, the Participants
Account(s) will be credited or debited to reflect the Participants Deemed
Investments.  4.3Deemed
Investment Directions of Participants.  A Participants Deemed Investment directions
for his or her Separation Account and Plan Sponsor Contribution Account shall
be subject to the following rules:  (a)Any initial or subsequent Deemed
Investment direction shall be in writing, on a form supplied by and filed with
the Plan Sponsor (or made in any other manner specified by the Plan
Administrator), and shall be effective on such date as specified by the Plan
Administrator.  (b)AllDeemedInvestment directions shall
continue indefinitely until changed by the Participant in the manner permitted
by the Plan Administrator.  (c)If the Plan
Sponsor receives an initial or revised Deemed Investment direction which it
determines to be incomplete, unclear or improper, the Participants Deemed
Investment direction then in effect shall remain in effect (or, in the case of
a deficiency in an initial Deemed Investment direction, the Participant shall
be deemed to have filed no Deemed Investment direction) until a date so
designated by the Plan Administrator in its sole and absolute discretion,
unless the Plan Administrator provides for, and permits the application of,
corrective action prior to that date.  (d)EachParticipant, as a condition of his or
her participation in the Plan, agrees to indemnify and hold harmless the Plan
Sponsor and the Plan Administrator from any losses or damages of any kind
relating to the Deemed Investment of the Participants Account(s).  (e)Eachreferencein this Article to a
Participant shall be deemed to include, where applicable, the Beneficiary.  (f)In makinganyelection described in this
Article, the Participant shall specify on the deemed investment Election Form (or
in any other manner specified by the Plan Administrator), in increments of at
least one full percent (1.0%), the percentage of the Participants Account(s) to
be allocated to a Deemed Investment Option. 
A Participants election must total one hundred percent (100%).  If the Plan Administrator possesses (or is
deemed to possess, as provided in Paragraph 4.3(c) above) at any time
Deemed Investment directions of less than 100% of a Participants Separation
Account,  11


or Plan Sponsor Contribution Account, the Participant shall be deemed
to have directed that the undesignated portion of the said Account(s) be
deemed to be invested in a money market, fixed income, or similar fund made
available under this Plan as determined by the Plan Administrator.  (g)At the end of
each calendar quarter (or such shorter period as the Plan Administrator may
determine), the Plan Sponsor shall compute the total return for the quarter (or
such shorter period) as to each Participants Deemed Investment Elections and
may reduce such returns for that quarter (or shorter period) by items such as
money management fees, mortality charges, cost of insurance, taxes and deemed
investment expenses associated specifically with each deemed investment
alternative.  The total return for each
deemed investment alternative shall be that deemed investment alternatives
total return for that quarter (or shorter period) reduced by applicable
expenses as described above and approved by the Plan Administrator.  (h)The Deemed
Investment Options are to be used for measurement purposes only, and a
Participants election of any such Deemed Investments, the allocation of such
Deemed Investments to his or her Account(s), the calculation of additional
amounts and the crediting or debiting of such amounts to a Participants
Account(s) shall not be considered or construed in any
manner as an actual investment of his or her Account balance in any such Deemed
Investments.  In the event that the Plan
Sponsor or the trustee of the Trust, in its own discretion, decides to invest
funds in any or all of the investments on which any of the Deemed Investments
are based, no Participant (or Beneficiary) shall have any rights in or to such
investments themselves.  Without limiting
the foregoing, a Participants Account(s) shall at all times be a
bookkeeping entry only and shall not represent any investment made on his or
her behalf by the Plan Sponsor or the Trust. 
The Participant (or Beneficiary) shall at all times remain an unsecured
creditor of the Plan Sponsor.  Any
liability of the Plan Sponsor to any Participant, former Participant, or
Beneficiary with respect to a right to payment shall be based solely upon
contractual obligations created by this Plan.  ARTICLE 5  Vesting
and Taxes  5.1Vesting
of Benefits.  (a)A Participant
shall at all times be 100% vested in his or her Separation Account.  (b)A Participant
shall be vested in his or her Plan Sponsor Contribution Account based on the
schedule below:  12


