Exhibit 10.10  International
Rectifier Corporation Deferred
Compensation Plan Master
Plan Document  Amended
and Restated  Effective January 1,
2009


TABLE OF CONTENTS  Page1.1
  Account Balance
  11.2
  Annual Deferral Amount
  11.3
  Annual Installment Method
  11.4
  Base Salary
  21.5
  Beneficiary
  21.6
  Beneficiary Designation Form
  21.7
  Board
  21.8
  Bonus
  21.9
  Change in Control
  31.10
  Change in Control Termination
  41.11
  Change in Control Termination Benefit
  41.12
  Claimant
  41.13
  Code
  41.14
  Committee
  41.15
  Company
  41.16
  Company Contribution Account
  41.17
  Company Contribution Amount
  41.18
  Death Benefit
  41.19
  Deferral Account
  51.20
  Director
  51.21
  Director Fees
  51.22
  Disability or Disabled
  51.23
  Disability Benefit
  51.24
  Election Form
  51.26
  Employer(s)
  51.27
  ERISA
  61.28
  First Plan Year
  61.29
  Participant
  61.30
  Plan
  61.31
  Plan Agreement
  6  i


TABLE OF CONTENTS (continued)  Page1.32
  Plan Year
  61.33
  Retirement, Retire(s) or Retired
  61.34
  Retirement Benefit
  71.35
  Scheduled Distribution
  71.36
  Separation from Service
  71.38
  Specified Employee
  81.39
  Subsidiary
  81.40
  Termination Benefit
  91.41
  Trust
  91.42
  Unforeseeable Emergency
  91.43
  Years of Service
  9  ii


INTERNATIONAL
RECTIFIER CORPORATION
DEFERRED COMPENSATION PLANAmended and Restated
Effective January 1, 2009  Purpose  The purpose of this Plan is to provide
specified benefits to Directors and a select group of management or highly
compensated Employees who contribute materially to the continued growth,
development and future business success of International Rectifier Corporation,
a Delaware corporation, and its subsidiaries, if any, that sponsor this Plan.  This Plan shall be unfunded for tax purposes
and for purposes of Title I of ERISA.  This Plan is intended to comply with all
applicable law, including Code Section 409A and related Treasury guidance
and Regulations, and shall be operated and interpreted in accordance with this
intention.  ARTICLE I DEFINITIONS  For the 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, an entry on the records of the Employer equal to the sum of (i) the
Participants Deferral Account balance and (ii) the Participants Company
Contribution Account balance.  The
Committee may establish such other subaccounts as are advisable in the
administration of this Plan.  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 the Participant, or his or her Beneficiary,
pursuant to this Plan.  If a Participant is both an Employee and a
Director and participates in the Plan in each capacity, then separate Account
Balances (and separate subaccounts, if applicable) shall be established for
such Participant as a device for the measurement and determination of the (a) amounts
deferred under the Plan that are attributable to the Participants status as an
Employee, and (b) amounts deferred under the Plan that are attributable to
the Participants status as a Director.  1.2           Annual Deferral Amount as to a
Participant shall mean that portion of the Participants Base Salary, Bonus and
Director Fees that the Participant defers in accordance with Article 3 for
any one Plan Year, without regard to whether such amounts are withheld and
credited during such Plan Year.  In the
event of a Participants Retirement, Disability, death or Separation from
Service prior to the end of a Plan Year, the Participants Annual Deferral
Amount for that Plan Year shall be the actual amount withheld prior to such
event.  1.3           Annual Installment Method shall be
an annual installment payment over the number of years selected by the
Participantin accordance with
this Plan, calculated as  1


follows:  (i) for the first annual installment,
the Participants vested Account Balance shall be calculated as of the close of
business on or around the last business day that occurs prior to the
commencement of the Participants Plan benefits,and (ii) for remaining annual installments, the
Participants remaining vested Account Balance (which shall continue to be
adjusted pursuant to Section 3.8 over the period that installment payments
are made) shall be calculated as of the close of business on or around the
business day that occurs on or about the next anniversary of the first annual
installment payment to the Participant or on or around the first day of each
Plan Year following the Plan Year in which the Participant Retires or
experiences a Change in Control Termination, whichever payment timing is
selected by the Committee in its sole discretion in the circumstances.  Each annual installment shall be calculated
by multiplying the applicable balance by a fraction, the numerator of which is
one and the denominator of which is the remaining number of annual payments due
the Participant.  By way of example, if
the Participant elects a ten (10) year Annual Installment Method for the
Retirement Benefit, the first payment shall be 1/10 of the vested Account
Balance, calculated as described in this definition.  The following year, the payment shall be 1/9
of the vested Account Balance, calculated as described in this definition.  1.4           Base Salary with respect to a
Participant shall mean the Participants annual cash compensation relating to
services performed for an Employer during the applicable Plan Year, excluding
distributions from nonqualified deferred compensation plans, bonuses
(including, without limitation, Bonuses), commissions, overtime, fringe
benefits, stock options, stock appreciation rights, restricted stock, stock
units, performance shares, performance units, other incentive payments (whether
or not related to stock), non-monetary awards, relocation expenses, director fees
(including, without limitation, Director Fees) and other fees, severance pay,
and automobile and other allowances paid to a Participant.  Base Salary shall be calculated before
reduction for compensation voluntarily deferred or contributed by the Participant
pursuant to all qualified or nonqualified plans of any Employer and shall be
calculated to include amounts not otherwise included in the Participants gross
income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to
plans established by any Employer; provided, however, that all such amounts
will be included in compensation only to the extent that, had there been no
such plan, the amount would have been payable in cash to the Employee and
otherwise would have been included in the Participants Base Salary for the
relevant year.  1.5           Beneficiary as to a Participant
shall mean one or more persons, trusts, estates or other entities that are
entitled, in accordance with Article 10, to receive the Participants
benefits under this Plan upon the death of the Participant.  1.6           Beneficiary Designation Form shall
mean the form established from time to time by the Committee that a Participant
must complete, sign and return to the Committee in order to designate one or
more Beneficiaries in accordance with Article 10.  1.7           Board shall mean the board of
directors of the Company.  1.8Bonus with respect to a
Participant shall mean any cash compensation, in addition to Base Salary,
earned by the Participant for services rendered for an Employer during the applicable Plan Year, payable to the
Participant under any Employers annual, semi-annual or quarterly bonus plans
and/or short or long-term incentive plans.  2


1.9Change in Control shall mean
the occurrence of a change in the ownership, a change in the effective
control or a change in the ownership of a substantial portion of the assets
of a corporation, as determined in accordance with this Section.  In order for an event described below to
constitute a Change in Control with respect to a Participant, except as
otherwise provided in part (b)(ii) of this Section, the applicable
event must relate to the corporation for which the Participant is providing
services, the corporation that is liable for payment of the Participants
Account Balance (or all corporations liable for payment if more than one), as
identified by the Committee in accordance with Treas. Reg.
§1.409A-3(i)(5)(ii)(A)(2), or such other corporation identified by the
Committee in accordance with Treas. Reg. §1.409A-3(i)(5)(ii)(A)(3).  In determining whether an event shall be
considered a change in the ownership, a change in the effective control or
a change in the ownership of a substantial portion of the assets of a
corporation, the following provisions shall apply:  (a)Achange
in the ownership of the applicable corporation shall occur on the date on
which any one person, or more than one person acting as a group, acquires
ownership of stock of such corporation that, together with stock held by such
person or group, constitutes more than 50% of the total fair market value or
total voting power of the stock of such corporation, as determined in
accordance with Treas. Reg. §1.409A-3(i)(5)(v). 
If a person or group is considered either to own more than 50% of the
total fair market value or total voting power of the stock of such corporation,
or to have effective control of such corporation within the meaning of part (b) of
this Section, and such person or group acquires additional stock of such
corporation, the acquisition of additional stock by such person or group shall
not be considered to cause a change in the ownership of such corporation.  (b)A change in the effective
control of the applicable corporation shall occur on either of the following
dates:  (i)            The date on which any one person, or
more than one person acting as a group, acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition by such
person or persons) ownership of stock of such corporation possessing 30% or
more of the total voting power of the stock of such corporation, as determined
in accordance with Treas. Reg. §1.409A-3(i)(5)(vi).  If a person or group is considered to possess
30% or more of the total voting power of the stock of a corporation, and such
person or group acquires additional stock of such corporation, the acquisition
of additional stock by such person or group shall not be considered to cause a change
in the effective control of such corporation; or  (ii)           The date on which a majority of the
members of the applicable corporations board of directors is replaced during
any 12-month period by directors whose appointment or election is not endorsed
by a majority of the members of such corporations board of directors before
the date of the appointment or election, as determined in accordance with
Treas. Reg. §1.409A-3(i)(5)(vi).  In
determining whether the event described in the preceding sentence has occurred,
the applicable corporation to  3


which the event must relate shall only
include a corporation identified in accordance with Treas. Reg. §1.409A-3(i)(5)(ii) for
which no other corporation is a majority shareholder.  (c)           A change in the ownership of a
substantial portion of the assets of the applicable corporation shall occur on
the date on which any one person, or more than one person acting as a group,
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) assets from the corporation
that have a total gross fair market value equal to or more than 40% of the
total gross fair market value of all of the assets of the corporation
immediately before such acquisition or acquisitions, as determined in
accordance with Treas. Reg. §1.409A-3(i)(5)(vii).  A transfer of assets shall not be treated as
a change in the ownership of a substantial portion of the assets when such
transfer is made to an entity that is controlled by the shareholders of the
transferor corporation, as determined in accordance with Treas. Reg.
§1.409A-3(i)(5)(vii)(B).  1.10         Change in Control Termination shall
mean the Participants Separation from Service with the Company and all other
Employers for any reason, other than a termination due to the Participants
death or Disability, that occurs upon or during the two (2) year period
following the occurrence of a Change in Control.  If a Participant is both an Employee and a
Director, a Change in Control Termination shall not occur unless and until the
Participant is no longer an Employee and is no longer a Director.  1.11         Change in Control Termination Benefit
shall mean the benefit set forth in Article 5.  1.12         Claimant shall have the meaning set
forth in Section 15.1.  1.13         Code shall mean the United States
Internal Revenue Code of 1986, as it may be amended from time to time.  1.14         Committee shall mean the committee
described in Article 13.  1.15         Company shall mean International
Rectifier Corporation, a Delaware corporation, and any successor to all or
substantially all of the Companys assets or business.  1.16         Company Contribution Account as to a
Participant shall mean (i) the sum of the Participants Company
Contribution Amounts, plus (ii) amounts credited (net of amounts debited,
which may result in an aggregate negative number) to the Participants Company
Contribution Account in accordance with this Plan, less (iii) all
distributions made to the Participant or his or her Beneficiary pursuant to this
Plan that relate to the Participants Company Contribution Account.  1.17         Company Contribution Amount as to a
Participant shall mean, for any one Plan Year, the amount determined in
accordance with Section 3.4 with respect to that Participant.  1.18         Death Benefit shall mean the benefit
set forth in Article 9.  4


