EXHIBIT 10.52

                         UNIROYAL TECHNOLOGY CORPORATION
                           DEFERRED COMPENSATION PLAN

               Effective August 1, 1995, as amended April 3, 2000




                            ARTICLE I - INTRODUCTION

         This Plan is adopted by  Uniroyal  Technology  Corporation,  a Delaware
Corporation  (the  "Company"),  effective  August 1,  1995,  for the  benefit of
certain key employees.

         1.1  Purpose of Plan.  The  purpose of this Plan is to provide  certain
management  employees of the Company with the  opportunity to defer a portion of
their salaries and bonuses otherwise payable to them as employees of the Company
that they are unable to contribute to the Company's  401(k) Savings Plan because
of statutory  maximums  applicable to that plan.  Participation  in this Plan is
intended  to be  limited to those  persons  described  in Section  201(2) of the
Employee  Retirement  Income  Security  Act of 1974  ("ERISA").  The Plan is not
intended to be a qualified  plan under  Section  401(a) of the Internal  Revenue
Code of 1986, as amended.

                            ARTICLE II - DEFINITIONS

         2.1  "Administrator"  means  the  Employee  Benefits  Committee  of the
 Company  appointed  by the Board or such other  person or  committee  as may be
 appointed  from time to time by the Board or by the  Compensation  Committee to
 supervise the administration of the Plan.

         2.2 "Board" means the Board of Directors of the Company.

         2.3 "Code"  means the Internal  Revenue  Code of 1986,  as amended from
 time to time.  Reference  to any  section or  subsection  of the Code  includes
 reference to any comparable or succeeding  provisions of any legislation  which
 amends, supplements or replaces such section or subsection.

         2.4  "Company"  means  Uniroyal  Technology  Corporation,   a  Delaware
 corporation.

         2.5  "Compensation  Committee" means the Compensation  Committee of the
 Board.
         2.6  "Effective Date" means August 1, 1995.

         2.7  "Employee" means a person employed by the Company.

         2.8 "ERISA" means the Employee  Retirement Income Security Act of 1974,
 as amended from time to time.

         2.9  "Named Fiduciary" means the Administrator.

         2.10  "Participant"  means any Employee who participates in the Plan in
 accordance with Article III.

         2.11  "Plan"  means  the  Uniroyal  Technology   Corporation   Deferred
 Compensation  Plan set forth herein,  together with any and all  amendments and
 supplements which may be adopted from time to time in connection with the Plan.

         2.12 "Plan  Year"  means the period  beginning  on August 1, 1995,  and
 ending on the following  December 31, and the twelve-month  period beginning on
 each January 1 thereafter.

         2.13 "President"  means the President of the Company.  "Chief Executive
 Officer" means the Chief Executive Officer of the Company.


                           ARTICLE III - PARTICIPATION

         3.1  Commencement  of  Participation.  Any  management  Employee who is
designated as eligible to be a Participant in the Plan will become a Participant
on the  later  of  August  1,  1995,  or the  date  he or  she  satisfies  these
eligibility  requirements.  The initial Participants in the Plan as of August 1,
1995 shall be designated by the Board. New  Participants  after that date may be
designated  either  by  the  Board,  by  the  Compensation  Committee  or by the
Administrator.  To become a Participant  in the Plan, an eligible  employee must
submit an election to participate in the form prescribed by the Administrator in
writing on or before the day on which  participation  is to begin.  The  Company
will  establish  for  each   Participant  an  unfunded   deferred   compensation
recordkeeping account, as specified in Section 4.3.

         3.2  Cessation  of  Participation.  A  Participant  will  cease to be a
Participant  as of the earlier of (a) the date on which the Plan  terminates and
(b) the  date on  which  there  are no  benefits  held by the Plan on his or her
behalf.

                              ARTICLE IV - BENEFITS

         4.1 Election of Deferral

            (a)  Each  Participant  shall  be  entitled  to make an  irrevocable
            election  to defer  receipt  of up to  $55,000  of the salary or any
            annual  Management   Incentive  Plan  compensation  or  other  bonus
            payments or a  combination  thereof to be earned by the  Participant
            pursuant  to his or her  employment  with the  Company  in each Plan
            Year.  A  Participant  may not defer less than one  percent  (1%) of
            either such  salary or annual  bonus  payments  in any Plan Year.  A
            Participant's  deferral election will apply only to salary or annual
            bonus payments  earned after  execution of the election and delivery
            of it to the Administrator.  Amounts deferred under the Plan will be
            accounted for in the manner described in Section 4.3 hereof.