Completed Years of Service
  
  Vested %Less than 1 year
  
  00.00
  %1 year but less than 2
  
  20.00
  %2 years but less than 3
  
  40.00
  %3 years but less than 4
  
  60.00
  %4 years but less than 5
  
  80.00
  %5 years or more
  
  100.00
  %  (c)A Participant
shall be 100% vested in his or her Plan Sponsor Contribution Account if the
Participants employment is terminated by reason of his or her death, upon the
Participants Disability, or upon a Change of Control.  (d)In the event the
Participants employment is terminated for Cause, no benefits of any kind will
be due or payable under the terms of this Plan from amounts credited to the
Plan Sponsor Contribution Account (as adjusted for deemed investment
performance) and all rights of the Participant, his or her designated
Beneficiary, executors, or administrators, or any other person, to receive
payments thereof shall be forfeited.  5.2FICA,
Withholding and Other Taxes.  (a)Annual
Deferral Amounts.For
each Plan Year in which an Annual Deferral Amount is being withheld from a
Participant, the Plan Sponsor shall withhold from that portion of the
Participants Base Salary, and Performance-Based Compensation that is not being
deferred, in a manner determined in the sole discretion of the Plan Sponsor,
the Participants share of FICA and other employment taxes on such Annual
Deferral Amount.  If necessary, the Plan
Sponsor may reduce all or a portion of the Annual Deferral Amount in order to
comply with this Paragraph 6.2.  (b)Plan
Sponsor Contribution Account.When a Participant becomes vested in a
portion of his or her Plan Sponsor Contribution Account, the Plan Sponsor shall
withhold from the Participants Compensation that is not deferred, in a manner
determined in the sole discretion of the Plan Sponsor, the Participants share
of FICA and other employment taxes on such vested Plan Sponsor Contribution
Account.  If necessary, the Plan Sponsor
may reduce all or a portion of the Annual Deferral Amount in order to comply
with this Paragraph 5.2.  (c)Distributions.  The Plan Sponsor, or trustee of the Trust,
shall withhold from any payments made to a Participant or Beneficiary under
this Plan all federal, state and local income, employment and other taxes
required to be withheld by the Plan Sponsor in a manner elected by the
Participant or Beneficiary (or in the absence of such an election, in a manner
determined in the sole and absolute discretion of the Plan Sponsor or the
trustee of the Trust), provided that such manner complies with applicable tax
withholding requirements.  13


ARTICLE 6  Entitlement to Payment of
Benefits  6.1Method of Payment.A Participant (or his or her Beneficiary)
shall become entitled to receive, on the date designated as provided in Article 6,
a distribution (or commencement of distribution) in an aggregate amount equal
to the Participants Account(s).  (a)Form of
Payment.A Participant,
in connection with his or her commencement of participation in the Plan, may
elect the form of payment for the applicable Permissible Payment Event.  Upon the occurrence of a Permissible Payment
Event, the Participants Account(s) shall be calculated as of the
Valuation Date of said event.  If a
Participant has failed to select a form of payment, his Account(s) shall
be paid in a lump sum.  Installment
payments (if applicable) made after the first payment shall be paid on or about
the applicable modal anniversary of the first payment date until all required
installments have been paid.  The amount
of each payment shall be determined by dividing the value of the Participants
Account(s) immediately prior to such payment by the number of payments
remaining to be paid.  Any unpaid Account
balance shall continue to be deemed to be invested pursuant to Article 4,
in which case any deemed income, gains, losses, or expenses shall be reflected
in the actual payments.  The final
installment payment shall be equal to the balance of the Account, calculated as
of the applicable modal anniversary.  (b)Medium
of Payment.All payments
made under the Plan shall be made in cash.  (c)Definition
of Payment.The term payment
shall be treated as a single payment for purposes of subsequent deferrals of
time or form of payment, within the meaning of section 1.409A-2(b)(4) of
the proposed Treasury Regulations.  (d)Permissible
Payment Events.A
Participant in connection with his or her commencement of participation in this
Plan shall elect on his or her Election Form to receive payment of his or
her Account(s), based on the earlier of the following permissible
payment events:  (i)Separation from
Service,  (ii)Change of
Control,  (iii)Death,  (iv)Disability  6.2Payment Following
Separation From Service.Except as
provided below, a Participant shall be paid his or her vested Account balance
with payments being made or commencing within ninety (90) days following the
Participants Separation from Service.  14