1.19Deferral Account as to a
Participant shall mean (i) the sum of all of the Participants Annual
Deferral Amounts, plus (ii) amounts credited (net of amounts debited,
which may result in an aggregate negative number) to the Participants Deferral
Account in accordance with this Plan, 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.  1.20Director shall mean any
member of the Board.  1.21Director Fees with respect to
a Director shall mean the annual cash fees paid to the Director from the
Company, including cash retainer fees and cash meetings fees, as compensation
for serving on the Board for the applicable Plan Year.  1.22Disability or Disabled
shall mean that a Participant is either (a) unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months, or (b) by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than 3 months under an accident and health plan covering employees
of the Participants Employer.  For
purposes of this Plan, a Participant shall be deemed Disabled if determined to
be totally disabled by the Social Security Administration.  A Participant shall also be deemed Disabled
if determined to be disabled in accordance with the applicable disability
insurance program of such Participants employer, provided that the definition
of disability applied under such disability insurance program complies with
the requirements of this Section.  1.23Disability Benefit shall mean
the benefit set forth in Article 8.  1.24Election Form shall mean the
form, which may be in electronic format, established from time to time by the
Committee that a Participant must complete, sign and return to the Committee in
order to make an election under this Plan.  1.25Employee shall mean a person
who is an employee of any Employer.  1.26Employer(s) shall mean  (a)Except as otherwise provided in
part (b) of this Section, the Company and/or any of its Subsidiaries (now
in existence or hereafter formed or acquired) that have been selected by the
Board to participate in this Plan and have adopted this Plan as a sponsor (or,
as the context may require, the Company or other Employer that actually employs
the Participant in question).  (b)For the purpose of determining
whether a Participant has experienced a Separation from Service, the term Employer
shall mean:  (i)            The entity for which the Participant
performs services and with respect to which the legally binding right to
compensation deferred or contributed under this Plan arises; and  5


(ii)           All other entities with which the
entity described above would be aggregated and treated as a single employer
under Code Section 414(b) (controlled group of corporations) and Code
Section 414(c) (a group of trades or businesses, whether or not
incorporated, under common control), as applicable.  1.27ERISA shall mean the United
States Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.  1.28First Plan Year shall mean
the period beginning July 5, 2004 and ending December 31, 2004.  1.29Participant shall mean any
Employee or Director (i) in the case of an Employee, who is selected to
participate in this Plan, (ii) who elects to participate in this Plan, and
(iii) who signs, completes and submits to the Company an executed Plan
Agreement, Election Form and Beneficiary Designation Form, which are
accepted by the Committee.  (The term Participant
includes, to the extent required by the context, any current or former Employee
or Director with a remaining Account Balance under this Plan, regardless of
whether he or she is eligible to defer additional compensation under this
Plan.)  1.30Plan shall mean the
International Rectifier Corporation Deferred Compensation Plan, which shall be
evidenced by this instrument and by each Plan Agreement, as they may be amended
from time to time.  1.31Plan Agreement shall mean a
written agreement, as it may be amended from time to time, which is entered
into by and between an Employer and a Participant.  Each Plan Agreement executed by a Participant
and the Participants Employer shall provide for the entire benefit to which
such Participant is entitled under this Plan; should there be more than one
Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the
Employer 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 this Plan or limit the
benefits otherwise provided under this Plan; provided, however, that any such
additional benefits or benefit limitations must be agreed to by both the
Employer and the Participant.  1.32Plan Year shall, except for
the First Plan Year, mean a period beginning on January 1 of each calendar
year and continuing through December 31 of such calendar year.  1.33Retirement, Retire(s) or Retired
shall mean, with respect to an Employee, a Separation from Service for any
reason other than the Participants death or Disability, or a Change in Control
Termination, that occurs on or after the date on which the sum of the Employees
age and full Years of Service equals at least sixty (60); and shall mean with
respect to a Director, a Separation from Service.  If a Participant is both an Employee and a
Director and participates in the Plan in each capacity, (a) the
determination of whether the Participant qualifies for Retirement as an Employee
shall be made when the Participant experiences a Separation from Service as an
Employee and such determination shall only apply to the applicable Account
Balance established in accordance with Section 1.1 for amounts deferred
under the Plan as an Employee, and (b) the determination of whether the
Participant  6


qualifies for
Retirement as a Director shall be made at the time the Participant experiences
a Separation from Service as a Director and such determination shall only apply
to the applicable Account Balance established in accordance with Section 1.1
for amounts deferred under the Plan as a Director.  1.34         Retirement Benefit shall mean the
benefit set forth in Article 6.  1.35         Scheduled Distribution shall mean the
distribution set forth in Section 4.1.  1.36         Separation from Service shall mean a
termination of services provided by a Participant to his or her Employer,
whether voluntarily or involuntarily, other than by reason of death or Disability,
as determined by the Committee in accordance with Treas. Reg.
§1.409A-1(h).  In determining whether a
Participant has experienced a Separation from Service, the following provisions
shall apply:  (a)           For a Participant who provides
services to an Employer as an Employee, except as otherwise provided in part (c) of
this Section, a Separation from Service shall occur when such Participant has
experienced a termination of employment with such Employer.  A Participant shall be considered to have
experienced a termination of employment when the facts and circumstances
indicate that the Participant and his or her Employer reasonably anticipate
that either (i) no further services will be performed for the Employer
after a certain date, or (ii) that the level of bona fide services the
Participant will perform for the Employer after such date (whether as an
Employee or as an independent contractor) will permanently decrease to no more
than 20% of the average level of bona fide services performed by such Participant
(whether as an Employee or an independent contractor) over the immediately
preceding 36-month period (or the full period of services to the Employer if
the Participant has been providing services to the Employer less than 36
months).  If a Participant is on military leave, sick
leave, or other bona fide leave of absence, the employment relationship between
the Participant and the Employer shall be treated as continuing intact,
provided that the period of such leave does not exceed 6 months, or if longer,
so long as the Participant retains a right to reemployment with the Employer
under an applicable statute or by contract. 
If the period of a military leave, sick leave, or other bona fide leave
of absence exceeds 6 months and the Participant does not retain a right to
reemployment under an applicable statute or by contract, the employment
relationship shall be considered to be terminated for purposes of this Plan as
of the first day immediately following the end of such 6-month period.  In applying the provisions of this paragraph,
a leave of absence shall be considered a bona fide leave of absence only if
there is a reasonable expectation that the Participant will return to perform
services for the Employer.  (b)           For a Participant who provides
services to an Employer as an independent contractor, except as otherwise
provided in part (c) of this Section, a Separation from Service shall
occur upon the expiration of the contract (or in the case of more than one
contract, all contracts) under which services are performed for such Employer,
provided that the expiration of such contract(s) is determined by the
Committee to constitute a good-faith and complete termination of the
contractual relationship between the Participant and such Employer.  7


(c)           For a Participant who provides
services to an Employer as both an Employee and an independent contractor, a
Separation from Service generally shall not occur until the Participant has
ceased providing services for such Employer both as an Employee and as an
independent contractor, as determined in accordance with the provisions set
forth in parts (a) and (b) of this Section, respectively.  Similarly, if a Participant either (i) ceases
providing services for an Employer as an independent contractor and begins
providing services for such Employer as an Employee, or (ii) ceases
providing services for an Employer as an Employee and begins providing services
for such Employer as an independent contractor, the Participant will not be
considered to have experienced a Separation from Service until the Participant
has ceased providing services for such Employer in both capacities, as
determined in accordance with the applicable provisions set forth in parts (a) and
(b) of this section.  Notwithstanding the foregoing provisions in
this part (c), if a Participant provides services for an Employer as both an
Employee and as a Director, to the extent permitted by Treas. Reg. §1.409A-1(h)(5) the
services provided by such Participant as a Director shall not be taken into
account in determining whether the Participant has experienced a Separation
from Service as an Employee, and the services provided by such Participant as
an Employee shall not be taken into account in determining whether the
Participant has experienced a Separation from Service as a Director.  1.37         Similar Plan shall mean a plan
required to be aggregated with this Plan under Treas. Reg. §1.409A-1(c)(2)(i).  1.38         Specified Employee shall mean any
Participant who is determined to be a key employee (as defined under Code Section 416(i) without
regard to paragraph (5) thereof) for the applicable period, as determined
annually by the Committee in accordance with Treas. Reg. §1.409A-1(i).  In determining whether a Participant is a
Specified Employee, the following provisions shall apply:  (a)           The Committees identification of the
individuals who fall within the definition of key employee under Code Section 416(i) (without
regard to paragraph (5) thereof) shall be based upon the 12-month period
ending on each December 31st (referred to below as the identification date).  In applying the applicable provisions of Code
Section 416(i) to identify such individuals, compensation shall be
determined in accordance with Treas. Reg. §1.415(c)-2(a) without regard to
(i) any safe harbor provided in Treas. Reg. §1.415(c)-2(d), (ii) any
of the special timing rules provided in Treas. Reg. §1.415(c)-2(e), and (iii) any
of the special rules provided in Treas. Reg. §1.415(c)-2(g); and  (b)           Each Participant who is among the
individuals identified as a key employee in accordance with part (a) of
this Section shall be treated as a Specified Employee for purposes of this
Plan if such Participant experiences a Separation from Service during the
12-month period that begins on the April 1st following the applicable identification date.  1.39         Subsidiary means any corporation or
other entity a majority of whose outstanding voting stock or voting power is
beneficially owned directly or indirectly by the Company.  8


