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                                                                   EXHIBIT 10.23

BORG-WARNER AUTOMOTIVE, INC.
BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN


                          BORG-WARNER AUTOMOTIVE, INC.
                 BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN


I.       PURPOSE

         The purpose of the Borg-Warner Automotive, Inc. Board of Directors
         Deferred Compensation Plan (the "Plan") is to enhance the Company's
         ability to attract and retain qualified non-employee Directors. The
         Plan was established effective January 1, 1995, and has subsequently
         been amended to permit allocation of deferred amounts to Borg-Warner
         Automotive Stock Unit Accounts. The effective date of this amendment is
         April 18, 1995.

II.      DEFINITIONS

         Where appropriate, references in this Plan to the masculine shall
         include the feminine, and references to the singular shall include the
         plural.

         2.1.     "Beneficiary" means the person or persons so designated by a
                  Participant pursuant to Section 6.3.

         2.2.     "Board of Directors" means the Board of Directors of
                  Borg-Warner Automotive, Inc.

         2.3.     "BWA Stock Unit" means a measure of participation under the
                  Plan which has a value based on the Market Value of Common
                  Stock.

         2.4.     "BWA Stock Unit Account" means the stock unit account
                  described in Section 5.4 to which a Participant may elect to
                  allocate a portion of his annual Retainer Fee each Deferral
                  Year.

         2.5.     "Committee" means the committee of the Company appointed by
                  the Board of Directors to manage and administer the Plan. This
                  Committee shall consist of all or a portion of those members
                  of the Board of Directors who are employees of the Company.

         2.6.     "Common Stock" means Borg-Warner Automotive, Inc.'s $0.01 par
                  value common stock.

         2.7.     "Company" means Borg-Warner Automotive, Inc.

         2.8.     "Deferral Election" means the Borg-Warner Automotive, Inc.
                  Board of Directors Deferred Compensation Plan Election
                  Agreement filed with the Committee by a Participant pursuant
                  to the requirements of Article IV. The Deferral Election shall
                  indicate the percentage of the annual
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                  Retainer Fee that a Participant is deferring, an allocation of
                  the annual Retainer Fee deferral among the Moody's Money
                  Credit Account, the Prime Rate Money Credit Account and the
                  BWA Stock Unit Account, and an election as to the time and
                  form of payment of the amounts deferred and associated
                  earnings or losses.

         2.9.     "Deferral Year" means any calendar year with respect to which
                  a Participant files a Deferral Election, beginning as of
                  January 1, 1995, and continuing until this Plan is terminated.

         2.10.    "Deferred Benefit Account" means the account maintained on the
                  books of the Company for each Deferral Election of a
                  Participant pursuant to Article IV.

         2.11.    "Disability" shall have the same meaning as under the Company-
                  sponsored long-term disability plan then in effect.

         2.12.    "Effective Date" means January 1, 1995. However, the Effective
                  Date with respect to the addition of the BWA Stock Unit
                  Account and related amendments to the Plan shall be April 18,
                  1995.

         2.13.    "Market Value" is defined in Section 5.4(c).

         2.14.    "Moody's Interest Yield" means an annual interest rate equal
                  to the average yield to maturity of the Moody's Corporate AAA
                  Bond Index for the 12 months preceding the relevant Valuation
                  Date. If a distribution is to be made on a date that is not a
                  January 1, the Moody's Interest Yield shall be prorated as
                  appropriate and shall be based on the average yield to
                  maturity of the Moody's Corporate AAA Bond Index for the
                  months since the immediately preceding Valuation Date.

         2.15.    "Moody's Money Credit Account" means the fixed income money
                  credit account described in Section 5.2 to which a Participant
                  may elect to allocate a portion of his Retainer Fee that is
                  deferred for each Deferral Year.

         2.16.    "Participant" means a member of the Board of Directors of the
                  Company (a) who is not an employee of the Company, (b) who is
                  designated to be eligible to participate in the Plan pursuant
                  to Article III and (c) who has made an initial Deferral
                  Election pursuant to Article IV. A director who has deferred a
                  percentage of his Retainer Fee under the Plan shall continue
                  as a Participant until he has received payment of all amounts
                  deferred by him pursuant to his Deferral Elections under the
                  Plan.

