<PAGE>

                                                                    EXHIBIT 10.3

                            JANUS CAPITAL GROUP INC.

                                DIRECTOR DEFERRED
                                    FEE PLAN

                                 EFFECTIVE AS OF
                                 JANUARY 1, 2005

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                                TABLE OF CONTENTS

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ARTICLE I - INTRODUCTION..............................................................     1

ARTICLE II - DEFINITIONS..............................................................     1
   2.01     ACCOUNT:..................................................................     1
   2.02     BENEFICIARY:..............................................................     1
   2.03     BOARD:....................................................................     2
   2.04     CHANGE IN OWNERSHIP:......................................................     2
   2.05     CODE:.....................................................................     2
   2.06     COMPANY:..................................................................     2
   2.07     DEFERRAL SUBACCOUNT:......................................................     2
   2.08     DISABILITY:...............................................................     3
   2.09     DISTRIBUTION DATE:........................................................     3
   2.10     DIVIDEND EQUIVALENT:......................................................     3
   2.11     ELECTION FORM:............................................................     3
   2.12     ELIGIBLE DIRECTOR:........................................................     3
   2.13     ERISA:....................................................................     4
   2.14     FAIR MARKET VALUE:........................................................     4
   2.15     FEES:.....................................................................     4
   2.16     KEY EMPLOYEE:.............................................................     4
   2.17     MONETARY FEES:............................................................     4
   2.18     MONETARY FEE SUBACCOUNT:..................................................     5
   2.19     PARTICIPANT:..............................................................     5
   2.20     PLAN:.....................................................................     5
   2.21     PLAN ADMINISTRATOR:.......................................................     5
   2.22     PLAN YEAR:................................................................     5
   2.23     SECTION 409A:.............................................................     5
   2.24     SEPARATION FROM SERVICE:..................................................     5
   2.25     SPOUSE:...................................................................     6
   2.26     START DATE:...............................................................     6
   2.27     STOCK:....................................................................     6
   2.28     STOCK FEES:...............................................................     6
   2.29     STOCK FEE SUBACCOUNT:.....................................................     6
   2.30     UNFORESEEABLE EMERGENCY:..................................................     6
   2.31     VALUATION DATE:...........................................................     7

ARTICLE III - ELIGIBILITY AND PARTICIPATION...........................................     7

   3.01     ELIGIBILITY TO PARTICIPATE................................................     7
   3.02     TERMINATION OF ELIGIBILITY TO DEFER.......................................     7
   3.03     TERMINATION OF PARTICIPATION..............................................     7

ARTICLE IV - DEFERRAL OF COMPENSATION.................................................     8

   4.01     DEFERRAL ELECTIONS........................................................     8
   4.02     TIME AND MANNER OF DEFERRAL ELECTION......................................     8
   4.03     FORM OF PAYMENT ELECTION..................................................    10
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                               TABLE OF CONTENTS

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ARTICLE V - INTERESTS OF PARTICIPANTS.................................................    10

   5.01     ACCOUNTING FOR PARTICIPANTS' INTERESTS....................................    10
   5.02     PHANTOM INVESTMENT OF THE MONETARY FEE SUBACCOUNT.........................    11
   5.03     PHANTOM INVESTMENT OF STOCK FEE SUBACCOUNT................................    12
   5.04     VESTING OF A PARTICIPANT'S ACCOUNT........................................    13

ARTICLE VI - DISTRIBUTIONS............................................................    13

   6.01     GENERAL...................................................................    13
   6.02     DISTRIBUTION OF MONETARY FEE SUBACCOUNT UPON SEPARATION FROM SERVICE......    13
   6.03     DISTRIBUTION OF STOCK FEE SUBACCOUNT UPON SEPARATION FROM SERVICE.........    14
   6.04     DISTRIBUTIONS ON ACCOUNT OF DEATH.........................................    15
   6.05     ACCELERATION OF PAYMENTS..................................................    15
   6.06     VALUATION.................................................................    16

ARTICLE VII - PLAN ADMINISTRATION.....................................................    16

   7.01     PLAN ADMINISTRATOR........................................................    16
   7.02     ACTION....................................................................    16
   7.03     POWERS OF THE PLAN ADMINISTRATOR..........................................    17
   7.04     COMPENSATION, INDEMNITY AND LIABILITY.....................................    18
   7.05     TAXES.....................................................................    18
   7.06     CONFORMANCE WITH SECTION 409A.............................................    18

ARTICLE VIII - CLAIMS PROCEDURES......................................................    19

   8.01     CLAIMS FOR BENEFITS.......................................................    19
   8.02     APPEALS OF DENIED CLAIMS..................................................    19
   8.03     SPECIAL CLAIMS PROCEDURES FOR DISABILITY DETERMINATIONS...................    19

ARTICLE IX - AMENDMENT AND TERMINATION................................................    19

   9.01     AMENDMENTS................................................................    19
   9.02     TERMINATION OF PLAN.......................................................    20

ARTICLE X - MISCELLANEOUS.............................................................    20

   10.01       LIMITATION ON PARTICIPANT'S RIGHTS.....................................    20
   10.02       UNFUNDED OBLIGATION OF COMPANY.........................................    20
   10.03       OTHER PLANS............................................................    21
   10.04       RECEIPT OR RELEASE.....................................................    21
   10.05       GOVERNING LAW..........................................................    21
   10.06       GENDER, TENSE AND EXAMPLES.............................................    21
   10.07       SUCCESSORS AND ASSIGNS; NONALIENATION OF BENEFITS......................    21
   10.08       FACILITY OF PAYMENT....................................................    22
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                                       ii

<PAGE>

                            ARTICLE I - INTRODUCTION

      Janus Capital Group Inc. (the "Company") has established the Janus Capital
Group Inc. Director Deferred Fee Plan (the "Plan") to permit eligible members of
the Company's board of directors to defer their fees and certain stock awards
made under its director compensation programs. The Plan was originally adopted
June 12, 2000, and was subsequently restated on May 12, 2004. This document,
which is a complete restatement of the Plan, is effective as of January 1, 2005,
and it shall apply to amounts that are considered deferred after December 31,
2004 for purposes of Section 409A. Prior deferrals shall continue to be governed
by the terms of the May 12, 2004 restatement.

      This document sets forth the terms of the Plan for applicable deferrals,
specifying the group of Directors of the Company's board of directors who are
eligible to make deferrals, the procedures for electing to defer compensation
and the Plan's provisions for maintaining and paying out amounts that have been
deferred.

      The Plan shall be unfunded and unsecured, and amounts deferred by an
Eligible Director are an obligation of the Company.