1.40         Termination Benefit shall mean the
benefit set forth in Article 7.  1.41         Trust shall mean one or more trusts
established by the Company in accordance with Article 16.  1.42         Unforeseeable Emergency shall mean a
severe financial hardship of the Participant resulting from (a) an illness
or accident of the Participant, the Participants spouse, the Participants
Beneficiary or the Participants dependent (as defined in Code Section 152
without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a
loss of the Participants property due to casualty, or (c) such other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant, all as determined by the
Committee based on the relevant facts and circumstances.  1.43         Years of Service shall mean the total
number of whole years in which a Participant has been employed by one or more
Employers.  A Participants whole years
of employment for this purpose shall be determined by dividing (i) the
total number of calendar days that the Participant was employed by one or more
Employers (with employment by multiple Employers on any single calendar day
counted only as one day of employment), by (ii) 365; with any fractional
year of service rounded down to the next whole number.  If a Participant incurs a severance from
employment and is later re-employed, all days of employment (including pre- and
post-break in employment service) with one or more Employers will be aggregated
for this purpose.  ARTICLE II SELECTION,
ENROLLMENT, ELIGIBILITY  2.1           Selection by Committee.  Participation in this Plan shall be limited
to Directors and, as determined by the Committee in its sole discretion, a
select group of management and highly compensated Employees.  From that group of eligible Employees, the
Committee shall select, in its sole discretion, those Employees who may
actually participate in this Plan. 
Unless otherwise provided by the Board, each Director may participate in
this Plan.  2.2           Enrollment and Eligibility
Requirements; Commencement of Participation.  (a)           As a condition to participation, each
Director or selected Employee who is eligible to participate in this Plan shall
complete, execute and return to the Committee a Plan Agreement, an Election Form and
a Beneficiary Designation Form.  In
addition, the Committee shall establish from time to time such other enrollment
requirements as it determines are advisable in its sole discretion.  Except as provided in the next sentence, with
respect to any Plan Year after the First Plan Year each Director or selected
Employee must complete these requirements before the first day of that Plan
Year in order to participate in this Plan for that Plan Year; provided that the
Committee may, in its sole discretion, establish other deadlines with respect
to Election Forms to defer one or more Bonuses payable to any Participant or
class of Participants.  A person who
first becomes a Director or is otherwise first selected as an Employee eligible
to participate in this Plan during a Plan Year, as determined in accordance
with Treas. Reg. §1.409A-2(a)(7)(ii) and the plan aggregation rules provided
in Treas. Reg.  9


§1.409A-1(c)(2), must
complete these requirements within thirty (30) days after he or she first
becomes a Director or is first selected to participate in this Plan, as
applicable, in order to participate in this Plan for that Plan Year, and, in
such event, such persons participation in this Plan shall not commence earlier
than the date determined by the Committee pursuant to Section 2.2(b) and
such person shall not be permitted to defer under this Plan any portion of his
or her Base Salary, Bonus and/or Director Fees that are paid with respect to
services performed prior to his or her participation commencement date.  If a deferral election made in accordance
with this Section 2.2(a) relates to compensation earned based upon a
specified performance period, the amount eligible for deferral shall be equal
to (i) the total amount of compensation for the performance period,
multiplied by (ii) a fraction, the numerator of which is the number of
days remaining in the service period after the Participants deferral election
is made, and the denominator of which is the total number of days in the
performance period.  (b)           Each Employee or Director who is
eligible to participate in this Plan shall commence participation in this Plan
on the date that the Committee determines, in its sole discretion, that the
Employee or Director has met all enrollment requirements set forth in this Plan
and required by the Committee, including returning all required documents to
the Committee within the specified time period. 
The Committee shall process such Participants deferral election as soon
as administratively practicable after such deferral election is submitted to
and accepted by the Committee.  After
completing the participation requirements described in this Section 2.2, a
Participant shall not, unless otherwise expressly required by the Committee, be
required to again complete the enrollment process described in this Section 2.2
in order to participate in this Plan in any subsequent Plan Year; provided that
the Committee may require Participants to complete new deferral elections each
year and may require a Participant who ceases to make deferrals to this Plan
for any period of time to re-enroll pursuant to this Section 2.2.  (c)           If an Employee or a Director fails to
meet all requirements contained in this Section 2.1 within the period
required, that Employee or Director shall not be eligible to participate in
this Plan during such Plan Year.  2.3           Termination of a
Participants Eligibility. 
If the Committee determines in its sole discretion that an Employee
Participant no longer qualifies as a member of a select group of management or
highly compensated employees, as membership in such group is determined in
accordance with Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA, or that the inclusion of Directors in this Plan could violate any
applicable law or jeopardize the status of this Plan as a plan intended to be unfunded
and 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 ERISA Sections 201(2), 301(a)(3) and 401(a)(1), the
Committee shall have the right, in its sole discretion, to prevent the
Participant from making future deferral elections for future Plan Years.  In the event that a Participant is no longer
eligible to defer compensation under this Plan, the Participants Account
Balance shall nevertheless continue to be adjusted pursuant to Section 3.8
until the Participants Plan benefits are paid in accordance with the terms of
this Plan and, to the maximum extent permitted by law, the Participant shall
continue to have the ability to make Measurement Fund elections pursuant to Section 3.8
until such payment occurs.  10


ARTICLE III DEFERRAL
COMMITMENTS, COMPANY CONTRIBUTION AMOUNTS, VESTING, CREDITING, TAXES  3.1           Minimum Deferrals.  (a)           Annual Deferral Amount.  For each Plan Year, a Participant may elect
to defer, as his or her Annual Deferral Amount, Base Salary, Bonus and/or
Director Fees, as applicable, that at the time of the election is expected to
result in the following minimum amounts for each deferral elected:  Deferral
  
  Minimum AmountBase Salary and/or Bonus
  
  $5,000 in the aggregateDirector Fees
  
  $0  If the Committee determines, in its sole
discretion, prior to the beginning of a Plan Year that a Participant has made
an election that reasonably will result in a deferral for less than the stated
minimum amounts, or if no election is made, the amount deferred shall be zero.  (b)           Short Plan Year.  Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan Year, the
minimum Annual Deferral Amount shall be an amount equal to the minimum set
forth above, multiplied by a fraction, the numerator of which is the number of
complete months remaining in the Plan Year and the denominator of which
is 12.  3.2           Maximum
Deferral.  (a)           Annual Deferral Amount.Subject to Sections 3.2(b) and (c),
for each Plan Year, a Participant may elect to defer, as his or her Annual
Deferral Amount, Base Salary, Bonus and/or Director Fees up to the following
maximum percentages for each deferral elected:  Deferral
  
  Maximum PercentageBase Salary
  
  75%Bonus
  
  90%Director Fees
  
  90%  (b)           Short
Plan Year.  If a Participant first becomes a Participant
after the first day of a Plan Year, the maximum Annual Deferral Amount shall be
limited to the amount of compensation not yet earned by the Participant as of
the date the Participant submits a Plan Agreement and Election Form to the
Committee for acceptance.  (c)           Other Maximum Limit.In no event shall the maximum amount of
Base Salary that a Participant may defer to this Plan in any one year exceed (i) the
Participants total Base Salary, less (ii) the sum of the maximum amount
that the Participant could elect to defer to the plan described in Section 401(k) of
the Code maintained by the Company or the Participants Employer in which the
Participant is eligible to participate (if any) for that year plus the amount(s) that
the Participant may elect to contribute to any qualified welfare benefit plan
of the Company or another Employer for that year for medical, healthcare,
insurance, or similar  11


