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                                                                     EXHIBIT 4.3


                                    DDI CORP.
                      2003 DIRECTORS EQUITY INCENTIVE PLAN


1.   Purpose.

          This plan shall be known as the DDi Corp. 2003 Directors Equity
Incentive Plan (the "Plan"). The purpose of the Plan shall be to promote the
long-term growth and profitability of DDi Corp. (the "Company") and its
Subsidiaries by (i) providing Non-Employee Directors of the Company with grants
of non-qualified stock options as incentives to maximize stockholder value and
otherwise contribute to the success of the Company and (ii) enabling the Company
to attract, retain and reward the best available Non-Employee Directors.

2.   Definitions

          (a) "Board of Directors" and "Board" mean the board of directors of
the Company.

          (b) "Cause" means the occurrence of one or more of the following
events:

              (i) indictment of conviction of any felony (it being understood
that if such Participant is not convicted of a felony within two (2) years of
indictment (or later if any state or federal agency is actively prosecuting such
felony), such options shall be reinstated),

              (ii) fraud, misappropriation, or embezzlement that, if such
Participant were an officer or employee of the Company or its Subsidiaries,
would warrant termination from the Company or its Subsidiaries based upon the
existing policies of the Company and its subsidiaries then in effect,

              (iii) drug or alcohol abuse that, if such Participant were an
officer or employee of the Company or its Subsidiaries, would warrant
termination from the Company or its Subsidiaries based upon the existing
policies of the Company and its Subsidiaries then in effect,

              (iv) any willful misconduct or willful acts that materially impair
the assets of operations of the Company and its Subsidiaries, taken as a whole,

              (v) acts of discrimination or sexual harassment that, if such
Participant were an officer or employee of the Company or its Subsidiaries,
would warrant termination from the Company or its Subsidiaries based upon the
existing policies of the Company and its Subsidiaries then in effect,

              (vi) public statements disparaging the Company that are likely to
cause material damage to the Company and its Subsidiaries, taken as a whole.


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          (c) "Change in Control" means the occurrence of one of the following
events:

              (i) any "person" or "group" is or becomes the beneficial owner,
directly or indirectly, of more than 50% of the total voting power of the voting
stock of the Company (for the purposes of this clause, such person shall be
deemed to beneficially own any voting stock of a person held by any other person
(the "parent entity"), if such person is the beneficial owner, directly or
indirectly, of more than 50% of the voting power of the voting stock of such
parent entity) or such person or group has the power, directly or indirectly, to
elect a majority of the members of the board of directors of the Company;

              (ii) the sale of all or substantially all the assets of the
Company to another person, or, the merger or consolidation of the Company with
or into another person or the merger of another person with or into the Company,
or if the securities of the Company that are outstanding immediately prior to
such transaction and which represent 100% of the aggregate voting power of the
voting stock of the Company are changed into or exchanged for cash, securities,
or property, unless pursuant to such transaction such securities are changed
into or exchanged for, in addition to any other consideration, securities of the
surviving person or transferee that represent, immediately after such
transaction, a majority of the aggregate voting power of the voting stock of the
surviving person or transferee; or

              (iii) the Company is dissolved or liquidated.

          (d) "Code" means the Internal Revenue Code of 1986, as amended.

          (e) "Common Stock" means the Common Stock, par value $.001 per share,
of the Company, and any other shares into which such stock may be changed by
reason of a recapitalization, reorganization, merger, consolidation or any other
change in the corporate structure or capital stock of the Company.

          (f) "Competition" is deemed to occur if a person whose employment with
the Company or its Subsidiaries has terminated obtains a position as a full-time
or part-time employee of, as a member of the board of directors of, or as a
consultant or advisor with or to, or acquires an ownership interest in excess of
5% of, a corporation, partnership, firm or other entity that engages in any of
the businesses of the Company or any Subsidiary with which the person was
involved in a management role at any time during his or her last five years of
employment with or other service for the Company or any Subsidiaries.

          (g) "Disability" means a disability that would entitle an eligible
participant to payment of monthly disability payments under any Company
disability plan or as otherwise determined by the Committee.

          (h) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

          (i) "Family Member" has the meaning given to such term in General
Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended,
and any successor thereto.