            (b) Each deferral election is an irrevocable election. A Participant
            may not withdraw an amount  credited to his or her account  until he
            or she is  eligible  to  receive a  distribution  under  the  plan's
            distribution rules set forth in Section 4.4.

            (c) A Participant's initial election to participate in the Plan must
            be delivered to the  Administrator  within 30 days of the first date
            on which the  Participant is eligible to participate in the Plan. An
            Employee who is eligible but does not file a participation  election
            will be deemed to have elected a zero  deferral  election  under the
            Plan. A  Participant  may change his or her election to defer future
            salary  or  annual  bonus  payments  by  submitting  a  supplemental
            election form to the Administrator on or before the first day of any
            Plan Year as of which the change is to become effective.

            (d) A Participant  may terminate his or her election to defer at any
            time by giving written notice thereof to the Company. No termination
            of deferral shall be given retroactive effect, and any such election
            shall make the terminating  Participant ineligible for participation
            until the first day of the next Plan Year.

            (e) The  Company  shall be  responsible  for  payment of any amounts
            deferred   hereunder.   By  electing  to  participate  herein,  each
            Participant agrees to look solely to the Company for payment of such
            amounts.

         4.2 Interest.  In addition to the deferral amounts described in Section
4.1, the Company will pay interest on a Participant's account ("Interest"). Such
interest  will be credited to the  Participant's  account as of the date of each
deferral and will be posted to the Participant's  account on the earliest of the
last day of each Plan Year,  the date of termination of the Plan and the date on
which the Participant shall cease to be employed by the Company.  In the case of
a distribution,  interest will be credited  through the day prior to the date of
distribution.  Any Interest shall be credited only to the Participant's  account
in the Plan and is not payable to the  Participant in cash. The  Participant has
no right to such amounts other than through the  provisions of the Plan relating
to the  distribution of Plan benefits.  Interest will be credited by the Company
within the  limits  described  in this  section  to all  Participants  who defer
earnings  to the Plan during a Plan Year.  For  purposes  of this  section,  the
provisions  of the  Qualified  Savings  Plan  limiting  the  ability  of  highly
compensated  employees from  contributing to and sharing in contributions  under
the Qualified Savings Plan shall not apply.

            (a) Rate of  Interest.  Interest  under the Plan will be paid at the
            rate of seven and 84/100 percent  (7.84%) per annum on each deferral
            by the Participant for the respective pay period or annual bonus and
            on the amounts in the Participant's  account during a Plan Year that
            were contributed during previous Plan Year.

            (b)  Vesting.  A  Participant  is always  fully vested in his or her
            account under the Plan.

         4.3  Deferred  Compensation  Accounts.  A  separate  account  shall  be
established and maintained for each Participant reflecting the salary and annual
bonus amounts  deferred  pursuant to this Plan by the Participant as well as any
Interest credited to the Participant's account.

         4.4      Distributions

            (a)  Distributions  on  Disability,  Retirement  or  Termination  of
            Employment.  A Participant  will be entitled to a distribution  from
            this Plan when the Participant's  employment as an Employee with the
            Company is  terminated  by reason of  disability,  retirement  on or
            after age sixty-five or for any other reason. A Participant may also
            withdraw  all or a portion of the balance of his  account  under the
            Plan as of the last day of any  fiscal  quarter,  provided  that the
            Participant  has given the Company written notice of such withdrawal
            not less than thirty (30) days prior to the end of such quarter.  At
            that time the  Participant  shall be  eligible  to receive  all or a
            portion his or her account  balance as  designated  in the notice of
            withdrawal.  Any  withdrawal  other than under the first sentence of
            this  Section  4.4(a) will be subject to  forfeiture  of ten percent
            (10%) of the amount being so withdrawn.

            (b)  Termination  of  Plan.  If the  Plan is  terminated,  all  Plan
            Participants shall be entitled to receive immediate distributions of
            the entire balances of their accounts under the Plan.

