EXHIBIT 4.1

DEFERRED COMPENSATION PLAN                  [photographs of human faces omitted]


ROLLINS, INC.

PLAN DOCUMENT




















                              AMENDED AND RESTATED
                             EFFECTIVE JULY 1, 2005


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                                TABLE OF CONTENTS

Purpose........................................................................1

ARTICLE 1   Definitions........................................................1

ARTICLE 2   Selection/Enrollment/Eligibility...................................8

  2.1       Eligibility........................................................8
  2.2       Enrollment Requirements............................................8
  2.3       Commencement of Participation......................................8
  2.4       Termination of Participation and/or Deferrals......................8

ARTICLE 3   Deferral Commitments/Company  Contributions/Former Western Plan
              Accounts/Crediting/Taxes.........................................9
  3.1       Minimum Deferral...................................................9
  3.2       Maximum Deferral...................................................9
  3.3       Election to Defer/Change in Election...............................9
  3.4       Withholding of Annual Deferral Amounts............................11
  3.5       Annual Company Discretionary Amount...............................11
  3.6       Annual Company Discretionary Benefit Restoration Amount...........12
  3.7       Investment of Trust Assets........................................13
  3.8       Former Western Plan Accounts......................................13
  3.9       Vesting...........................................................14
  3.10      Crediting/Debiting of Account Balances............................14
  3.11      FICA and Other Taxes..............................................18
  3.12      Distributions.....................................................18

ARTICLE 4   Short-Term Payout/Unforeseeable Financial Emergencies.............19
  4.1       Short-Term Payout.................................................19
  4.2       Other Benefits Take Precedence Over Short-Term Payout.............20
  4.3       Withdrawal Payout/Suspensions for Unforeseeable Financial
              Emergencies.....................................................20

ARTICLE 5   Retirement Benefit................................................21
  5.1       Retirement Benefit................................................21
  5.2       Payment of Retirement Benefit.....................................21

ARTICLE 6   Survivor Benefit..................................................22
  6.1       Pre-Retirement Survivor Benefit...................................22
  6.2       Payment of Pre-Retirement Survivor Benefit..................... ..22
  6.3       Death Prior to Completion of Retirement Benefit or Termination
              Benefit........................................................ 23

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ARTICLE 7   Termination Benefit...............................................23
  7.1       Termination Benefit...............................................23
  7.2       Payment of Termination Benefit....................................23

ARTICLE 8   Beneficiary Designation...........................................23
  8.1       Beneficiary.......................................................23
  8.2       Beneficiary Designation/Change....................................24
  8.3       Acknowledgment....................................................24
  8.4       No Beneficiary Designation........................................24
  8.5       Doubt as to Beneficiary...........................................24
  8.6       Discharge of Obligations..........................................24

ARTICLE 9   Leave of Absence..................................................25
  9.1       Paid Leave of Absence.............................................25
  9.2       Unpaid Leave of Absence...........................................25

ARTICLE 10  Termination/Amendment/Modification................................25
 10.1       Termination.......................................................25
 10.2       Amendment.........................................................26
 10.3       Effect of Payment.................................................26
 10.4       Amendment to Ensure Proper Characterization of the Plan...........27
 10.5       Changes in Law Affecting Taxability...............................27
 10.6       Prohibited Acceleration/Distribution Timing.......................28

ARTICLE 11  Administration........  ..........................................28
 11.1       Administration....................................................28
 11.2       Determinations....................................................29
 11.3       General...........................................................29

ARTICLE 12  Other Benefits and Agreements.....................................29
 12.1      Coordination with Other Benefits...................................29

ARTICLE 13  Claims Procedures.................................................30
 13.1       Scope of Claims Procedures........................................30
 13.2       Initial Claim.....................................................30
 13.3       Review Procedures.................................................31
 13.4       Calculation of Time Periods.......................................32
 13.5       Legal Action......................................................32

ARTICLE 14  Trust.............................................................32


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 14.1       Establishment of the Trust........................................32
 14.2       Interrelationship of the Plan and the Trust.......................32
 14.3       Investment of Trust Assets........................................33
 14.4       Distributions from the Trust......................................33

ARTICLE 15  Miscellaneous.....................................................33
 15.1       Status of Plan....................................................33
 15.2       Unsecured General Creditor........................................33
 15.3       Company's Liability...............................................33
 15.4       Nonassignability..................................................34
 15.5       Not a Contract of Employment......................................34
 15.6       Furnishing Information............................................34
 15.7       Terms.............................................................34
 15.8       Captions..........................................................34
 15.9       Governing Law.....................................................35
 15.10      Notice............................................................35
 15.11      Successors........................................................35
 15.12      Spouse's Interest.................................................35
 15.13      Validity..........................................................35
 15.14      Incompetent.......................................................36
 15.15      Court Order.......................................................36
 15.16      Insurance.........................................................36
 15.17      Aggregation of Employers..........................................36


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                                 ROLLINS, INC.
                           DEFERRED COMPENSATION PLAN
                              Amended and Restated
                             Effective July 1, 2005

                                    PURPOSE

     The purpose of this Rollins,  Inc. Deferred Compensation Plan is to provide
specified  benefits  to a  select  group of  management  or  highly  compensated
employees of Rollins,  Inc. and those of its affiliates  that are  participating
employers  under  this Plan as set forth in  Section  1.13.  This Plan  shall be
unfunded for tax purposes and for purposes of Title I of the Employee Retirement
Income  Security Act of 1974,  as amended.  This Plan is intended to comply with
the  requirements  of Section  409A of the  Internal  Revenue  Code of 1986,  as
amended,  as added by the  American  Jobs  Creation Act of 2004 and the Treasury
regulations and any other authoritative guidance issued thereunder.

                                   ARTICLE 1
                                  DEFINITIONS

     For  purposes of this Plan,  unless  otherwise  clearly  apparent  from the
context,  the  following  phrases or terms  shall have the  following  indicated
meanings:

1.1  "Account  Balance" shall mean,  with respect to a Participant,  a credit on
     the records of the  Company  equal to the sum of (i) the  Deferral  Account
     balance, (ii) the Company Discretionary Account balance,  (iii) the Company
     Discretionary  Benefit  Restoration  Account  balance,  and (iv) the Former
     Western Plan Account balance. The Account Balance, and each other specified
     account  balance,  shall be a bookkeeping  entry only and shall be utilized
     solely as a device for the measurement and  determination of the amounts to
     be paid to a Participant, or his or her designated Beneficiary, pursuant to
     this Plan.

1.2  "Annual Base Salary"  shall mean the annual cash  compensation  relating to
     services  performed  during any calendar year,  whether or not paid in such
     calendar  year or  included  on the  Federal  Income  Tax Form W-2 for such


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     calendar  year,  excluding  Annual  Bonus  Payments  and any other bonus or
     incentive payments, commissions,  overtime, fringe benefits, stock options,
     relocation  expenses,  non-monetary  awards,  fees,  automobile  and  other
     allowances paid to a Participant for employment  services rendered (whether
     or not such allowances are included in the Employee's gross income). Annual
     Base  Salary  shall be  calculated  without  regard to any  reductions  for
     compensation   voluntarily  deferred  or  contributed  by  the  Participant
     pursuant  to all  qualified  or  non-qualified  plans of the  Company  (and
     therefore shall be calculated to include amounts not otherwise  included in
     the Participant's gross income under Code Sections 125, 402(e)(3) or 402(h)
     pursuant to plans established by the Company).

1.3  "Annual Bonus Payments" shall mean any  compensation  paid to a Participant
     under any incentive plans or bonus arrangements of the Company with respect
     to which the Plan Committee in its discretion  permits deferrals to be made
     hereunder,   which   compensation  is  based  on  the  performance  by  the
     Participant  of services  for the Company  over a period of at least twelve
     (12) months (whether or not paid in such performance  period or included on
     the  Federal  Income Tax Form W-2 for such  performance  period)  and which
     qualifies as "performance-based compensation" under Section 409A.

1.4  "Annual  Company  Discretionary  Amount"  shall mean,  for the Plan Year of
     reference, the amount determined in accordance with Section 3.5.

1.5  "Annual Company  Discretionary  Benefit Restoration Amount" shall mean, for
     the Plan Year of  reference,  the  amount  determined  in  accordance  with
     Section 3.6.

1.6  "Annual Deferral Amount" shall mean that portion of a Participant's  Annual
     Base Salary and Annual Bonus  Payments that a  Participant  elects to have,
     and is,  deferred  in  accordance  with  Article  3, for the  Plan  Year of
     reference.  In  the  event  of  a  Participant's  Retirement,  death  or  a
     Termination  of  Employment  prior to the end of a Plan Year,  such  year's
     Annual  Deferral  Amount shall be the actual amount  withheld prior to such
     event.

1.7  "Beneficiary"  shall  mean one or more  persons,  trusts,  estates or other
     entities,  designated  in  accordance  with Article 8, that are entitled to
     receive benefits under this Plan upon the death of a Participant.

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1.8  "Beneficiary Designation Form" shall mean the form established from time to
     time by the Plan Committee that a Participant completes,  signs and returns
     to the Plan Committee to designate one or more Beneficiaries.

1.9  "Board"  shall mean the board of  directors of the Sponsor or, if the Board
     so directs,  a committee of such Board acting on behalf of the Board in the
     exercise  of any and all powers and  duties of the Board  pursuant  to this
     Plan.

1.10 "Claimant" shall have the meaning set forth in Section 13.2.

1.11 "Change In  Control"  shall  mean a change in the  ownership  or  effective
     control of the Sponsor within the meaning of Section  409A(a)(2)(A)(v)  and
     any guidance issued  thereunder  from time to time by the Internal  Revenue
     Service, including Notice 2005-1.

1.12 "Code" shall mean the Internal  Revenue Code of 1986,  as amended from time
     to time.

1.13 "Company"  shall mean,  collectively,  the Sponsor and any affiliate of the
     Sponsor  that adopts this Plan with the  approval  of the  Sponsor,  as set
     forth on Schedule B, and any successor to all or  substantially  all of the
     Company's assets or business.

1.14 "Company Discretionary Account" shall mean (i) the sum of the Participant's
     Annual Company Discretionary Amounts, plus (ii) amounts credited or debited
     in accordance  with all the  applicable  crediting  provisions of this Plan
     that relate to the Participant's Company Discretionary  Account, less (iii)
     all  distributions  made  to the  Participant  or  his  or her  Beneficiary
     pursuant   to  this  Plan  that   relate  to  the   Participant's   Company
     Discretionary Account.

1.15 "Company  Discretionary Benefit Restoration Account" shall mean (i) the sum
     of the  Participant's  Annual  Company  Discretionary  Benefit  Restoration
     Amounts,  plus (ii) amounts  credited or debited in accordance with all the
     applicable   crediting   provisions   of  this  Plan  that  relate  to  the
     Participant's Company Discretionary Benefit Restoration Account, less (iii)
     all  distributions  made  to the  Participant  or  his  or her  Beneficiary
     pursuant   to  this  Plan  that   relate  to  the   Participant's   Company
     Discretionary Benefit Restoration Account.