         2.17.    "Participant Account" means the account established for each
                  Participant to reflect the total liability of the Company to
                  him for all Deferred Benefit Accounts, as provided in Section
                  5.1.

         2.18.    "Plan" means this Borg-Warner Automotive, Inc. Board of
                  Directors Deferred Compensation Plan, as amended from time to
                  time.

         2.19.    "Prime Rate Interest Yield" means an annual interest rate

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                  equal to the average of the prime lending rate for the 12
                  months preceding the relevant Valuation Date, as published on
                  the first business day of each month in the Wall Street
                  Journal. If a distribution is to be made on a date that is not
                  a January 1, the Prime Rate Interest Yield shall be prorated
                  as appropriate and shall be based on the prime lending rate
                  for the months since the immediately preceding Valuation Date.

         2.20.    "Prime Rate Money Credit Account" means the fixed income money
                  credit account described in Section 5.3 to which a Participant
                  may elect to allocate a portion of his Retainer Fee that is
                  deferred for each Deferral Year.

         2.21.    "Retainer Fee" means the annual Retainer Fee payable during
                  the relevant Deferral Year to a Participant for services
                  rendered as a member of the Board of Directors of the Company.
                  The Retainer Fee does not include payments of any specific
                  service fees (such as meeting fees, chairperson fees, etc.),
                  to members of the Board of Directors.

         2.22.    "Termination of Service" means the Participant's cessation of
                  service with the Board of Directors for any reason whatsoever,
                  whether voluntary or involuntary, including by reason of death
                  or Disability.

         2.23.    "Unforeseeable Financial Emergency" means a severe financial
                  hardship to the Participant resulting from a sudden and
                  unexpected illness of the Participant or a dependent of the
                  Participant, the Participant's Disability, loss of the
                  Participant's property due to a casualty, or other similar
                  extraordinary and unforeseeable circumstances arising as a
                  result of events beyond the control of the Participant. The
                  Committee shall determine, in its sole discretion, whether an
                  Unforeseeable Financial Emergency exists.

         2.24.    "Unscheduled Withdrawal" is defined in Section 6.7.

         2.25.    "Valuation Date" means the date on which the value of a
                  Participant's Deferred Benefit Account is determined, as
                  provided in Article V hereof. The first day of each Deferral
                  Year shall be a Valuation Date, and other Valuation Dates with
                  respect to a particular Participant may be established by the
                  Committee (i) in order to credit dividends to Participants'
                  BWA Stock Unit Accounts on each dividend payment date, as
                  provided in Section 5.6, (ii) in the case of an Unforeseeable
                  Financial Emergency, as provided in Section 6.6, (iii) in the
                  event of termination of the Plan pursuant to Section 9.2, and
                  (iv) at any other time it deems necessary for the prudent
                  administration of the Plan, including any other dates
                  specifically mentioned in the Plan.

III.     ELIGIBILITY AND PARTICIPATION

         Participation in the Plan shall be limited to all non-employee members
         of the Board of Directors who elect to participate in the Plan by
         filing a Deferral Election with the Committee pursuant to Article IV. A
         Participant who has made a Deferral Election for

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         one or more Deferral Years but does not make a Deferral Election (or
         elects not to defer a percentage of his annual Retainer Fee) in a
         subsequent Deferral Year shall continue as a Participant until all
         benefits under the Plan have been distributed to him.

IV.      DEFERRAL ELECTIONS

         4.1.     Time of Election. Deferral Elections made with respect to the
                  Deferral Year commencing on the initial Effective Date shall
                  be made within 30 days following that Effective Date. Deferral
                  Elections made for subsequent Deferral Years shall be made no
                  later than 30 days prior to the commencement of the applicable
                  Deferral Year. A new non-employee member of the Board of
                  Directors shall be eligible to participate in the Plan if he
                  files a Deferral Election with the Committee within 30 days of
                  his commencement of service as a member of the Board of
                  Directors.