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          (j) "Fair Market Value" of a share of Common Stock of the Company
means, as of the date in question, (i) if the Common Stock is listed on any
national securities exchange or quoted on the Nasdaq National Market or Nasdaq
Small Cap Market, weighted average of the closing sales price of the Common
Stock or such exchange or market on the five (5) trading days immediately
preceding the date of grant; or (ii) otherwise, the fair market value as
determined by the Board of Directors of the Company, which determination shall
be subject to approval by the Required Lenders; provided, further, that should
such lenders not approve the determination of Fair Market Value, any dispute
with regard to such valuation determinations shall be resolved by a neutral
valuation firm of national standing approved by the Required Lenders; provided,
however, that when shares received upon exercise of an option are immediately
sold in the open market, the net sale price received may be used to determine
the Fair Market Value of any shares used to pay the exercise price or applicable
withholding taxes and to compute the withholding taxes.

          (k) "Non-Employee Director" has the meaning given to such term in Rule
16b-3 under the Exchange Act and any successor thereto.

          (l) "Other Company Securities" mean securities of the Company other
than Common Stock, which may include, without limitation, unbundled stock units
or components thereof, debentures, preferred stock, warrants and securities
convertible into or exchangeable for Common Stock or other property.

          (m) "Required Lenders" has the meaning given such term in the Senior
Credit Agreement.

          (n) "Senior Credit Agreement" means the Second Amended and Restated
Credit Agreement, dated as of December 12, 2003, among certain Subsidiaries of
the Company, JPMorgan Chase Bank, as Administrative Agent, and the Lenders and
other agents named therein.

          (o) "Subsidiary" means a corporation or other entity of which
outstanding shares or ownership interests representing 50% or more of the
combined voting power of such corporation or other entity entitled to elect the
management thereof, or such lesser percentage as may be approved by the
Committee, are owned directly or indirectly by the Company.

          (p) "Time of Determination" means the time and date of the earlier to
occur of (A) the date as of which the Fair Market Value is to be computed, (B)
the date of the first public announcement of the issuance, sale, distribution or
granting in question and (C) the last full trading day on such exchange or
market before the commencement of "ex-dividend" trading in the Common Stock
relating to the event giving rise to the adjustment required by this Plan.

3.   Administration.

          The Plan shall be administered by the Board. Subject to the provisions
of the Plan, the Board shall be authorized to (i) select persons to participate
in the Plan, (ii) determine the form and substance of grants made under the Plan
to each participant, and the conditions and


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restrictions, if any, subject to which such grants will be made, (iii) certify
that the conditions and restrictions applicable to any grant have been met, (iv)
modify the terms of grants made under the Plan, (v) interpret the Plan and
grants made thereunder, (vi) make any adjustments necessary or desirable in
connection with grants made under the Plan to eligible participants located
outside the United States and (vii) adopt, amend, or rescind such rules and
regulations, and make such other determinations, for carrying out the Plan as it
may deem appropriate. Decisions of the Board on all matters relating to the Plan
shall be in the Board's sole discretion and shall be conclusive and binding on
all parties. The validity, construction, and effect of the Plan and any rules
and regulations relating to the Plan shall be determined in accordance with
applicable federal and state laws and rules and regulations promulgated pursuant
thereto. No member of the Board and no officer of the Company shall be liable
for any action taken or omitted to be taken by such member, by any other member
of the Board or by any officer of the Company in connection with the performance
of duties under the Plan, except for such person's own willful misconduct or as
expressly provided by statute.

          The expenses of the Plan shall be borne by the Company. The Plan shall
not be required to establish any special or separate fund or make any other
segregation of assets to assume the payment of any award under the Plan, and
rights to the payment of such awards shall be no greater than the rights of the
Company's general creditors.

4.   Shares Available for the Plan.

          Subject to adjustments as provided in Section 11, an aggregate of
600,000 shares of Common Stock (the "Option Shares") may be issued upon the
exercise of stock options (the "Stock Options") granted pursuant to the Plan.
Such Shares may be in whole or in part authorized and unissued or held by the
Company as treasury shares. If any grant under the Plan expires or terminates
unexercised, becomes unexercisable or is forfeited as to any Shares, or is
tendered or withheld as to any shares in payment of the exercise price of the
grant or the taxes payable with respect to the exercise, then such unpurchased,
forfeited, tendered or withheld Shares shall thereafter be available for further
grants under the Plan.