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1.16 "Deduction  Limitation" shall mean the following described  limitation on a
     benefit that may otherwise be  distributable  pursuant to the provisions of
     this Plan. Except as otherwise  provided,  this limitation shall be applied
     to all distributions  that are "subject to the Deduction  Limitation" under
     this Plan. If the Plan  Committee  determines in good faith that there is a
     reasonable  likelihood  that any  compensation  paid to a Participant for a
     taxable year of the Company would not be  deductible by the Company  solely
     by reason of the limitation  under Code Section 162(m),  then to the extent
     deemed  necessary by the Plan Committee to ensure that the entire amount of
     any  distribution to the  Participant  pursuant to this Plan is deductible,
     the Plan  Committee  may defer all or any portion of a  distribution  under
     this Plan. Any amounts deferred  pursuant to this limitation shall continue
     to be  credited  or debited  with  additional  amounts in  accordance  with
     Section 3.9 below,  even if such amount is being paid out in  installments.
     The amounts so deferred and amounts  credited or debited  thereon  shall be
     distributed to the  Participant or his or her  Beneficiary (in the event of
     the  Participant's  death) at the earliest  possible date, as determined by
     the  Plan  Committee  in  good  faith,  on  which  the   deductibility   of
     compensation paid or payable to the Participant for the taxable year of the
     Company during which the  distribution  is made will not be limited by Code
     Section  162(m).  Notwithstanding  the  foregoing,  this Section 1.16 shall
     apply only to the extent permitted by Section 409A.

1.17 "Deferral Account" shall mean (i) the sum of all of a Participant's  Annual
     Deferral Amounts,  plus (ii) amounts credited or debited in accordance with
     all the  applicable  crediting  provisions  of this Plan that relate to the
     Participant's  Deferral Account,  less (iii) all distributions  made to the
     Participant or his or her Beneficiary  pursuant to this Plan that relate to
     his or her Deferral Account.

1.18 "Effective  Date" shall mean the effective date of this Plan, which is July
     1, 2005.

1.19 "Election Form" shall mean the form or forms  established from time to time
     by the Plan  Committee that a Participant  completes,  signs and returns to
     the Plan  Committee to make an election under the Plan (which form or forms
     may take the form of an electronic  transmission,  if required or permitted
     by the Plan Committee).

1.20 "Employee"  shall  mean  an  individual  whom  the  Company  treats  as  an
     "employee" for Federal income tax withholding purposes.

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1.21 "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
     amended from time to time.

1.22 "Former  Western Plan Account" shall mean,  with respect to any Participant
     with an account balance under the Western  Industries-North,  Inc. Deferred
     Compensation Plan (the "Western Plan") as of December 31, 2007 who does not
     incur a  distribution  event under the terms of the  Western  Plan prior to
     January 1, 2008, (i) the amount credited to the Participant's account under
     the  Western  Plan  as of  December  31,  2007  which  is  credited  to the
     Participant's  Former Western Plan Account under this Plan as of January 1,
     2008 in accordance with Section 3.8, plus (ii) amounts  credited or debited
     in accordance  with all the  applicable  crediting  provisions of this Plan
     that relate to the  Participant's  Former Western Plan Account,  less (iii)
     all  distributions  made  to the  Participant  or  his  or her  Beneficiary
     pursuant to this Plan that relate to the Participant's  Former Western Plan
     Account.

1.23 "Participant" shall mean any Employee who is selected by the Plan Committee
     to  participate  in the  Plan,  provided  such  individual  (i)  elects  to
     participate in the Plan, (ii) signs a Plan Agreement,  an Election  Form(s)
     and a  Beneficiary  Designation  Form,  (iii)  has his or her  signed  Plan
     Agreement,  Election  Form(s) and Beneficiary  Designation Form accepted by
     the Plan Committee,  (iv) commences participation in the Plan, and (v) does
     not have his or her Plan Agreement terminated. A spouse or former spouse of
     a Participant  shall not be treated as a Participant in the Plan or have an
     Account Balance under the Plan under any circumstance.

1.24 "Plan"  shall  mean this  Rollins,  Inc.  Deferred  Compensation  Plan,  as
     evidenced by this  instrument  and by each Plan  Agreement,  as they may be
     further amended from time to time.

1.25 "Plan Agreement" shall mean a written agreement (which may take the form of
     an  electronic   transmission,   if  required  or  permitted  by  the  Plan
     Committee),  as may be amended from time to time,  which is entered into by
     and between the Company and a Participant.  Each Plan Agreement executed by
     a Participant and the Company shall provide for the entire benefit to which
     such Participant is entitled under the Plan;  should there be more than one
     Plan Agreement, the Plan Agreement bearing the latest date of acceptance by
     the Company shall  supersede all previous Plan Agreements in their entirety
     and shall govern such  entitlement.  The terms of any Plan Agreement may be
     different  for  any  Participant,   and  any  Plan  Agreement  may  provide
     additional  benefits  not set  forth  in the  Plan or  limit  the  benefits


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     otherwise  provided  under  the  Plan;  provided,  however,  that  any such
     additional  benefits or benefit  limitations  must be agreed to by both the
     Company and the Participant.  In the Plan Agreement, each Participant shall
     acknowledge  that he or she accepts all of the terms of the Plan  including
     the  discretionary  authority of the Plan Committee as set forth in Article
     11.

1.26 "Plan  Committee"  shall mean the Plan committee  appointed by the Sponsor,
     which, except as otherwise specified,  shall be responsible for the general
     administration of the Plan, or a designated agent of such Plan Committee.

1.27 "Plan Year"  shall mean a period  beginning  on January 1 of each  calendar
     year and continuing  through December 31 of such calendar year during which
     this Plan is in effect; provided, however, that the Plan shall experience a
     short first Plan Year beginning July 1, 2005 and ending December 31, 2005.

1.28 "Pre-Retirement  Survivor  Benefit"  shall  mean the  benefit  set forth in
     Article 6.

1.29 "Retirement",  "Retire(s)" or "Retired"  shall mean Separation from Service
     with the Company for any reason other than an  authorized  leave of absence
     or death on or after (i) the attainment of age sixty-five  (65) or (ii) the
     attainment of age sixty (60) with twenty (20) Years of Service.

1.30 "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.31 "Section  409A" shall mean Code Section  409A and the Treasury  regulations
     and other authoritative guidance issued thereunder.

1.32 "Separation  from Service"  shall mean  separation  from service within the
     meaning of Section 409A.

1.33 "Short-Term Payout" shall mean the payout set forth in Article 4.

1.34 "Sponsor"  shall  mean  Rollins,  Inc.,  a  Delaware  corporation,  and any
     successor to all or substantially all of the Sponsor's assets or business.

1.35 "Termination Benefit" shall mean the benefit set forth in Article 7.

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1.36 "Termination  of Employment"  shall mean  Separation  from Service with the
     Company,   voluntarily  or   involuntarily,   for  any  reason  other  than
     Retirement, death or an authorized leave of absence.

1.37 "Trust" shall mean the trust established  pursuant to this Plan, as amended
     from time to time.

1.38 "Unforeseeable  Financial Emergency" shall mean a severe financial hardship
     to the  Participant  resulting  from  (i) an  illness  or  accident  of the
     Participant,  the  Participant's  spouse or a dependent (as defined in Code
     Section  152(a))  of the  Participant,  (ii) a  loss  of the  Participant's
     property  due to  casualty,  or (iii) an other  similar  extraordinary  and
     unforeseeable  circumstances  arising  as a result  of  events  beyond  the
     control of the Participant, all as determined in the sole discretion of the
     Plan Committee.

1.39 "Yearly  Installment Method" shall be a yearly installment payment over the
     number of years selected by the  Participant in accordance  with this Plan,
     calculated  as follows:  The  Account  Balance of the  Participant  (or the
     appropriate  portion  thereof)  shall  be  calculated  as of the  close  of
     business on the date of  reference  (or, if the date of  reference is not a
     business day, on the immediately following business day), and shall be paid
     as soon as  practicable  thereafter.  The date of reference with respect to
     the first (1st) yearly installment  payment shall be as provided in Section
     5.2,  and  the  date  of  reference  with  respect  to  subsequent   yearly
     installment  payments  shall be the  anniversary  of the first (1st) yearly
     installment   payment.  The  yearly  installment  shall  be  calculated  by
     multiplying this balance by a fraction,  the numerator of which is one (1),
     and the denominator of which is the remaining number of yearly payments due
     the Participant.  By way of example,  if the Participant  elects a ten (10)
     year Yearly Installment Method, the first payment shall be one-tenth (1/10)
     of the Account  Balance,  calculated as described in this  definition.  The
     following  year,  the  payment  shall be  one-ninth  (1/9)  of the  Account
     Balance, calculated as described in this definition.

1.40 "Years of  Service"  shall  mean at any time the number of years of service
     with which a Participant has been credited under a 401(k) plan sponsored by
     the Company.  If, at any time, the Participant has been credited with years
     of  service  under  more  than  one  Company-sponsored   401(k)  plan,  the
     Participant's  Years of  Service  under this Plan  shall be  determined  by
     reference to that Company-sponsored 401(k) plan under which the Participant
     has been credited with the greatest number of years of service.

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                                   ARTICLE 2
                        SELECTION/ENROLLMENT/ELIGIBILITY

2.1  Eligibility.  Participation  in the Plan shall be limited to Employees whom
     the Plan Committee, in its sole discretion,  designates, for participation,
     provided  that  Employees may not  participate  in the Plan unless they are
     members of a select group of management or highly compensated  employees of
     the Company,  as  membership  in such group is  determined  for purposes of
     Sections  201(2),  301(a)(3)  and  401(a)(1) of ERISA (which  determination
     shall be made by the Plan Committee in its sole discretion).

2.2  Enrollment  Requirements.  As a condition  to initial  participation,  each
     selected Employee shall complete,  execute and return to the Plan Committee
     a Plan Agreement,  an Election Form(s) and a Beneficiary  Designation Form,
     all  within  thirty  (30) days  after he or she is  notified  of his or her
     eligibility  to  participate  in the Plan. In addition,  the Plan Committee
     shall establish from time to time such other enrollment  requirements as it
     determines in its sole discretion are necessary.

2.3  Commencement  of  Participation.  Provided a selected  Employee has met all
     enrollment  requirements  set forth in this Plan and  required  by the Plan
     Committee, including returning all required documents to the Plan Committee
     within  the  specified  time  period,   that   individual   shall  commence
     participation in the Plan on the first day of the month following the month
     in which he or she has completed all enrollment requirements (or as soon as
     practicable  thereafter as the Plan Committee may determine).  If he or she
     fails to meet all such  requirements  within the period required by Section
     2.2, that individual shall not be eligible to participate in the Plan until
     the first day of the following Plan Year,  again subject to timely delivery
     to and acceptance by the Plan Committee of the required documents.