            (c)  Change of  Control.  In the event of a change of control of the
            Company   followed   by  a  material   diminution   of  the  duties,
            compensation or employment  benefits of the Participant prior to the
            termination  of the Plan or the  Participant's  agreement  under the
            Plan,  the  Participant   shall  become  entitled  to  an  immediate
            distribution  of all  benefits  under  this Plan as of the  calendar
            month in which such  diminution  became  effective.  For purposes of
            this  Subsection,  a  "change  in  control"  shall be deemed to have
            occurred  if the  conditions  set forth in any one of the  following
            situations shall have occurred:

              (1) Any Person is or becomes  the  "beneficial  owner"  within the
              meaning of Rule 13d-3 under the  Securities  Exchange  Act of 1934
              (the "Exchange Act"), directly or indirectly, of securities of the
              Company  representing  30% or more of the combined voting power of
              the Company's then outstanding securities; or

              (2) During any period of two consecutive years, individuals who at
              the  beginning  of such  period  constitute  the Board and any new
              director  (other  than a director  designated  by a Person who has
              entered into an agreement with the Company to effect a transaction
              described in paragraphs (a), (c) or (d) of this subsection)  whose
              election by the Board or nomination  for election by the Company's
              stockholders  was approved by a vote of at least  two-thirds (2/3)
              of the directors then still in office who either were directors at
              the beginning of the period or whose  election or  nomination  for
              election was previously so approved  (other than approval given in
              connection with an actual or threatened proxy or election contest)
              cease for any reason to constitute a majority thereof; or

              (3)  The   stockholders   of  the  Company  approve  a  merger  or
              consolidation  of the Company  with any other  corporation,  other
              than (i) a merger  or  consolidation  which  would  result  in the
              voting  securities of the Company  outstanding  immediately  prior
              thereto   continuing   to   represent   (either  by  remaining  or
              outstanding or by being  converted  into voting  securities of the
              surviving  entity  or  parent  entity),  in  combination  with the
              ownership  of any trustee or other  fiduciary  holding  securities
              under an employee benefit plan of the Company, at least 50% of the
              combined  voting power of the voting  securities of the Company or
              such surviving entity (or parent entity)  outstanding  immediately
              after  such  merger  or   consolidation,   or  (ii)  a  merger  or
              consolidation  effected  to  implement a  recapitalization  of the
              Company (or similar  transaction) in which no Person acquires more
              than  30% of the  combined  voting  power  of the  Company's  then
              outstanding securities; or

              (4) The  shareholders  of the  Company  approve a plan of complete
              liquidation  of the  Company  or an  agreement  for  the  sale  or
              disposition  by the  Company  of all or  substantially  all of the
              Company's assets (or any transaction having a similar effect).

              For the  purpose  of this  Subsection,  "Persons"  shall  have the
              meaning given in Section  3(a)(9) of the Exchange Act, as modified
              and used in Sections  13(d) and 14(d) thereof;  however,  a Person
              shall not include (i) the Company or any of its subsidiaries, (ii)
              a trustee or other fiduciary holding  securities under an employee
              benefit plan of the Company or any of its  subsidiaries,  (iii) an
              underwriter temporarily holding securities pursuant to an offering
              of such  securities,  or (iv) a  corporation  owned,  directly  or
              indirectly,  by the  stockholders of the Company in  substantially
              the same proportions as their ownership of stock of the Company.

            (d) Form of Distribution.  The amount due the Participant under this
            Plan  shall  be paid to the  Participant  or,  in the  event  of the
            Participant's death, to the Participant's beneficiary in a cash lump
            sum  within  60 days of the date on which  the  Participant  becomes
            entitled to a distribution.  A Participant's  distribution  shall be
            used  first to  satisfy  any  debit  balance  or other  indebtedness
            Participant may have to the Company.  Further,  if in the opinion of
            the Company's management an immediate cash distribution would have a
            material  adverse effect upon the Company,  the Company may elect to
            pay  the  Participant  in  up to  five  equal  annual  installments,
            including  Interest  on the unpaid  balance at the rate set forth in
            Section 4.2(a) above.