          Without limiting the generality of the foregoing provisions of this
Section 4 or the generality of the provisions of Sections 3, 6 or 13 or any
other section of this Plan, the Board may, at any time or from time to time, and
on such terms and conditions (that are consistent with and not in contravention
of the other provisions of this Plan) as the Board may, in its sole discretion,
determine, enter into agreements (or take other actions with respect to the
options) for new options containing terms (including exercise prices) more (or
less) favorable than the outstanding options.

5.   Participation.

          Participation in the Plan shall be limited to those Non-Employee
Directors of the Company selected by the Board (the "Participants"). Nothing in
the Plan or in any grant thereunder shall confer any right on a Participant to
continue as a director of the Company or shall interfere in any way with the
right of the Board, if applicable, to reduce the compensation or
responsibilities of a Participant at any time. By accepting any award under the
Plan, each


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Participant and each person claiming under or through him or her shall be
conclusively deemed to have indicated his or her acceptance and ratification of,
and consent to, any action taken under the Plan by the Company or the Board.

          Stock Options may be granted to such Participants and for such number
of Shares as the Board shall determine (such individuals to whom grants are made
being sometimes herein called "optionees" or "grantees," as the case may be).
Determinations made by the Board under the Plan need not be uniform and may be
made selectively among eligible individuals under the Plan, whether or not such
individuals are similarly situated. A grant of any type made hereunder in any
one year to an eligible Participant shall neither guarantee nor preclude a
further grant of that or any other type to such Participant in that year or
subsequent years.

6.   Stock Options.

          The Board may from time to time grant Stock Options to purchase up to
100,000 shares of Common Stock in the aggregate to each Participant. The Stock
Options granted shall take such form as the Board shall determine, subject to
the terms and conditions set forth in this Plan. It is the Company's intent that
Stock Options granted under the Plan not be classified as incentive stock
options under Section 422 of the Code and any successor thereto.

          (a) Price. The price per Share deliverable upon the exercise of each
option ("exercise price") shall be $5.00 per share.

          (b) The Stock Options may only be exercised to the extent they have
become vested. The Stock Options shall vest in an increment of 40% on the
respective date of grant and in three successive increments of 20% on each
twelve-month anniversary thereof.

          (c) Payment. Options may be exercised, in whole or in part, upon
payment of the exercise price of the Shares to be acquired. Unless otherwise
determined by the Board, payment shall be made (i) in cash (including check,
bank draft, money order or wire transfer of immediately available funds), (ii)
by delivery of outstanding shares of Common Stock with a Fair Market Value on
the date of exercise equal to the aggregate exercise price payable with respect
to the options' exercise, (iii) by simultaneous sale through a broker reasonably
acceptable to the Board of Shares acquired on exercise, as permitted under
Regulation T of the Federal Reserve Board, (iv) by authorizing the Company to
withhold from issuance a number of Shares issuable upon exercise of the options
which, when multiplied by the Fair Market Value of a share of Common Stock on
the date of exercise, is equal to the aggregate exercise price payable with
respect to the options so exercised or (v) by any combination of the foregoing.

          In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (ii) above, (A) only a whole number of
share(s) of Common Stock (and not fractional shares of Common Stock) may be
tendered in payment, (B) such grantee must present evidence acceptable to the
Company that he or she has owned any such shares of Common Stock tendered in
payment of the exercise price (and that such tendered shares of Common Stock
have not been subject to any substantial risk of forfeiture) for at least six
months prior to the date of exercise, and (C) Common Stock must be delivered to
the Company.


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Delivery for this purpose may, at the election of the grantee, be made either by
(A) physical delivery of the certificate(s) for all such shares of Common Stock
tendered in payment of the price, accompanied by duly executed instruments of
transfer in a form acceptable to the Company, or (B) direction to the grantee's
broker to transfer, by book entry, such shares of Common Stock from a brokerage
account of the grantee to a brokerage account specified by the Company. When
payment of the exercise price is made by delivery of Common Stock, the
difference, if any, between the aggregate exercise price payable with respect to
the option being exercised and the Fair Market Value of the shares of Common
Stock tendered in payment (plus any applicable taxes) shall be paid in cash. No
grantee may tender shares of Common Stock having a Fair Market Value exceeding
the aggregate exercise price payable with respect to the option being exercised
(plus any applicable taxes).