         4.2.     Minimum and Maximum Deferral and Form of Election. Prior to
                  the beginning of each Deferral Year, each Participant may
                  elect to defer up to 100% of his Retainer Fee, in increments
                  of 5%. The Participant may also elect not to defer any portion
                  of his Retainer Fee in a Deferral Year. In each Deferral
                  Election, the Participant shall specify the percentage of
                  deferred Retainer Fee (in increments of 5%) that is to be
                  allocated to the Moody's Money Credit Account, the percentage
                  of his deferred Retainer Fee to be allocated to the Prime Rate
                  Money Credit Account, and the percentage of his deferred
                  Retainer Fee to be allocated to the BWA Stock Unit Account.
                  The Participant shall also elect one or more times and forms
                  of distribution, as specified in Section 6.1. Once a
                  Participant makes an election pursuant to this Section, he may
                  not change such election, except as indicated elsewhere in the
                  Plan. A Participant's Deferral Election shall become effective
                  after the Committee reviews it and deems it complete. The
                  Committee shall notify the Participant upon accepting the
                  Deferral Election.

                  A Participant shall complete a separate Deferral Election for
                  each Deferral Year. The amount of any Retainer Fee deferred
                  pursuant to each Deferral Election must remain in the Plan
                  until the Participant's sixty-fifth (65th) birthday or his
                  Termination of Service (as elected by the Participant, subject
                  to the provisions of Section 6.1) unless the Committee elects
                  to distribute such amounts due to an Unforeseeable Financial
                  Emergency (pursuant to Section 6.6).


                  At the time of a Participant's initial Deferral Election, he
                  shall also elect a Beneficiary and form of payment to such
                  Beneficiary, on a Beneficiary designation form provided by the
                  Committee, as provided in Section 6.3.

         4.3.     Timing of Deferral Credits. The percentage amount of a
                  Retainer Fee that a Participant elects to defer in the
                  Deferral Election shall cause an equivalent reduction in the
                  amount of the Retainer Fee actually paid in cash to the
                  Participant for that year. Retainer Fee deferrals shall be
                  credited to each Participant's appropriate Deferred Benefit

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                  Account as of the January 1 immediately following the relevant
                  Deferral Year. For example, any Retainer Fee payable to the
                  Participant during 1995 shall be credited to his Participant
                  Account as of January 1, 1996. Such amounts shall be credited
                  to the Participant's Moody's Money Credit Account, the Prime
                  Rate Money Credit Account, and the BWA Stock Unit Account in
                  the percentages elected pursuant to Section 4.2. Amounts
                  credited to the BWA Stock Unit Account shall be converted to
                  BWA Stock Units, as provided in Section 5.4(a).

         4.4.     Failure to Submit Election Forms. If a Participant fails to
                  submit a Deferral Election within the relevant time limit
                  under Section 4.1, the Participant will be deemed to have
                  elected to defer 0% of his Retainer Fee for the Deferral Year
                  for which such Deferral Election is required.

         4.5.     Nullification of Deferral Elections. Notwithstanding the
                  submission of Deferral Elections pursuant to this Article, the
                  Committee may nullify or modify such elections upon
                  determination that an Unforeseeable Financial Emergency
                  exists. This nullification may be in addition to any
                  distribution allowed under Section 6.6 and shall be applied so
                  as to avoid the application of the short-swing profit rules of
                  Section 16(b) of the Securities Exchange Act of 1934.

V.       STATUS OF DEFERRED AMOUNTS

         5.1.     Participant Account.

                  (a)      Establishment and Crediting of Contributions,
                           Earnings, and Dividends. The Company shall establish
                           a Participant Account for each Participant to reflect
                           accurately its total liability to him for all
                           Deferred Benefit Accounts. The Participant Account
                           shall be credited with all amounts deferred by a
                           Participant under each Deferral Election, any
                           interest earned on amounts deferred in the Moody's
                           Money Credit Account or the Prime Rate Money Credit
                           Account, and any dividends and appreciation or
                           depreciation in the Market Value of the BWA Stock
                           Units in the Participant's BWA Stock Unit Account.