2.4  Termination  of  Participation  and/or  Deferrals.  If the  Plan  Committee
     determines in good faith that a Participant no longer qualifies as a member
     of a select  group of  management  or highly  compensated  employees of the
     Company (as defined in Sections 201(2),  301(a)(3) and 401(a)(1) of ERISA),
     the Plan Committee shall have the right, in its sole discretion and subject
     to Section 409A, to (i) terminate any deferral election the Participant has
     made  for the  remainder  of the  Plan  Year  in  which  the  Participant's
     membership status changes,  (ii) prevent the Participant from making future
     deferral  elections and/or (iii)  immediately  distribute the Participant's


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     then vested  Account  Balance as a  Termination  Benefit and  terminate the
     Participant's participation in the Plan.

                                   ARTICLE 3
         DEFERRAL COMMITMENTS/COMPANY CONTRIBUTIONS/FORMER WESTERN PLAN
                            ACCOUNTS/CREDITING/TAXES

3.1  Minimum Deferral.  For each Plan Year, a Participant may elect to defer, as
     his or her Annual Deferred  Amount,  Annual Base Salary and/or Annual Bonus
     Payments in the minimum  amount of two thousand  dollars  ($2,000) for each
     such type of compensation.

     Notwithstanding  the  foregoing,  the  Plan  Committee  may,  in  its  sole
     discretion,  establish  for any Plan Year a  different  minimum  amount for
     Annual Base Salary and/or Annual Bonus Payments.

3.2  Maximum Deferral.

     (a)  Annual Base Salary and Annual  Bonus  Payments.  For each Plan Year, a
          Participant may elect to defer, as his or her Annual Deferral  Amount,
          Annual Base Salary  and/or  Annual Bonus  Payments up to the following
          maximum percentages for each type of compensation:

          Compensation                      Maximum Deferral Percentage
          Annual Base Salary                          50%
          Annual Bonus Payments                       100%

     (b)  Plan Committee's  Discretion.  Notwithstanding the foregoing,  (i) the
          Plan  Committee  may, in its sole  discretion,  establish for any Plan
          Year maximum  percentages which differ from those set forth above, and
          (ii) if a Participant  first becomes a Participant after the first day
          of a Plan Year,  the maximum  Annual  Deferral  Amount with respect to
          Annual Base Salary and Annual Bonus  Payments  shall be limited to the
          percentage of such  compensation  not yet earned by the Participant as
          of the date the  Participant  submits a Plan  Agreement  and  Election
          Form(s) to the Plan Committee for acceptance.

3.3  Election to Defer/Change in Election.

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<PAGE>

     (a)  Timing of Elections.

          (i)  Elections  with  Respect to Annual  Base  Salary.  An Annual Base
               Salary election must be made within the deadlines  established by
               the  Plan  Committee,   provided  that,  except  as  provided  in
               paragraph (iii) below, in no event shall such an election be made
               after  the last day of the Plan Year  preceding  the Plan Year in
               which the  services  giving  rise to the Annual Base Salary to be
               deferred are to be performed.

          (ii) Elections with Respect to Annual Bonus Payments.  An Annual Bonus
               Payment election must be made within the deadlines established by
               the  Plan  Committee,   provided  that,  except  as  provided  in
               paragraph (iii) below, in no event shall such an election be made
               later  than six (6)  months  prior to the last day of the  period
               over which the services  giving rise to the Annual Bonus Payments
               to be deferred are performed.

          (iii)First Year of  Eligibility.  Notwithstanding  paragraphs  (i) and
               (ii) above, if and to the extent permitted by the Plan Committee,
               in the case of the first Plan Year in which an  Employee  becomes
               eligible to  participate  in the Plan,  the  Employee  may make a
               deferral   election  at  times  other  than  those  permitted  by
               paragraphs  (i) and (ii) above,  provided  that such  election is
               made no later than thirty  (30) days after the date the  Employee
               becomes  eligible to participate in the Plan.  Such election will
               apply only with respect to compensation  attributable to services
               performed  after the date the  election is made.  This  paragraph
               (iii) will apply with  respect to the short Plan Year  commencing
               July 1, 2005 and ending  December  31,  2005,  as well as to Plan
               Years commencing on and after January 1, 2006.

     (b)  Manner of Election.  Deferral  elections (and any other  elections the
          Plan Committee  deems  necessary or desirable under the Plan) shall be
          made by timely  delivering  to the Plan  Committee  an Election  Form,
          along with such other  forms the Plan  Committee  deems  necessary  or
          desirable  under  the  Plan.  For these  elections  to be  valid,  the
          Election  Form(s)  must be  completed  and signed by the  Participant,
          timely  delivered to the Plan Committee (in  accordance  with Sections
          2.2 and 3.3(a) above) and accepted by the Plan  Committee.  If no such


                                       10
<PAGE>

          Election  Form(s)  is timely  delivered  for a Plan  Year (or  portion
          thereof),  the Annual  Deferral Amount shall be zero (0) for that Plan
          Year (or portion thereof).

     (c)  Change in Election.  A Participant  may not change his or her deferral
          election  that is in effect for a Plan Year,  unless  permitted by the
          Plan Committee in compliance with Section 409A.

     (d)  Validity  of  Elections.  The Plan  Committee  reserves  the  right to
          determine the validity of all deferral  elections  made under the Plan
          in  accordance  with the  requirements  of applicable  law,  including
          Section  409A.  If  the  Plan  Committee,   in  its  sole  discretion,
          determines  that an election is not valid under  applicable  law,  the
          Plan  Committee may treat the deferral  election as null and void, and
          pay Annual Base Salary  and/or  Annual Bonus  Payments to the affected
          Participant without regard to the Participant's  deferral election. By
          way of example and not  limitation,  if the Plan Committee  determines
          that a  deferral  election  should  have  been  made at a time that is
          earlier than the time it is actually made (even if such election would
          otherwise comply with the terms of the Plan,  including Section 3.3(a)
          above),  the Plan  Committee  will  have the right to  disregard  such
          election and pay Annual Base Salary  and/or  Annual Bonus  Payments to
          the affected Participant without regard to the Participant's  deferral
          election.

3.4  Withholding of Annual Deferral Amounts. For each Plan Year, the Annual Base
     Salary  portion of the Annual  Deferral  Amount shall be withheld from each
     regularly scheduled Annual Base Salary payment in the percentage elected by
     the  Participant.  The Annual Bonus Payments portion of the Annual Deferral
     Amount  shall be  withheld  at the time the Annual  Bonus  Payments  are or
     otherwise  would be paid to the  Participant,  whether  or not this  occurs
     during the Plan Year for which the election is made.

3.5  Annual  Company   Discretionary  Amount.  For  each  Plan  Year,  the  Plan
     Committee, acting on behalf of the Company and in its sole discretion, may,
     but is not required to,  credit any amount it desires to any  Participant's
     Company  Discretionary  Account under this Plan,  which amount shall be for
     that  Participant  the Annual  Company  Discretionary  Amount for that Plan
     Year.  The amount so credited on behalf of a Participant  may be smaller or
     larger than the amount credited on behalf of any other Participant, and the
     amount  credited on behalf of any  Participant  for a Plan Year may be zero
     (0), even though one or more other  Participants  receive an Annual Company


                                       11
<PAGE>

     Discretionary Amount for that Plan Year.

     Unless  otherwise  specified  by the Plan  Committee,  the  Annual  Company
     Discretionary  Amount,  if any,  shall be credited  as soon as  practicable
     after the last day of the Plan Year. Unless otherwise specified by the Plan
     Committee,  if a Participant to whom an Annual Company Discretionary Amount
     would  otherwise  be credited is not employed by the Company as of the last
     day of a Plan Year, the Annual Company  Discretionary  Amount for that Plan
     Year shall be zero (0).

3.6  Annual Company  Discretionary  Benefit  Restoration  Amount.  For each Plan
     Year, the Plan  Committee,  acting on behalf of the Company and in its sole
     discretion,  may,  but  is  not  required  to,  credit  an  amount  to  any
     Participant's  Company Discretionary Benefit Restoration Account under this
     Plan,  which  amount  shall  be for that  Participant  the  Annual  Company
     Discretionary Benefit Restoration Amount for that Plan Year.

     Unless otherwise  specified by the Plan Committee,  in order to be eligible
     to receive  an Annual  Company  Discretionary  Benefit  Restoration  Amount
     credit for a Plan Year,  a  Participant  must:  (a) have a most recent hire
     date of no later than June 30, 1999; (b) be employed by the Company for all
     of 2006; (c) have  completed at least five (5) full years of  participation
     in the  Company's  qualified  defined  benefit  pension  plan;  and  (d) be
     employed  as of the last day of the Plan Year for which the Annual  Company
     Discretionary Benefit Restoration Amount is credited,  all as determined by
     the Plan Committee.

     A Participant's Annual Company Discretionary Benefit Restoration Amount for
     the  Plan  Year  of  reference,  if  any,  shall  be a  percentage  of  the
     Participant's  Annual  Base  Salary  for the Plan  Year not  exceeding  two
     hundred  and  ten  thousand  dollars  ($210,000),  or  such  other  maximum
     established by the Plan Committee, determined as follows:

           NUMBER OF POINTS           ANNUAL COMPANY DISCRETIONARY BENEFIT
                                               RESTORATION AMOUNT

            Less than 55                    0% of Annual Base Salary
            55 to 64.99                     1.5% of Annual Base Salary
            65 or more                      3% of Annual Base Salary

                                       12
<PAGE>

     For purposes of the preceding,  the Participant's number of points shall be
     calculated as:

     Participant's age + (Participant's Years of Service X 1.5)

     For purposes of the preceding,  the Participant's age will be determined as
     of June 30, 2005. The Participant's  Years of Service will be determined as
     of June 30, 2005, based on the  Participant's  most recent hire date (i.e.,
     if the Participant was rehired, he or she will not receive Years of Service
     credit for purposes of this Section for service the  Participant  performed
     prior to his or her rehire date).


     Unless  otherwise  specified  by the Plan  Committee,  the  Annual  Company
     Discretionary Benefit Restoration Amount, if any, shall be credited as soon
     as  practicable  after  the  last day of the Plan  Year.  Unless  otherwise
     specified by the Plan Committee, these Annual Company Discretionary Amounts
     will be credited  for five (5) Plan Years,  with the first  Annual  Company
     Discretionary  Amounts  being  credited in January  2007 (for the 2006 Plan
     Year) for those eligible  Participants  who are employed by the Company for
     all of 2006 and who are still in active  employment  by the  Company  as of
     December 31, 2006.