          In the event a grantee elects to pay the exercise price payable with
respect to an option pursuant to clause (iv) above, (A) only a whole number of
Share(s) (and not fractional Shares) may be withheld in payment and (B) such
grantee must present evidence acceptable to the Company that he or she has owned
a number of shares of Common Stock at least equal to the number of Shares to be
withheld in payment of the exercise price (and that such owned shares of Common
Stock have not been subject to any substantial risk of forfeiture) for at least
six months prior to the date of exercise. When payment of the exercise price is
made by withholding of Shares, the difference, if any, between the aggregate
exercise price payable with respect to the option being exercised and the Fair
Market Value of the Shares withheld in payment (plus any applicable taxes) shall
be paid in cash. No grantee may authorize the withholding of Shares having a
Fair Market Value exceeding the aggregate exercise price payable with respect to
the option being exercised (plus any applicable taxes). Any withheld Shares
shall no longer be issuable under such option (except pursuant to any Reload
Option (as defined below) with respect to any such withheld Shares).

          (d) Terms of Options. The term during which each option may be
exercised shall be determined by the Board, but if required by the Code and
except as otherwise provided herein, no option shall be exercisable in whole or
in part more than ten years from the date it is granted. All rights to purchase
Shares pursuant to a Stock Option shall, unless sooner terminated, expire at the
date designated by the Board. The Board shall determine the date on which each
option shall become exercisable and may provide that an option shall become
exercisable in installments. The Shares constituting each installment may be
purchased in whole or in part at any time after such installment becomes
exercisable, subject to such minimum exercise requirements as may be designated
by the Committee. Prior to the exercise of an option and delivery of the Shares
represented thereby, the optionee shall have no rights as a stockholder with
respect to any Shares covered by such outstanding option (including any dividend
or voting rights).

          (e) Termination; Forfeiture.

              (i) Death or Disability. If a Participant ceases to be a director,
the Company and any Subsidiary due to death or Disability, all of the
Participant's Stock Options to the extent then vested and exercisable will
remain so for a period of one year from the date of such death or Disability,
but in no event after the expiration date of the Stock Options; provided


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that the Participant does not engage in Competition during such one year period
unless he or she received written consent to do so from the Board.

              (ii) Discharge for Cause. If a Participant ceases to be a director
of the Company due to Cause, all of the Participant's Stock Options shall expire
and be forfeited immediately upon such cessation, whether or not then
exercisable.

              (iii) Other Termination. Unless otherwise determined by the Board,
if a Participant ceases to be a director of the Company for any reason other
than death, Disability or Cause, (A) all of the Participant's Stock Options that
were exercisable on the date of such cessation shall remain exercisable for, and
shall otherwise terminate at the end of, a period of 90 days after the date of
such cessation, but in no event after the expiration date of the Stock Options;
provided that the Participant does not engage in Competition during such 90-day
period unless he or she receives written consent to do so from the Board or the
Committee, and (B) all of the Participant's Stock Options that were not
exercisable on the date of such cessation shall be forfeited immediately upon
such cessation.

              (iv) Change in Control.

              (A) Upon any Change of Control effected solely for cash
consideration, (A) all Stock Options shall immediately become fully vested and
all deferrals, other than deferrals of amounts that are neither measured by
reference to nor payable in shares of Common Stock, shall be accelerated,
immediately prior to the Change of Control and (ii) upon consummation of such
Change of Control all Awards then outstanding and requiring exercise shall be
forfeited unless assumed by an acquiring or surviving entity or its affiliate as
provided in the following sentence.

              (B) Upon any Change of Control where the consideration is a
combination of cash and securities, (x) the percentage amount of unvested Stock
Options that shall become immediately vested shall be equal to the percentage
amount that cash consideration represents to the total consideration used in
connection with such Change of Control and (y) the percentage amount of unvested
Stock Options that shall be converted into unvested Stock Options of the
surviving entity resulting from such Change of Control shall be equal to the
percentage amount that securities used as consideration represent to the total
consideration used in connection with such Change of Control.