benefits
coverage.  The minimum deferral limits of
Section 3.1 shall not apply with respect to a Participant for a Plan Year
if the amount determined pursuant to the preceding sentence is less than the
applicable minimum amount determined in accordance with Section 3.1.  3.3           Election to Defer; Effect
of Election Form.  (a)           First Plan Year.In connection with a Participants
commencement of participation in this Plan, the Participant shall make an
irrevocable deferral election for the Plan Year in which the Participant
commences participation in this Plan, along with such other elections as the
Committee deems necessary or desirable under this Plan.  For these elections to be valid, the Election
Form must be completed and signed by the Participant, timely delivered to
the Committee (in accordance with Section 2.2) and accepted by the
Committee.  (b)           Subsequent Plan Years.  For each succeeding Plan Year, an irrevocable
deferral election for that Plan Year, and such other elections as the Committee
deems necessary or desirable under this Plan, shall be made by timely
delivering a new Election Form to the Committee, in accordance with its rules and
procedures, before the end of the Plan Year preceding the Plan Year for which
the election is made.  If no such Election
Form is timely delivered for a Plan Year, the Annual Deferral Amount shall
be zero for that Plan Year.  (c)           Cancellation of Deferral
Elections.Notwithstanding
anything else contained herein to the contrary, if a Participant receives a
hardship distribution under any plan described in Section 401(k) of
the Code maintained by the Company or the Participants Employer or any of
their respective affiliates, the Participant may not make any deferrals to this
Plan for the remainder of the Plan Year.  3.4           Withholding and Crediting
of Annual Deferral Amounts. 
For each Plan Year, the Base Salary portion of the Participants Annual
Deferral Amount for that Plan Year shall be withheld from each regularly
scheduled Base Salary payroll payment for the Participant in equal amounts, as
adjusted from time to time for increases and decreases in the Participants
Base Salary.  The Bonus and/or Director
Fees portion of the Participants Annual Deferral Amount for that Plan Year
shall be withheld at the time the Participants Bonus and/or Director Fees are
or otherwise would be paid to the Participant with respect to service in that
Plan Year, whether or not this occurs during the Plan Year itself.  Annual Deferral Amounts shall be credited to
a Participants Deferral Account at the time such amounts would otherwise have
been paid to the Participant.  The
Committee may, with respect to the First Plan Year and any one or more Plan
Years thereafter, establish and announce prior to that Plan Year such other rules regarding
the Base Salary, Bonus and/or Director Fees to be covered by deferral elections
made with respect to that Plan Year as the Committee may determine to be
advisable in its sole discretion.  3.5           Company
Contribution Amount.  (a)           For each Plan Year, an Employer may
be required to credit amounts to a Participants Company Contribution Account
in accordance with employment or other agreements entered into between the
Participant and the Employer.  Such
amounts shall be credited on the date or dates prescribed by such agreements.  12


(b)           For each Plan Year, an Employer, in
its sole discretion, may, but is not required to, credit any amount it desires
to any Participants Company Contribution Account under this Plan.  The Company Contribution Amount described in
this Section 3.4(a), if any, shall be credited on a date or dates to be
determined by the Employer making the contribution and, in the absence of such
a determination, the date or dates determined by the Committee in its sole
discretion.  (c)           Any amount credited to a Participants
Company Contribution Account pursuant to Sections 3.5(a) and/or (b) with
respect to a Plan Year shall be the Participants Company Contribution Amount
for that Plan Year.  The amount so
credited to a Participant may be smaller or larger than the amount credited to
any other Participant, and the amount credited to any Participant for a Plan
Year may be zero, even though one or more other Participants receive a Company
Contribution Amount for that Plan Year.  3.6           Crediting
of Amounts after Benefit Distribution.  Notwithstanding any provision in this Plan to
the contrary, should the complete distribution of a Participants vested
Account Balance occur prior to the date on which any portion of (i) the
Annual Deferral Amount that a Participant has elected to defer in accordance
with Section 3.3, or (ii) the Company Contribution Amount, would
otherwise be credited to the Participants Account Balance, such amounts shall
not be credited to the Participants Account Balance, but shall promptly be
paid to the Participant in a manner determined by the Committee in its
reasonable discretion.  3.7           Vesting.  (a)           A Participant shall at all times be
100% vested in his or her Deferral Account.  (b)           A Participant shall be vested in his
or her Company Contribution Account in accordance with the vesting schedule(s) set
forth in his or her Plan Agreement, employment agreement or any other agreement
entered into between the Participant and his or her Employer.  If not addressed in such agreements, a
Participant shall vest in his or her Company Contribution Account in accordance
with the schedule declared by the Committee in its sole discretion.  3.8           Crediting/Debiting of
Account Balances.  In
accordance with, and subject to, the rules and procedures that are
established from time to time by the Committee, in its reasonable discretion, a
Participants Account Balance shall be adjusted from time to time in accordance
with the following rules:  (a)           Measurement Funds.The Committee shall select from time to
time certain mutual funds, insurance company separate accounts, indexed rates
or other methods (the Measurement Funds) for the purpose of crediting or
debiting additional amounts to Participants Account Balances.  Following a Change in Control, the number and
general type(s) of Measurement Funds offered shall not be substantially
diminished.  The Committee may, in its
sole discretion but subject to the preceding sentence, discontinue, substitute
or add a Measurement Fund.  Each such
action will take effect not earlier than the first day of the first calendar
quarter that begins at least thirty (30) days after the day on which the
Committee gives Participants advance written notice of such change, or if
necessary to comply with applicable  13


laws, rules or
regulations or is otherwise due to circumstances beyond the control of the
Company, such other date designated by the Committee in its reasonable
discretion.  (b)           Election of Measurement
Funds.  (i)            Participants First Plan
Year.  A Participant, in
connection with his or her initial deferral election in accordance with Section 3.3(a),
shall elect, on the Election Form, the manner in which his or her Annual
Deferral Amount and/or Company Contribution Amount will be allocated among one
or more Measurement Fund(s) (as described in Section 3.8(a)) for
purposes of determining the amounts to be credited or debited to his or her
Account Balance.  If a Participant does
not elect any of the Measurement Funds as described in the previous sentence,
the Participants Annual Deferral Amount and/or Company Contribution Amount
shall automatically be allocated into the lowest-risk Measurement Fund, as
determined by the Committee in its reasonable discretion.  (ii)           Subsequent Plan Years.  For each succeeding Plan Year, a Participant,
in connection with his or her annual deferral election in accordance with Section 3.3(b),
may (but is not required to) elect, on the Election Form, the manner in which
his or her Annual Deferral Amount and/or Company Contribution Amount for such
Plan Year will be allocated among one or more Measurement Fund(s) (as
described in Section 3.8(a)) for purposes of determining the amounts to be
credited or debited to his or her Account Balance.  If a Participant does not elect Measurement
Funds in accordance with the previous sentence, the Participants Annual
Deferral Amount and/or Company Contribution Amount for such Plan Year shall
automatically be allocated among the Measurement Funds in accordance with the
Election Form most recently filed by the Participant and accepted by the
Committee; provided that the Committee may, in its sole discretion, provide
that such amounts shall automatically be allocated into the lowest-risk
Measurement Fund, as determined by the Committee in its reasonable discretion.  (iii)          Changing Elections.  At any time during a Plan Year, a Participant
may (but is not required to) elect, by submitting an Election Form to the
Committee that is accepted by the Committee, to change the portion of his or
her Account Balance allocated to each previously elected Measurement Fund;
provided, however, the cumulative number of such elections cannot exceed three (3) per
calendar quarter.  If an election is made
in accordance with the previous sentence, it shall apply as of the first
business day deemed reasonably practicable by the Committee, in its reasonable
discretion, and shall continue thereafter for each subsequent day in which the
Participant participates in this Plan, unless changed in accordance with the
previous sentence.  The Committee may
further limit the number of Measurement Fund changes that a Participant may
elect, provided that a Participant shall be entitled to elect such a change not
less frequently than quarterly.  The
Committee may provide that any change shall not take effect until a date that
is not later than the first business day of the calendar quarter following the
Committees receipt of such an election.  14


(c)Proportionate Allocation.  In making any election described in Section 3.8(a),
the Participant shall specify on the Election Form in increments of one
percent (1%), the percentage of his or her Annual Deferral Amount or Company
Contribution Amount, or in the case of a reallocation, the percentage of his or
her Account Balance, to be allocated to a Measurement Fund.  A Participants Measurement Fund elections
must total one hundred percent (100%). 
The Committee may require that a Participants percentage election with
respect to any particular Measurement Fund selected by the Participant be no
less than ten percent (10%).  Unless
otherwise expressly provided by the Committee, a Participants Measurement Fund
election(s) shall apply on a pro rata basis to each of the Participants
accounts under this Plan and a Participant may not make separate Measurement
Fund elections for his or her Deferral Account and/or Company Contribution
Account.  (d)           Crediting or Debiting
Method.  The performance
of each Measurement Fund (either positive or negative) will be determined by
the Committee, in its reasonable 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
for the corresponding period of time (with such credit or debit calculated as
though the portion of the Participants Account Balance allocated to that Measurement
Fund for the applicable period of time had actually been invested in that
Measurement Fund for that period of time), such performance being determined by
the Committee in its reasonable discretion.  (e)           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 of 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 investments on
which the Measurement Funds are based, 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.  Each Participant shall at all times remain an
unsecured creditor of the Company with respect to his or her Plan benefits.  3.9           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 Participants
Employer(s) may, in its or their reasonable discretion, either withhold
from that portion of the Participants Base Salary and/or Bonus that is not
being deferred, in a manner determined by the Employer(s), the Participants
share of FICA and other employment taxes on such Annual Deferral Amount or
reduce the Participants Annual Deferral Amount by the amount necessary to
satisfy such withholding obligation.  15