                  (b)      Sub-Accounts. Each Participant Account shall contain
                           sub-accounts for each Deferred Benefit Account, and
                           shall reflect amounts in such Deferred Benefit
                           Account that are attributable to the Retainer Fee
                           deferred under the applicable Deferral Election, and
                           such sub-accounts shall indicate whether amounts are
                           allocated to the Moody's Money Credit Account, the
                           Prime Rate Money Credit Account or the BWA Stock Unit
                           Account. Each such sub-account shall be credited
                           with, and shall reflect the total amount attributable
                           to, the Moody's Interest Yield, the Prime Rate
                           Interest Yield or the BWA Stock Unit value and
                           dividends, as appropriate.

         5.2.     Moody's Money Credit Account. Amounts in a Participant Account
                  that have been allocated to the Moody's Money Credit



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                  Account shall earn interest at the Moody's Interest Yield.
                  Interest shall be compounded annually and credited each
                  January 1, until all amounts allocated to the Moody's Money
                  Credit Account have been distributed to or withdrawn by the
                  Participant.

         5.3.     Prime Rate Money Credit Account. Amounts in a Participant
                  Account that have been allocated to the Prime Rate Money
                  Credit Account shall earn interest at the Prime Rate Interest
                  Yield. Interest shall be compounded annually and credited each
                  January 1, until all amounts allocated to the Prime Rate Money
                  Credit Account have been distributed to or withdrawn by the
                  Participant.

         5.4.     BWA Stock Unit Account. A Participant's BWA Stock Unit Account
                  shall be expressed in terms of BWA Stock Units, which
                  represent units of Common Stock to the nearest one-hundredth
                  of a share.

                  (a)      Converting Deferred Retainer Fee to BWA Stock Units.
                           Amounts in a Participant Account that have been
                           allocated to the BWA Stock Unit Account shall be
                           converted to BWA Stock Units. The number of BWA Stock
                           Units credited to the account will be determined by
                           dividing the amount of deferred Retainer Fee credited
                           to this account on the January 1 immediately
                           following the relevant Deferral Year by the Market
                           Value of a share of Common Stock as of December 31 of
                           the relevant Deferral Year.

                  (b)      Converting Dividends to BWA Stock Units. Whenever the
                           Company pays a dividend on its Common Stock, in cash
                           or in property, at a time when a Participant has BWA
                           Stock Units credited to his BWA Stock Unit Account,
                           the Participant shall receive a number of additional
                           BWA Stock Units equal to the result of first
                           multiplying the number of BWA Stock Units in his BWA
                           Stock Unit Account by the dividend paid on each share
                           of Common Stock and then dividing this amount by the
                           Market Value of Common Stock on the date that the
                           dividend is paid.

                  (c)      Market Value. The "Market Value" of a share of Common
                           Stock on a particular day shall be the closing price
                           of such share on the New York Stock Exchange on the
                           day in question, or the day of the last previous sale
                           if there is not any sale on the day in question.

                  (d)      Other Adjustments. In the event of a stock dividend
                           on Common Stock or any split-up or combination of
                           shares of Common Stock, or any other change therein,
                           an appropriate adjustment shall be made in the
                           aggregate number of BWA Stock Units then credited to
                           the Participant's BWA Stock Unit Account so as to
                           give effect to the extent practicable to such change
                           in the capital structure of the Company and to the
                           purpose and intent of the Plan.

         5.5.     Transfers Between Accounts. A Participant may elect to make
                  transfers between and among his Moody's Money Credit Account




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                  and his Prime Rate Money Credit Account in accordance with the
                  following provisions:

                  (a)      A Participant may elect to make only one such
                           transfer each Deferral Year, under procedures
                           established by the Committee.

                  (b)      Each transfer shall be effective and credited as of
                           the January 1 next following the date the Participant
                           makes the transfer election.

                  (c)      Transfers must be in an amount that equals or exceeds
                           the lesser of $1,000 or the entire balance of the
                           account from which the transfer is made.