3.7  Investment of Trust Assets.  The trustee of the Trust shall be  authorized,
     upon written  instructions  received from the Plan  Committee or investment
     manager appointed by the Plan Committee,  to invest and reinvest the assets
     of the Trust in accordance with the applicable Trust  agreement,  including
     the  reinvestment  of  the  proceeds  in one or  more  investment  vehicles
     designated by the Plan Committee.

3.8  Former Western Plan Accounts.  Effective as of January 1, 2008, the Western
     Industries-North,  Inc.  Deferred  Compensation  Plan (the "Western  Plan")
     merges with and into this Plan.  With  respect to any  Participant  with an
     account balance under the Western Plan as of December 31, 2007 who does not
     incur a  distribution  event under the terms of the  Western  Plan prior to
     January 1, 2008, the amount credited to the Participant's account under the
     Western Plan as of December  31, 2007 shall be  credited,  as of January 1,
     2008,  to the  Participant's  Former  Western Plan Account under this Plan.
     With respect to any Participant  who incurs a distribution  event under the
     terms of the Western Plan prior to January 1, 2008, his or her Western Plan
     account  balance  shall be  governed  in  accordance  with the terms of the


                                       13
<PAGE>

     Western Plan prior to January 1, 2008.

3.9  Vesting.

     (a)  A Participant  shall at all times be one hundred percent (100%) vested
          in  his  or  her  Deferral  Account,   Company  Discretionary  Benefit
          Restoration Account and Former Western Plan Account.

     (b)  A Participant shall become vested in his or her Company  Discretionary
          Account as and to the extent that the  Participant  becomes  vested in
          Company  matching  contributions  under a 401(k) plan sponsored by the
          Company,  or (if  earlier) as of the date of a Change in  Control.  If
          Company  matching  contributions  have been allocated on behalf of the
          Participant  under more than one  Company-sponsored  401(k) plan,  the
          401(k)  plan  referenced  in the  preceding  sentence  shall  be  that
          Company-sponsored 401(k) plan under which the Participant has attained
          the  greatest  percentage  of vesting in his or her  Company  matching
          contributions.

3.10 Crediting/Debiting of Account Balances. In accordance with, and subject to,
     the rules and procedures that are established from time to time by the Plan
     Committee, in its sole discretion,  amounts shall be credited or debited to
     a Participant's Account Balance in accordance with the following rules:

     (a)  Sub-Accounts.   Separate   sub-accounts   shall  be  established   and
          maintained  with  respect  to  each   Participant's   Account  Balance
          (together, the "Sub-Accounts"), if and as applicable, one attributable
          to the portion of the  Participant's  Account Balance which represents
          Annual Base Salary deferrals,  another  attributable to the portion of
          the  Participant's  Account  Balance  which  represents  Annual  Bonus
          Payments  deferrals,  another  attributable  to  the  portion  of  the
          Participant's   Account  Balance  which   represents   Annual  Company
          Discretionary   Amounts  and  Annual  Company   Discretionary  Benefit
          Restoration  Amounts,  and another  attributable to the portion of the
          Participant's Account Balance which represents the balance credited to
          the Participant's Former Western Plan Account, if applicable.

     (b)  Election of Measurement  Funds. A Participant,  in connection with his
          or her initial deferral  election in accordance with Section 3.3 above


                                       14
<PAGE>

          (and/or,   with   respect   to  the   Sub-Account   representing   the
          Participant's  Former  Western  Plan  Account,  during the  applicable
          election  period  established by the Plan Committee in connection with
          the merger of the Western Industries-North, Inc. Deferred Compensation
          Plan with and into this Plan),  shall elect, on the Election  Form(s),
          one or more  Measurement  Fund(s)  (as  described  in Section  3.10(d)
          below) to be used to determine the  additional  amounts to be credited
          or debited to each of his or her  Sub-Accounts  for the first business
          day  of  the  Plan  Year,  continuing  thereafter  unless  changed  in
          accordance with the next sentence.  Commencing with the first business
          day of the Plan Year, and  continuing  thereafter for the remainder of
          the Plan Year (unless the  Participant  ceases during the Plan Year to
          participate in the Plan), the Participant may (but is not required to)
          elect, by submitting an Election Form(s) to the Plan Committee that is
          accepted by the Plan Committee (which  submission may take the form of
          an  electronic  transmission,  if  required or  permitted  by the Plan
          Committee),  to add or delete  one or more  Measurement  Fund(s) to be
          used to determine the additional  amounts to be credited or debited to
          each of his or her  Sub-Accounts,  or to change the portion of each of
          his or her Sub-Accounts  allocated to each previously or newly elected
          Measurement Fund(s); provided, however, that any such election(s) will
          be  processed  on a  monthly  basis,  as  described  in the  following
          sentence.  If, during a given month,  a Participant  makes one or more
          elections in accordance with the previous sentence, all such elections
          made by the  Participant  during the month shall be collected  and the
          last such  election made prior to 4:00pm EST on the last market day of
          the  month  will be  processed  and  shall  continue  to apply for the
          remainder of the Plan Year (unless the  Participant  ceases during the
          Plan Year to  participate  in the Plan),  unless changed in accordance
          with the above.

     (c)  Proportionate  Allocation. In making any election described in Section
          3.10(b) above, the Participant  shall specify on the Election Form(s),
          in  whole  percentage  points,  the  percentage  of each of his or her
          Sub-Account(s)  to be  allocated  to a  Measurement  Fund  (as  if the
          Participant  was making an  investment in that  Measurement  Fund with
          that portion of his or her Account Balance).

     (d)  Measurement  Funds.  The  Participant  may  elect  one or  more of the
          Measurement  Funds set forth on Schedule A (the  "Measurement  Funds")
          for the purpose of crediting or debiting  additional amounts to his or


                                       15
<PAGE>

          her Account  Balance.  The Plan Committee may, in its sole discretion,
          discontinue, substitute or add a Measurement Fund(s). Each such action
          will take effect as of the first  business  day that follows by thirty
          (30)  days the day on  which  the Plan  Committee  gives  Participants
          advance written (which shall include e-mail) notice of such change. If
          the Plan Committee receives an initial or revised  Measurement Fund(s)
          election  which it deems to be  incomplete,  unclear or improper,  the
          Participant's Measurement Fund(s) election then in effect shall remain
          in effect (or, in the case of a deficiency  in an initial  Measurement
          Fund(s)  election,  the  Participant  shall be deemed to have filed no
          deemed investment  direction).  If the Plan Committee possesses (or is
          deemed to possess as provided in the  previous  sentence)  at any time
          directions  as  to  Measurement  Fund(s)  of  less  than  all  of  the
          Participant's Account Balance, the Participant shall be deemed to have
          directed  that the  undesignated  portion  of the  Account  Balance be
          deemed to be  invested  in a money  market,  fixed  income or  similar
          Measurement  Fund made  available  under the Plan as determined by the
          Plan Committee in its discretion.  Each  Participant  hereunder,  as a
          condition to his or her participation  hereunder,  agrees to indemnify
          and hold harmless the Plan Committee and the Company, and their agents
          and  representatives,  from any losses or damages of any kind relating
          to (i) the  Measurement  Funds made  available  hereunder and (ii) any
          discrepancy  between (a) the  credits and debits to the  Participant's
          Account Balance based on the performance of the Measurement  Funds and
          the  application  of the  crediting and debiting  method  described in
          Section  3.10(e)  below and (b) what the credits and debits  otherwise
          might be in the case of an actual investment in the Measurement Funds.

     (e)  Crediting  or  Debiting  Method.   The  performance  of  each  elected
          Measurement  Fund (either  positive or negative) will be determined by
          the Plan Committee,  in its sole discretion,  based on the performance
          of the Measurement Funds themselves.  A Participant's  Account Balance
          shall be credited or debited on a daily basis based on the performance
          of each Measurement Fund selected by the Participant,  or as otherwise
          determined by the Plan Committee in its sole discretion, as though (i)
          a  Participant's  Account  Balance  were  invested in the  Measurement
          Fund(s) selected by the Participant, in the percentages elected by the
          Participant  as of such date, at the closing price on such date;  (ii)
          the portion of the Annual Deferral  Amount that was actually  deferred


                                       16
<PAGE>

          was invested in the Measurement  Fund(s)  selected by the Participant,
          in the percentages elected by the Participant, no later than the close
          of  business on the third  (3rd)  business  day after the day on which
          such amounts are actually deferred from the Participant's  Annual Base
          Salary and Annual  Bonus  Payments  through  reductions  in his or her
          amounts  otherwise  payable,  at the closing price on such date; (iii)
          any  Annual  Company   Discretionary  Amounts  and/or  Annual  Company
          Discretionary  Benefit Restoration Amounts credited to a Participant's
          Account Balance were invested in the Measurement  Fund(s)  selected by
          the Participant,  in the percentages  elected by the  Participant,  as
          soon as administratively practicable following the date such amount(s)
          were credited to the  Participant's  Plan Account;  (iv) any amount(s)
          credited  to  the  Participant's  Former  Western  Plan  Account  were
          invested in the Measurement  Fund(s) selected by the  Participant,  in
          the   percentages   selected   by  the   Participant,   as   soon   as
          administratively  practicable  following the date such amounts(s) were
          credited to the Participant's Former Western Plan Account; and (v) any
          distribution  made to a Participant that decreases such  Participant's
          Account Balance ceased being invested in the Measurement  Fund(s),  in
          the  percentages  applicable to such calendar  month,  no earlier than
          three (3)  business  days prior to the  distribution,  at the  closing
          price on such date.

     (f)  No Actual Investment. Notwithstanding any other provision of this Plan
          that may be interpreted to the contrary,  the Measurement Funds are to
          be used for measurement purposes only, and a Participant's election of
          any  such  Measurement  Fund,  the  allocation  to his or her  Account
          Balance  thereto,  the  calculation  of  additional  amounts  and  the
          crediting  or  debiting  of such  amounts to a  Participant's  Account
          Balance  shall not be  considered  or  construed  in any  manner as an
          actual   investment  of  his  or  her  Account  Balance  in  any  such
          Measurement  Fund.  In the event that the  Company or the  trustee (as
          that term is defined in the Trust), in its own discretion,  decides to
          invest funds in any or all of the  Measurement  Funds,  no Participant
          shall have any rights in or to such  investments  themselves.  Without
          limiting the foregoing,  a Participant's  Account Balance shall at all
          times  be a  bookkeeping  entry  only  and  shall  not  represent  any
          investment made on his or her behalf by the Company or the Trust;  the
          Participant shall at all times remain an unsecured general creditor of
          the Company.

                                       17
<PAGE>

     (g)  Beneficiary  Elections.  Each  reference  in  this  Section  3.10 to a
          Participant shall be deemed to include, where applicable,  a reference
          to a Beneficiary.

