a5555115-ex103.htm


     

    Exhibit
      10.3

     

    
      Conformed
        Copy

      All
        Amendments Adopted Through

      November
        26, 2007

    

    
      


       

      MAXIMUS,
        INC.

      DEFERRED
        COMPENSATION PLAN

      


      Adopted
        effective October 1, 2004

      Amended
        and Restated Effective January 1, 2005

       

      The
        MAXIMUS, INC. DEFERRED COMPENSATION PLAN (the “Plan”) was originally adopted
        effective as of October 1, 2004, by MAXIMUS, Inc., a Virginia corporation
        (the
“Company”), primarily for the purpose of providing deferred compensation for a
        select group of management or highly compensated employees of the
        Company.  The Company amended and restated the Plan effective as of
        January 1, 2005 in order to comply with the requirements of Section 409A
        of the
        Internal Revenue Code of 1986, as amended (the “Code”).  It is
        intended that this Plan be exempt from the requirements of Parts II, III
        and IV
        of Title I of the Employee Retirement Income Security Act of 1974, as amended
        (“ERISA”) pursuant to Sections 201(2), 301(a)(3) and 401(a)(1) of
        ERISA.  This Plan is intended to be an unfunded, nonqualified deferred
        compensation plan.  Plan participants shall have the status of
        unsecured creditors of the Company with respect to the payment of Plan
        benefits.  All amounts deferred under the Plan shall be administered
        to comply with Section 409A of the Code and any regulations or other
        interpretative authority promulgated thereunder, without regard to whether
        such
        amounts were deferred and vested before or after January 1, 2005.

       

      ARTICLE
        I

       

      TITLE
        AND DEFINITIONS

       

      
        	
                1.1  

              	
                Definitions.

              


      

       

      Whenever
        the following words and phrases are used in this Plan, with the first letter
        capitalized, they shall have the meanings specified below.

       

      (a)  “Account”
        or “Accounts” shall mean all of such accounts as are specifically authorized for
        inclusion in this Plan.

       

      (b)  “Base
        Salary” shall mean a Participant’s annual base salary, excluding bonus,
        commissions, incentive and all other remuneration for services rendered to
        Company and prior to reduction for any salary contributions to a plan
        established pursuant to Section 125 of the Code or qualified pursuant to
        Section
        401(k) of the Code.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

         

      

      (c)  “Beneficiary”
        or “Beneficiaries” shall mean the person or persons, including a trustee,
        personal representative or other fiduciary, last designated in writing by
        a
        Participant in accordance with procedures established by the Committee to
        receive the benefits specified hereunder in the event of the Participant’s
        death.  No beneficiary designation shall become effective until it is
        filed with the Committee.  Any designation shall be revocable at any
        time through a written instrument filed by the Participant with the Committee
        with or without the consent of the previous Beneficiary.  No
        designation of a Beneficiary other than the Participant’s spouse shall be valid
        unless consented to in writing by such spouse.  If there is no such
        designation or if there is no surviving designated Beneficiary, then the
        Participant’s surviving spouse shall be the Beneficiary.  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 Participant’s estate (which shall include either the
        Participant’s probate estate or living trust) shall be the
        Beneficiary.  In any case where there is no such personal
        representative of the Participant’s estate duly appointed and acting in that
        capacity within 90 days after the Participant’s death (or such extended period
        as the Committee determines is reasonably necessary to allow such personal
        representative to be appointed, but not to exceed 180 days after the
        Participant’s death), then Beneficiary shall mean the person or persons who can
        verify by affidavit or court order to the satisfaction of the Committee that
        they are legally entitled to receive the benefits specified
        hereunder.  In the event any amount is payable under the Plan to a
        minor, payment shall not be made to the minor, but instead be paid (a) to
        that
        person’s living parent(s) to act as custodian, (b) if that person’s parents are
        then divorced, and one parent is the sole custodial parent, to such custodial
        parent, or (c) if no parent of that person is then living, to a custodian
        selected by the Committee to hold the funds for the minor under the Uniform
        Transfers or Gifts to Minors Act in effect in the jurisdiction in which the
        minor resides.  If no parent is living and the Committee decides not
        to select another custodian to hold the funds for the minor, then payment
        shall
        be made to the duly appointed and currently acting guardian of the estate
        for
        the minor or, if no guardian of the estate for the minor is duly appointed
        and
        currently acting within 60 days after the date the amount becomes payable,
        payment shall be deposited with the court having jurisdiction over the estate
        of
        the minor.  Payment by Company pursuant to any unrevoked Beneficiary
        designation, or to the Participant’s estate if no such designation exists, of
        all benefits owed hereunder shall terminate any and all liability of
        Company.

       

      (d)  “Board
        of
        Directors” or “Board” shall mean the Board of Directors of Company.

       

      (e)  “Bonuses”
        shall mean the bonuses earned as of the last day of the Plan Year, provided
        a
        Participant is in the employ of the Company on the last day of the Plan
        Year.

       

      (f)  “Code”
        shall mean the Internal Revenue Code of 1986, as amended.