                  (d)      In no event will a Participant be allowed to make any
                           transfers either to or from his BWA Stock Unit
                           Account. Amounts credited to a Participant's BWA
                           Stock Unit Account shall remain in such account until
                           distributed or withdrawn from such account pursuant
                           to Article VI.

         5.6.     Determination of Account. Each Participant Account as of each
                  Valuation Date shall consist of the balance of the Participant
                  Account as of the immediately preceding Valuation Date, plus
                  any Retainer Fee deferred and credited pursuant to Section 4.2
                  and transfers credited pursuant to Section 5.5. The
                  Participant Account shall be reduced by the amount of all
                  withdrawals, transfers and distributions, if any, made from
                  such Participant Account as of the current Valuation Date or
                  since the preceding Valuation Date.

                  With respect to amounts in the Moody's Money Credit Account,
                  the appropriate Moody's Interest Yield shall be credited on
                  the balance of the Moody's Money Credit Account as of the
                  immediately preceding Valuation Date. Similarly, with respect
                  to amounts in the Prime Rate Money Credit Account, the
                  appropriate Prime Rate Interest Yield shall be credited on the
                  balance of the Prime Rate Money Credit Account as of the
                  immediately preceding Valuation Date. With respect to amounts
                  in the BWA Stock Unit Account, the amounts will be deemed to
                  be invested in the BWA Stock Units, each of which has a value
                  equal to the Market Value of a share of Common Stock on the
                  date immediately preceding the Valuation Date, and any
                  dividend equivalent to be added shall be calculated based on
                  the number of BWA Stock Units to the credit of the Participant
                  on the immediately preceding Valuation Date. The Committee
                  shall advise each Participant of the balance in his
                  Participant Account at least annually (on a date to be
                  determined by the Committee).

         5.7.     Vesting of Participant Account. A Participant shall be 100
                  percent vested in all amounts credited to his Participant
                  Account at all times.

VI.      DISTRIBUTIONS AND WITHDRAWALS OF BENEFITS

         6.1.     Distribution Options. When making a Deferral Election pursuant
                  to Section 4.2, the Participant must elect one of the
                  following alternative forms of payment for each related
                  Deferred Benefit Account:




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                  (a)      Approximately equal monthly installments for a period
                           of 5, 10, 15 or 20 years payable on the first day of
                           each month commencing on the January 1 next following
                           the Participant's sixty-fifth (65th) birthday or
                           Termination of Service, according to the option
                           chosen by the Participant.

                  (b)      A lump sum payable on the January 1 next following
                           the Participant's sixty-fifth (65th) birthday or
                           Termination of Service, according to the option
                           chosen by the Participant.

                  Notwithstanding subsections (a) and (b) above, any Participant
                  who is age sixty-five (65) or older in the relevant Deferral
                  Year must elect to commence payment of any Deferred Benefit
                  Account for such Deferral Year on the January 1 next following
                  his Termination of Service.

         6.2.     Change in Distribution Options. At least 24 months (or more)
                  prior to the expiration of the Participant's term as a member
                  of the Board of Directors or the Participant's sixty-fifth
                  (65th) birthday, whichever occurs first, a Participant may
                  submit a written election to the Committee to change the
                  commencement of payment of one or more Deferred Benefit
                  Accounts from Termination of Service to age 65 or change the
                  form of payment elected for such Deferred Benefit Account(s)
                  from installment payment to lump sum without penalty;
                  provided, however, that if the Participant subsequently incurs
                  a Termination of Service within the 24 months immediately
                  succeeding such election change, the election change shall be
                  null and void and the original election shall be reinstated.
                  However, any other changes elected by the Participant shall
                  result in a 10% reduction before payment of the relevant
                  Deferred Benefit Account. This includes, but is not limited
                  to, (a) an election to change from a lump sum payment to
                  installment payments or (b) an election to defer commencement
                  of payment that is submitted to the Committee less than 24
                  months prior to the expiration of the Participant's term. The
                  Participant shall only be subjected to one 10% reduction in
                  each affected Deferred Benefit Account at one time, regardless
                  of the number of changes in form of payment that a Participant
                  elects at that time.