                            ARTICLE II - DEFINITIONS

      When used in this Plan, the following underlined terms shall have the
meanings set forth below unless a different meaning is plainly required by the
context:

      2.01  Account:

            The account maintained for a Participant on the books of the Company
to determine, from time to time, the Participant's interest under this Plan. The
balance in such Account shall be determined by the Plan Administrator's
delegate. Each Participant's Account shall consist of at least one Deferral
Subaccount for each separate deferral of Monetary Fees or Stock Fees under
Section 4.02. The Plan Administrator's delegate may also establish such
additional Deferral Subaccounts as it deems necessary for the proper
administration of the Plan. The Plan Administrator's delegate may also combine
Deferral Subaccounts to the extent it deems separate accounts are not needed for
sound recordkeeping; provided, that a Monetary Fee Subaccount may not be
combined with a Stock Fee Subaccount and a Stock Fee Subaccount may not be
combined with a Monetary Fee Subaccount. Where appropriate, a reference to a
Participant's Account shall include a reference to each applicable Deferral
Subaccount that has been established thereunder.

      2.02  Beneficiary:

            The person or persons (including a trust or trusts) properly
designated by a Participant, as determined by the Plan Administrator's delegate,
to receive the amounts in one or

                                       1

<PAGE>

more of the Participant's Deferral Subaccounts in the event of the Participant's
death. To be effective, any Beneficiary designation must be in writing, signed
by the Participant, and filed with the Plan Administrator's delegate prior to
the Participant's death. In addition, the designation must meet such other
standards as the Plan Administrator shall require from time to time. If no
designation is validly in effect at the time of a Participant's death or if all
designated Beneficiaries have predeceased the Participant, then the
Participant's Beneficiary shall be his or her Spouse. If the Participant has no
Spouse or if the Participant's Spouse has predeceased the Participant, then the
Participant's Beneficiary shall be his or her children (paid on a per stirpes
basis). If the Participant has no children or if the Participant's children have
predeceased the Participant, then the Participant's Beneficiary shall be his or
her estate. A Beneficiary designation of an individual by name (or name and
relationship) remains in effect regardless of any change in the designated
individual's relationship to the Participant. A Beneficiary designation solely
by relationship (for example, a designation of "Spouse," that does not give the
name of the Spouse) shall designate whoever is the person in that relationship
to the Participant at his or her death. An individual who is otherwise a
Beneficiary with respect to a Participant's Account ceases to be a Beneficiary
when all payments have been made from the Account.

      2.03  Board:

            The Board of Directors of the Company.

      2.04  Change in Ownership:

            To the extent provided in Section 409A(a)(2)(A)(v), a change in the
ownership or effective control of the Company, or in the ownership of a
substantial portion of the assets of the Company.

      2.05  Code:

            The Internal Revenue Code of 1986, as amended from time to time.

      2.06  Company:

            Janus Capital Group Inc., a corporation organized and existing under
the laws of the State of Delaware, or its successor or successors.

      2.07  Deferral Subaccount:

            A subaccount of a Participant's Account maintained to reflect his or
her interest in the Plan attributable to each deferral (or separately tracked
portion of a deferral) of Monetary Fees and Stock Fees, respectively, and
earnings or losses credited to such subaccount in accordance with Article V.
Each Deferral Subaccount shall be classified as either a Monetary Fee Subaccount
or a Stock Fee Subaccount.

                                       2

<PAGE>

      2.08  Disability:

            A Participant shall be considered to suffer from a Disability, if,
in the judgment of the Plan Administrator's delegate, the Participant -

            (a) Is unable to engage in any substantial gainful activity by
      reason of any medically determinable physical or mental impairment which
      can be expected to result in death or can be expected to last for a
      continuous period of not less than 12 months, or

            (b) 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 12 months, receiving income
      replacement benefits for a period of not less than 3 months under an
      accident and health plan covering employees of the Company.

      2.09  Distribution Date:

            Distribution Date shall have the same meaning as Valuation Date;
provided, however, if the Valuation Date is more frequent than once per month,
the Distribution Date shall mean the first day of each month.

      2.10  Dividend Equivalent:

            A Dividend Equivalent shall be provided to reflect the cash, Stock
or other property dividends paid on actual shares of Stock. The amount and
character of the Dividend Equivalent shall be determined by the Plan
Administrator's delegate, to the extent possible, based on the dividends the
Participant's Stock Fee Subaccount would receive if it held actual shares equal
in number to the phantom units existing in the Participant's Stock Fee
Subaccount on the record date of the actual dividend.

      2.11  Election Form:

            The form prescribed by the Plan Administrator's delegate on which a
Participant specifies the amount of his or her Monetary Fees and Stock Fees to
be deferred pursuant to the provisions of Article IV. An Election Form need not
exist in a paper format, and it is expressly contemplated that the Plan
Administrator's delegate may adopt such technologies, including voice response
systems, emails, electronic forms and internet or intranet sites, as it deems
appropriate from time to time.

      2.12  Eligible Director:

            The term, Eligible Director, shall have the meaning given to it in
Section 3.01(b).

                                       3

<PAGE>

      2.13  ERISA:

            Public Law 93-406, the Employee Retirement Income Security Act of
1974, as amended from time to time.

      2.14  Fair Market Value:

            The closing price on the applicable date (or if such date is not a
trading date, the immediately preceding date that is a trading date) for Stock
as reported on the composite tape for securities listed on the New York Stock
Exchange, Inc., rounded to four decimal places.

      2.15  Fees:

            The Monetary Fees and the Stock Fees, collectively.

      2.16  Key Employee:

            Any Eligible Director or former Eligible Director who at any time
during the applicable Plan Year is -

            (a) An officer of the Company having annual compensation greater
      than $130,000 (as adjusted under Code section 416(i)(1));

            (b) A 5-percent owner of the Company; or

            (c) A 1-percent owner of the Company having annual compensation of
      more than $150,000.

            For purposes of (a) above, no more than 50 employees (or, if lesser,
the greater of 3 or 10 percent of the employees) shall be treated as officers.
For purposes of this Section, annual compensation means compensation as defined
in Code section 415(c)(3). The Plan Administrator's delegate shall determine who
is a Key Employee in accordance with Code section 416(i) and the applicable
regulations and other guidance of general applicability issued thereunder or in
connection therewith (including the provisions of Section 416(i)(3) that treat
self employed individuals as employees for purposes of this definition);
provided, that Code section 416(i)(5) shall not apply in making such
determination, and provided further that the applicable Plan Year shall be
determined in accordance with Section 409A and that any modification of the
foregoing definition that applies under Section 409A shall be taken into
account.

      2.17  Monetary Fees:

            Direct monetary remuneration to the extent paid in U.S. dollars to
the Eligible Director by the Company. Monetary Fees shall be limited to the
amount due an Eligible Director for the discharge of his or her duties as a
member of the Board, and shall be reduced for any amounts that the Plan
Administrator recognizes as reducing the amount of Monetary Fees

                                       4

<PAGE>

available for deferral. Monetary Fees shall not include the amount of any
reimbursement by the Company for expenses incurred by the Eligible Director in
the discharge of his or her duties as a member of the Board.