3.11 FICA and Other Taxes.

     (a)  Annual  Deferral  Amounts.  For each  Plan  Year in  which  an  Annual
          Deferral  Amount is being  withheld  from a  Participant,  the Company
          shall  withhold  from that  portion of the  Participant's  Annual Base
          Salary and/or Annual Bonus Payments that is not being  deferred,  in a
          manner determined by the Company,  the Participant's share of FICA and
          other employment  taxes on such Annual Deferral Amount.  If necessary,
          the Plan Committee may reduce the Annual  Deferral  Amount in order to
          comply with this Section 3.11.

     (b)  Annual  Company  Discretionary  Amounts.  When a  Participant  becomes
          vested in a portion of his or her Company  Discretionary  Account, the
          Company shall have the  discretion to withhold from the  Participant's
          Annual Base Salary and/or Annual Bonus  Payments that is not deferred,
          in a manner determined by the Company, the Participant's share of FICA
          and  other  employment  taxes  on such  vested  portion  of his or her
          Company  Discretionary  Amount.  If necessary,  the Plan Committee may
          reduce  the  vested  portion  of  the  Participant's   Annual  Company
          Discretionary Amounts in order to comply with this Section 3.11.

     (c)  Annual Company  Discretionary  Benefit Restoration  Amounts.  For each
          Plan Year in which an Annual Company Discretionary Benefit Restoration
          Amount is  credited  to the  Account  Balance  of a  Participant,  the
          Company shall have the  discretion to withhold from the  Participant's
          Annual Base Salary and/or Annual Bonus  Payments that is not deferred,
          in a manner determined by the Company, the Participant's share of FICA
          and  other  employment  taxes  on such  Annual  Company  Discretionary
          Benefit  Restoration  Amount.  If  necessary,  the Plan  Committee may
          reduce  the  vested  portion  of  the  Participant's   Annual  Company
          Discretionary Benefit Restoration Amounts in order to comply with this
          Section 3.11.

3.12 Distributions.  Notwithstanding  anything  herein to the contrary,  (i) any
     payments made to a Participant  under this Plan shall be in cash form,  and
     (ii) the  Company,  or the trustee of the Trust,  shall  withhold  from any


                                       18
<PAGE>

     payments made to a Participant under this Plan all Federal, state and local
     income,  employment and other taxes required to be withheld by the Company,
     or the trustee of the Trust, in connection  with such payments,  in amounts
     and in a manner to be determined  in the sole  discretion of the Company or
     the trustee of the Trust, as applicable.

                                   ARTICLE 4
             SHORT-TERM PAYOUT/UNFORESEEABLE FINANCIAL EMERGENCIES

4.1  Short-Term  Payout.  In  connection  with  each  election  to defer  Annual
     Deferral  Amounts  for a given  Plan  Year  (and/or,  with  respect  to the
     Participant's  Former Western Plan Account  balance,  during the applicable
     election  period  established  by the Plan  Committee  ending no later than
     December 31, 2005), a Participant may irrevocably elect to receive a future
     "Short-Term Payout" from the Plan. Except as otherwise required by the Plan
     Committee,  such election may be made  separately with respect to each Plan
     Year's  Annual Base Salary  and/or  Annual  Bonus  Payments  that have been
     deferred. In addition,  except as otherwise required by the Plan Committee,
     such  election may be made  separately  with  respect to the  Participant's
     Former Western Plan Account  balance.  Subject to the Deduction  Limitation
     and to Section 3.12, the  Short-Term  Payout shall be a lump sum payment in
     an amount  that is equal to the Annual  Base  Salary  and/or  Annual  Bonus
     Payments deferrals (and/or, if applicable, the Participant's Former Western
     Plan  Account  balance)  subject to the  Short-Term  Payout  election,  and
     amounts  credited or debited thereon in the manner provided in Section 3.10
     above,  determined at the time that the Short-Term  Payout becomes  payable
     (rather than the date of a Termination of Employment). Subject to the terms
     and conditions of this Plan, each  Short-Term  Payout elected shall be paid
     out  during  the  month of  January  of the  Plan  Year  designated  by the
     Participant  that is at least  three (3) Plan Years  after the Plan Year in
     which the Annual Base Salary and/or Annual Bonus Payments deferrals subject
     to the  Short-Term  Payout  election  are  actually  deferred  (and/or with
     respect to the  Participant's  Former Western Plan Account balance,  during
     the month of January of the Plan Year designated by the Participant that is
     2010 or  later),  as  specifically  elected by the  Participant.  By way of
     example,  if a three (3) year Short-Term Payout is elected by a Participant
     for  Annual  Base  Salary  deferrals  that are  deferred  in the Plan  Year
     commencing July 1, 2005, the three (3) year Short-Term  Payout would become
     payable during January of 2009.  Notwithstanding the preceding sentences or
     any other  provision of this Plan that may be construed to the contrary,  a


                                       19
<PAGE>

     Participant  who is an active Employee may, with respect to each Short-Term
     Payout,  on a form determined by the Plan  Committee,  make one (1) or more
     additional deferral elections (a "Subsequent Election") to defer payment of
     all or any  portion  (as  elected by the  Participant  in  accordance  with
     procedures  established by the Plan Committee) of such Short-Term Payout to
     a Plan  Year  subsequent  to the Plan  Year  originally  (or  subsequently)
     elected;  provided,  however, any such Subsequent Election will be null and
     void unless accepted by the Plan Committee no later than one (1) year prior
     to the  first  day of the  Plan  Year in  which,  but  for  the  Subsequent
     Election,  such  Short-Term  Payout  would  be paid,  and  such  Subsequent
     Election  provides for a deferral of at least five (5) Plan Years following
     the Plan  Year in  which  the  Short-Term  Payout,  but for the  Subsequent
     Election, would be paid.

     Notwithstanding  the  preceding,  that portion of a  Participant's  Account
     Balance,  if any,  attributable  to Annual  Company  Discretionary  Amounts
     and/or Annual Company  Discretionary  Benefit Restoration Amounts shall not
     be eligible for a Short-Term Payout under the Plan.

4.2  Other Benefits Take  Precedence  Over  Short-Term  Payout.  Should an event
     occur that  triggers  a benefit  under  Article 5, 6 or 7, any Annual  Base
     Salary and/or Annual Bonus Payments deferrals (and/or amount(s) credited to
     a  Participant's  Former  Western Plan Account),  plus amounts  credited or
     debited  thereon,  that are subject to a Short-Term  Payout  election under
     Section 4.1 shall not be paid in  accordance  with Section 4.1 but shall be
     paid in accordance with the other applicable Article.

4.3  Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies. If a
     Participant   experiences  an  Unforeseeable   Financial   Emergency,   the
     Participant  may petition the Plan  Committee to (i) suspend any  deferrals
     required to be made by a Participant to the extent  permitted under Section
     409A and/or (ii) receive a partial or full payout from the Plan. The payout
     shall not exceed the lesser of the  Participant's  vested Account  Balance,
     calculated as if such Participant were receiving a Termination  Benefit, or
     the  amount  reasonably  needed  to  satisfy  the  Unforeseeable  Financial
     Emergency,  taking  into  account  the  extent to which  the  Unforeseeable
     Financial  Emergency  is  or  may  be  relieved  through  reimbursement  or
     compensation   by  insurance  or  otherwise  or  by   liquidation   of  the
     Participant's  assets (to the extent the  liquidation  of assets  would not
     itself  cause severe  financial  hardship),  plus amounts  necessary to pay
     taxes  reasonably  anticipated  as a result of the payout.  A suspension of


                                       20
<PAGE>

     deferrals or payout  under this Section 4.3 shall be permitted  only to the
     extent permitted under Section 409A, as determined by the Plan Committee in
     its sole discretion. A suspension of deferrals that is approved by the Plan
     Committee will take effect as soon as administratively  feasible after such
     approval is granted.  A payout that is approved by the Plan  Committee will
     be made within sixty (60) days of the date of approval.  The payment of any
     amount  under  this  Section  4.3 shall  not be  subject  to the  Deduction
     Limitation.

                                   ARTICLE 5
                               RETIREMENT BENEFIT

5.1  Retirement   Benefit.  A  Participant  who  Retires  shall  receive,  as  a
     Retirement Benefit, his or her vested Account Balance.

5.2  Payment of Retirement  Benefit.  In connection  with each election to defer
     Annual Deferral Amounts for a given Plan Year (and/or,  with respect to the
     Participant's  Former Western Plan Account  balance,  during the applicable
     election  period  established  by the Plan  Committee  ending no later than
     December  31,  2005),  a  Participant  shall elect on an  Election  Form to
     receive  such  Annual  Deferral   Amounts  (and/or,   if  applicable,   the
     Participant's Former Western Plan Account balance), and amounts credited or
     debited  thereon  in the  manner  provided  in  Section  3.10  above,  upon
     Retirement  in a lump sum or  pursuant  to a Yearly  Installment  Method of
     between two (2) and fifteen (15) years. Except as otherwise required by the
     Plan  Committee,  such election may be made separately with respect to each
     Plan Year's Annual Base Salary and/or Annual Bonus  Payments that have been
     deferred. In addition,  except as otherwise required by the Plan Committee,
     such  election may be made  separately  with  respect to the  Participant's
     Former  Western Plan Account  balance.  If a Participant  does not make any
     election with respect to the payment of the Retirement  Benefit,  then such
     benefit shall be payable in a lump sum.

     Notwithstanding  the above or anything  herein that may suggest  otherwise,
     the  portion  (if  any)  of  the   Participant's   vested  Account  Balance
     attributable  to Annual  Company  Discretionary  Amounts and Annual Company
     Discretionary   Benefit   Restoration  Amounts  shall  be  payable  to  the
     Participant solely as a lump sum payment.

                                       21
<PAGE>

     Unless an election is changed by the  Participant as provided  below,  such
     Retirement  Benefit  shall  be paid  (or  shall  commence,  in the  case of
     installment  payments)  as  follows:  (i) if the  Participant's  Retirement
     occurs during January through June of any Plan Year, the Retirement Benefit
     shall  be paid  (or  commence)  on or  after  January  2 of the  Plan  Year
     following  the  Plan  Year  of the  Participant's  Retirement;  (ii) if the
     Participant's  Retirement  occurs during July through  December of any Plan
     Year, the Retirement Benefit shall be paid (or commence) on or after July 2
     of the Plan Year following the Plan Year of the Participant's Retirement.

     The Participant may change his or her election to an allowable  alternative
     payout  period by  submitting  a new Election  Form to the Plan  Committee,
     provided  that any such  Election  Form is  submitted at least one (1) year
     prior to the  Participant's  Retirement  and, if required by Section  409A,
     provides for a distribution (or commencement of  distributions)  date which
     is at least five (5) Plan Years from the distribution  date then in effect.
     The Election Form most recently accepted by the Plan Committee shall govern
     the payout of the  Retirement  Benefit  with  respect to the portion of the
     Participant's Account Balance to which it pertains.