         6.3.     Designation of Beneficiary and Form of Death Benefit. Each
                  Participant must designate at least one individual or other
                  entity as a Beneficiary (on a Beneficiary designation form
                  provided by the Committee) in the event of the Participant's
                  death. The Participant may also designate one or more
                  contingent beneficiaries. The Participant shall also designate
                  a form of death benefit from among the following: lump sum
                  payment or monthly payments for a period of 5, 10, 15 or 20
                  years. The form of death benefit elected shall apply to the
                  full amount of the Participant's Account. All forms of benefit
                  shall commence as of the January 1 next following the
                  Participant's death.



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         6.4.     Death Prior to Termination of Service. Upon the death of a
                  Participant prior to his Termination of Service, the
                  Beneficiary of the deceased Participant shall be entitled to a
                  death benefit equal to the value of the Participant Account as
                  determined under Section 5.6. The form of benefit shall be as
                  provided in Section 6.3. If the Participant's Beneficiary is
                  not alive at the time of the Participant's death, and the
                  Participant has no surviving spouse, the estate of the
                  Participant may petition the Committee for payment of the
                  Participant Account to the estate in the form of a lump sum on
                  the first day of the first month subsequent to the petition
                  (such day to be a Valuation Date with respect to the
                  applicable Participant Account) or as soon as otherwise
                  administratively feasible.

         6.5.     Death Following Termination of Service. Upon the death of a
                  Participant following his Termination of Service, the
                  Beneficiary of the deceased Participant shall continue to
                  receive any of the remaining payments from the Participant
                  Account in the form of payment elected by the Participant in
                  his Deferral Elections.

         6.6.     Emergency Benefit; Waiver of Deferral. In the event that the
                  Committee, upon written petition of the Participant or his
                  Beneficiary, determines in its sole discretion that the
                  Participant or his Beneficiary has suffered an Unforeseeable
                  Financial Emergency (including an Unforeseeable Financial
                  Emergency as a result of a Disability), the Company shall pay
                  to the Participant or his Beneficiary on the first day of the
                  calendar month as soon as practicable following such
                  determination (such date to be a Valuation Date with respect
                  to the applicable Participant Account), an amount necessary to
                  satisfy the emergency, but not in excess of the sum of the
                  Participant's Moody's Money Credit Account and Prime Rate
                  Money Credit Account. No payments shall be made from a
                  Participant's BWA Stock Unit Account pursuant to this Section
                  6.6.

         6.7.     Unscheduled Withdrawals. A Participant may make an Unscheduled
                  Withdrawal of any amounts in his Moody's Money Credit Account
                  and/or Prime Rate Money Credit Account that have been in the
                  Plan for at least five years by filing an election with the
                  Committee. The Company shall make payment of the requested
                  withdrawal as of the January 1 next following the Committee's
                  receipt and approval of the withdrawal election. Subject to
                  the remainder of this Section 6.7, a request for an
                  Unscheduled Withdrawal may be filed at any time prior to
                  December 15th of the year preceding the year in which
                  unscheduled withdrawal is made. A Participant may take no less
                  than the lesser of $2,000 or the remaining balance in his
                  Participant Account in the form of an Unscheduled Withdrawal.
                  Amounts taken in the form of an Unscheduled Withdrawal will be
                  reduced by a 10% penalty at the time of payment. No
                  Unscheduled Withdrawals shall be made from a Participant's BWA
                  Stock Unit Account.

         6.8.     Withholding Taxes. To the extent required by law in effect at
                  the time payments are made, the Company shall withhold any
                  taxes required to be withheld by any Federal, State, or local
                  government.
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         6.9.     Form of Distributions/Withdrawals. All distributions and
                  withdrawals made under the Plan shall be made in cash and
                  shall be valued as of the Valuation Date coincident with or
                  immediately preceding the date of the distribution or
                  withdrawal. Distributions from the BWA Stock Account shall be
                  converted to cash, as of such Valuation Date, in order to
                  effect such distributions.