Amounts shall be
distributed according to the form of payment selected by the Participant and
permitted by the Plan.  6.3Payment
Following Disability.Except as provided below, in the event of a qualifying Disability, the
Participant shall be paid his or her vested Account balance with payment or
payments being made or commencing within ninety (90) days following the
determination of a Participants Disability. 
Amounts shall be distributed according to the form of payment selected
by the Participant and permitted by the Plan Sponsor.  6.4Payment
Following Death Prior to Commencement of Retirement Benefits.  In the event of the Participants death while
in the employment of the Plan Sponsor or an Affiliate and prior to commencement
of  benefit payments, the Plan Sponsor
shall pay a death benefit equal to the greater of: (a) the Participants
Vested Account Balance as of the date of his or her death, or (b) a dollar
amount specified in the Participation Agreement and attached hereto.  Amounts shall be distributed according to the
form of payment selected by the Participant and permitted by the Plan Sponsor.  6.5Payment
Following Death After Commencement of Retirement Benefits.  In the event of the Participants death, the
Participants Beneficiary shall be paid the Participants vested Account balance
with payment or payments being made or commencing within ninety (90) days
following the date of death of the Participant. 
Amounts shall be distributed according to the form of payment selected
by the Participant and permitted by the Plan Sponsor.  6.6Payment
Following Change in Control.A Participant shall be paid his or her vested Account balance following
a Change in Control with payments being made or commencing within ninety (90)
days following the Change in Control event, but only to the extent such payment(s) complies
with regulations and other guidance issued by the United States Secretary of
the Treasury or Internal Revenue Service with respect to Section 409A(a)(2)(A)(v) of
the Code.  Amounts shall be distributed
in a single lump sum following a Change in Control Event.  6.7Payment
in the Event of an Unforeseeable Emergency.If the Participant experiences an
Unforeseeable Emergency, the Participant may petition the Plan Administrator
for payment of an amount that shall not exceed the lesser of: (i) the
Participants vested Account(s), or (ii) the amount reasonably needed to
satisfy the Unforeseeable Emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the payment.  A Participant may not receive such a payment
to the extent that the Unforeseeable Emergency is or may be relieved: (a) through
reimbursement or compensation by insurance or otherwise, or (b) by
liquidation of the Participants assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship.  If the Plan Administrator approves a
Participants petition for such a payment then the Participant shall receive
said payment, in a lump sum, as soon as administratively feasible after such
approval.  6.8Subsequent
Changes in the Time or Form of Payment.If permitted by the Plan
Sponsor, but subject to limitations below, a Participant may elect to change
the time or form  15


of
payment to him or her, by submitting a new Election Form to the Plan
Administrator, provided the following conditions are met:  (a)Such change
will not take effect until at least twelve (12) months after the date on which
the new election is made and approved by the Plan Administrator.  (b)If the original
election is pursuant to a specified time or fixed schedule, the change cannot
be made less than twelve (12) months before the date of the first scheduled
original payment,  (c)In the case of
an election related to a payment other than a payment on account of death,
disability, or unforeseeable emergency,the first
payment with respect to which the change is made must be deferred for a period
of not less than five (5) years from the date such payment would otherwise
have been made.  6.9No Accelerations.Notwithstanding anything in this Plan to the contrary, neither the Plan
Sponsor nor a Participant may accelerate the time of any payment or amount
scheduled to be paid under this Plan, except as otherwise permitted by
Applicable Guidance.  The Plan Sponsor
shall deny any change made to an election if the Plan Sponsor determines that
the change violates the requirements of Applicable Guidance.  The Plan Sponsor may, however,accelerate certain distributions
under this Plan to the extent permitted under Applicable Guidance as follows:  (a)Domestic Relations Order. 
Direct payment of a Participants vested Account Balance may be made to
an individual other than a Participant as necessary to fulfill a domestic
relations order, as defined in Section 414(p)(1)(B) of the Code.  (b)Conflicts of Interest. 
Acceleration of the time of payment under this Plan may be made to the
extent necessary to avoid the violation of an applicable Federal, state or
local ethics law or conflicts of interest law.  (c)De Minimis and Specified Amounts. 
The time of payment to a Participant may be accelerated, provided that: (i) the
payment accompanies the termination in the entirety of the Participants
interest in this Plan and all similar plans; and (iii) the sum of all
benefits payable to the Participant under this Plan and all similar plans if
less than or equal to the applicable dollar amount under Section 402(g)(1)(B) of
the Code.  (d)Payment of Employment Taxes. 
The time of a payment to pay the Federal Insurance Contributions Act
(FICA) tax imposed on Compensation deferred by a Participant and Plan Sponsor
contributions under this Plan (the FICA amount) may be accelerated.  Additionally, the acceleration of the time a
payment to pay the income tax on wages imposed as a result of the payment of
the FICA amount, and to pay the additional income tax on wages attributable to
the pyramiding of wages and taxes also is permissible.  However, the total payment under this
acceleration provision may not  16