     Notwithstanding  anything  above or elsewhere in the Plan to the  contrary,
     except as otherwise  permitted by Section 409A,  no change  submitted on an
     Election  Form shall be accepted  by the Company if the change  accelerates
     the time over which  distributions  are to be made to the Participant,  and
     the Company shall deny any change made to an election if the Plan Committee
     determines  that the change  violates any  requirement  under Section 409A,
     including the requirement that the first payment with respect to which such
     election is made be  deferred  for a period of not less than five (5) years
     from the date such payment would otherwise have been made.

                                   ARTICLE 6
                                SURVIVOR BENEFIT

6.1  Pre-Retirement  Survivor  Benefit.  The  Participant's   Beneficiary  shall
     receive a Pre-Retirement Survivor Benefit equal to the Participant's vested
     Account Balance if the Participant dies while an Employee.

6.2  Payment of Pre-Retirement  Survivor Benefit.  The  Pre-Retirement  Survivor
     Benefit  shall be paid in a lump sum as soon as  practicable  following the
     date on which the Plan  Committee  has been  provided  with  proof  that is
     satisfactory to the Plan Committee of the Participant's  death. Any payment


                                       22
<PAGE>

     made hereunder shall not be subject to the Deduction Limitation.

6.3  Death Prior to Completion of Retirement Benefit or Termination  Benefit. If
     a Participant dies after Retirement or Termination of Employment but before
     the  Retirement  Benefit  or  Termination  Benefit  is  paid in  full,  the
     Participant's  unpaid  Retirement  Benefit or Termination  Benefit payments
     shall continue and shall be paid to the Participant's  Beneficiary over the
     remaining  number of years and in the same  amounts as that  benefit  would
     have been paid to the Participant had the Participant survived. Any payment
     made hereunder shall not be subject to the Deduction Limitation.

                                   ARTICLE 7
                              TERMINATION BENEFIT

7.1  Termination  Benefit.  A Participant  shall receive a Termination  Benefit,
     which shall be equal to the  Participant's  vested  Account  Balance if the
     Participant  experiences  a Termination  of Employment  prior to his or her
     Retirement or death.

7.2  Payment of Termination  Benefit. The Termination Benefit shall be paid in a
     lump sum as follows:  (i) if the  Participant's  Termination  of Employment
     occurs  during  January  through  June of any Plan  Year,  the  Termination
     Benefit shall be paid on or after January 2 of the Plan Year  following the
     Plan  Year of the  Participant's  Termination  of  Employment;  (ii) if the
     Participant's Termination of Employment occurs during July through December
     of any Plan Year, the Termination  Benefit shall be paid on or after July 2
     of the Plan Year following the Plan Year of the  Participant's  Termination
     of Employment.

                                   ARTICLE 8
                            BENEFICIARY DESIGNATION

8.1  Beneficiary.  Each  Participant  shall  have the  right,  at any  time,  to
     designate his or her Beneficiary(ies)  (both primary as well as contingent)
     to  receive  any  benefits  payable  under  the Plan  upon  the  death of a
     Participant.  The Beneficiary designated under this Plan may be the same as
     or different from the Beneficiary  designation  under any other plan of the
     Company in which the Participant participates.

                                       23
<PAGE>

8.2  Beneficiary  Designation/Change.  A Participant  shall designate his or her
     Beneficiary by completing and signing the Beneficiary  Designation Form and
     returning it to the Plan Committee.  A Participant  shall have the right to
     change a Beneficiary  by completing,  signing and otherwise  complying with
     the  terms of the  Beneficiary  Designation  Form and the Plan  Committee's
     rules and  procedures,  as in effect from time to time. Upon the acceptance
     by  the  Plan  Committee  of  a  new  Beneficiary   Designation  Form,  all
     Beneficiary  designations  previously  filed  shall be  canceled.  The Plan
     Committee  shall be  entitled to rely on the last  Beneficiary  Designation
     Form filed by the  Participant and delivered to the Plan Committee prior to
     his or her death.

8.3  Acknowledgment.  No  designation  or change in designation of a Beneficiary
     shall be effective  until received and  acknowledged in writing by the Plan
     Committee or its designated agent.

8.4  No  Beneficiary  Designation.   If  a  Participant  fails  to  designate  a
     Beneficiary  as  provided  in  Sections  8.1,  8.2 and 8.3 above or, if all
     designated  Beneficiaries  predecease  the  Participant  or  die  prior  to
     complete distribution of the Participant's benefits, then the Participant's
     designated  Beneficiary  shall be deemed to be his or her surviving spouse,
     or, if the  Participant  has no surviving  spouse,  the benefits  remaining
     under the Plan to be paid to a Beneficiary shall be payable to the executor
     or personal representative of the Participant's estate.

8.5  Doubt as to  Beneficiary.  If the Plan  Committee  has any  doubt as to the
     proper  Beneficiary  to receive  payments  pursuant to this Plan,  the Plan
     Committee  shall have the right,  exercisable  in its sole  discretion,  to
     cause the Company to withhold such  payments  until this matter is resolved
     to the Plan Committee's satisfaction.

8.6  Discharge  of  Obligations.  The  payment of  benefits  under the Plan to a
     person  believed  in  good  faith  by  the  Plan  Committee  to be a  valid
     Beneficiary  shall fully and completely  discharge the Company and the Plan
     Committee from all further  obligations under this Plan with respect to the
     Participant,  and that  Participant's  Plan Agreement  shall terminate upon
     such full payment of benefits.  Neither the Plan  Committee nor the Company
     shall be obliged to search for any  Participant or  Beneficiary  beyond the
     sending of a registered letter to such  Participant's or Beneficiary's last
     known  address.   If  the  Plan  Committee   notifies  any  Participant  or
     Beneficiary  that he or she is entitled to an amount under the Plan and the
     Participant  or  Beneficiary  fails to claim such amount or make his or her


                                       24
<PAGE>

     location  known to the Plan  Committee  within three (3) years  thereafter,
     then,  except as otherwise  required by law, if the location of one or more
     of the next of kin of the Participant is known to the Plan  Committee,  the
     Plan Committee may direct distribution of such amount to any one or more or
     all of such  next of kin,  and in such  proportions  as the Plan  Committee
     determines.  If the  location  of  none  of the  foregoing  persons  can be
     determined,  the Plan  Committee  shall  have the right to direct  that the
     amount  payable shall be deemed to be a forfeiture and paid to the Company,
     except  that the dollar  amount of the  forfeiture,  unadjusted  for deemed
     gains or losses in the interim, shall be paid by the Company if a claim for
     the benefit  subsequently  is made by the Participant or the Beneficiary to
     whom it was payable.  If a benefit  payable to an unlocated  Participant or
     Beneficiary is subject to escheat pursuant to applicable state law, neither
     the Plan  Committee  nor the Company  shall be liable to any person for any
     payment made in accordance with such law.

                                   ARTICLE 9
                                LEAVE OF ABSENCE

9.1  Paid Leave of Absence.  If a  Participant  is authorized by the Company for
     any reason to take a paid leave of absence  from his or her  service to the
     Company,  the Participant  shall continue to be considered  employed by the
     Company,  and the Annual  Deferral  Amount  shall  continue  to be withheld
     during such paid leave of absence in accordance with Section 3.4.

9.2  Unpaid Leave of Absence.  If a Participant is authorized by the Company for
     any reason to take an unpaid  leave of absence  from his or her  service to
     the Company,  the Participant  shall continue to be considered  employed by
     the Company,  and the  Participant  shall be excused from making  deferrals
     until  the  earlier  of the  date  the  leave  of  absence  expires  or the
     Participant  returns to a paid  service  status.  Upon such  expiration  or
     return,  deferrals shall resume for the remaining  portion of the Plan Year
     in which the expiration or return occurs,  based on the deferral  election,
     if any,  made for that Plan  Year.  If no  election  was made for that Plan
     Year, no deferral shall be withheld.

                                   ARTICLE 10
                       TERMINATION/AMENDMENT/MODIFICATION

10.1 Termination.  Although the Sponsor  anticipates  that it will  continue the
     Plan for an indefinite  period of time,  the Sponsor  reserves the right to
     discontinue its sponsorship of the Plan and/or to terminate the Plan at any


                                       25
<PAGE>

     time with respect to any or all of the Participants.  No such action may be
     taken  without  the  approval  of the  Board.  Upon a  complete  or partial
     termination of the Plan, the Plan  Agreements of the affected  Participants
     shall  terminate and their vested  Account  Balances  (determined as if the
     affected  participants  had  experienced a Termination of Employment on the
     date of Plan termination or, if Plan termination occurs after the date upon
     which a  Participant  was  eligible  to Retire,  then with  respect to that
     Participant,  as if he or she had Retired on the date of Plan termination),
     shall,  subject to Section 10.6, be paid to the  Participants in accordance
     with  their  distribution  elections  in  effect  at the  time of the  Plan
     termination.   Notwithstanding   the  preceding,   if   distribution  of  a
     Participant's Account Balance as a result of the termination of the Plan is
     not permitted by Section 409A, the payment of the Account  Balance shall be
     made  only  after  Plan  benefits  otherwise  become  due  hereunder.   The
     termination  of the Plan  shall not  adversely  affect any  Participant  or
     Beneficiary  who has become  entitled to the payment of any benefits  under
     the Plan as of the date of termination.

     Without  limiting the generality of the  foregoing,  but subject to Section
     409A,  the  Sponsor  reserves  the  right to  terminate  the Plan (or for a
     successor of the Sponsor to terminate the Plan), in its discretion,  and to
     distribute to Participants their vested Account Balances within twelve (12)
     months of a Change In Control.

10.2 Amendment.  The Sponsor may, at any time, amend or modify the Plan in whole
     or in part by the action of the Board; provided, however, that no amendment
     or  modification  shall be effective to decrease or restrict the value of a
     Participant's vested Account Balance in existence at the time the amendment
     or modification is made, calculated as if the Participant had experienced a
     Termination  of  Employment  as of the  effective  date of the amendment or
     modification  or, if the  amendment or  modification  occurs after the date
     upon which the  Participant  was eligible to Retire,  the  Participant  had
     Retired as of the effective date of the amendment or modification.

10.3 Effect  of  Payment.  The full  payment  of the  applicable  benefit  under
     Articles  4,  5,  6  or  7 of  the  Plan  shall  completely  discharge  all
     obligations to a Participant and his or her designated  Beneficiaries under
     this Plan and the Participant's Plan Agreement shall terminate.

                                       26
<PAGE>

10.4 Amendment to Ensure Proper  Characterization  of the Plan.  Notwithstanding
     the  previous  Sections of this  Article 10, the Plan may be amended at any
     time, retroactively if required, if necessary, in the opinion of the Board,
     to ensure  that the Plan is  characterized  as a "top hat" plan of deferred
     compensation  maintained  for  a  select  group  of  management  or  highly
     compensated  employees,   as  described  Sections  201(2),   301(a)(3)  and
     401(a)(1) of ERISA,  to conform the Plan to the provisions of Section 409A,
     to  ensure  that  amounts  deferred  under  the Plan are not  taxable  to a
     Participant  under the  Federal  income tax laws prior to the date on which
     such amounts are made available to the  Participant and to conform the Plan
     to the provisions and  requirements of any other  applicable law (including
     ERISA and the Code).