       

      (g)  “Committee”
        shall mean the Committee appointed by the Board to administer the Plan in
        accordance with Article VII.

       

      (h)  “Company”
        shall mean MAXIMUS, Inc., a Virginia corporation, and any successor organization
        thereto, and shall also include any subsidiary of the Company that the Committee
        has determined is eligible to participate in the Plan.

       

      (i)  “Company
        Contribution Account” shall mean the bookkeeping account maintained by Company
        for each Participant that is credited with an amount equal to the Company
        Discretionary Contribution Amount, if any, and Company Matching Contribution
        Amount, if any, and earnings and losses on such amounts pursuant to Section
        4.2.

       

      (j)  “Company
        Discretionary Contribution Amount” shall mean such discretionary amount, if any,
        contributed by the Company for any Participant for a Plan Year.  Such
        amount may differ, in the Committee’s sole and absolute discretion, from
        Participant to Participant.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

         

         

      

      (k)  “Company
        Matching Contribution Amount” shall mean such discretionary amount, if any,
        contributed by the Company for each Participant for a Plan Year.  Such
        amount may differ, in the Committee’s sole and absolute discretion, from
        Participant to Participant.

       

      (l)  “Compensation”
        shall mean the total amounts paid or accrued by the Company or an Affiliate
        to
        an employee as remuneration for personal services rendered during each Plan
        Year, including bonuses and commissions, as reported on the employee’s federal
        income tax withholding statement or statements.

       

      (m)  “Deferral
        Account” shall mean the bookkeeping account maintained by the Committee for each
        Participant that is credited with amounts equal to (1) the portion of the
        Participant’s Compensation that he or she elects to defer, (2) the Stock Units
        representing Restricted Stock that a Participant has deferred, and (3) earnings
        and losses pursuant to Section 4.1.

       

      (n)  Designated
        Employees” shall mean Eligible Employees designated by the Committee as eligible
        to defer Restricted Stock Awards.

       

      (o)  “Disabled”
        means a determination by the insurer under the Company’s long-term disability
        insurance policy that the Participant is disabled and eligible for long-term
        disability benefits under such policy.  Notwithstanding the foregoing,
        should regulations or other Internal Revenue Service (“IRS”) guidance be
        interpreted by the Committee, in its sole and absolute discretion, as not
        meeting the minimum requirements of Section 409A of the Code, “Disabled” under
        this Plan shall automatically and without further action or amendment, be
        determined to exist if the Participant is by reason of any medically
        determinable physical or mental impairment which can be expected to result
        in
        death or can be expected to last for a continuous period of not less than
        12
        months, and the Participant is receiving income replacement benefits for
        a
        period of not less than 3 months under any disability benefit plan for covered
        employees of the Employer.

       

      (p)  “Distributable
        Amount” shall mean the vested balance in the Participant’s Deferral Account and
        Company Contribution Account.

       

      (q)  [DELETED]

       

      (r)  “Effective
        Date” shall mean the date the Plan first became effective which was October 1,
        2004.  The Plan was amended, effective January 1, 2005, and may be
        amended from time to time consistent with the requirements of Section 409A
        of
        the Code.

       

      (s)  “Eligible
        Employee” shall mean an employee of the Company who is a member of a select
        group of management and/or highly compensated employees who has been designated
        by the Committee, in its sole and absolute discretion, as eligible to
        participate in the Plan and is notified of such eligibility.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

         

         

      

      (t)  “Fund”
or
        “Funds” shall mean one or more of the investment funds selected by the Committee
        pursuant to Section 3.2(b).

       

      (u)  “Hardship
        Distribution” shall mean a severe financial hardship to the Participant
        resulting from a sudden and unexpected illness or accident of the Participant
        or
        of his or her Dependent (as defined in Section 152(a) of the Code), loss
        of a
        Participant’s property due to casualty, or other similar or extraordinary and
        unforeseeable circumstances arising as a result of events beyond the control
        of
        the Participant.  The circumstances that would constitute an
        unforeseeable emergency will depend upon the facts of each case, but, in
        any
        case, a Hardship Distribution may not be made to the extent that such hardship
        is or may be relieved (i) through reimbursement or compensation by insurance
        or
        otherwise, (ii) by liquidation of the Participant’s assets, to the extent the
        liquidation of assets would not itself cause severe financial hardship, or
        (iii)
        by cessation of deferrals under this Plan.

       

      (v)  “Initial
        Election Period” shall mean the 30-day period prior to the Effective Date of the
        Plan, or the 30-day period following the time an employee shall be designated
        by
        the Company as an Eligible Employee.

       

      (w)  “Interest
        Rate” shall mean, for each Fund, an amount equal to the net gain or loss on the
        assets of such Fund during each month.

       

      (x)  “Participant”
        shall mean any Eligible Employee who becomes a Participant in this Plan in
        accordance with Article II.

       

      (y)  “Payment
        Date” shall mean the February following the Plan Year in which termination
        occurs or, if elected by the Participant, at such time following an earlier
        “Change in Control” (as defined by Section 409A of the Code) as provided in
        Section 6.1(e).