      2.18  Monetary Fee Subaccount:

            The one or more Deferral Subaccounts that track the Participant's
deferrals of Monetary Fees and the earnings and losses applicable thereto.

      2.19  Participant:

            Any Eligible Director who is qualified to participate in this Plan
in accordance with Section 3.01 and who has an Account. An active Participant is
one who is currently deferring under Section 4.01.

      2.20  Plan:

            The Janus Capital Group Inc. Director Deferred Fee Plan, as set
forth herein and as it may be amended and restated from time to time.

      2.21  Plan Administrator:

            The Board or a committee appointed by the Board to administer the
Plan ("Plan Committee"). The Plan Committee shall consist of two or more
directors of the Company, all of whom qualify as "non-employee directors" within
the meaning of Rule 16b-3. The number of members of the Plan Committee shall
from time to time be increased or decreased, and shall be subject to such
conditions, in each case as the Board deems appropriate to permit transactions
in securities (including derivative securities) of the Company pursuant to the
Plan to satisfy such conditions of Rule 16b-3 as then in effect.

      2.22  Plan Year:

            The 12-consecutive month period beginning on January 1 and ending on
December 31.

      2.23  Section 409A:

            Section 409A of the Code and the applicable regulations and other
guidance of general applicability that is issued thereunder.

      2.24  Separation from Service:

            A Participant's separation from service with the Company and all
other Company subsidiaries and affiliates, which meets the requirements of
Section 409A(a)(2)(A)(i).

                                       5

<PAGE>

      2.25  Spouse:

            An individual shall be considered a Participant's Spouse for
purposes of this Plan if - (i) the individual is of the opposite gender to the
Participant, (ii) the individual and the Participant are considered to be
legally married (including a common law marriage, if the common law marriage was
formed in one of the states that permit the formation of a common law marriage),
and (iii) the marriage of the individual and the Participant is recognized on
the relevant day as valid in the state where the Participant resides.

      2.26  Start Date:

            The effective date that this Plan was amended and restated, which is
January 1, 2005.

      2.27  Stock:

            The Company's common stock, $0.01 par value.

      2.28  Stock Fees:

            Restricted Stock awarded to an Eligible Director pursuant to the
1998 Long Term Incentive Stock Plan or any successor plan that is recognized by
the Plan Administrator as eligible for deferral for purposes of this Plan.

      2.29  Stock Fee Subaccount:

            The one or more Deferral Subaccounts that track the Participant's
deferrals of Stock Fees and the earnings and losses applicable thereto.

      2.30  Unforeseeable Emergency:

            A severe financial hardship to the Participant resulting from -

            (a) An illness or accident of the Participant, the Participant's
      Spouse or a dependent (as defined in Code section 152(a)) of the
      Participant;

            (b) Loss of the Participant's property due to casualty; or

            (c) Any other similar extraordinary and unforeseeable circumstances
      arising as a result of events beyond the control of the Participant.

            The Plan Administrator's delegate shall determine the occurrence of
an Unforeseeable Emergency in accordance with Section 409A(a)(2)(B)(ii).

                                       6

<PAGE>

      2.31  Valuation Date:

            Each date as specified by the Plan Administrator from time to time
as of which Participant Accounts are valued in accordance with Plan procedures
that are currently in effect. As of the Start Date, the Valuation Dates are
March 31, June 30, September 30 and December 31. In accordance with procedures
that may be adopted by the Plan Administrator, any current Valuation Date may be
changed. Values are determined as of the close of a Valuation Date or, if such
date is not a business day, as of the close of the immediately preceding
business day.

                  ARTICLE III - ELIGIBILITY AND PARTICIPATION

      3.01  Eligibility to Participate.

            (a) Only Eligible Directors, as defined below, shall be eligible to
      make an initial deferral of compensation under this Plan. During the
      period an individual satisfies all of the eligibility requirements of this
      Section, he or she shall be referred to as an Eligible Director.

            (b) An Eligible Director shall mean any individual who is currently
      a member of the Board and who is not currently an employee of the Company
      or one of its affiliates.

            (c) Each Eligible Director becomes an active Participant on the date
      an amount is first withheld from his or her compensation pursuant to an
      Election Form submitted by the Eligible Director to the delegate of the
      Plan Administrator in accordance with Section 4.01.

      3.02  Termination of Eligibility to Defer.

            A Participant's eligibility to participate actively by making
deferrals under Section 4.01 shall terminate upon the date he or she ceases to
be an Eligible Director. After termination of an individual's eligibility to
make deferrals under the Plan and until termination of participation in
accordance with Section 3.03, the individual shall be an inactive Participant in
this Plan.

      3.03  Termination of Participation.

            An individual, who is a Participant (whether active or inactive)
under the Plan, ceases to be a Participant on the date his or her Account is
fully paid out.

                                       7

<PAGE>

                     ARTICLE IV - DEFERRAL OF COMPENSATION

      4.01  Deferral Elections.

            (a) Each Eligible Director may make an election to defer under the
      Plan any whole percentage of his or her Monetary Fees (up to 100%) in the
      manner described in Section 4.02. Any percentage of Monetary Fees deferred
      by an Eligible Director for a Plan Year shall be deducted in each payment
      period during the Plan Year for which he or she has Monetary Fees and is
      an Eligible Director. In addition, each Eligible Director may make an
      election to defer under the Plan any whole number of shares included in
      his or her Stock Fees (up to the entire award). Any portion of Stock Fees
      elected for deferral by an Eligible Director for a Plan Year shall reduce
      the shares of Stock Fees otherwise payable to the Eligible Director and
      shall be deemed deferred at the time these Stock Fees would otherwise be
      issued to the Director, provided he or she remains an Eligible Director at
      such time.

            (b) Notwithstanding subsection (a) above, the Plan Administrator in
      its discretion may implement rules and procedures from time to time that
      allow Eligible Directors - (1) to elect to defer Monetary Fees and/or
      Stock Fees using other measures, such as deferring Monetary Fees in whole
      dollar amounts and Stock Fees in percentages, or (2) to specify a dollar
      maximum that would limit their deferral elections of Monetary Fees and/or
      Stock Fees.

            (c) To be effective, an Eligible Director's Election Form must set
      forth - (i) the portion of Monetary Fees and/or Stock Fees to be deferred
      in accordance with subsection (a) above (or based on an alternative
      measure in accordance with subsection (b)), (ii) in the case of deferrals
      of Monetary Fees, the initial phantom investment option or options under
      Section 5.02 to which the will be credited initially, (iii) the Eligible
      Director's Beneficiary designation (in accordance with Section 4.02(e)),
      and (iv) any other information that may be required by the Plan
      Administrator from time to time. In addition, the Election Form may, but
      is not required to, include a form of payment election as provided by
      Section 4.03 below. All Election Forms must also meet the requirements of
      Section 4.02 below.