exceed the
aggregate of the FICA amount plus the income tax required to be withheld with
respect to such FICA amount.  (e)Payment upon Income Inclusion
under Section 409A.  The time of a
payment to a Participant may be accelerated at any time this Plan fails to meet
the requirements of Section 409A and related Treasury Regulations.  However, such payment may not exceed the
amount required to be included in income as a result of the failure to comply
with the requirements of Section 409A and Applicable Guidance.  6.10Unsecured General Creditor
Status of Participant.  (a)Payment to the
Participant or any Beneficiary hereunder shall be made from assets which shall
continue, for all purposes, to be part of the general, unrestricted assets of
the Plan Sponsor and no person shall have any interest in any such asset by
virtue of any provision of this Plan. 
The Plan Sponsors obligation hereunder shall be an unfunded and
unsecured promise to pay money in the future. 
To the extent that any person acquires a right to receive payments from
the Plan Sponsor under the provisions hereof, such right shall be no greater
than the right of any unsecured general creditor of the Plan Sponsor and no
such person shall have or acquire any legal or equitable right, interest or
claim in or to any property or assets of the Plan Sponsor.  (b)In the event
that the Plan Sponsor purchases an insurance policy or policies insuring the
life of a Participant oremployee, to allow the
Plan Sponsor to recover or meet the cost of providing benefits, in whole or in
part, hereunder, no Participant or Beneficiary shall have any rights whatsoever
in said policy or the proceeds therefrom. 
The Plan Sponsor or the Trustee of the Trust shall be the primary owner
and beneficiary of any such insurance policy or property and shall possess and
may exercise all incidents of ownership therein.  (c)In the event that the Plan Sponsor purchases an insurance
policy or policies on the life of a Participant as provided for above, then all
of such policies shall be subject to the claims of the creditors of the Plan
Sponsor.  (d)If the Plan
Sponsor chooses to obtain insurance on the life of a Participant in connection
with its obligations under this Plan, the Participant hereby agrees to take
such physical examinations and to truthfully and completely supply such
information as may be required by the Plan Sponsor or the insurance company
designated by the Plan Sponsor.  6.11Facility of Payment. 
If a distribution is to be made to a minor, or to a person who is
otherwise incompetent, then the Plan Administrator may make such distribution: (i) to
the legal guardian, or if none, to a parent of a minor payee with whom the
payee maintains his or her residence, or (ii) to the conservator or administrator
or, if none, to the person having custody of an incompetent payee.  Any such distribution shall fully discharge
the Plan Sponsor and the Plan Administrator from further liability on account
thereof.  17


6.12Delay inPaymentby Plan Sponsor.  (a)In the case of
payments by the Plan Sponsor to a Participant or Participants Beneficiary, the
deduction for which would be limited or eliminated by the application of Section 162(m) of
the Code, payments that would otherwise violate securities laws, or payments
that would jeopardize the Plan Sponsors ability to continue as a going
concern, said payments may be delayed. 
In the case of deduction limitations imposed by Section 162(m) of
the Code payment will be deferred either to any date in the first calendar year
in which the Plan Sponsor reasonably anticipates that a payment of such amount
would not result in a limitation under Section 162(m) or, if later,
during the period beginning on the day the Participant separates from service
and ending on the later of the last day of the calendar year during which the
separation occurs or the 15thday of the third month following
the separation from service.  Payments
delayed for other permissible reasons must be made in the first calendar year
in which the Plan Sponsor reasonably anticipates that the payment would not
jeopardize the Plan Sponsors ability to continue as a going concern, and the
payment would not result in a violation of Federal securities laws or other
applicable laws.  (b)Treatment
of Payment as Made on Designated Payment Date.  Each payment under this Plan is deemed made
on the required payment date even if the payment is made after such date,
provided the payment is made by the latest of: (i) the end of the calendar
year in which the payment is due; (ii) the 15th day of the third calendar
month following the payment due date; (iii) in case the Plan Sponsor
cannot calculate the payment amount on account of administrative impracticality
which is beyond the Participants control (or the control of the Participants
estate), in the first calendar year in which payment is practicable; (iv) in
case the Plan Sponsor does not have sufficient funds to make the payment
without jeopardizing the Plan Sponsors solvency, in the first calendar year in
which the Plan Sponsors funds are sufficient to make the payment.  6.13Six-Month Delay in Payment
for Specified Employees.Notwithstanding anything herein to the
contrary, in the event a Participant who is a specified employee within the
meaning of Section 409A(a)(2)(B)(i) of the Code is entitled to a
distribution from the Plan due to the Participants Separation from Service,
any payment or the commencement of any installment payment, as the case may be,
shall not occur before the date that is the earlier of (1) six months
following the Participants Separation from Service for reasons other than
death or (2) the Participants death.  ARTICLE 7  Beneficiary Designation  7.1Designation
ofBeneficiaries.  (a)Each
Participant may designate any person or persons (who may be named contingently
or successively) to receive any benefits payable under the Plan upon the
Participants death, and the designation may be changed from time to time by
the  18