         4.5  Funding.  It is the  intent  of the  Company  that this plan be an
unfunded  plan  for  tax  purposes  and  for  purposes  of  Title  I  of  ERISA.
Notwithstanding  that  intention,  the Company  shall have the option of setting
aside funds to satisfy its liabilities by funding this Plan through the purchase
of  insurance or through the  establishment  of a rabbi trust or the Company may
choose not to set aside funds to satisfy its liabilities under this plan at all.
If the Company  chooses to set aside funds into a rabbi trust,  the terms of the
rabbi  trust  shall  conform  at all  time  to the  terms  of  the  model  trust
promulgated by the Internal  Revenue Service in Revenue  Procedure 92-64. In any
event,  however,  the  rights  of  the  Participant  or any  Beneficiary  of the
Participant  shall  be  those  of an  unsecured  creditor  of the  Company.  Any
insurance  policy or other asset  acquired by the Company shall be deemed not to
be held in trust for the  benefit of the  Participant  and not to be  collateral
security for the performance of the obligations of the Company, but shall remain
a general, unpledged, and unrestricted asset of the Company.

         4.6 Other Benefit Plans.  The amount of each  Participant's  salary and
bonuses which he or she elects to defer under the Plan shall not be deemed to be
compensation  for the  purpose  of  calculating  the  amount of a  Participant's
benefits or  contributions  under a pension plan or  retirement  plan  qualified
under Section 401(a) of the Code, the amount of life insurance payable under any
life insurance plan  established or maintained by the Company,  or the amount of
any disability benefit payments payable under any disability plan established or
maintained  by the Company,  except to the extent  specifically  provided in any
such plan.

                       ARTICLE V - ADMINISTRATION OF PLAN

         5.1 Plan  Administrator.  The administration of the Plan shall be under
the  supervision  of the  Administrator.  It  shall be a  principal  duty of the
Administrator  to see that the Plan is carried out in accordance  with its terms
for the exclusive benefit of Participants without discrimination among them. The
Administrator will have full power to administer the Plan in all of its details,
subject to applicable requirements of law. For this purpose, the Administrator's
powers will  include,  but will not be limited to, the following  authority,  in
addition to all other powers provided by this Plan:

            (a) to make and  enforce  such  rules  and  regulations  as it deems
            necessary or proper for the  efficient  administration  of the Plan,
            including the  establishment  of any claims  procedures  that may be
            required by applicable provisions of law;

            (b) to exercise discretion in interpreting the Plan;

            (c) to exercise discretion in deciding all questions  concerning the
            Plan and the eligibility of any person to participate in the Plan;

            (d) to appoint such agents, counsel,  accountants,  consultants, and
            other  persons as may be  required  to assist in  administering  the
            Plan; and

            (e) to allocate and delegate its responsibilities under the Plan and
            to designate other persons to carry out any of its  responsibilities
            under the Plan, any such allocation,  delegation,  or designation to
            be in writing.

The  decisions  made  by and  the  actions  taken  by the  Administrator  in the
administration  of the Plan shall be final and  conclusive  on all persons.  The
Administrator shall not be liable for any actions taken in good faith.

         5.2 Examination of Records.  The  Administrator  will make available to
each  Participant  for  examination at reasonable  times during normal  business
hours such of the records under the Plan that pertain to the Participant,

         5.3 Reliance on Tables.  In administering  the Plan, the  Administrator
will be  entitled to the extent  permitted  by law to rely  conclusively  on all
tables, valuations,  certificates, opinions, and reports which are furnished by,
or in accordance with the instructions of accountants, counsel, or other experts
employed or engaged by the Administrator.

         5.4   Nondiscriminatory   Exercise  of   Authority.   Whenever  in  the
administration  of the Plan any  discretionary  action by the  Administrator  is
required, the Administrator shall exercise its authority in a non-discriminatory
manner so that all persons  similarly  situated will receive  substantially  the
same  treatment  and so that no  discretionary  acts  are  taken  that  would be
discriminatory under the Code.

         5.5  Indemnification of Administrator.  The Company agrees to indemnify
and to defend to the fullest extent permitted by law any Employee serving as the
Administrator  or  as  a  member  of a  committee  designated  as  Administrator
(including any Employee or former Employee who formerly served as  Administrator
or as a member of such committee)  against all liabilities,  damages,  costs and
expenses (including attorneys' fees and amounts paid in settlement of any claims
approved by the Company)  occasioned by any act or omission to act in connection
with the Plan, if such act or omission is in good faith.

                 ARTICLE VI - AMENDMENT AND TERMINATION OF PLAN

         6.1  Amendment and  Termination.  The Plan may be amended or terminated
when in the sole  opinion  of the  Company  such  amendment  or  termination  is
advisable.  The plan can be amended  retroactively  at any time,  except that it
cannot be  amended  so that it  materially  adversely  affects  the  rights of a
Participant who has vested benefits under the Plan. Any amendment or termination
shall be made by a written  instrument  signed by the Chief Executive Officer or
President and consented to by the Board or the Compensation Committee.