              (C) Upon any Change of Control where cash is not used as any form
of consideration, all unvested Stock Options shall be converted into unvested
Stock Options of the surviving entity resulting from such Change of Control.

              (D) If there is a Change in Control of the Company and a
Participant is removed as a director of the Company within one year after such
Change in Control, all of the Participant's Stock Options shall become fully
vested and exercisable upon such termination and shall remain so for up to one
year after the date of termination, but in no event after the expiration date of
the Stock Options. In addition, the Committee shall have the authority to grant


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options that become fully vested and exercisable automatically upon a Change in
Control, whether or not the grantee is subsequently terminated.

              (f) Grant of Reload Options. The Board may provide (either at the
time of grant or exercise of an option), in its discretion, for the grant to a
grantee who exercises all or any portion of an option ("Exercised Options") and
who pays all or part of such exercise price with shares of Common Stock, of an
additional option (a "Reload Option") for a number of shares of Common Stock
equal to the sum (the "Reload Number") of the number of shares of Common Stock
tendered or withheld in payment of such exercise price for the Exercised Options
plus, if so provided by the Board, the number of shares of Common Stock, if any,
tendered or withheld by the grantee or withheld by the Company in connection
with the exercise of the Exercised Options to satisfy any federal, state or
local tax withholding requirements. The terms of each Reload Option, including
the date of its expiration and the terms and conditions of its exercisability
and transferability, shall be the same as the terms of the Exercised Option to
which it relates, except that (i) the grant date for each Reload Option shall be
the date of exercise of the Exercised Option to which it relates and (ii) the
exercise price for each Reload Option shall be the Fair Market Value of the
Common Stock on the grant date of the Reload Option.

7.   Withholding Taxes.

              (a) Participant Election. Unless otherwise determined by the
Board, a Participant may elect to deliver shares of Common Stock (or have the
Company withhold shares acquired upon exercise of a Stock Option to satisfy, in
whole or in part, the amount the Company is required to withhold for taxes in
connection with the exercise of a Stock Option. Such election must be made on or
before the date the amount of tax to be withheld is determined. Once made, the
election shall be irrevocable. The fair market value of the shares to be
withheld or delivered will be the Fair Market Value as of the date the amount of
tax to be withheld is determined. In the event a Participant elects to deliver
or have the Company withhold shares of Common Stock pursuant to this Section
10(a), such delivery or withholding must be made subject to the conditions and
pursuant to the procedures set forth in Section 6(b) with respect to the
delivery or withholding of Common Stock in payment of the exercise price of
options.

              (b) Company Requirement. The Company may require, as a condition
to any grant or exercise under the Plan or to the delivery of certificates for
Shares issued hereunder, that the grantee make provision for the payment to the
Company, either pursuant to Section 10(a) or this Section 10(b), of federal,
state or local taxes of any kind required by law to be withheld with respect to
any grant or delivery of Shares. The Company, to the extent permitted or
required by law, shall have the right to deduct from any payment of any kind
(including salary or bonus) otherwise due to a grantee, an amount equal to any
federal, state or local taxes of any kind required by law to be withheld with
respect to any grant or delivery of Shares under the Plan.

8.   WRITTEN AGREEMENT.

              Each director to whom a grant is made under the Plan shall enter
into a written agreement with the Company that shall contain such provisions,
consistent with the provisions of the Plan, as may be approved by the Board.


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9.   Transferability.

              Unless the Board determines otherwise, no Stock Option granted
under the Plan shall be transferable by a participant other than by will or the
laws of descent and distribution or to a participant's Family Member by gift or
a qualified domestic relations order as defined by the Code. Unless the Board
determines otherwise, a Stock Option may be exercised only by the optionee or
grantee thereof; by his or her Family Member if such person has acquired the
Stock Option, by gift or qualified domestic relations order; by the executor or
administrator of the estate of any of the foregoing or any person to whom the
Stock Option is transferred by will or the laws of descent and distribution; or
by the guardian or legal representative of any of the foregoing. All provisions
of this Plan shall in any event continue to apply to any Stock Option granted
under the Plan and transferred as permitted by this Section 12, and any
transferee of any such Stock Option shall be bound by all provisions of this
Plan as and to the same extent as the applicable original grantee.