(b)Company Contribution Account.  When a Participant becomes vested in a
portion of his or her Company Contribution Account, the Participants Employer(s) may,
in its or their reasonable discretion, either withhold from that portion of the
Participants Base Salary and/or Bonus that is not deferred, in a manner
determined by the Employer(s), the Participants share of FICA and other
employment taxes on such Company Contribution Amount or reduce the vested
portion of the Participants Company Contribution Account by the amount
necessary to satisfy such withholding obligation.  (c)Distributions.  The Participants Employer(s), or the trustee
of the Trust, may withhold from any payments made to a Participant under this
Plan all federal, state and local income, employment and other taxes required
to be withheld by the Employer(s), or the trustee of the Trust, in connection
with such payments, in amounts and in a manner to be determined in the
reasonable discretion of the Employer(s) and the trustee of the Trust.  (d)Participant Responsibility.  Except as provided above in this Section 3.9,
each Participant shall be wholly responsible and liable for all income,
employment, and other taxes that may result from compensation deferred under
this Plan, the adjustment of Account Balances pursuant to Section 3.8, and
the payment of benefits under this Plan.  ARTICLE IV SCHEDULED DISTRIBUTION, UNFORESEEABLE EMERGENCIES  4.1Scheduled
Distribution.  On each annual Election Form, a Participant
may irrevocably elect to receive a Scheduled Distribution for each type of
compensation (Base Salary, Bonus and/or Director Fees) deferred pursuant to the
Election Form.  Subject to the other
terms and conditions of this Plan, each Scheduled Distribution elected shall be
paid out during a sixty (60) day period commencing immediately after the first
day of any Plan Year designated by the Participant.  The Plan Year designated by the Participant
for payment of a Scheduled Distribution may be no earlier than the fourth Plan
Year following the Plan Year in which the compensation subject to the Scheduled
Distribution Election was actually deferred. 
By way of example, if a Scheduled Distribution is elected for Base
Salary that is deferred/credited to the Plan during the 2005 Plan Year, the earliest
Plan Year that the Participant could elect for a Scheduled Distribution from
such Base Salary is 2009 (in which case such Scheduled Distribution would
become payable during a sixty (60) day period commencing January 1,
2009).  Each Scheduled Distribution shall
be a lump sum payment in an amount that is equal to the portion of Base Salary,
Bonus and/or Director Fees that the Participant elected to have distributed as
a Scheduled Distribution, plus amounts credited or debited in the manner
provided in Section 3.8 on that amount. 
Each Scheduled Distribution shall be calculated as of the close of
business on or around the date on which such Scheduled Distribution becomes
payable, as reasonably determined by the Committee.  4.2Other Benefits Take Precedence
Over Scheduled Distributions.  Should a
Participant become entitled to the distribution of a benefit under Article 5,
6, 7, 8, or 9 prior to the date on which such Participants Scheduled
Distribution is payable, any portion of such Participants Base Salary, Bonus
and/or Director Fees, plus amounts credited or debited thereon, that is subject
to a Scheduled Distribution 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.  16


4.3Unforeseeable Emergencies.  If a Participant experiences an Unforeseeable
Emergency prior to the occurrence of a distribution event described in
Articles 5 through 9, as applicable, the Participant may petition the
Committee to receive a partial or full payout from the Plan.  The payout, if any, from the Plan shall not
exceed the lesser of (i) the Participants vested Account Balance,
calculated as of the close of business on or around the date for such payout,
as determined by the Committee in accordance with provisions set forth below,
or (ii) the amount necessary to satisfy the Unforeseeable Emergency, plus
amounts necessary to pay Federal, state, or local income taxes or penalties reasonably
anticipated as a result of the distribution. 
A Participant shall not be eligible to receive a payout from the Plan to
the extent that the Unforeseeable Emergency is or may be relieved (A) through
reimbursement or compensation by insurance or otherwise, (B) by
liquidation of the Participants assets, to the extent the liquidation of such
assets would not itself cause severe financial hardship or (C) by
cessation of deferrals under this Plan.  If the Committee, in its sole discretion,
approves a Participants petition for payout from the Plan, the date for such
payout shall be the date on which such Committee approval occurs and such
payout shall be distributed to the Participant in a lump sum no later than 60
days after such date.  In addition, in the
event of such approval the Participants outstanding deferral elections under
the Plan shall be canceled.  ARTICLE V CHANGE IN CONTROL
TERMINATION BENEFIT  5.1Change in Control Termination
Benefit.  A Participant who experiences a Change in
Control Termination shall receive, as a Change in Control Termination Benefit,
his or her vested Account Balance.  5.2Payment of Change in Control
Termination Benefit.  The Change in Control Termination Benefit
shall be paid to the Participant in the same form in which such Participant
elected to receive his or her Retirement Benefit, regardless of whether the
Participant is otherwise eligible to Retire on the date of his or her Change in
Control Termination.  The payment of the
Participants Change in Control Benefit shall be made, or installment payments
shall commence, no later than ninety (90) days after the date of the
Participants Change in Control Termination. 
In the event of a lump sum payment, the Participants vested Account
Balance shall be calculated as of the close of business on or around the last
business day to occur prior to the date of payment of the Participants
benefit.  Any installment payments shall
be calculated and paid in accordance with the Annual Installment Method.  ARTICLE VI RETIREMENT BENEFIT  6.1Retirement Benefit.  A Participant who Retires shall receive, as a
Retirement Benefit, his or her vested Account Balance.  6.2Payment of Retirement Benefit.  A Participant, in connection with his or her
commencement of participation in this Plan, shall elect on an Election Form to
receive the Retirement Benefit in a lump sum or pursuant to an Annual Installment
Method of 5, 10, 15 or  17


20 years.  Once made, a Participant may not revoke or
change any such election.  If a
Participant does not make any election with respect to the payment of the
Retirement Benefit in connection with his or her commencement of participation
in this Plan, then such Participant shall be deemed to have elected to receive
the Retirement Benefit in a lump sum. 
The payment of the Participants Retirement Benefit shall be made, or
installment payments shall commence, no later than ninety (90) days following (i) the
first day after the end of the six-month period immediately following the date
on which the Participant experiences a Separation from Service if the
Participant is a Specified Employee or (ii) for all other Participants,
the date of the Participants Retirement. 
In the event of a lump sum payment, the Participants vested Account
Balance shall be calculated as of the close of business on or around the last
business day to occur prior to the payment of the Participants benefit.  Any installment payments shall be calculated
and paid in accordance with the Annual Installment Method.  ARTICLE VII TERMINATION BENEFIT  7.1Termination Benefit.  A Participant who experiences a Separation
from Service that is not a Retirement or Change in Control Termination shall
receive, as a Termination Benefit, his or her vested Account Balance.  7.2Payment of Termination Benefit.  The Termination Benefit shall be paid to the
Participant in a lump sum payment within ninety (90) days following (i) the
first day after the end of the 6-month period immediately following the date on
which the Participant experiences such Separation from Service if the
Participant is a Specified Employee and (ii) for all other Participants,
the date on which the Participant experiences a Separation from Service.  The Participants vested Account Balance shall
be calculated as of the close of business on or around the last business day to
occur prior to the date of payment of the Participants benefit.  ARTICLE VIII DISABILITY BENEFIT  8.1Disability Benefit.Upon a Participants
Disability, the Participant shall receive a Disability Benefit, which shall be
equal to the Participants vested Account Balance.  8.2Payment of Disability Benefit.  The Disability Benefit shall be paid to the Participant in a
lump sum payment no later than ninety (90) days after the Participant becomes
Disabled.  The Participants vested
Account Balance shall be calculated as of the close of business on or around
the last business day to occur prior to the date of payment of the Participants
benefit.  ARTICLE IX DEATH BENEFIT  9.1Death Benefit.  The Participants Beneficiary(ies) shall
receive a Death Benefit upon the Participants death, which will be equal to
the Participants vested Account Balance.  18


9.2Payment of Death Benefit.  The Death Benefit shall be paid to the
Participants Beneficiary(ies) in a lump sum payment no later than ninety (90)
days after the Participants death.  The
Participants vested Account Balance shall be calculated as of the close of
business on or around the last business day to occur prior to the date of
payment of the Participants benefit.  ARTICLE X BENEFICIARIES  10.1Beneficiary.  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 this Plan to a beneficiary
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 an Employer in which the
Participant participates.  10.2Beneficiary Designation; Change;
Spousal Consent.  A Participant shall designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form, and
returning it to the Committee or its designated agent.  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 Committees rules and
procedures, as in effect from time to time. 
If a married Participant wishes to designate a person other than his or
her spouse as Beneficiary, the Committee may require (as a condition precedent
to the effectiveness of such designation) that such designation be consented to
in writing by the spouse.  Upon the
dissolution of marriage of a Participant, any designation of the Participants
former spouse as a Beneficiary shall be treated as though the Participants
former spouse had predeceased the Participant, unless (i) the Participant
executes another Beneficiary designation that complies with this Section 10.2
and that clearly names such former spouse as a Beneficiary, or (ii) a
court order presented to the Committee prior to distribution on behalf of the
Participant explicitly requires the Participant to continue to maintain the
former spouse as the Beneficiary.  In any
case in which the Participants former spouse is treated under the Participants
Beneficiary designation as having predeceased the Participant, no heirs or
other beneficiaries of the former spouse shall receive benefits from the Plan
as a Beneficiary of the Participant except as provided otherwise in the
Participants Beneficiary designation. 
Upon the acceptance by the Committee of a new Beneficiary Designation
Form, all Beneficiary designations previously filed shall be canceled.  The Committee shall be entitled to rely on
the last Beneficiary Designation Form filed by the Participant and
accepted by the Committee prior to his or her death.  10.3Acknowledgment.  No designation or change in designation of a
Beneficiary shall be effective unless signed by the Participant (and by the
Participants spouse, to the extent required pursuant to Section 10.2) and
until received in writing by the Committee or its designated agent.  10.4No Beneficiary Designation.  If a Participant fails to designate a
Beneficiary as provided in Sections 10.1, 10.1 and 10.2 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.  If the Participant has no surviving spouse,
the duly appointed and currently acting personal  19