10.5 Changes in Law Affecting Taxability.

     (a)  Operation.  This Section shall become  operative upon the enactment of
          any change in  applicable  statutory  law or the  promulgation  by the
          Internal Revenue Service of a final regulation or other  pronouncement
          having the force of law,  which  statutory  law, as changed,  or final
          regulation  or   pronouncement,   as  promulgated,   would  cause  any
          Participant  to include in his or her  Federal  gross  income  amounts
          deferred  by the  Participant  under  the  Plan on a date  (an  "Early
          Taxation  Event")  prior to the date on which  such  amounts  are made
          available to him or her hereunder;  provided, however, that no portion
          of this  Section  shall  become  operative  to the extent that portion
          would  result in a  violation  of Section  409A  (e.g.,  by causing an
          impermissible distribution under Section 409A).

     (b)  Affected Right or Feature Nullified. Notwithstanding any other Section
          of this Plan to the contrary (but subject to subsection  (c),  below),
          as of an Early  Taxation  Event,  the feature or features of this Plan
          that would cause the Early  Taxation  Event shall be null and void, to
          the  extent,  and  only  to  the  extent,   required  to  prevent  the
          Participant from being required to include in his or her federal gross
          income amounts deferred by the Participant under the Plan prior to the
          date on which such amounts are made available to him or her hereunder.
          If only a portion of a  Participant's  Account  Balance is impacted by
          the change in the law, then only such portion shall be subject to this
          Section,  with the  remainder  of the Account  Balance not so affected
          being  subject  to such  rights  and  features  as if the law were not
          changed.  If the law only  impacts  Participants  who  have a  certain


                                       27
<PAGE>

          status with respect to the Company,  then only such Participants shall
          be subject to this Section.

     (c)  Tax Distribution.  If an Early Taxation Event is earlier than the date
          on which the statute,  regulation or pronouncement  giving rise to the
          Early Taxation Event is enacted or promulgated,  as applicable  (i.e.,
          if the change in the law is  retroactive),  there shall be distributed
          to each  Participant,  as soon as  practicable  following such date of
          enactment  or  promulgation,  the amounts  that became  taxable on the
          Early Taxation Event.

10.6 Prohibited   Acceleration/Distribution  Timing.  This  Section  shall  take
     precedence  over any other  provision of the Plan or this Article 10 to the
     contrary. No provision of this Plan shall be followed if it would result in
     the  acceleration of the time or schedule of any payment from the Plan in a
     manner that would violate the requirements of Section 409A. In addition, if
     the timing of any  distribution  election  would result in any tax or other
     penalty (other than ordinarily  payable  Federal,  state or local income or
     payroll  taxes),  which tax or  penalty  can be  avoided  by payment of the
     distribution  at a later  time,  then  the  distribution  shall be made (or
     commence,  as the case  may be) on (or as soon as  practicable  after)  the
     first date on which such  distributions  can be made (or commence)  without
     such tax or penalty.

                                   ARTICLE 11
                                 ADMINISTRATION

11.1 Administration.  Except as  otherwise  provided  herein,  the Plan shall be
     administered by the Plan  Committee.  The Plan Committee shall be the named
     fiduciary for purposes of the claims procedure set forth in Article 13 only
     and shall,  except as the Plan  Committee  may  otherwise  determine,  have
     authority to act to the full extent of its absolute discretion to:

     (a)  Interpret the Plan;

     (b)  Resolve and  determine  all  disputes or questions  arising  under the
          Plan,  including the power to determine the rights of Participants and
          Beneficiaries,  and  their  respective  benefits,  and to  remedy  any
          ambiguities, inconsistencies or omissions in the Plan;

                                       28
<PAGE>

     (c)  Create and revise rules and procedures for the  administration  of the
          Plan and prescribe such forms as may be required for  Participants  to
          make elections under, and otherwise participate in, the Plan; and

     (d)  Take any other  actions  and make any other  determinations  as it may
          deem necessary and proper for the administration of the Plan.

     Any expenses  incurred in the  administration  of the Plan shall be paid by
     the Sponsor or the Company.

11.2 Determinations.  Except as the Plan Committee may otherwise  determine (and
     subject to the claims procedure set forth in Article 13), all decisions and
     determinations  by the Plan  Committee  shall be final and binding upon all
     Participants and Beneficiaries.

11.3 General.  No member of the Plan Committee  shall  participate in any matter
     involving  any  questions  relating  solely  to his  own  participation  or
     benefits  under this Plan.  The Plan  Committee  shall be  entitled to rely
     conclusively  upon, and shall be fully  protected in any action or omission
     taken by it in good  faith  reliance  upon,  the  advice or  opinion of any
     persons,  firms or agents  retained  by it,  including  but not  limited to
     accountants, actuaries, counsel and other specialists. Nothing in this Plan
     shall preclude the Sponsor or any Company from  indemnifying the members of
     the Plan  Committee  for all actions  under this Plan,  or from  purchasing
     liability insurance to protect such persons with respect to the Plan.

                                   ARTICLE 12
                         OTHER BENEFITS AND AGREEMENTS

12.1 Coordination  with Other Benefits.  The benefits provided for a Participant
     or a Participant's  Beneficiary under the Plan are in addition to any other
     benefits  available to such Participant under any other plan or program for
     Employees  of  the  Company.  The  Plan  shall  supplement  and  shall  not
     supersede,  modify or amend any other  such plan or  program  except as may
     otherwise be expressly provided.

                                       29
<PAGE>

                                   ARTICLE 13
                               CLAIMS PROCEDURES

13.1 Scope of Claims  Procedures.  This  Article  is based on final  regulations
     issued by the Department of Labor and published in the Federal  Register on
     November  21, 2000 and  codified at 29 C.F.R.  section  2560.503-1.  If any
     provision  of  this  Article  conflicts  with  the  requirements  of  those
     regulations, the requirements of those regulations will prevail.

13.2 Initial  Claim.  Any claim  arising out of or relating to the Plan shall be
     filed with the Plan  Committee.  The Plan Committee  shall review the claim
     itself or appoint an individual or an entity to review the claim.

     (a)  Initial Decision.  The person making the claim (a "Claimant") shall be
          notified  within ninety (90) days after the claim is filed whether the
          claim is allowed  or denied,  unless  the  Claimant  receives  written
          notice from the Plan  Committee  or  appointee  of the Plan  Committee
          prior to the end of the ninety (90) day period  stating  that  special
          circumstances  require an  extension  of the time for  decision,  such
          extension  not to extend  beyond the day which is one  hundred  eighty
          (180) days after the day the claim is filed.

     (b)  Manner and Content of Denial of Initial Claims.  If the Plan Committee
          denies a claim,  it must  provide  to the  Claimant,  in writing or by
          electronic communication:

          (i)   The specific reasons for the denial;

          (ii)  A reference to the Plan provision upon which the denial is based

          (iii) A description of any additional  information or  material that
                the Claimant must provide in order to perfect the claim;

          (iv)  An explanation of why such additional material or information is
                necessary;

          (v)   Notice that the Claimant  has a right to request a review of the
                claim  denial and  information  on the  steps to be taken if the
                Claimant wishes to request a review of the claim denial; and

                                       30
<PAGE>

          (vi)  A statement of the  Participant's  right to bring a civil action
                under ERISA Section  502(a)  following a denial on review of the
                initial denial.

13.3 Review Procedures.

     (a)  Request  for Review.  A request  for review of a denied  claim must be
          made in writing  to the Plan  Committee  within  sixty (60) days after
          receiving  notice of denial.  The  decision  upon  review will be made
          within sixty (60) days after the Plan Committee's receipt of a request
          for review,  unless special circumstances require an extension of time
          for  processing,  in which case a decision  will be rendered not later
          than one  hundred  twenty  (120) days after  receipt of a request  for
          review. A notice of such an extension must be provided to the Claimant
          within the initial  sixty (60) day period and must explain the special
          circumstances and provide an expected date of decision.

          The reviewer  shall afford the Claimant an  opportunity  to review and
          receive,  without  charge,  all relevant  documents,  information  and
          records  and to submit  issues  and  comments  in  writing to the Plan
          Committee.   The  reviewer  shall  take  into  account  all  comments,
          documents,  records and other  information  submitted  by the Claimant
          relating  to the claim  regardless  of  whether  the  information  was
          submitted or considered in the initial benefit determination.

     (b)  Manner and Content of Notice of Decision on Review. Upon completion of
          its  review  of an  adverse  initial  claim  determination,  the  Plan
          Committee  will  give  the  Claimant,  in  writing  or  by  electronic
          notification, a notice containing:

          (i)   its decision;

          (ii)  the specific reasons for the decision;

          (iii) the relevant Plan provisions on which its decision is based;

          (iv)  a statement  that the  Claimant  is  entitled  to  receive, upon
                request and without charge, reasonable access to, and copies of,
                all documents, records and other information in the Plan's files
                which is relevant to the Claimant's claim for benefits;

                                       31
<PAGE>

          (v)  a statement  describing the  Claimant's  right to bring an action
               for judicial review under ERISA Section 502(a); and

          (vi) if  an  internal  rule,  guideline,  protocol  or  other  similar
               criterion was relied upon in making the adverse  determination on
               review, a statement that a copy of the rule, guideline,  protocol
               or other similar criterion will be provided without charge to the
               Claimant upon request.

13.4 Calculation of Time Periods.  For purposes of the time periods specified in
     this Article,  the period of time during which a benefit  determination  is
     required to be made begins at the time a claim is filed in accordance  with
     the Plan procedures without regard to whether all the information necessary
     to make a decision  accompanies  the claim. If a period of time is extended
     due to a Claimant's failure to submit all information necessary, the period
     for making the determination shall be tolled from the date the notification
     is sent to the Claimant until the date the Claimant responds.

13.5 Legal Action. A Claimant's compliance with the foregoing provisions of this
     Article is a mandatory  prerequisite to a Claimant's  right to commence any
     legal  action with  respect to any claims for  benefits  under the Plan.  A
     Claimant  must bring  legal  action  within two (2) years of when the claim
     first arose,  otherwise  such Claimant  shall be barred from bringing legal
     action.

                                   ARTICLE 14
                                     TRUST

14.1 Establishment  of the  Trust.  The  Company  may,  in its sole  discretion,
     establish  the  Trust,  in which  event  the  Company  intends,  but is not
     required,  to  contribute to the Trust at such times and in such amounts as
     the Company shall determine  appropriate,  assets to provide for its future
     liabilities  created with respect to the Annual  Deferral  Amounts,  Annual
     Company  Discretionary   Amounts,   Annual  Company  Discretionary  Benefit
     Restoration Amounts and, if applicable, Former Western Plan Account amounts
     for the Participants.