VII.     CLAIMS FOR BENEFITS PROCEDURE

         7.1.     Claim for Benefits. Any claim for benefits under the Plan
                  shall be made in writing to any member of the Committee. If
                  such claim is wholly or partially denied by the Committee, the
                  Committee shall, within a reasonable period of time, but not
                  later than 60 days after receipt of the claim, notify the
                  claimant of the denial of the claim.

         7.2.     Request for Review of a Denial of a Claim for Benefits. Upon
                  the receipt by the claimant of written notice of denial of the
                  claim, the claimant may within 90 days file a written request
                  to the Committee, requesting a review of the denial of the
                  claim, which review shall include a hearing if deemed
                  necessary by the Committee in its sole discretion. In
                  connection with the claimant's appeal of the denial of his
                  claim, he may review relevant documents and may submit issues
                  and comments in writing.

         7.3.     Decision upon Review of Denial of Claim for Benefits. The
                  Committee shall render a decision on the claim review
                  promptly, but no more than 60 days after the receipt of the
                  claimant's request for review, unless special circumstances
                  (such as the need to hold a hearing) require an extension of
                  time, in which case the 60 day period shall be extended to 120
                  days. The decision of the Committee shall be final and binding
                  in all respects on both the Company and the claimant.

VIII.    ADMINISTRATION

         8.1.     Committee. The Plan shall be administered by the Committee. No
                  member of the Committee may be a Participant under the Plan.
                  The Committee may designate another administrative committee
                  comprised of Company employees to oversee the day to day
                  administration of the Plan.

         8.2.     General Rights, Powers, and Duties of Committee. The Committee
                  shall be the Plan Administrator and it shall be responsible
                  for the management, operation, and administration of the Plan.
                  In addition to any powers, rights and duties set forth
                  elsewhere in the Plan, it shall have the following powers and
                  duties:

                  (a)      To adopt such rules and regulations consistent with
                           the provisions of the Plan as it deems necessary for
                           the proper and efficient administration of the Plan;




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                  (b)      To administer the Plan in accordance with its terms
                           and any rules and regulations it establishes;

                  (c)      To maintain records concerning the Plan sufficient to
                           prepare reports, returns and other information
                           required by the Plan or by law;

                  (d)      To construe and interpret the Plan and resolve all
                           questions arising under the Plan;

                  (e)      To direct the payment of benefits under the Plan, and
                           to give such other directions and instructions as may
                           be necessary for the proper administration of the
                           Plan; and

                  (f)      To be responsible for the preparation, filing and
                           disclosure on behalf of the Plan of such documents
                           and reports as are required by any applicable Federal
                           or State law.

         8.3.     Information to be Furnished to Committee. The Company shall
                  furnish the Committee such data and information as it may
                  require. The records of the Company shall be determinative of
                  each Participant's period of service as a member of the Board
                  of Directors, personal data and Retainer Fee deferrals.
                  Participants and their Beneficiaries shall furnish to the
                  Committee such evidence, data or information, and shall
                  execute such documents, as the Committee requests.

         8.4.     Responsibility. No member of the Committee or of the Board of
                  Directors shall be liable to any person for any action taken
                  or omitted in connection with the administration of this Plan
                  unless attributable to his own fraud or willful misconduct;
                  nor shall the Company be liable to any person for any such
                  action unless attributable to fraud or willful misconduct on
                  the part of a director, officer or employee of the Company
                  within the scope of his Company duties. Each member of the
                  Committee shall be indemnified and held harmless by the
                  Company for any liability arising out of the administration of
                  the Plan, to the maximum extent permitted by law.

IX.      AMENDMENT AND TERMINATION

         9.1.     Amendment. The Plan may be amended in whole or in part by the
                  Committee at any time. No amendment shall effectively decrease
                  the value of a Participant Account. An amendment that makes a
                  prospective change in the future interest rate credited under
                  the Plan will only become effective on the subsequent January
                  1 after providing advance written notice to Participants and
                  Beneficiaries then entitled to receive benefits.