      4.02  Time and Manner of Deferral Election.

            (a) Deferrals of Monetary Fees. Subject to the next two sentences,
      an Eligible Director must make a deferral election for a Plan Year with
      respect to Monetary Fees at least one month prior to the beginning of the
      Plan Year in which the Monetary Fees would otherwise be paid. An
      individual who newly becomes an Eligible Director will have 30 days from
      the date the individual becomes an Eligible Director to make an election
      with respect to compensation earned for payment periods that begin after
      the election is received (if this 30-day period ends later than the
      deadline under the preceding sentence). For purposes of the deferral of
      Monetary Fees relating to services to be

                                       8

<PAGE>

      performed in the 2005 Plan Year, the deferral election must be made by
      January 14, 2005.

            (b) Deferrals of Stock Fees. Stock Fees shall be subject to the
      deferral rules set forth in this subsection.

                  (1) Regular Deferral Rules. Subject to paragraph (2) below and
            the remaining provisions of this paragraph, an Eligible Director
            must make a deferral election for a Plan Year with respect to Stock
            Fees at least one month prior to the beginning of the Plan Year in
            which the Stock Fees are granted. For purposes of the deferral of
            Stock Fees that are granted in the 2005 Plan Year, the deferral
            election must be made by January 14, 2005. To the extent it results
            in a later deferral deadline than applicable under the preceding two
            sentences, an individual who newly becomes an Eligible Director
            during a Plan Year may make a deferral election with respect to his
            or her Stock Fees that relate to services to be performed after the
            date of the election, determined in accordance with Section 409A, so
            long as the deferral election is made within 30 days of the date the
            individual becomes an Eligible Director.

                  (2) Alternate Deferral Rules. If generally applicable guidance
            is issued under Section 409A that allows the Plan to extend the time
            for making deferral elections of Stock Fees until a later date than
            would apply under paragraph (1) (e.g., until the end of the Plan
            Year before the Plan Year in which the Stock Fees become vested),
            then to the extent it would result in a later deferral election
            deadline than applies under paragraph (1) above - (i) the rules of
            this paragraph shall automatically apply beginning as of the day
            such guidance is issued and continuing while such guidance is in
            effect, and (ii) participants shall have until 30 days before the
            latest date by which an election may be made under the guidance to
            make an election under this paragraph.

            (d) General Provisions. A separate deferral election must be made by
      an Eligible Director for each category of compensation that is eligible
      for deferral. If an Eligible Director fails to file a properly completed
      and executed Election Form with the Plan Administrator's delegate by the
      prescribed time, he or she will be deemed to have elected not to defer any
      Monetary Fees or Stock Fees, as the case may be, for the applicable Plan
      Year. An election is irrevocable once received and determined by the
      delegate of the Plan Administrator to be properly completed. Increases or
      decreases in the amount or percentage a Participant elects to defer shall
      not be permitted once an election has become irrevocable. Notwithstanding
      the preceding provisions of this Section, to the extent necessary because
      of circumstances beyond the control of the Eligible Director and in the
      interests of orderly Plan administration (or to avoid undue hardship to an
      Eligible Director), the Plan Administrator may grant an extension of any
      election period or may permit the complete revocation of an election, but
      such extension or revocation shall not permit an election or revocation to
      be made after the latest time permissible for initial elections under
      Section 409A.

                                       9

<PAGE>

            (e) Beneficiaries. To be considered complete, the first Election
      Form filed by a Participant shall designate the Beneficiary to receive
      payment, in the event of his or her death, of the amounts credited to his
      or her applicable Deferral Subaccounts. Any Beneficiary designation made
      on a subsequent Election Form or through a separate Beneficiary
      designation shall apply on an aggregate basis to all of a Participant's
      Deferral Subaccounts. However, a Participant's Beneficiary designation
      shall only be effective if it is signed by the Participant and filed with
      the Plan Administrator's delegate prior to the Participant's death, and if
      it meets such other standards as the Plan Administrator's delegate shall
      require from time to time. A Beneficiary is paid in accordance with the
      terms of a Participant's Election Form, as interpreted by the Plan
      Administrator's delegate in accordance with the terms of this Plan.

      4.03  Form of Payment Election.

            An Eligible Director making a deferral election of Monetary Fees may
(but is not required to) specify a form of payment on his or her Election Form
by designating either a lump sum payment or installment payments for 5, 10, 15
or 20 years. Such form of payment election shall be applicable to the amounts
deferred in the related Monetary Fee deferral election. If an Eligible Director
elects installment payments, the Eligible Director shall also specify whether
installments should be paid quarterly, semi-annually or annually. In addition,
all installment payments shall end with an Eligible Director's 80th birthday.
Therefore, if an Eligible Director elects installments for a period extending
beyond the Eligible Director's 80th birthday, such election shall be treated as
an election for installments over a period of whole and partial years that ends
on the Eligible Director's 80th Birthday. If an Eligible Director fails to make
a form of payment election for Monetary Fees under this Section 4.03, his or her
form of payment shall be as provided in Section 6.02.

                     ARTICLE V - INTERESTS OF PARTICIPANTS

      5.01  Accounting for Participants' Interests.

            Each Participant shall have at least one separate Deferral
Subaccount for each separate deferral of Monetary Fees and Stock Fees made by
the Participant under this Plan. However, the Plan Administrator's delegate may
also combine Deferral Subaccounts to the extent it deems separate accounts are
not needed for sound recordkeeping. A Participant's deferral of Monetary Fees
shall be credited to his or her Account as soon as practicable following the
date when the compensation would have been paid or considered paid to the
Participant in the absence of its deferral. A Participant's deferral of Stock
Fees shall be credited to his or her Account as soon as practicable following
the date when the related stock would be issued (if the deferral occurs prior to
issuance) or when the related stock is no longer issued as a result of the
deferral (if the deferral occurs after issuance in accordance with Section
4.02(b)(2)). A Participant's Account is a bookkeeping device to track the value
of his or her deferrals (and the Company's liability therefor). No assets shall
be reserved or segregated in connection with any Account, and no Account shall
be insured or otherwise secured.

                                       10

<PAGE>

      5.02  Phantom Investment of the Monetary Fee Subaccount.

            (a) Phantom Investment Options. The phantom investment options that
      are available under this Plan for a Participant's Monetary Fee Subaccount
      shall be the following Janus retail mutual funds: (i) Janus Money Market
      Fund, (ii) Janus Flexible Income Fund, (iii) Janus Balance Fund, (iv)
      Janus Global Opportunities Fund, (v) Janus Mid Cap Value Fund, (vi) Janus
      Fund, (vii) Janus Overseas Fund, and (viii) Janus Small Cap Value Fund
      (elections into the Janus Small Cap Value Fund are only available for
      existing Participants in such fund). An amount deferred or transferred
      into one of these options is converted to phantom units of equivalent
      value by dividing such amount by the value of a unit in such fund on the
      date as of which the amount is treated as invested in this option by the
      Plan Administrator. Thereafter, a Participant's interest in each such
      phantom option is valued as of a Valuation Date by multiplying the number
      of phantom units credited to his or her Account on such date by the value
      of a unit in the applicable fund on such date. The Plan Administrator may
      discontinue any phantom investment option with respect to some or all
      Monetary Fee Subaccount, and it may provide rules for transferring a
      Participant's phantom investment from the discontinued option to a
      specified replacement option (unless the Participant selects another
      replacement option in accordance with such requirements as the Plan
      Administrator may apply). The addition of any new phantom investment
      option by the Plan Administrator shall comply with Section 409A.