14.2 Interrelationship of the Plan and the Trust. The provisions of the Plan and
     the Plan Agreement shall govern the rights of a Participant with respect to
     amounts  deferred  under the Plan. The provisions of the Trust shall govern
     the rights of the Company, Participants and the creditors of the Company to


                                       32
<PAGE>

     the assets held by the Trust.  The Company shall at all times remain liable
     to carry out its obligations under the Plan.

14.3 Investment of Trust Assets.  The trustee of the Trust shall be  authorized,
     upon written  instructions  received from the Plan  Committee or investment
     manager appointed by the Plan Committee,  to invest and reinvest the assets
     of the Trust in accordance with the applicable Trust  agreement,  including
     the  reinvestment  of  the  proceeds  in one or  more  investment  vehicles
     designated by the Plan Committee.

14.4 Distributions from the Trust. The Company's  obligations under the Plan may
     be  satisfied  with Trust assets  distributed  pursuant to the terms of the
     Trust,  and any such  distribution  shall reduce the Company's  obligations
     under this Plan.

                                   ARTICLE 15
                                 MISCELLANEOUS

15.1 Status of Plan.  The Plan is  intended  to be a plan that is not  qualified
     within the  meaning of Code  Section  401(a) and that "is  unfunded  and is
     maintained by an employer  primarily for the purpose of providing  deferred
     compensation  for a  select  group  of  management  or  highly  compensated
     employees"  within the meaning of Sections 201(2),  301(a)(3) and 401(a)(1)
     of ERISA.  The Plan shall be  administered  and  interpreted  to the extent
     possible in a manner consistent with that intent.

15.2 Unsecured General Creditor.  Participants and their  Beneficiaries,  heirs,
     successors and assigns shall have no legal or equitable  rights,  interests
     or claims in any  property or assets of the  Company.  For  purposes of the
     payment of benefits  under this Plan,  any and all of the Company's  assets
     shall be, and remain,  the general,  unpledged  unrestricted  assets of the
     Company. The Company's obligation under the Plan shall be merely that of an
     unfunded and unsecured promise to pay money in the future.

15.3 Company's  Liability.  The Company's  liability for the payment of benefits
     shall be defined only by the Plan and the Plan Agreement. The Company shall
     have no  obligation  to a  Participant  under the Plan except as  expressly
     provided in the Plan and his or her Plan Agreement.

                                       33
<PAGE>

15.4 Nonassignability. Neither a Participant nor any other person shall have any
     right to commute, sell, assign, transfer, pledge,  anticipate,  mortgage or
     otherwise encumber, transfer, hypothecate, alienate or convey in advance of
     actual receipt, the amounts deferred hereunder,  or any part thereof, which
     are, and all rights to which are expressly declared to be, unassignable and
     non-transferable.  Except as set  forth in  Section  15.15,  no part of the
     amounts deferred  hereunder shall,  prior to actual payment,  be subject to
     seizure,  attachment,  garnishment or sequestration  for the payment of any
     debts, judgments,  alimony or separate maintenance owed by a Participant or
     any other  person,  be  transferable  by operation of law in the event of a
     Participant's  or  any  other  person's  bankruptcy  or  insolvency  or  be
     transferable to a spouse as a result of a property settlement or otherwise.

15.5 Not a Contract of  Employment.  The terms and conditions of this Plan shall
     not be deemed to  constitute a contract of  employment  between the Company
     and the  Participant.  Subject  to any  employment  agreement  to which the
     Company and the  Participant  may be  parties,  such  employment  is hereby
     acknowledged  to be an  "at  will"  employment  relationship  that  can  be
     terminated at any time for any reason, or no reason, with or without cause,
     and  with  or  without  notice,  unless  expressly  provided  in a  written
     employment  agreement.  Nothing  in this  Plan  shall be  deemed  to give a
     Participant  the right to be  retained  in the service of the Company or to
     interfere  with the right of the Company to  discipline  or  discharge  the
     Participant at any time.

15.6 Furnishing  Information.  A  Participant  or his or  her  Beneficiary  will
     cooperate  with the Plan  Committee by furnishing  any and all  information
     requested  by the Plan  Committee  and take such  other  actions  as may be
     requested in order to  facilitate  the  administration  of the Plan and the
     payments of benefits  hereunder,  including  but not limited to taking such
     physical examinations as the Plan Committee may deem necessary.

15.7 Terms.  Whenever any words are used herein in the masculine,  they shall be
     construed as though they were in the feminine in all cases where they would
     so apply;  and whenever any words are used herein in the singular or in the
     plural,  they shall be  construed as though they were used in the plural or
     the singular, as the case may be, in all cases where they would so apply.

15.8 Captions.  The captions of the  articles,  sections and  paragraphs of this
     Plan are for  convenience  only and shall not control or affect the meaning
     or construction of any of its provisions.

                                       34
<PAGE>

15.9  Governing  Law.  Subject  to ERISA,  the  provisions of this Plan shall be
      construed  and interpreted  according to the internal laws of the State of
      Georgia without regard to its conflicts of laws principles.

15.10 Notice. Any notice or filing required or permitted to be given to the Plan
      Committee   under  this  Plan  shall  be  sufficient  if  in  writing  and
      hand-delivered,  or sent by  registered or certified  mail, to the address
      below:

                              Director of Benefits
                            Benefits Administration
                    Rollins, Inc. Deferred Compensation Plan
                                 Rollins, Inc.
                             2170 Piedmont Road NE
                             Atlanta, Georgia 30324

      Any notice or filing  required or  permitted to be given to a  Participant
      under this Plan shall be sufficient if in writing and  hand-delivered,  or
      sent by mail, to the last known address of the Participant.

      Such notices or filings  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 on
      the receipt for registration or certification.

15.11 Successors.  The  provisions  of this  Plan  shall bind  and  inure to the
      benefit of the Company and its successors and assigns and the  Participant
      and the Participant's designated Beneficiaries.

15.12 Spouse's Interest. The interest in the benefits hereunder of a spouse of a
      Participant who has predeceased  the Participant shall automatically pass
      to the Participant  and shall not be transferable by such spouse in  any
      manner, including  but not limited to such spouse's  will, nor shall such
      interest pass under the laws of intestate succession.

15.13 Validity. In case any  provision  of this Plan shall be illegal or invalid
      for any  reason,  said  illegality  or invalidity  shall  not  affect  the
      remaining  parts hereof, but this Plan shall  be construed and enforced as
      if such illegal or invalid provision had never been inserted herein.

                                       35
<PAGE>

15.14 Incompetent.  If the Plan  Committee  determines in its discretion  that a
      benefit  under this  Plan is to be  paid to a  minor,  a  person  declared
      incompetent or to a person  incapable of handling the  disposition of that
      person's property, the Plan Committee may direct payment  of such benefit
      to  the  guardian,  legal  representative  or  person having  the care and
      custody of such minor, incompetent or incapable person. The Plan Committee
      may require proof of minority, incompetence, incapacity  or  guardianship,
      as  it  may deem  appropriate  prior  to distribution of the benefit.  Any
      payment of a benefit shall be a payment for the account of the Participant
      and the Participant's Beneficiary,  as  the  case may be, and  shall  be a
      complete  discharge  of  any  liability under  the Plan  for  such payment
      amount.

15.15 Court  Order.  The  Plan  Committee  is authorized  to make  any  payments
      directed  by  court  order  in any  action  in which  the Plan or the Plan
      Committee  has been named as a party.  In addition, if a court  determines
      that a spouse or former  spouse of a Participant  has an  interest  in the
      Participant's  benefits under the Plan under applicable community property
      or similar laws, the Plan Committee, in  its sole  discretion, shall  have
      the  right,  notwithstanding  any  election  made  by  a  Participant,  to
      immediately distribute the spouse's or former  spouse's  interest  in  the
      Participant's benefits under the Plan to that spouse or former  spouse  in
      accordance  with Section 409A.

15.16 Insurance.  The Company,  on its  own behalf or on  behalf of  the trustee
      of  the Trust,  and, in  its  sole  discretion,  may apply for and procure
      insurance  on  the  life of a  Participant,  in such  amounts and  in such
      forms as the  Company  may  choose.  The  Company or the  trustee  of  the
      Trust,  as the case may be, shall be the sole  owner  and  beneficiary  of
      any  such insurance.  The  Participant shall  have no interest  whatsoever
      in any such policy or policies, and  at  the request  of the Company shall
      submit to medical  examinations and  supply  such  information and execute
      such documents as may be required  by  the  insurance company or companies
      to whom the Company has applied for insurance.

15.17 Aggregation of  Employers.  To  the extent required under Section 409A, if
      the  Company  is  a  member of a  controlled  group of  corporations  or a
      group of trades or business  under common  control (as described  in  Code
      ss.414(b)  or (c)),  all   members  of the  group  shall be  treated  as a
      single  Company  for  purposes of whether  there has occurred a Separation
      from  Service and  for  any other  purposes under the Plan as Section 409A
      shall require.

                                       36
<PAGE>


     IN WITNESS WHEREOF, the Sponsor has signed this Plan document as of July 1,
2005.

                                         ROLLINS, INC.


                                         By: /s/ Gary W. Rollins
                                             -----------------------------------
                                         Title: President
                                             -----------------------------------



                                       37

<PAGE>
                                   Schedule A

                               Measurement Funds

Pursuant  to  Section  3.9(d),  the  Participant  may  elect  one or more of the
following Measurement Funds:

--------------------------------------------------------------------------------
Fund Class                Measurement Funds
--------------------------------------------------------------------------------

Capital Preservation      Vanguard VVIF Money Market Portfolio

Income                    PIMCO VIT Total Return Portfolio

Balanced                  Vanguard VVIF Balanced Portfolio (Wellington)

Large Value               Vanguard VVIF Diversified Value Portfolio (Windsor II)

Large Growth              Fidelity VIP Contrafund Portfolio

Large Cap Stock Blend     Vanguard VIF Equity Index Portfolio

Mid Cap Value             Third Avenue VST Value Portfolio

Mid Cap Growth            Fidelity VIP Mid Cap Growth Portfolio

Small Cap                 Royce Capital Small Cap Portfolio

Foreign Stock             First Eagle VF Overseas Variable Fund



<PAGE>
                                   Schedule B

                             Participating Employers

Pursuant to Section 1.13,  the following  affiliates of the Sponsor have elected
to adopt the Plan and become participating employers under the Plan:

--------------------------------------------------------------------------------
NAME OF PARTICIPATING EMPLOYER
--------------------------------------------------------------------------------
Industrial Fumigant Company
--------------------------------------------------------------------------------
Western Industries-North, Inc.
--------------------------------------------------------------------------------
Orkin, Inc.
--------------------------------------------------------------------------------
Rollins Supply, Inc.
--------------------------------------------------------------------------------
Western Industries-South, Inc.
--------------------------------------------------------------------------------