representative of
the Participants estate (which shall include either the Participants probate
estate or living trust) shall be deemed to be the Participants
Beneficiary.  If a Participant dies and
his or her benefits become payable to the Participants Beneficiary, but the
Beneficiarys death occurs before such payment can actually be made, payment
shall be made to the Beneficiarys surviving spouse.  If there is no surviving spouse to receive
any benefits payable in accordance with the preceding sentence, the duly
appointed and currently acting personal representative of the Beneficiarys
estate (which shall include either the Beneficiarys probate estate or living
trust) shall be the Beneficiary.  10.5Doubt as to Beneficiary.  If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the Committee
shall have the right, exercisable in its reasonable discretion, to cause the
Participants Employer to withhold such payments until this matter is resolved
to the Committees reasonable satisfaction.  10.6Discharge of Obligations.  The payment of benefits under this Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to the
Participant and that Participants Plan Agreement.  ARTICLE XI LEAVE OF ABSENCE  11.1Paid Leave of Absence.  If a Participant is authorized by the
Participants Employer to take a paid leave of absence and such leave of
absence does not constitute a Separation from Service, (i) the Participant
shall continue to be considered eligible for the benefits provided in Articles
4, 5, 6, 7, 8, or 9 in accordance with the provisions of those Articles, and (ii) the
Annual Deferral Amountshall
continue to be withheld during such paid leave of absence in accordance with Section 3.3.  11.2Unpaid Leave of Absence.  If a Participant is authorized by the
Participants Employer to take an unpaid leave of absence from the employment
of the Employer for any reason, and such leave of absence does not constitute a
Separation from Service, then such Participant will continue to be eligible for
the benefits provided in Articles 4, 5, 6, 7, 8, or 9 in accordance with the
provision of those Articles.  During the
unpaid leave of absence, the Participant shall not be allowed to make any
additional deferral elections.  However,
if the Participant returns to employment, any deferral election that the
Participant had previously made that would apply to compensation earned by the
Participant upon the Participants return from leave shall continue to
apply.  Additionally, the Participant may
elect to defer an Annual Deferral Amount for the Plan Year following his or her
return to employment and for every Plan Year thereafter while a Participant in
the Plan, provided such deferral elections are otherwise allowed and an
Election Form is delivered to and accepted by the Committee for each such
election in accordance with Section 3.3 above.  20


ARTICLE XII TERMINATION OF THE
PLAN, AMENDMENT OR MODIFICATION  12.1Termination of this Plan.  Although each Employer anticipates that it
will continue this Plan for an indefinite period of time, there is no guarantee
that any Employer will continue this Plan or will not terminate this Plan at
any time in the future.  Accordingly,
each Employer reserves the right to discontinue its sponsorship of this Plan
and/or to terminate this Plan at any time with respect to all of its
participating Employees and Directors, by action of its board of
directors.  In the event of a Plan
termination no new deferral elections shall be permitted for the affected
Participants and such Participants shall no longer be eligible to receive new
company contributions.  However, after
the Plan termination the Account Balances of such Participants shall continue
to be credited with Annual Deferral Amounts attributable to a deferral election
that was in effect prior to the Plan termination to the extent deemed necessary
to comply with Code Section 409A and related Treasury Regulations, and
additional amounts shall continue to be credited or debited to such
Participants Account Balances pursuant to Section 3.8.  The Measurement Funds available to
Participants following the termination of the Plan shall be comparable in
number and type to those Measurement Funds available to Participants in the
Plan Year preceding the Plan Year in which the Plan termination is
effective.  In addition, following a Plan
termination, Participant Account Balances shall remain in the Plan and shall
not be distributed until such amounts become eligible for distribution in
accordance with the other applicable provisions of the Plan.  Notwithstanding the preceding sentence, to
the extent permitted by Treas. Reg. §1.409A-3(j)(4)(ix), the Employer may
provide that upon termination of the Plan, all Account Balances of the
Participants shall be distributed, subject to and in accordance with any rules established
by such Employer deemed necessary to comply with the applicable requirements
and limitations of Treas. Reg. §1.409A-3(j)(4)(ix).  12.2Amendment.  Any Employer may, at any time, amend or
modify this Plan in whole or in part with respect to that Employer by the
action of its board of directors (or its designate); provided, however, that:  (i) no amendment or modification shall
be effective to decrease 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 Separation from Service 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, nor shall any amendment or modification materially and adversely
affect the Participants rights to be credited with additional amounts on such
vested Account Balance pursuant to Section 3.8 or otherwise materially and
adversely affect the Participants rights with respect to such vested Account
Balance, and (ii) no amendment or modification of this Section 12.1
shall be effective.  The amendment or
modification of this Plan shall not affect any Participant or Beneficiary who
has become entitled to the payment of benefits under this Plan as of the date
of the amendment or modification.  A
change in the Measurement Funds offered under this Plan shall not constitute an
amendment or modification that is materially adverse to the Participants
rights with respect to the Participants Account Balance for purposes of the
first sentence of this Section 12.2; provided that such a change is
consistent with the provisions of Section 3.8(a) applicable upon and
following a Change in Control.  12.3Plan Agreement.  Despite the provisions of Sections 12.1
and 12.2, if a Participants Plan Agreement contains benefits or limitations
that are not in this Plan document, the Employer may only amend or terminate
such provisions with the written consent of the Participant.  21


12.4Effect of Payment.  The full payment of a Participants vested
Account Balance under Article 4, 5, 6, 7, 8, or 9, whichever is
applicable, of this Plan shall completely discharge all obligations to the Participant
and his or her designated Beneficiaries under this Plan and with respect to the
Participants Plan Agreement.  ARTICLE XIII ADMINISTRATION  13.1Committee Duties.  This Plan shall be administered by a
Committee, which shall consist of the Board, or such committee as the Board
shall appoint.  Members of the Committee
may be Participants in this Plan.  The
Committee shall act at meetings by affirmative vote of a majority of the
members of the Committee.  Any action
permitted to be taken at a meeting may be taken without a meeting if, prior to
such action, a unanimous written consent to the action is signed by all members
of the Committee and such written consent is filed with the minutes of the
proceedings of the Committee.  The
Chairman or any other member or members of the Committee designated by the
Chairman may execute any certificate or other written direction on behalf of
the Committee.  When making a
determination or calculation, the Committee shall be entitled to rely on
information furnished by a Participant or the Company.  Any individual serving on the Committee who
is a Participant shall not vote or act on any matter relating solely to himself
or herself.  13.2Committee Authority.  The Committee shall enforce this Plan in
accordance with its terms, shall be charged with the general administration of
this Plan, and shall have all powers necessary to accomplish its purposes,
including, but not by way of limitation, the following:  ·To
select the Measurement Funds available from time to time;  ·To
construe and interpret the terms and provisions of this Plan;  ·To
compute and certify to the amount and kind of benefits payable to Participants
and their Beneficiaries, to determine the time and manner in which such
benefits are paid, and to determine the amount of any withholding taxes to be
deducted pursuant to Section 3.9;  ·To
maintain all records that may be necessary for the administration of this Plan;  ·To
provide for the disclosure of all information and the filing or provision of
all reports and statements to Participants, Beneficiaries or governmental
agencies as shall be required by law;  ·To
make and publish such rules for the regulation of this Plan and procedures
for the administration of this Plan as are not inconsistent with the terms
hereof;  ·To
administer this Plans claims procedures;  22


·To
approve election forms and procedures for use under this Plan; and  ·To
appoint a plan recordkeeper or any other agent, and to delegate to them such
powers and duties in connection with the administration of this Plan as the
Committee may from time to time prescribe.  13.3Agents.  In the administration of this Plan, the
Committee may, from time to time, employ agents and delegate to them such
administrative duties as it sees fit (including acting through a duly appointed
representative) and may from time to time consult with counsel who may be
counsel to any Employer.  13.4Binding Effect of Decisions.  Except as expressly provided in Section 15.6
with respect to an arbitrators de novo review
of determinations related to claims arising upon or following the occurrence of
a Change in Control, the decision or action of the Committee with respect to
any question arising out of or in connection with the administration,
interpretation and application of this Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all
persons having any interest in this Plan.  13.5Indemnity of Committee.  The members of the Committee shall serve
without compensation for their services hereunder.  The Committee is authorized at the expense of
the Company to employ such legal counsel and/or Plan recordkeeper as it may
deem advisable to assist in the performance of its duties hereunder.  Expenses and fees in connection with the
administration of this Plan shall be paid by the Company.  All Employers shall, to the fullest extent
permitted by law, indemnify and hold harmless the members of the Committee and
any Employee to whom the duties of the Committee may be delegated against any
and all claims, losses, damages, expenses or liabilities arising from any
action or failure to act with respect to this Plan, except in the case of
willful misconduct by the Committee, any of its members, or any such Employee.  13.6Employer Information.  To enable the Committee to perform its
functions, the Company and each Employer shall supply full and timely
information to the Committee on all matters relating to the compensation of its
Participants, the date and circumstances of the Retirement, Disability, death,
Change in Control Termination or Separation from Service of its Participants,
and such other pertinent information as the Committee may reasonably require.  13.7Statements.  Under procedures established by the
Committee, a Participant shall be provided a statement on no less than an
annual basis with respect to such Participants Account as of the last day of
the preceding calendar year.  ARTICLE XIV OTHER BENEFITS AND
AGREEMENTS  14.1Coordination with Other Benefits.  The benefits provided for a Participant and
Participants Beneficiary under this Plan are in addition to any other benefits
available to such Participant under any other plan or program for employees of
the Participants  23