Participant by filing a new designation.  Each designation will revoke all prior
designations by the same Participant, shall be in the form prescribed by the
Plan Administrator, and shall be effective only when filed in writing with the
Plan Administrator during the Participants lifetime.  (b)In the absence
of a valid Beneficiary designation, or if, at the time any benefit payment is
due to a Beneficiary, there is no living Beneficiary validly named by the
Participant, the Plan Sponsor shall pay the benefit payment to the Participants
spouse, if then living, and if the spouse is not then living to the Participants
then living descendants, if any, per stripes, and if there are no living
descendants, to the Participants estate. 
In determining the existence or identity of anyone entitled to a benefit
payment, the Plan Sponsor may rely conclusively upon information supplied by
the Participants personal representative, executor or administrator.  (c)If a question
arises as to the existence or identity of anyone entitled to receive a death
benefit payment under the Plan, or if a dispute arises with respect to any
death benefit payment under the Plan, the Plan Sponsor may distribute the
payment to the Participants estate without liability for any tax or other
consequences, or may take any other action which the Plan Sponsor deems to be
appropriate.  7.2Information to be
Furnished by Participants and Beneficiaries; Inability to Locate Participants
or Beneficiaries.Any communication, statement or
notice addressed to a Participant or to a Beneficiary at his or her last post
office address as shown on the Plan Sponsors records shall be binding on the
Participant or Beneficiary for all purposes of this Plan. The Plan Sponsor shall
not be obligated to search for any Participant or Beneficiary beyond the
sending of a registered letter to the last known address.  ARTICLE 8  Termination,
Amendment or Modification  8.1Plan Termination. 
The Plan Sponsor reserves the right to terminate this Plan in accordance
with one of the following, subject to the restrictions imposed by Section 409A
and Applicable Guidance:  (a)Corporate
Dissolution or Bankruptcy.This Plan may be terminated within twelve
(12) months of a corporate dissolution taxed under Section 331 of the
Code, or with the approval of a bankruptcy court pursuant to 11 U.S.C. Section 503(b)(1)(A),
and distributions may then be made to Participants provided that the amounts
deferred under this Plan are included in the Participants gross income in the
latest of:  (i)The calendar
year in which the Plan termination occurs;  (ii)The calendar
year in which the amount is no longer
subject to a substantial risk of forfeiture; or  19


(iii)The first
calendar year in which the payment is
administratively practicable.  (b)Change of Control. 
This Plan may be terminated within the thirty (30) days preceding or the
twelve (12) months following a Change in Control.  This plan will then be treated as terminated
only if all substantially similar arrangements sponsored by the Plan Sponsor or
any of its Affiliates are terminated so that all participants in all similar
arrangements are required to receive all amounts of Compensation deferred under
the terminated arrangements within twelve (12) months of the date of
termination of the arrangements.  (c)Discretionary
Termination.  The Plan
Sponsor may also terminate this Plan and make distributions provided that:  (i)All plans sponsored by the Plan Sponsor
that would be aggregated with any terminated arrangements under Treasury
Regulations 1.409A-1(c) that are terminated;  (ii)No payments other than payments that
would be payable under the terms of this plan if the termination had not
occurred are made within twelve (12) months of this plan termination;  (iii)All payments are made within twenty-four
(24) months of this plan termination; and  (iv)Neither the Plan Sponsor nor any of its
Affiliates adopts a new plan that would be aggregated with any terminated plan
if the same Participant participated in both arrangements, at any time within
five years following the date of termination of this Plan.  The Plan Sponsor
also reserves the right to suspend the operation of this Plan for a fixed or
indeterminate period of time.  8.2Amendment.The Plan Sponsor reserves the right to amend this Plan at any time to
comply with Section 409A and other Applicable Guidance or for any other
purpose, provided that such amendment will not cause the Plan to violate the
provisions of Section 409A.  Except
as this Plan and Applicable Guidance otherwise may require, the Plan Sponsor
may make any such amendments effective immediately.  Except to the extent necessary to bring this
Plan into compliance with Section 409A: (i) no amendment or
modification shall be effective to decrease the value or vested percentage of a
Participants Account(s) in existence at the time an amendment or
modification is made, and (ii) no amendment or modification shall
materially and adversely affect the Participants rights to be credited with
additional amounts on such Account(s), or otherwise materially and adversely
affect the Participants rights with respect to such Account(s).  A change in the Deemed Investment Options
offered under this Plan shall not constitute an amendment or modification that
is materially adverse to the Participants rights with respect to the
Participants Account(s) for purposes of the preceding sentence.  20


ARTICLE 9  Administration  9.1Plan Administrator Duties.The Plan Administrator shall be responsible
for the management, operation and administration of the Plan.  The Plan Administrator shall act at meetings
by affirmative vote of a majority of its members.  Any action permitted to be taken at a meeting
may be taken without a meeting if, prior to such action, a unanimous written
consent to the action is signed by all members and such written consent is
filed with the minutes of the proceedings of the Plan Administrator,provided, however that no member may
vote or act upon any matter which relates solely to himself or herself as a
Participant.  The Chair or any other
member or members of the Plan Administrator designated by the Chair may execute
any certificate or other written direction on behalf of the Plan
Administrator.  When making a
determination or calculation, the Plan Administrator shall be entitled to rely
on information furnished by a Participant or the Plan Sponsor.  No provision of this Plan shall be construed
as imposing on the Plan Administrator any fiduciary duty under ERISA or other
law, or any duty similar to any fiduciary duty under ERISA or other law.  9.2Plan
Administrator Authority.The Plan Administrator shall enforce this
Plan in accordance with its terms, shall be charged with the general
administration of this Plan, and shall have all powers necessary toaccomplishits purposes, including,
but not by way of limitation, the following:  (a)To select the
Deemed Investment Options available from time to time;  (b)To construe and
interpret the terms and provisions of this Plan;  (c)To compute and
certify the amount and kind of benefits payable to Participants and their
Beneficiaries; to determine the time and manner in which such benefits are
paid; and to determine the amount of any withholding taxes to be deducted;  (d)To maintain all
records that may be necessary for the administration of this Plan;  (e)To provide for
the disclosure of all information and the filing or provision of all reports
and statements to Participants, Beneficiaries and governmental agencies as
shall be required by law;  (f)To make and
publish such rules for the regulation of this Plan and procedures for the
administration of this Plan as are not inconsistent with the terms hereof;  (g)To administer
this Plans claims procedures;  (h)To approve
election forms and procedures for use under this Plan; and  21