                        ARTICLE VII - CLAIMS FOR BENEFITS

         7.1  Submission of Claim.  Any claim for specific  benefits  under this
Plan shall be submitted to the Administrator.

         7.2 Notice of Denial of Claim.  If a claim for benefits under this Plan
is denied, the Administrator  shall provide notice to the claimant in writing of
the denial within 90 days after its submission. The notice shall be written in a
manner calculated to be understood by the claimant and shall include:

            (a) the specific reason or reasons for the denial;

            (b) specific reference to the pertinent Plan provisions on which the
            denial is based;

            (c)  a  description  of  any  additional   material  or  information
            necessary  for the claimant to perfect the claim and an  explanation
            of why such material or information is necessary; and

            (d) an explanation of the Plan's claims review procedures.

         7.3 Extension of Time. If special circumstances require an extension of
time for processing the initial claim, a written notice of the extension and the
reason therefor shall be furnished to the claimant before the end of the initial
90-day period. In no event shall such extension exceed 90 days.

         7.4 Review of Denial of Claim.  The  decision  on review  shall be made
within  60  days  of  receipt  of  the  request  for  review,   unless   special
circumstances  require  an  extension  of time for  processing,  in which case a
decision  shall be  rendered  as soon as  possible,  but not later than 120 days
after  receipt  of the  request  for  review.  If such an  extension  of time is
required,  written  notice of the  extension  shall be furnished to the claimant
before the end of the original  60-day  period.  The decision on review shall be
made in writing, shall be written in a manner calculated to be understood by the
claimant, and shall include specific references to the provisions of the Plan on
which the denial is based. If the decision on review is not furnished within the
time specified above, the claim shall be deemed denied on review.

                     ARTICLE VIII - MISCELLANEOUS PROVISIONS

         8.1 Information to Be Furnished. Participants shall provide the Company
and the  Administrator  with such  information and evidence,  and shall sign and
deliver such documents, as may reasonably be requested from time to time for the
purpose of administration of the Plan.

         8.2 Limitation of Rights.  Neither the  establishment  of the Plan, nor
any  amendment  thereof,  nor the payment of any  benefits  will be construed as
giving to any  Participant  or any other  person  any legal or  equitable  right
against the Company or Administrator, except as provided herein.

         8.3 Spendthrift  Clause.  No Participant or Beneficiary  shall have the
right to transfer, assign, alienate, anticipate, pledge, or encumber any part of
the  benefits  provided  by this  Plan,  nor shall such  benefits  be subject to
seizure by legal process by any creditor of such Participant or Beneficiary. Any
attempt to effect such a diversion or seizure  shall be deemed null and void for
all purposes  hereunder to the extent permitted by ERISA and the Code.  However,
the  prohibitions  contained  in this  Section  shall not restrict the rights of
setoff set forth in Section 4.4.

         8.4 Plan Not  Contract.  The Plan  shall not be deemed to be a contract
between the Company and any Employee or to be consideration or an inducement for
the  employment of any employee.  No  Participant  in the Plan shall acquire any
right to be retained in the  Company's  employ by virtue of the Plan,  nor, upon
his or her dismissal or upon his or her  voluntary  termination  of  employment,
shall  he or  she  have  any  right  or  interest  in the  Plan  other  than  as
specifically provided herein.

         8.5  Governing  Law. This Plan shall be  construed,  administered,  and
enforced according to the laws of Florida.

         8.6  Construction.  A pronoun  or  adjective  in the  masculine  gender
includes the feminine gender,  and the singular includes the plural,  unless the
context clearly indicates otherwise.

         8.7 Successors. This Plan shall not be terminated by a transfer or sale
of the assets of the  Company or by the merger or  consolidation  of the Company
into or with any other or  entity,  but the Plan shall be  continued  after such
sale,  merger, or  consolidation,  and the transferee,  purchaser,  or successor
entity shall be required as part of the sale, merger, or consolidation to assume
the obligations to the Employer under this Plan and to continue this Plan.