            (b) Phantom Investment Options Directions. In connection with an
      Eligible Director's first deferral Election Form submitted under the Plan,
      the Eligible Director shall specify in one (1) percent increments how his
      or her Monetary Fee deferrals are to be invested in one or more of the
      phantom investment options offered under this section. Thereafter, the
      Eligible Director - (i) may specify a different investment direction that
      shall apply to his or her future Monetary Fee deferrals, and (ii) may
      reallocate the investment of his or her existing Monetary Fee Subaccount
      by specifying, in one (1) percent increments, how such amounts are to be
      invested among the phantom investment options then offered under the Plan.
      The Plan Administrator may provide that such initial allocations or
      reallocations are to be made in a different increment specified by the
      Plan Administrator. A new investment direction for future Monetary Fee
      deferrals and a reallocation of a Participant's existing Monetary Fee
      Subaccount shall be made using the investment procedures that are provided
      by the Plan Administrator's delegate for this purpose. This procedure may
      include the use of written or electronic forms, as well as the use of a
      voice-response system, as determined by the Plan Administrator's delegate.

            (c) Phantom Investment Options Reallocations. Any investment
      reallocation of a Participant's existing Monetary Fee Subaccount that is
      permitted by subsection (b) shall be effective as of the next Valuation
      Date that occurs at least 30 days after the date the investment
      reallocation is received by the Plan Administrator's delegate. If more
      than one reallocation is received on a timely basis, the reallocation that
      the Plan Administrator's delegate determines to be the most recent shall
      be followed.

                                       11

<PAGE>

            (d) Direction and Reallocation Default Rules. If the Plan
      Administrator's delegate possesses at any time investment directions as to
      the phantom investment of less than all of a Participant's Monetary Fee
      Subaccount, the Participant shall be deemed to have directed that the
      undesignated portion of the Monetary Fee Subaccount be invested in a money
      market phantom investment option offered under the Plan (or if no money
      market investment option is offered, the investment option that most
      nearly resembles a money market investment option).

            (e) Earnings or Losses. As of each Valuation Date, a Participant's
      Monetary Fee Subaccount shall be credited with earnings and gains (and
      shall be debited for expenses and losses) determined as if the amounts
      credited to his or her Monetary Fee Subaccount had actually been invested
      as directed by the Participant in accordance with this Article. The Plan
      provides only for "phantom investments," and therefore such earnings,
      gains, expenses and losses are hypothetical and not actual. However, they
      shall be applied to measure the value of a Participant's Monetary Fee
      Subaccount and the amount of the Company's liability to make deferred
      payments to or on behalf of the Participant.

      5.03  Phantom Investment of Stock Fee Subaccount.

            (a) Phantom Investment in Stock. Deferrals held in a Stock Fee
      Subaccount shall be invested in phantom Company stock. Stock Fees deferred
      into this phantom option are converted using a one-to-one ratio to an
      equivalent number of phantom units of Stock. Thereafter, the value of the
      phantom units shall be determined from time to time under subsection (c)
      below.

            (b) Dividend Equivalents. A Participant's Stock Fee Subaccount shall
      also be credited with Dividend Equivalents as provided in this subsection.
      Dividend Equivalents paid in Stock shall be converted using a one-to-one
      ratio to an equivalent number of phantom units of Stock (with any
      fractional share being converted to a fractional unit), and thereafter
      shall be credited to the Participant's Stock Fee Subaccount. Dividend
      Equivalents paid in cash or other property shall be converted into phantom
      units of Stock (or a fraction of a unit) by dividing the amount of the
      cash or the value of the other property by the Fair Market Value of a
      share of Stock on the date as of which the phantom units are to be
      credited to the Participant's Stock Fee Subaccount. Thereafter, the value
      of the phantom units credited under this subsection shall be determined
      from time to time under subsection (c) below.

            (c) Valuation of Phantom Stock. A Participant's interest in phantom
      Company stock shall be valued as of a Valuation Date by multiplying the
      number of phantom units credited to his or her Stock Fee Subaccount on
      such date by the Fair Market Value of a share of Stock on such date. If
      shares of Stock change by reason of any stock split, stock dividend,
      recapitalization, merger, consolidation, spin-off, combination or exchange
      of shares or other any other corporate change treated as subject to this
      provision by the Plan Administrator, such equitable adjustment shall be
      made in the number and kind of phantom units credited to the Stock Fee
      Subaccount as the Plan

                                       12

<PAGE>

      Administrator may determine to be necessary or appropriate. In no event
      will shares of Stock actually be purchased or held under this Plan, and no
      Participant shall have any rights as a shareholder of Stock on account of
      an interest in this phantom investment option.

      5.04  Vesting of a Participant's Account.

            A Participant's interest in the value of his or her Account shall at
all times be 100 percent vested, which means that it will not forfeit as a
result of his or her Separation from Service. However, a Participant's right to
be paid by the Company remains subject to the claims of the general creditors of
the Company.

                           ARTICLE VI - DISTRIBUTIONS

      6.01  General.

            A Participant's Account shall be distributed as provided in this
Article. In no event shall any portion of a Participant's Account be distributed
earlier than is allowed under Section 409A.

      6.02  Distribution of Monetary Fee Subaccount Upon Separation from
            Service.

            A Participant's Monetary Fee Subaccount shall be distributed upon
the occurrence of a Participant's Separation from Service based on the terms and
conditions of this section.

            (a) Distribution of Monetary Fee Subaccount. Subject to subsection
      (c), upon a Participant's Separation from Service, the value of the
      Participant's Monetary Fee Subaccount shall be distributed (in accordance
      with subsection (b)) as soon as practicable after the occurrence of the
      first Distribution Date that follows his or her Separation from Service.