Employer.  This Plan shall supplement and shall not
supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.  ARTICLE XV CLAIMS PROCEDURES  15.1Presentation of Claim.  Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a Claimant)
may deliver to the Committee a written claim for a determination with respect
to the benefits payable to such Claimant pursuant to this Plan.  If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within sixty
(60) days after such notice was received by the Claimant.  All other claims must be made within one hundred
eighty (180) days of the date on which the event that caused the claim to arise
occurred.  The claim must state with
particularity the determination desired by the Claimant.  15.2Notification of Decision.  (a)With respect to claims other
than a claim for a Disability Benefit, the Committee shall consider a Claimants
claim within a reasonable time, but no later than ninety (90) days after
receiving the claim.  If the Committee
determines that special circumstances require an extension of time for processing
the claim, written notice of the extension shall be furnished to the Claimant
prior to the termination of the initial ninety (90) day period.  In no event shall such extension exceed a
period of ninety (90) days from the end of the initial period.  The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination.  The Committee shall notify the Claimant in
writing:  (i)that the Claimants requested
determination has been made, and that the claim has been allowed in full; or  (ii)that the Committee has reached
a conclusion contrary, in whole or in part, to the Claimants requested
determination, and such notice must set forth in a manner calculated to be
understood by the Claimant:  (1)the specific reason(s) for
the denial of the claim, or any part of it;  (2)specific reference(s) to
pertinent provisions of this Plan upon which such denial was based;  (3)a description of any additional
material or information necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is necessary;  (4)an explanation of the claim
review procedure set forth in Section 15.3; and  24


(5)a statement of the Claimants
right to bring an arbitration pursuant to Section 15.6 or, to the extent
required by law, a civil action under ERISA Section 502(a) following
an adverse benefit determination on review.  (b)With respect to a claim for a
Disability Benefit, the Committee shall consider a Claimants claim within a
reasonable time, but no later than 45 days after receipt of a claim for a
Disability Benefit.  If the Committee
determines that special circumstances require an extension of time for
processing the claim, written notice of the extension shall be furnished to the
Claimant prior to termination of the initial 45-day period.  In no event may the extension period exceed
30 days from the end of the initial 45-day period.  The notice shall describe the special
circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination.  If, prior to the end of the first 30-day
extension period, the Committee determines that, due to circumstances beyond
the Plans control, a decision cannot be rendered within that extension period,
the period for making the determination may be extended for an additional 30
days, so long as the Committee notifies the Claimant prior to the expiration of
the first 30-day extension period of the circumstances requiring the extension
and the date as of which the Committee expects to render a decision. This
notice of extension shall specifically describe the standards on which
entitlement to a Disability Benefit is based, the unresolved issues that prevent
a decision on the claim, and the additional information needed to resolve those
issues, and that the Claimant has at least 45 days within which to provide the
specified information.  The Committee
shall notify the Claimant in writing  (i)that the Claimants requested
determination has been made, and that the claim has been allowed in full; or  (ii)that the Committee has reached
a conclusion contrary, in whole or in part, to the Claimants requested
determination, and such notice must set forth in a manner calculated to be
understood by the Claimant:  (1)the specific reason(s) for
the denial of the claim, or any part of it;  (2)specific reference(s) to
pertinent provisions of this Plan upon which such denial was based;  (3)a description of any additional
material or information necessary for the Claimant to perfect the claim, and an
explanation of why such material or information is necessary;  (4)an explanation of the claim
review procedure set forth in Section 15.3;  (5)if an internal rule, guideline,
protocol or similar criteria (internal standard) was relied upon in making
the determination, a copy of the internal standard or a statement that the
internal standard was relied upon and that a copy of the internal standard
shall be provided to the Claimant free of charge upon request; and  25


(6)a statement of the Claimants
right to bring an arbitration pursuant to Section 15.6 or, to the extent
required by law, a civil action under ERISA Section 502(a) following
an adverse benefit determination on review.  15.3Review of a Denied Claim.  On or before sixty (60) days (180 days
for a claim for a Disability Benefit) after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or the
Claimants duly authorized representative) may file with the Committee a
written request for a review of the denial of the claim.  The Claimant (or the Claimants duly
authorized representative):  (i)may, upon request and free of
charge, have reasonable access to, and copies of, all documents, records and
other information relevant to the claim for benefits;  (ii)may submit written comments or
other documents; and/or  (iii)may request a hearing, which
the Committee, in its sole discretion, may grant.  15.4Decision on Review.  (a)With respect to a claim other
than for a Disability Benefit, the Committee shall render its decision on
review promptly, and no later than sixty (60) days after the Committee
receives the Claimants written request for a review of the denial of the
claim.  If the Committee determines that
special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior to the
termination of the initial sixty (60) day period.  In no event shall such extension exceed a
period of sixty (60) days from the end of the initial period.  The extension notice shall indicate the
special circumstances requiring an extension of time and the date by which the
Committee expects to render the benefit determination.  In rendering its decision, the Committee
shall take into account all comments, documents, records and other information
submitted by the Claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination.  The decision must be written in a manner
calculated to be understood by the Claimant, and it must contain:  (i)specific reasons for the
decision;  (ii)specific reference(s) to
the pertinent Plan provisions upon which the decision was based;  (iii)a statement that the Claimant
is entitled to receive, upon request and free of charge, reasonable access to
and copies of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the Claimants claim for benefits;
and  (iv)a statement of the Claimants
right to bring a civil action under ERISA Section 502(a).  26


(b)With respect to a claim for a
Disability Benefit, the Committee shall render its decision or review promptly,
and no later than 45 days after the Committee receives the Claimants written
request for a review of the denial of the claim.  If the Committee determines that special
circumstances require an extension of time for processing the claim, written
notice of the extension shall be furnished to the Claimant prior to the
termination of the initial 45-day period. 
In no event shall such extension exceed a period of 45 days from the end
of the initial period.  The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Committee expects to render the benefit
determination.  In rendering its
decision, the Committee shall take into account all comments, documents, records
and other information submitted by the Claimant relating to the claim, without
regard to whether such information was submitted or considered in the initial
benefit determination.  The decision must
be written in a manner calculated to be understood by the Claimant, and it must
contain:  (i)specific reasons for the
decision;  (ii)specific reference(s) to
the pertinent Plan provisions upon which the decision was based;  (iii)a statement that the Claimant
is entitled to receive, upon request and free of charge, reasonable access to
and copies of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the Claimants claim for benefits;  (iv)a statement of the Claimants
right to bring a civil action under ERISA Section 502(a); and  (v)if an internal standard was
relied upon in making the determination, a copy of the internal standard or a
statement that the internal standard shall be provided to the Claimant free of
charge upon request.  15.5Pre and Post-Change in Control
Procedures.  With respect to claims made prior to the
occurrence of a Change in Control, a Claimants compliance with the foregoing
provisions of this Article 15 is a mandatory prerequisite to a Claimants
right to commence arbitration pursuant to Section 15.6 with respect to any
claim for benefits under this Plan.  With
respect to claims made upon and after the occurrence of a Change in Control,
the Claimant may proceed directly to arbitration in accordance with Section 15.6
and need not first satisfy the foregoing provisions of this Article 15.  15.6Arbitration of
Claims.  All claims or controversies arising out of or
in connection with this Plan, that the Company or any Employer may have against
any Claimant, or that any Claimant may have against the Company or any Employer
or against any of their respective officers, directors, employees or agents
acting in their capacity as such, shall, subject to the initial review provided
for in the foregoing provisions of this Article 15 that are effective with
respect to claims brought prior to the occurrence of a Change in Control, be
resolved through arbitration as provided in this Section 15.6.  The decision of an arbitrator on any issue,
dispute, claim or controversy submitted for arbitration, shall be final and
binding upon the  27


Company, each
Employer and the Claimant and that judgment may be entered on the award of the
arbitrator in any court having proper jurisdiction.  With respect to claims arising upon or
following the occurrence of a Change in Control (but not with respect to any
determination made by the Committee prior to the Change in Control), the
arbitrator shall review de novo
any claim previously considered by the Committee pursuant to this Article 15.  Except as otherwise provided in this
procedure or by mutual agreement of the parties, any arbitration shall be
administered:  (1) in accordance
with the then-current Model Employment Arbitration Procedures of the American
Arbitration Association (AAA) before an arbitrator who is licensed to
practice law in the state in which the arbitration is convened; or (2) if
locally available, the Judicial Arbitration & Mediation Services, Inc.
(JAMS), in accordance with the JAMS procedures then in effect.  The party who did not initiate the claim can
designate between JAMS or AAA (the Tribunal). 
The arbitration shall be held in the city in which the Claimant is or
was last employed by the Company in the nearest Tribunal office or at a
mutually agreeable location.  Pre-hearing
and post-hearing procedures may be held by telephone or in person as the
arbitrator deems necessary.  The arbitrator shall be selected as follows:
if the parties cannot agree on an arbitrator, the Tribunal (JAMS or AAA) shall
then provide the names of nine (9) available arbitrators experienced in
business employment matters along with their resumes and fee schedules.  Each party may strike all names on the list
it deems unacceptable.  If more than one
common name remains on the list of all parties, the parties shall strike names
alternately until only one remains.  The
party who did not initiate the claim shall strike first.  If no common name remains on the lists of the
parties, the Tribunal shall furnish an additional list or lists until an
arbitrator is selected.  The arbitrator shall interpret this Plan, any
applicable Company policy or rules and regulations, any applicable
substantive law (and the law of remedies, if applicable) of the state in which
the claim arose or applicable federal law (any such law to be applicable only
to the extent consistent with Section 17.9).  In reaching his or her decision, the
arbitrator shall have no authority to change or modify any lawful Company
policy, rule or regulation, or this Plan. 
The arbitrator, and not any federal, state or local court or agency,
shall have exclusive and broad authority to resolve any dispute relating to the
interpretation, applicability, enforceability or formation of this Plan,
including but not limited to, any claim that all or any part of this Plan is
voidable.  The arbitrator shall have authority to
entertain a motion to dismiss and/or motion for summary judgment by any party
and shall apply the standards governing such motions under the Federal Rules of
Civil Procedure.  Each party shall have the right to subpoena
witnesses and documents for the arbitration hearing by requesting a subpoena
from the arbitrator.  Any such request
shall be served on all other parties, who shall advise the arbitrator in writing
of any objections that the party may have to issuance of the subpoena within
ten (10) calendar days of receipt of the request.  At least thirty (30) calendar days before the
arbitration, the parties must exchange lists of witnesses, including any
expert(s), and copies of all exhibits intended to be used at the  28