(i)To appoint a
plan record keeper or any other agent, and to delegate to them such powers and
duties in connection with the administration of this Plan as the Plan
Administrator may from time to time prescribe.  9.3Binding
Effect of Decision.The decision or
action of the Plan Administrator with respect to any question arising out of or
in connection with the administration, interpretation and application of this
Plan and the rules and regulations promulgated hereunder shall be final
and conclusive and binding upon all persons having any interest in this Plan.  9.4Compensation,
Expenses and Indemnity.The Plan Administrator shall serve without compensation for services
rendered hereunder.  The Plan
Administrator is authorized at the expense of the Plan Sponsor to employ such
legal counsel and/or Plan record keeper as it may deem advisable to assist in
the performance of its duties hereunder. 
Expense and fees in connection with the administration of this Plan
shall be paid by the Plan Sponsor.  9.5Plan
Sponsor Information.To enable the
Plan Administrator to perform its functions, the Plan Sponsor shall supply full
and timely information to the Plan Administrator, on all matters relating to
the Compensation of its Participants, the date and circumstances of the
Disability, death, or Separation From Service of its employees who are
Participants, and such other pertinent information as the Plan Administrator
may reasonably require.  9.6Periodic
Statements.Under
procedures established by the Plan Administrator, a Participant shall be
provided a statement of account on an annual basis (or more frequently as the
Plan Administrator shall determine) with respect to such Participants
Accounts.  ARTICLE
10  Claims
Procedures  10.1Claims
Procedure.  This Article is
based on final regulations issued by the Department of Labor and published in
the Federal Register on November 21, 2000 and codified in Section 2560.503-1
of the Department of Labor Regulations. 
If any provision of this Article conflicts with the requirements of
those regulations, the requirements of those regulations will prevail.  (a)Claim.  A Participant or Beneficiary (hereinafter
referred to as a Claimant) who believes he or she is entitled to any Plan
benefit under this Plan may file a claim with the Plan Sponsor.  The Plan Sponsor shall review the claim
itself or appoint an individual or entity to review the claim.  (b)Claim
Decision.  The
Claimant shall be notified within ninety (90) days after the claim is filed
whether the claim is allowed or denied, unless the claimant receives written
notice from the Plan Sponsor or appointee of the Plan Sponsor prior to the end
of the ninety (90) day period stating that special circumstances require an
extension of the time for decision.  Such
extension is not to extend beyond the day which is one hundred eighty (180)
days after the day the claim is filed. 
If the Plan Sponsor  22


denies the claim, it must provide to the Claimant, in writing or by
electronic communication:  (i)The specific
reasons for such denial;  (ii)Specific
reference to pertinent provisions of this Plan on which such denial is based;  (iii)A description
of any additional material or information necessary for the Claimant to perfect
his or her claim and an explanation why such material or such information is
necessary; and  (iv)A description
of the Plans appeal procedures and the time limits applicable to such
procedures, including a statement of the Claimants right to bring a civil
action under Section 502(a) of ERISA following a denial of the appeal
of the denial of the benefits claim.  (c)Review
Procedures.  A request
for review of a denied claim must be made in writing to the Plan Sponsor within
sixty (60) days after receiving notice of denial.  The decision upon review will be made within
sixty (60) days after the Plan Sponsors receipt of a request for review,
unless special circumstances require an extension of time for processing, in
which case a decision will be rendered not later than one hundred twenty (120)
days after receipt of a request for review. 
A notice of such an extension must be provided to the Claimant within
the initial sixty (60) day period and must explain the special circumstances
and provide an expected date of decision. 
The reviewer shall afford the Claimant an opportunity to review and
receive, without charge, all relevant documents, information and records and to
submit issues and comments in writing to the Plan Sponsor.  The reviewer shall take into account all comments,
documents, records and other information submitted by the Claimant relating to
the claim regardless of whether the information was submitted or considered in
the benefit determination.  Upon
completion of its review of an adverse initial claim determination, the Plan
Sponsor will give the Claimant, in writing or by electronic notification, a
notice containing:  (i)its decision;  (ii)the specific
reasons for the decision;  (iii)the relevant
Plan provisions on which its decision is based;  (iv)a statement
that the Claimant is entitled to receive, upon request and without charge,
reasonable access to, and copies of, all documents, records and other
information in the Plans files which is relevant to the Claimants claim for
benefit;  (v)a statement
describing the Claimants right to bring an action for judicial review under
ERISA Section 502(a); and  23