            (b) Form of Distribution. Subject to subsection (c), if the
      Participant has made a form of payment election (i.e., lump sum or
      installments) pursuant to Section 4.03, then distribution of the
      Participant's Monetary Fee Subaccount shall be made pursuant to such form
      of payment election. If the Participant has not made a form of payment
      election or if the Participant's election is not valid, then the
      Participant's Monetary Fee Subaccount shall be distributed as follows:

                  (1) If the total balance of the Participant's Monetary Fee
            Subaccount, as of the first Distribution Date next following the
            Separation from Service, equals $25,000 or less, the Participant's
            Monetary Fee Subaccount shall be distributed to the Participant as a
            single lump sum as soon as practicable after the first Distribution
            Date that follows the Participant's Separation from Service; or

                                       13

<PAGE>

                  (2) If the total balance of the Participant's Monetary Fee
            Subaccount, as of the first Distribution Date next following the
            Separation from Service, is greater than $25,000, the participant's
            Monetary Fee Subaccount shall be distributed in annual installments
            over a period of 5 years with the first installment being paid as
            soon as practicable after the first Distribution Date that follows
            the Participant's Separation from Service.

            All payments shall be made in cash, unless the Plan Administrator
      makes an advance determination, in its discretion, to settle deferrals in
      units of the mutual funds in which the Participant was invested on a
      phantom basis at the time such distribution is processed (but this
      provision shall not apply to the extent that such discretion is
      impermissible under Section 409A).

            (c) Special Rule for Key Employees. If the Participant is a Key
      Employee as of a date that causes the Participant to be subject to Section
      409A(a)(2)(B)(i), then no distribution may be made before the date which
      is 6 months after the date of the Participant's Separation from Service
      (or, if earlier, the date of death of the Participant). In addition,
      except to the extent that generally applicable Treasury Department
      guidance under Section 409A makes it possible to determine definitively a
      Participant's status as a key employees at separation from service, or
      unless otherwise directed by the Plan Administrator, the delegate of the
      Plan Administrator shall apply the preceding sentence by assuming that all
      Participants who are employed as officers of the Company as of the
      relevant date are Key Employees.

      6.03  Distribution of Stock Fee Subaccount Upon Separation from Service.

            A Participant's Stock Fee Subaccount shall be distributed upon the
occurrence of a Participant's Separation from Service based on the terms and
conditions of this section.

            (a) Distribution of Stock Fee Subaccount. Subject to subsection (c)
      below, upon a Participant's Separation from Service, the value of the
      Participant's Stock Fee Subaccount shall be distributed (in accordance
      with subsection (b)) as soon as practicable after the occurrence of the
      first Distribution Date that follows his or her Separation from Service.

            (b) Form of Distribution. Subject to subsections (c) below, the
      participant's Stock Fee Subaccount shall be distributed to the Participant
      in one lump sum in the form of shares of Stock. Such distribution shall be
      accomplished by converting the number of the Participant's phantom units
      credited to his or her Stock Fee Subaccount into an equivalent number of
      shares of Stock using a one-to-one ratio. Notwithstanding the preceding,
      any fractional stock unit credited to the Participant's Stock Fee
      Subaccount shall be distributed as cash.

            (c) Special Rule for Key Employees. If the Participant is a Key
      Employee as of a date that causes the Participant to be subject to Section
      409A(a)(2)(B)(i), then no distribution may be made before the date which
      is 6 months after the date of the Participant's

                                       14

<PAGE>

      Separation from Service (or, if earlier, the date of death of the
      Participant). In addition, except to the extent that generally applicable
      Treasury Department guidance under Section 409A makes it possible to
      determine definitively a Participant's status as a key employees at
      separation from service, or unless otherwise directed by the Plan
      Administrator, the delegate of the Plan Administrator shall apply the
      preceding sentence by assuming that all Participants who are employed as
      officers of the Company as of the relevant date are Key Employees.

      6.04  Distributions on Account of Death.

            Subject to the next sentence, upon a Participant's death, his or her
Beneficiary shall be paid each Deferral Subaccount still standing to the
Participant's credit under the Plan as soon as practicable after the first
Distribution Date to occur after the Plan Administrator's delegate receives
notification of the Participant's death. Any claim to be paid any amounts
standing to the credit of a Participant in connection with the Participant's
death must be received by the Plan Administrator at least 14 days before any
such amount is paid out by the Plan Administrator. Any claim received thereafter
is untimely, and it shall be unenforceable against the Plan, the Company, the
Plan Administrator, the Plan Administrator's delegate or any other party acting
for one or more of them.

      6.05  Acceleration of Payments.

      Pursuant to the rules and provisions of this section, payment of one or
more specific deferrals may be made earlier than specified in Sections 6.02 and
6.03.

            (a) Disability Payments. If a Participant believes he or she is
      suffering from a Disability, the Participant may file a written request
      with the delegate of the Plan Administrator for accelerated payment of the
      entire amount credited to his or her Account. After a Participant has
      filed a written request pursuant to this subsection, along with all
      supporting material, the Plan Administrator's delegate shall determine
      within 45 days (or such other number of days as allowed by applicable law
      if special circumstances warrant additional time) whether the Participant
      meets the criteria for a Disability. In addition, to the extent required
      under Section 409A, if the Participant applies for disability benefits
      from the Company, the Company shall advise the Plan Administrator's
      delegate and the Plan Administrator's delegate shall proceed to determine
      if the Participant meets the criteria for a Disability under this Plan,
      even if the Participant has yet not applied for accelerated payment from
      this Plan. The Participant shall submit to whatever medical examinations
      are necessary for the Plan Administrator's delegate to make its
      determination. If the Plan Administrator's delegate determines that the
      Participant has satisfied the criteria for a Disability, the Participant's
      Account shall be distributed in a lump sum as soon as practicable after
      the first Distribution Date following such determination.

            (b) Unforeseeable Emergency. If a Participant believes an
      Unforeseeable Emergency has occurred, the Participant or Beneficiary may
      file a written request with the Plan Administrator for accelerated payment
      of all or a portion of the amount credited

                                       15

<PAGE>

      to his or her Account. After a Participant has filed a written request
      pursuant to this subsection, along with all supporting material, the Plan
      Administrator's delegate shall determine within 60 days (or such other
      number of days that is necessary if special circumstances warrant
      additional time) whether the Participant meets the criteria for an
      Unforeseeable Emergency. If the Plan Administrator's delegate determines
      that an Unforeseeable Emergency has occurred, the Participant or
      Beneficiary shall receive a distribution from his or her Account as soon
      as administratively practicable. However, such distribution shall not
      exceed the dollar amount necessary to satisfy the Unforeseeable Emergency
      plus amounts necessary to pay taxes reasonably anticipated as a result of
      the distribution, after taking into account the extent to which the
      Unforeseeable Emergency is or may be relieved through reimbursement or
      compensation by insurance or otherwise or by liquidation of the
      Participant's assets (to the extent the liquidation of such assets would
      not itself cause severe financial hardship).