                  The Committee reserves the unilateral right to change any rule
                  under the Plan if it deems such a change necessary to avoid
                  constructive receipt or to avoid the application of the
                  Employee Retirement Income Security Act of 1974, as amended,
                  to the Plan.


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         9.2.     Company's Right to Terminate. The Committee reserves the sole
                  right to terminate the Plan and/or any Deferral Elections
                  pertaining to a Participant at any time after the Effective
                  Date. In the event of any such termination, the Participant
                  shall be entitled to the accrued amount of his Participant
                  Account determined under Section 5.1, determined using the
                  date of the Termination of the Plan as a Valuation Date. Such
                  benefit shall be paid to the Participant in quarterly
                  installments over a period of no more than ten (10) years,
                  except that the Committee, in its sole discretion, may pay out
                  such benefit in a lump sum or in installments over a period
                  shorter than ten (10) years.

X.       MISCELLANEOUS

         10.1.    No Implied Rights; Rights on Termination of Service. Neither
                  the establishment of the Plan nor any amendment thereof shall
                  be construed as giving any Participant, Beneficiary, or any
                  other person any legal or equitable right unless such right
                  shall be specifically provided for in the Plan or conferred by
                  specific action of the Committee in accordance with the terms
                  and provisions of the Plan. Except as expressly provided in
                  this Plan, the Company shall not be required or be liable to
                  make any payment under the Plan.

         10.2.    No Right to Company Assets. Neither the Participant nor any
                  other person shall acquire by reason of the Plan any right in
                  or title to any assets, funds or property of the Company
                  whatsoever including, without limiting the generality of the
                  foregoing, any specific funds, assets, or other property which
                  the Company, in its sole discretion, may set aside in
                  anticipation of a liability hereunder. Any benefits which
                  become payable hereunder shall be paid from the general assets
                  of the Company. The Participant shall have only a contractual
                  right to the amounts, if any, payable hereunder, unsecured by
                  any asset of the Company. Nothing contained in the Plan
                  constitutes a guarantee by the Company that the assets of the
                  Company shall be sufficient to pay any benefit to any person.

         10.3.    No Service Rights. Nothing herein shall constitute a contract
                  of continuing service or in any manner obligate the Company to
                  continue the services of the Participant or obligate the
                  Participant to continue in the service of the Company. Nothing
                  herein shall be construed as fixing or regulating the Retainer
                  Fee or any other amount payable to any Participant.

         10.4.    Offset. If, at the time payments or installments of payments
                  are to be made hereunder, the Participant or the Beneficiary
                  or both are indebted or obligated to the Company, then the
                  payments under the Plan remaining to be made to the
                  Participant or the Beneficiary or both may, at the discretion
                  of the Company, be reduced by the amount of such indebtedness
                  or obligation, provided, however, that an election by the
                  Company not to reduce any such payment or payments shall not
                  constitute a waiver of its claim for such indebtedness or
                  obligation.
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         10.5.    Non-assignability. Neither the Participant nor any other
                  person shall have any voluntary or involuntary right to
                  commute, sell, assign, pledge, anticipate, mortgage or
                  otherwise encumber, transfer, hypothecate or convey in advance
                  of actual receipt the amounts, if any, payable hereunder, or
                  any part thereof, which are expressly declared to be
                  unassignable and non-transferable. No part of the amounts
                  payable prior to actual payment shall be subject to seizure or
                  sequestration for the payment of any debts, judgments, alimony
                  or separate maintenance owed by the Participant or any other
                  person, or be transferable by operation of law in the event of
                  the Participant's or any other person's bankruptcy or
                  insolvency.

         10.6.    Notice. Any notice required or permitted to be given under the
                  Plan shall be sufficient if in writing and hand delivered, or
                  sent by registered or certified mail, and if given to the
                  Company, delivered to the principal office of the Company,
                  directed to the attention of the Committee. Such notice shall
                  be deemed given as of the date of delivery or, if delivery is
                  made by mail, as of the date shown on the postmark or the
                  receipt for registration or certification.

         10.7.    Governing Laws. The Plan shall be construed and administered
                  according to the laws of the State of Illinois.