(vi)if an internal
rule, guideline, protocol, or other similar criterion was relied upon in making
the adverse determination on review, a statement that a copy of the rule,
guideline, protocol or other similar criterion will be provided without charge
to the Claimant upon request.  (d)Calculation
of Time Periods.For purposes
of the time periods specified in this Article, the period of time during which
a benefit determination is required to be made begins at the time a claim is
filed in accordance with this Plan procedures without regard to whether all the
information necessary to make a decision accompanies the claim.  If a period of time is extended due to a
Claimants failure to submit all information necessary, the period for making
the determination shall be tolled from the date the notification is sent to the
Claimant until the date the Claimant responds.  (e)Failure
of Plan to Follow Procedures.If the Plan Sponsor fails to follow the
claims procedure required by this Article, a Claimant shall be deemed to have
exhausted the administrative remedies available under this Plan and shall be
entitled to pursue any available remedy under Section 502(a) of ERISA
on the basis that this Plan has failed to provide a reasonable claims procedure
that would yield a decision on the merits of the claim.  (f)Failure
of Claimant to Follow Procedures.A Claimants compliance with the foregoing
provisions of this Article is a mandatory prerequisite to the Claimants
right to commence any legal action with respect to any claim for benefits under
the Plan.  10.2Arbitration
of Claims.  All claims or controversies arising out of or
in connection with this Plan shall, subject to the initial review provided for
in the foregoing provisions of this Article be resolved through
arbitration as provided in this Paragraph 10.2. 
Except as otherwise agreed mutual by the parties, any arbitration shall
be administered under and by the Judicial Arbitration & Mediation
Services, Inc. (JAMS), in accordance with the JAMS procedure then in
effect.  The arbitration shall be held in
the JAMS office nearest to where the Claimant is or was last employed by the
Plan Sponsor or at a mutually agreeable location.  The prevailing party in the arbitration shall
have the right to recover its reasonable attorneys fees, disbursements and
costs of the arbitration (including enforcement of the arbitration decision),
subject to any contrary determination by the arbitrator.  ARTICLE
11  The Trust  11.1Establishment
of Trust.  The Plan Sponsor may establish a grantor
trust, of which the Plan Sponsor is the grantor, within the meaning of subpart
E, part I, subchapter J, subtitle A of the Code, to pay benefits
under this Plan (the Trust).If the Plan Sponsor
establishes the Trust, all benefits payable under this Plan to a Participant
shall be paid directly by the Plan Sponsor from the Trust.  To the extent such benefits are not paid from
the Trust, the benefits shall be paid from the general assets of the Plan
Sponsor.  The Trust, if any, shall be an
irrevocable grantor trust which conforms to the terms of the model trust as
described in IRS  24


Revenue
Procedure 92-64, I.R.B. 1992 33, as same may be amended or modified from time
to time.  If the Plan Sponsor establishes
a Trust, the assets of the Trust will be subject to the claims of the Plan
Sponsors creditors in the event of its insolvency.  Except as may otherwise be provided under the
Trust, the Plan Sponsor shall not be obligated to set aside, earmark or escrow
any funds or other assets to satisfy its obligations under this Plan, and the
Participant and/or his or her designated Beneficiaries shall not have any
property interest in any specific assets of the Plan Sponsor other than the
unsecured right to receive payments from the Plan Sponsor, as provided in this
Plan.  11.2Interrelationship
of the Plan and the Trust.  The provisions of
this Plan shall govern the rights of a Participant to receive distributions
pursuant to this Plan.  The provisions of
the Trust (if established) shall govern the rights of the Participant and the
creditors of the Plan Sponsor to the assets transferred to the Trust.  The Plan Sponsor and each Participant shall
at all times remain liable to carry out its obligations under this Plan.  The Plan Sponsors obligations under this
Plan may be satisfied with Trust assets distributed pursuant to the terms of
the Trust.  11.3Contribution
to the Trust.  Amounts may be contributed by the Plan
Sponsor to the Trust at the sole discretion of the Plan Sponsor.  ARTICLE
12  Miscellaneous  12.1Validity.  In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal orinvalidprovision had
never been inserted herein.  To the
extent any provision of this Plan is determined by the Plan Administrator
(acting in good faith), the Internal Revenue Service, the United States
Department of the Treasury or a court of competent jurisdiction to fail to
comply with Section 409A of the Code or Applicable Guidance with respect
to any Participant or Participants, such provision shall have no force or
effect with respect to such Participant or Participants.  12.2Nonassignability.Neither any Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or convey inadvanceof actual receipt, the
amounts, if any, payable hereunder, or any part hereof, which are,andall rights to which are expressly declared
to be, unassignable and non-transferable. 
No part of the amounts payable shall, prior to actual payment, be
subject to seizure, attachment, garnishment (except to the extent the Plan
Sponsor may be required to garnish amounts from payments due under this Plan
pursuant to applicable law) or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participants or
any other persons bankruptcy or insolvency or be transferable to a spouse as a
result of a property settlement or otherwise. 
If any Participant, Beneficiary or successor in interest is adjudicated
bankrupt or purports to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber transfer, hypothecate, alienate or convey in
advance of actual receipt, the amount, if any, payable hereunder, or any part
thereof, the Plan Administrator, in its  25