      6.06  Valuation.

            In determining the amount of any individual distribution pursuant to
this Article, the Participant's Deferral Subaccount shall continue to be
credited with earnings and gains (and debited for expenses and losses) as
specified in Article V until the Valuation Date preceding the distribution. In
determining the value of a Participant's remaining Monetary Fee Subaccount
following an installment distribution, such installment distribution shall
reduce the value of the Participant's Monetary Fee Subaccount as of the close of
the Valuation Date preceding the payment date for such installment. The amount
to be distributed in connection with any installment payment shall be determined
by dividing the value of a Participant's Monetary Fee Subaccount as of such
preceding Valuation Date (determined without application of the preceding
sentence of this section) by the remaining number of installments to be paid
with respect to the Monetary Fee Subaccount.

                       ARTICLE VII - PLAN ADMINISTRATION

      7.01  Plan Administrator.

            The Plan Administrator is responsible for the administration of the
Plan. The Plan Administrator has the authority to name one or more delegates to
carry out certain responsibilities hereunder. Any such delegation shall state
the scope of responsibilities being delegated.

      7.02  Action.

            Action by the Plan Administrator may be taken in accordance with
procedures that the Plan Administrator adopts from time to time or that the
Company's Law Department determines are legally permissible.

                                       16

<PAGE>

      7.03  Powers of the Plan Administrator.

            The Plan Administrator shall administer and manage the Plan and
shall have (and shall be permitted to delegate) all powers necessary to
accomplish that purpose, including (but not limited to) the following:

            (a) To exercise its discretionary authority to construe, interpret,
      and administer this Plan;

            (b) To exercise its discretionary authority to make all decisions
      regarding eligibility, participation and deferrals, to make allocations
      and determinations required by this Plan, and to maintain records
      regarding Participants' Accounts;

            (c) To compute and certify to the Company the amount and kinds of
      payments to Participants or their Beneficiaries, and to determine the time
      and manner in which such payments are to be paid;

            (d) To authorize all disbursements by the Company pursuant to this
      Plan;

            (e) To maintain (or cause to be maintained) all the necessary
      records for administration of this Plan;

            (f) To make and publish such rules for the regulation of this Plan
      as are not inconsistent with the terms hereof;

            (g) To authorize its delegates to delegate to other individuals or
      entities from time to time the performance of any of its delegates' duties
      or responsibilities hereunder;

            (h) To establish or to change the phantom investment options or
      arrangements under Article V;

            (i) To hire agents, accountants, actuaries, consultants and legal
      counsel to assist in operating and administering the Plan; and

            (j) Notwithstanding any other provision of this Plan, the Plan
      Administrator may take any action it deems appropriate in furtherance of
      any policy of the Company respecting insider trading as may be in effect
      from time to time. Such actions may include, but are not limited to,
      altering the effective date of allocations or distributions of Accounts or
      Deferral Subaccounts.

            The Plan Administrator has the exclusive and discretionary authority
to construe and to interpret the Plan, to decide all questions of eligibility
for benefits, to determine the amount and manner of payment of such benefits and
to make any determinations that are contemplated by (or permissible under) the
terms of this Plan, and its decisions on such matters will be final and
conclusive on all parties. Any such decision or determination shall be made in
the absolute and unrestricted discretion of the Plan Administrator, even if (1)
such discretion is

                                       17

<PAGE>

not expressly granted by the Plan provisions in question, or (2) a determination
is not expressly called for by the Plan provisions in question, and even though
other Plan provisions expressly grant discretion or call for a determination. As
a result, benefits under this Plan will be paid only if the Plan Administrator
decides in its discretion that the applicant is entitled to them. In the event
of a review by a court, arbitrator or any other tribunal, any exercise of the
Plan Administrator's discretionary authority shall not be disturbed unless it is
clearly shown to be arbitrary and capricious.

      7.04  Compensation, Indemnity and Liability.

            The Plan Administrator will serve without bond and without
compensation for services hereunder. All expenses of the Plan and the Plan
Administrator will be paid by the Company. To the extent deemed appropriate by
the Plan Administrator, any such expense may be charged against specific
Participant Accounts, thereby reducing the obligation of the Company. No member
of the Plan Committee, and no individual acting as the delegate of the Plan
Committee, shall be liable for any act or omission of any other member or
individual, nor for any act or omission on his or her own part, excepting his or
her own willful misconduct. The Company will indemnify and hold harmless each
member of the Plan Committee and any employee of the Company (or an affiliate,
if recognized as an affiliate for this purpose by the Plan Administrator) acting
as the delegate of the Plan Committee against any and all expenses and
liabilities, including reasonable legal fees and expenses, arising out of his or
her membership on the Plan Committee (or his or her serving as the delegate of
the Committee), excepting only expenses and liabilities arising out of his or
her own willful misconduct.

      7.05  Taxes.

            If the whole or any part of any Participant's Account becomes liable
for the payment of any estate, inheritance, income, employment, or other tax
which the Company may be required to pay or withhold, the Company will have the
full power and authority to withhold and pay such tax out of any moneys or other
property in its hand for the account of the Participant. To the extent
practicable, the Company will provide the Participant notice of such
withholding. Prior to making any payment, the Company may require such releases
or other documents from any lawful taxing authority as it shall deem necessary.

      7.06  Conformance with Section 409A.

            At all times during each Plan Year, this Plan shall be operated in
accordance with the requirements of Section 409A. Any action that may be taken
(and, to the extent possible, any action actually taken) by the Plan
Administrator or the Company shall not be taken (or shall be void and without
effect), if such action violates the requirements of Section 409A. Any provision
in this Plan document that is determined to violate the requirements of Section
409A shall be void and without effect. In addition, any provision that is
required to appear in this Plan document that is not expressly set forth shall
be deemed to be set forth herein, and the Plan shall be administered in all
respects as if such provision were expressly set forth.

                                       18

<PAGE>

                        ARTICLE VIII - CLAIMS PROCEDURES

      8.01  Claims for Benefits.

            If a Participant, Beneficiary or other person (hereafter,
"Claimant") does not receive timely payment of any benefits which he or she
believes are due and payable under the Plan, he or she may make a claim for
benefits to the Plan Administrator. The claim for benefits must be in writing
and addressed to the Plan Administrator. If the claim for benefits is denied,
the Plan Administrator will notify the Claimant within 90 days after the Plan
Administrator initially received the benefit claim. However, if special
circumstances require an extension of time for processing the claim, the Plan
Administrator will furnish notice of the extension to the Claimant prior to the
termination of the initial 90-day period and such extension may not exceed one
additional, consecutive 90-day period. Any notice of a denial of benefits should
advise the Claimant of the basis for the denial, any additional material or
information necessary for the Claimant to perfect his or her claim, and the
steps which the Claimant must take to appeal his or her claim for benefits.

      8.02  Appeals of Denied Claims.

            Each Claimant whose claim for benefits has been denied may file a
written appeal for a review of his or her claim by the Plan Administrator. The
request for review must be filed by the Claimant within 60 days after he or she
received the notice denying his or her claim. The decision of the Plan
Administrator will be communicated to the Claimant within 60 days after receipt
of a request for appeal. The notice shall set forth the basis for the Plan
Administrator's decision. If there are special circumstances which require an
extension of time for completing the review, the Plan Administrator's decision
may be rendered not later than 120 days after receipt of a request for appeal.