10.  Listing, Registration and Qualification.

              If the Board determines that the listing, registration or
qualification upon any securities exchange or under any law of Shares subject to
any Stock Option is necessary or desirable as a condition of, or in connection
with, the granting of same or the issue or purchase of Shares thereunder, no
such Stock Option may be exercised in whole or in part and no Shares may be
issued, unless such listing, registration or qualification is effected free of
any conditions not acceptable to the Board.

11.  Adjustments.

              In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation, distribution of
assets, or any other change in the corporate structure or shares of the Company,
the Board shall make such adjustment as it deems appropriate in the number and
kind of Shares or other property available for issuance under the Plan
(including, without limitation, the total number of Shares available for
issuance under the Plan pursuant to Section 4), in the number and kind of Stock
Options or other property covered by grants previously made under the Plan, and
in the exercise price of outstanding Stock Options. Any such adjustment shall be
final, conclusive and binding for all purposes of the Plan. In the event of any
merger, consolidation or other reorganization in which the Company is not the
surviving or continuing corporation or in which a Change in Control is to occur,
all of the Company's obligations regarding Stock Options that were granted
hereunder and that are outstanding on the date of such event shall, on such
terms as may be approved by the Committee prior to such event, be assumed by the
surviving or continuing corporation or canceled in exchange for property
(including cash).

              Without limitation of the foregoing, in connection with any
transaction of the type specified by clause (iii) of the definition of a Change
in Control in Section 2(c), the Board may, in its discretion, (i) cancel any or
all outstanding options under the Plan in consideration for payment to the
holders thereof of an amount equal to the portion of the consideration that
would have been payable to such holders pursuant to such transaction if their
options had been fully


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exercised immediately prior to such transaction, less the aggregate exercise
price that would have been payable therefor, or (ii) if the amount that would
have been payable to the option holders pursuant to such transaction if their
options had been fully exercised immediately prior thereto would be equal to or
less than the aggregate exercise price that would have been payable therefor,
cancel any or all such options for no consideration or payment of any kind.
Payment of any amount payable pursuant to the preceding sentence may be made in
cash or, in the event that the consideration to be received in such transaction
includes securities or other property, in cash and/or securities or other
property in the Board's discretion.

12.  Amendment and Termination of the Plan.

              The Board, without approval of the stockholders, may amend or
terminate the Plan, except that no amendment shall become effective without
prior approval of the stockholders of the Company if stockholder approval would
be required by applicable law or regulations, including if required for
continued compliance with the performance-based compensation exception of
Section 162(m) of the Code or any successor thereto, under the provisions of
Section 422 of the Code or any successor thereto, or by any listing requirement
of the principal stock exchange on which the Common Stock is then listed.

13.  Amendment or Substitution of Awards under the Plan.

              The terms of any outstanding award under the Plan may be amended
from time to time by the Board in its discretion in any manner that it deems
appropriate (including, but not limited to, acceleration of the date of exercise
of any award and/or payments thereunder or of the date of lapse of restrictions
on Shares); provided that, except as otherwise provided in Section 11, no such
amendment shall adversely affect in a material manner any right of a participant
under the award without his or her written consent. The Board may, in its
discretion, permit holders of awards under the Plan to surrender outstanding
awards in order to exercise or realize rights under other awards, or in exchange
for the grant of new awards, or require holders of awards to surrender
outstanding awards as a condition precedent to the grant of new awards under the
Plan.

14.  Commencement Date; Termination Date

              The date of commencement of the Plan shall be December 19, 2003,
subject to approval by the shareholders of the Company.

              Unless previously terminated upon the adoption of a resolution of
the Board terminating the Plan, the Plan shall terminate at the close of
business on December 19, 2013. No termination of the Plan shall materially and
adversely affect any of the rights or obligations of any person, without his or
her written consent, under any grant of options or other incentives theretofore
granted under the Plan.

15.  Severability. Whenever possible, each provision of the Plan shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of the Plan is held


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to be prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of the Plan.

16.  Governing Law. The Plan shall be governed by the corporate laws of the
State of Delaware, without giving effect to any choice of law provisions that
might otherwise refer construction or interpretation of the Plan to the
substantive law of another jurisdiction.


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