discretion,
may cancel such distribution or payment (or any part thereof) to or for the
benefit of such Participant, Beneficiary or successor in interest in such
manner as the Plan Administrator shall direct.  12.3Not
a Contract of Employment.The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between the Plan Sponsor
and the Participant.  Nothing in this
Plan shall be deemed to give aParticipantthe right to
be retained in the service of the Plan Sponsor as an employee or otherwise or
to interfere with the right of the Plan Sponsor to discipline or discharge the
Participant at any time.  12.4Unclaimed
Benefits.  In the case
of a benefit payable on behalf of such Participant, if the Plan Administrator
is unable to locate the Participant or Beneficiary to whom such benefit is
payable, such Plan benefit may beforfeitedto the Plan
Sponsor upon the Plan Administrators determination.  Notwithstanding the foregoing, if, subsequent
to any such forfeiture, the Participant or beneficiary to whom such Plan
benefit is payable makes a valid claim for such Plan benefit, such forfeited
Plan benefit shall be paid by the Plan Administrator to the Participant or
Beneficiary, without interest from the date it would have otherwise been paid.  12.5Governing
Law.Subject to ERISA, the provisions of
this Plan shall be construed and interpreted according to the internal laws of
the State of Texas, without regard to its conflicts of laws principles.  12.6Notice.Any
notice, consent or demand required or permitted to be given under the
provisions of this Plan shall be in writing and shall be signed by the party
giving or making the same.  If such
notice, consent or demand is mailed, it shall be sent by United States certified
mail, postage prepaid, addressed to the addressees last known address as shown
on the records of the Plan Sponsor.  The
date of such mailing shall be deemed the date of notice consent or demand.  Any person may change the address to which
notice is to be sent by giving notice of the change of address in the manner
aforesaid.  12.7Coordination
with Other Benefits.  The
benefits provided for a Participant and Participants Beneficiary under this
Plan are in addition to any other benefits available to such Participant under
any other plan or program foremployeesof the Plan
Sponsor.  This Plan shall supplement and
shall not supersede, modify or amend any other such plan or program except as
may otherwise be expressly provided herein.  12.8Compliance.  A Participant shall havenoright to receive payment with respect to the
Participants Account balance until all legal and contractual obligations of
the Plan Sponsor relating to establishment of the Plan and the making of such
payments shall have been complied with in full.  12.9Successor
Company.  The Plan
maybecontinued after a sale of
assets of the Plan Sponsor, or a merger or consolidation of the Plan Sponsor
into another corporation or entity only if and to the extent that the
transferee, purchaser or successor entity agrees to continue the Plan.  In the event that the Plan is not continued
by the transferee, purchaser or successor entity,  26


the
Plan shall automatically terminate, and the provisions of Paragraph 9.1
shall become operative.  12.10Compliance
with Section 409A and Applicable Guidance.  Notwithstanding anything in this Plan to the
contrary, all provisions of this Plan, including but not limited to the
definitions of terms, elections to defer, and distributions, shall be made in
accordance with and shall comply with Section 409A and any Applicable
Guidance.  The Plan Sponsor will amend
the terms of this Plan retroactively if necessary, to the extent required to
comply with Section 409A and any Applicable Guidance.  No provision of this Plan shall be followed
to the extent that following such provision would result in a violation of Section 409A
or the Applicable Guidance, and no election made by a Participant hereunder,
and no change made by a Participant to a previous election, shall be accepted
by the Plan Sponsor if the Plan Sponsor determines that acceptance of such
election or change could violate any of the requirements of Section 409A
or the Applicable Guidance.  This Plan
and any accompanying forms shall be interpreted in accordance with, and
incorporate the terms and conditions required by Section 409A and the
Applicable Guidance, including, without limitation, any such Treasury
Regulations or other guidance that may be issued after the date hereof.  IN WITNESS WHEREOF,
the Plan Sponsor has signed this amended and restated Plan document as of November 21,
2008.   FGX INTERNATIONAL INC.By:
  /s/ Alec TaylorTitle: Alec Taylor, CEO  27