      8.03  Special Claims Procedures for Disability Determinations.

            If the claim or appeal of the Claimant relates to Disability
benefits, such claim or appeal shall be processed pursuant to the applicable
provisions of Department of Labor Regulation section 2560.503-1 relating to
Disability benefits, including sections 2560.503-1(d), 2560.503-1(f)(3),
2560.503-1(h)(4) and 2560.503-1(i)(3).

                     ARTICLE IX - AMENDMENT AND TERMINATION

      9.01  Amendments.

            The applicable committee of the Board has the right in its sole
discretion to amend this Plan in whole or in part at any time and in any manner,
including the manner of making deferral elections, the terms on which
distributions are made, and the form and timing of distributions. However,
except for mere clarifying amendments necessary to avoid an inappropriate
windfall, no Plan amendment shall reduce the amount credited to the Account of

                                       19

<PAGE>

any Participant as of the date such amendment is adopted. Any amendment shall be
in writing and adopted by the committee. All Participants and Beneficiaries
shall be bound by such amendment. Any amendments made to the Plan shall be
subject to any restrictions on amendment that are applicable to ensure continued
compliance under Section 409A. Notwithstanding the preceding sentence (but only
if the presence of this provision in the Plan does not cause the Plan to fail to
meet Section 409A prior to when this provision is used in operation), to the
extent that the committee expressly decides to amend this Plan without regard to
the Plan's continuing compliance with Section 409A, such amendment shall be
given effect without regard to the adverse consequences that may occur under
Section 409A.

      9.02  Termination of Plan.

            The Company expects to continue this Plan, but does not obligate
itself to do so. The Company, acting by the committee specified in Section 9.01
or through its Board, reserves the right to discontinue and terminate the Plan
at any time, in whole or in part, for any reason (including a change, or an
impending change, in the tax laws of the United States or any State).
Termination of the Plan will be binding on all Participants (and a partial
termination shall be binding upon all affected Participants) and their
Beneficiaries, but in no event may such termination reduce the amounts credited
at that time to any Participant's Account. If this Plan is terminated (in whole
or in part), the termination resolution shall provide for how amounts
theretofore credited to affected Participants' Accounts will be distributed.
This section is subject to the same restrictions related to compliance with
Section 409A that apply to Section 9.01. In accordance with these restrictions,
the Company intends to have the maximum discretionary authority to terminate the
Plan and make distributions in connection with a Change in Control, and the
maximum flexibility with respect to how and to what extent to carry this out
following a Change in Control, as is permissible under Section 409A.

                           ARTICLE X - MISCELLANEOUS

      10.01 Limitation on Participant's Rights.

            Participation in this Plan does not give any Participant the right
to be retained in the service of the Company (or any right or interest in this
Plan or any assets of the Company other than as herein provided). The Company
reserves the right to terminate the service of any Participant without any
liability for any claim against the Company under this Plan, except for a claim
for payment of deferrals as provided herein.

      10.02 Unfunded Obligation of Company.

            The benefits provided by this Plan are unfunded. All amounts payable
under this Plan to Participants are paid from the general assets of the Company.
Nothing contained in this Plan requires the Company to set aside or hold in
trust any amounts or assets for the purpose of paying benefits to Participants.
Neither a Participant, Beneficiary, nor any other person shall have any property
interest, legal or equitable, in any specific Company asset. This Plan creates
only a contractual obligation on the part of the Company, and the Participant
has the status of a

                                       20

<PAGE>

general unsecured creditor of this Company with respect to amounts of
compensation deferred hereunder. Such a Participant shall not have any
preference or priority over, the rights of any other unsecured general creditor
of the Company. No other entity guarantees or shares such obligation, and no
other entity shall have any liability to the Participant or his or her
Beneficiary.

      10.03 Other Plans.

            This Plan shall not affect the right of any Eligible Director or
Participant to participate in and receive benefits under and in accordance with
the provisions of any other benefit plans which are now or hereafter maintained
by the Company, unless the terms of such other benefit plan or plans
specifically provide otherwise or it would cause such other plan to violate a
requirement for tax favored treatment (or it would cause this Plan or such other
plan to fail to comply with Section 409A).

      10.04 Receipt or Release.

            Any payment to a Participant in accordance with the provisions of
this Plan shall, to the extent thereof, be in full satisfaction of all claims
against the Plan Administrator and the Company, and the Plan Administrator may
require such Participant, as a condition precedent to such payment, to execute a
receipt and release to such effect.

      10.05 Governing Law.

            This Plan shall be construed, administered, and governed in all
respects in accordance with applicable federal law and, to the extent not
preempted by federal law, in accordance with the laws of the State of Delaware
(other than its laws relating to choice of law). If any provisions of this
instrument shall be held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to be fully
effective.

      10.06 Gender, Tense and Examples.

            In this Plan, whenever the context so indicates, the singular or
plural number and the masculine, feminine, or neuter gender shall be deemed to
include the other. Whenever an example is provided or the text uses the term
"including" followed by a specific item or items, or there is a passage having a
similar effect, such passage of the Plan shall be construed as if the phrase
"without limitation" followed such example or term (or otherwise applied to such
passage in a manner that avoids limitation on its breadth of application).

      10.07 Successors and Assigns; Nonalienation of Benefits.

            This Plan inures to the benefit of and is binding upon the parties
hereto and their successors, heirs and assigns; provided, however, that the
amounts credited to the Account of a Participant are not subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, garnishment, execution or levy of any kind, either voluntary or
involuntary, and any attempt to anticipate, alienate, sell, transfer, assign,
pledge, encumber, charge or otherwise dispose of any right to any benefits
payable hereunder, including, any

                                       21

<PAGE>

assignment or alienation in connection with a separation, divorce, child support
or similar arrangement, will be null and void and not binding on the Plan or the
Company. Notwithstanding the foregoing, the Plan Administrator reserves the
right to make payments in accordance with a divorce decree, judgment or other
court order as and when cash payments are made in accordance with the terms of
this Plan from the Deferral Subaccount of a Participant. Any such payment shall
be charged against and reduce the Participant's Account.

      10.08 Facility of Payment.

            Whenever, in the Plan Administrator's opinion, a Participant or
Beneficiary entitled to receive any payment hereunder is under a legal
disability or is incapacitated in any way so as to be unable to manage his or
her financial affairs, the Plan Administrator may direct the Company to make
payments to such person or to the legal representative of such person for his or
her benefit, or to apply the payment for the benefit of such person in such
manner as the Plan Administrator considers advisable. Any payment in accordance
with the provisions of this section shall be a complete discharge of any
liability for the making of such payment to the Participant or Beneficiary under
the Plan.

                                       22