         8.8 Facility of Payment.  Any amounts  payable  hereunder to any person
who is under legal disability or who, in the judgment of the  Administrator,  is
unable to properly manage his or her financial  affairs may be paid to the legal
representative  of such  person or may be applied for the benefit of such person
in any manner which the Administrator may select,  and any such payment shall be
deemed to be payment for such person's account and shall be a complete discharge
of all liability of the Company with respect to the amount so paid.

         8.9  Withholding  Payroll Taxes.  To the extent required by the laws in
effect at the time compensation or deferred  compensation payments are made, the
Company shall  withhold from such  compensation,  or from deferred  compensation
payments made hereunder, any taxes required to be withheld for federal, state or
local government purposes.

         8.10  Administrative  Expenses.  All expenses of administering the Plan
shall be borne by the Plan and may be charged against the Participants' accounts
or any amounts  distributable  hereunder in the manner deemed appropriate by the
Administrator unless such amounts are paid by the Company.

         8.11  Prohibition of Law. Any provision of this Plan  prohibited by the
law of any jurisdiction  shall, as to such  jurisdiction,  be ineffective to the
extent of such prohibition without invalidating the remaining provisions hereof.

         8.12  Liability  of Company.  Except as  otherwise  expressly  provided
herein,  no  member  of the  Board  and no  officer,  employee,  or agent of the
Company,  shall have any  liability to any person based on or arising out of the
Plan except in the case of gross negligence or fraud.

         8.13   Resolution  of  Disputes.   Any  dispute   arising  between  any
Participant  and the  Company  pertaining  to the Plan  shall be  resolved  by a
committee  which shall consist of one or more  appointees of each of the Company
and the Participant. Any expense of legal fees incurred by any party to any such
dispute shall be borne by the party incurring the expense.

         IN WITNESS WHEREOF, this Plan is executed on July _____, 1995.

                             UNIROYAL TECHNOLOGY CORPORATION

                             By:/s/Martin J. Gutfreund
                                    Vice President - Human Resources
                                    and Administration


<PAGE>



                         UNIROYAL TECHNOLOGY CORPORATION
                           DEFERRED COMPENSATION PLAN

                                    EXHIBIT A
                       LISTING OF PARTICIPATING EMPLOYEES

Name of Participating Employee                Date of Participation
------------------------------                ---------------------
Howard R. Curd                                August 15, 1995

Robert L. Soran                               August 15, 1995

George J. Zulanas, Jr.                        August 15, 1995

Oliver J. Janney                              August 15, 1995

Martin J. Gutfreund                           August 15, 1995


<PAGE>


                         UNIROYAL TECHNOLOGY CORPORATION
                           DEFERRED COMPENSATION PLAN
                             DEFERRAL ELECTION FORM

Name (Please Print)_____________________________ Social Security #_____________
                   (Last)       (First)     (MI)

         In  accordance   with  the   provisions  of  the  Uniroyal   Technology
Corporation - Deferred Compensation Plan, I hereby elect to defer the portion of
the salary and annual bonuses specified below that would otherwise be payable to
me for services as an employee, for the period beginning _____, 19__, and ending
___, 19__.

Deferral Amount for Salary:

                                      Amount of Salary Deferred $__________
Deferral Amount for Bonuses:

                                      Amount of Annual Bonus Deferred $________


Beneficiary  Designation:  In the event of my death,  all benefits payable on my
behalf  from the Plan shall be paid to my  beneficiary  designated  below or the
last person that I previously  designated  for this Plan if I have not completed
this section of this form.  Any  designation  of  beneficiary  that I make below
revokes  all prior  designation  that I have made under this Plan.  If I make no
designation  on this or any prior form filed with the  Administrator  under this
Plan, my benefits will be paid to the beneficiary  entitled to my benefits under
the Uniroyal  Technology  Corporation  401(k) Savings Plan or any successor plan
thereto.

Name of Beneficiary_________________________    Relationship__________________

Attach an additional  sheet  describing your  designation if you need additional
space.

I understand that my deferred  amounts and interest  thereon will not be paid to
me until I terminate  employment  with Uniroyal  Technology  Corporation  or its
successor  and will then be paid to me (or to my  beneficiary)  in a lump sum. I
acknowledge  that I have  received a copy of the Plan and that I understand  its
terms and conditions. I acknowledge that this election is irrevocable. By making
this election, I hereby consent to be bound by all of the terms of the Plan.

Date:_______________                  ____________________
                                              Employee

Received and accepted on the ________ day of  _________, 19__.

By: __________________________, On Behalf of the Administrator