arbitration.  All expenses of such arbitration, including
the fees and expenses of the counsel for the Claimant, shall be borne by the
Company unless it is finally determined that the Claimant did not commence the
arbitration in good faith and had no reasonable basis therefore.  Any reimbursement for such expenses by the
Company shall be paid by the end of the taxable year following the taxable year
in which the Claimant incurred the expense.  Notwithstanding the foregoing, if the claim
is for a Disability Benefit, the following rules apply:  (1) the Employer will not assert that a
Claimant has failed to exhaust administrative remedies if the Claimant does not
submit to arbitration; (2) any applicable statute of limitations or other
similar defense is tolled during the time the arbitration is pending, and (3) the
Claimant may only submit to arbitration after exhausting the claims procedure
described above.  ARTICLE XVI THE TRUST  16.1Establishment of the Trust.  In order to provide assets from which to
fulfill the obligations of the Participants and their beneficiaries under this
Plan, the Company may establish a trust by a trust agreement with a third
party, the trustee, to which each Employer may, in its discretion, contribute
cash or other property, including securities issued by the Company, to provide
for the benefit payments under this Plan, (the Trust).  16.2Interrelationship of this Plan
and the Trust.  The provisions of this Plan and the
applicable Plan Agreement shall govern the rights of a Participant to receive
distributions pursuant to this Plan.  The
provisions of the Trust shall govern the rights of the Employers, Participants
and the creditors of the Employers to the assets transferred to the Trust.  Each Employer shall at all times remain
liable to carry out its obligations under this Plan.  16.3Distributions From the Trust.  Each Employers obligations under this Plan
may be satisfied with Trust assets distributed pursuant to the terms of the
Trust, and any such distribution shall reduce the Employers obligations under
this Plan.  ARTICLE XVII MISCELLANEOUS  17.1Status of Plan.  This 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 ERISA Sections 201(2), 301(a)(3) and
401(a)(1).  This Plan shall be
administered and interpreted (a) to the extent possible in a manner
consistent with the intent described in the preceding sentence, and (b) in
accordance with Code Section 409A and related Treasury guidance and
Regulations to avoid the imputation of any tax, penalty or interest under Code Section 409A.  17.2Unsecured General Creditor.  Each Employers obligation under this Plan
shall be merely that of an unfunded and unsecured promise of the Employer to
pay money in the future, and the rights of the Participants and Beneficiaries
shall be no greater than those of  29


unsecured general
creditors.  Participants and their
Beneficiaries, heirs, successors, and assigns shall have no legal or equitable
rights, claims, or interest in any specific property or assets of the Company
or any Employer.  No assets of the
Company or any other Employer shall be held under any trust (except as provided
in Article 16), or held in any way as collateral security for the
fulfilling of the obligations of the Company or other Employer under this
Plan.  Any and all of each Employers
assets shall be, and remain, the general unpledged, unrestricted assets of the
Employer.  17.3Employers Liability.  An Employers liability for the payment of
benefits shall be defined only by this Plan and the Plan Agreement, as entered
into between the Employer and a Participant. 
An Employer shall have no obligation to a Participant under this Plan
except as expressly provided in this Plan and his or her Plan Agreement.  Each Employer shall be liable for the payment
of amounts deferred under this Plan (as adjusted pursuant to Section 3.8)
with respect to a Participant to the extent that such amounts would have
otherwise been payable to the Participant by that Employer.  17.4Nonassignability.  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, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable.  No
part of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment (except to the extent the Participants
Employer may be required to garnish amounts from payments due under this Plan
pursuant to applicable law) 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. 
If any Participant, Beneficiary or successor in interest is adjudicated
bankrupt or purports to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amount, if any, payable hereunder, or any part
thereof, the Committee, in its sole discretion, may cancel such distribution or
payment (or any part thereof) to or for the benefit of such Participant,
Beneficiary or successor in interest in such manner as the Committee shall
direct.  17.5Not a Contract of Employment.  The terms and conditions of this Plan shall
not be deemed to constitute a contract of employment between any Employer and
the Participant.  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 or in
any Plan Agreement or other document related to this Plan shall constitute such
an employment agreement or shall otherwise be deemed to give a Participant the
right to be retained in the service of any Employer, either as an Employee or a
Director, or to interfere with the right of any Employer to discipline or
discharge the Participant at any time.  17.6Furnishing Information.  A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information requested by
the Committee and take such other actions as may be requested in order to
facilitate the administration of this  30


Plan and the payments of
benefits hereunder, including but not limited to taking such physical
examinations as the Committee may deem necessary to obtain or maintain any
insurance on the life of the Participant as contemplated by Section 17.17.  17.7Terms.  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.  17.8Captions.  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.  17.9Governing Law.  Subject to ERISA, the provisions of this Plan
shall be construed and interpreted according to the internal laws of the State
of California without regard to its conflicts of laws principles.  17.10Notice.  Any notice or filing required or permitted to
be given to the Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified U.S. mail, postage prepaid,
to the address below:  International
  Rectifier CorporationAttn:
  Director, Global Compensation101 N.
  Sepulveda AvenueEl Segundo,
  CA 90245(310)
  726-8000  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 registered or certified U.S. mail, postage prepaid, to
the last address of the Participant reflected on the payroll records (or, in
the case of a Director, Board records) of the Company.  Any such notice shall be deemed given as of
the date of delivery or, if delivery is made by registered or certified U.S.
mail, as of the date shown on the postmark on the receipt for registration or
certification.  The Company or a
Participant may change its address pursuant to the foregoing by furnishing a
written notice pursuant to the foregoing to the other, which notice shall
include the persons new address and make specific reference to the importance
of the notice.  17.11Successors.  The provisions of this Plan shall bind and
inure to the benefit of the Participants Employer and its successors and
assigns and the Participant and the Participants Beneficiaries.  17.12Spouse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.  31


17.13Validity.  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.  17.14Incompetent.  If the Committee determines in its reasonable
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 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 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 this Plan for such payment amount.  17.15Court Order.  The Committee is authorized to comply with
any court order in any action in which this Plan or the Committee has been
named as a party, including any action involving a determination of the rights
or interests in a Participants benefits under this Plan.  Notwithstanding the foregoing, the Committee
shall interpret this provision in a manner that is consistent with applicable
tax law, including but not limited to guidance issued after the effective date
of this Plan.  17.16Insurance.  The Employers, on their own behalf or on
behalf of the trustee of the Trust, and, in their sole discretion, may apply
for and procure insurance on the life of the Participant, in such amounts and
in such forms as the Trust may choose. 
The Employers 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 Employers
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 Employers have applied for insurance.  17.17Additional Special Rules Regarding
Deferred Payment.  If any portion of a Participants Account
Balance under this Plan is required to be included in income by the Participant
prior to receipt due to a failure of this Plan to comply with the requirements
of Code Section 409A and related Treasury Regulations, the Committee may
determine that such Participant shall receive a distribution from the Plan in
an amount equal to the lesser of (i) the portion of his or her Account
Balance required to be included in income as a result of the failure of the
Plan to comply with the requirements of Code Section 409A and related
Treasury Regulations, or (ii) the unpaid vested Account Balance.  17.18Construction Consistent With
Applicable Tax Rules.  The Committee shall, to the maximum extent
reasonably possible, interpret all provisions of this Plan in a manner that is
consistent with all applicable laws, rules and regulations and the
intended tax consequences of this Plan (including, without limitation, guidance
that may be issued after the effective date of this Plan).  32


17.19Domestic Relations Orders.  If necessary to comply with a domestic
relations order, as defined in Code Section 414(p)(1)(B), pursuant to
which a court has determined that a spouse or former spouse of a Participant
has an interest in the Participants benefits under this Plan, the Committee
shall have the right to immediately distribute the spouses or former spouses
interest in the Participants benefits under this Plan to such spouse or former
spouse.  17.20Small Benefit Exception.  Notwithstanding the foregoing, the Committee
may, in its sole discretion and as determined by it in writing, pay the
benefits in a single lump sum if the sum of all benefits payable to the
Participant under this Plan and all Similar Plans is less than or equal to the
applicable dollar amount under Section 402(g)(1)(B) of the Code.  17.21Conflict of Interest Exception,
Etc.Notwithstanding the foregoing,
the Committee may, in its sole discretion, pay benefits in a single lump sum if
permitted under Treas. Reg. §1.409A-3(j)(4)(iii).  In addition, the Committee may, in its sole
discretion, accelerate the payment of benefits if and to the extent permitted
under any of the other exceptions specified in Treas. Reg. §1.409A-3(j)(4) to
the general rule in Section 409A of the Code prohibiting accelerated
payments, provided that the terms of Section 17.20 of the Plan shall
govern whether benefits will be paid in a single lump sum pursuant to the small
benefit exception contained in Treas. Reg. §1.409A-3(j)(4)(v).  IN WITNESS WHEREOF,
the Company has caused the undersigned, its duly authorized officer, to execute
this Plan document as of this 31st day of December, 2008.  CompanyInternational
  Rectifier Corporation,a Delaware
  corporationBy:Print Name:
  Lawrence A.
  MichlovichTitle:
  Assistant
  Secretary   33