       

      (z)  “Performance
        Based Compensation” means any compensation which may be paid to an Eligible
        Employee based on services performed over a period of at least twelve (12)
        months, or such other definition as may be required by applicable
        regulations.

       

      (aa)  “Plan”
        shall be The MAXIMUS, Inc. Deferred Compensation Plan.

       

      (bb)  “Plan
        Year” shall be January 1 to December 31 of each year.

       

      (cc)  “Restricted
        Stock” shall mean shares of Stock issued under the Restricted Stock Plan, which
        by its terms are subject to vesting and/or forfeiture.

       

      (dd)  “Restricted
        Stock Award” shall mean any award of Restricted Stock under the Restricted Stock
        Plan.

       

      (ee)  “Restricted
        Stock Plan” shall mean the MAXIMUS, Inc. 1997 Equity Incentive
        Plan.

       

      (ff)  “Scheduled
        Withdrawal Date” shall mean the distribution date elected by the Participant for
        an in-service withdrawal of amounts from such Accounts deferred in a given
        Plan
        Year, and earnings and losses attributable thereto, as set forth on the election
        form for such Plan Year.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

         

         

      

      (gg)  “Specified
        Employee” means any Participant who would be considered a “Specified Employee”
as the term is defined in Section 409A(a)(2)(B)(i) of the Code.

       

      (hh)  “Stock
        Unit” shall mean a bookkeeping entry representing a right to receive a share of
        MAXIMUS, Inc. common stock on a date determined in accordance with this Plan
        and
        pursuant to the terms and conditions of this Plan and the Restricted Stock
        Plan.

       

      (ii)  “Trust”
        shall mean the legal entity created by the Trust Agreement.

       

      (jj)  “Trust
        Agreement” shall mean the agreement between the Company and the Trustee that
        establishes a trust to hold and manage the assets contributed by the Company
        in
        connection with the Plan.

       

      (kk)  “Trustee”
        shall mean First American Trust, FSB or any other one or more individuals
        or
        organizations that the Company may enter into a Trust Agreement as trustee(s),
        and any duly appointed successors.

       

       

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

       

      ARTICLE
        II

       

      PARTICIPATION

       

      
        	
                2.1  

              	
                Commencement
                  of Participation.

              


      

       

      An
        Eligible Employee shall become a Participant in the Plan for a Plan Year
        by (a)
        electing to defer all or a portion of his or her Compensation for such Plan
        Year
        in accordance with Section 3.1, by completing all required applications for
        life
        insurance (as determined by Committee in its discretion), or (b) electing
        to
        defer the receipt of Restricted Stock that has not vested.

       

      
        	
                2.2  

              	
                Cessation
                  of Participation.

              


      

       

      Active
        participation in the Plan shall end when a Participant’s terminates employment
        with the Company for any reason or at such time as a Participant is notified
        by
        the Committee, pursuant to Section 2.3, below, that he or she is no longer
        eligible to participate in the Plan.  Upon termination of employment
        or eligibility, a Participant shall remain an inactive Participant in the
        Plan
        until all of the amounts to which he or she is entitled under this Plan have
        been paid in full.

       

      
        	
                2.3  

              	
                Cessation
                  of Eligibility.

              


      

       

      The
        Committee may at any time, in its sole discretion, notify any Participant
        that
        he or she is not eligible to participate in the Plan, or is not eligible
        for
        Company Discretionary Contribution Amounts in any Plan Year.

       

      ARTICLE
        III

       

      DEFERRAL
        ELECTIONS

       

      
        	
                3.1  

              	
                Elections
                  to Defer Compensation.

              


      

       

      (a)  Initial
        Election Period.  Subject to the provisions of Article II, each
        Eligible Employee may elect to defer Compensation by filing with the Committee
        an election that conforms to the requirements of this Section 3.1, on a form
        provided by the Committee, no later than the last day of his or her Initial
        Election Period.  Notwithstanding the foregoing, the Initial Election
        Period for deferrals of Performance Based Compensation may be different than
        that for other deferrals and may end on a period no later than six (6) months
        prior to the end of the performance period for which services are to be
        rendered.

       

      (b)  General
        Rule.  The amount of Compensation which an Eligible Employee may
        elect to defer is such Compensation earned on or after the time at which
        the
        Eligible Employee elects to defer in accordance with Sections 1.1(l) and
        3.1(a)
        and shall be a percentage which shall not exceed 80% of the Eligible Employee’s
        Base Salary and 100% of the Eligible Employee’s Compensation other than Base
        Salary, provided that the total amount deferred by a Participant shall be
        limited in any calendar year, if necessary, to satisfy Social Security Tax
        (including Medicare), income tax, employment tax, all garnishments or other
        amounts required to be withheld by applicable law or court order and employee
        benefit plan withholding requirements as determined in the sole and absolute
        discretion of the Committee.  The minimum contribution which may be
        made in any Plan Year by an Eligible Employee shall not be less than $5,000,
        provided such minimum contribution can be satisfied from any element of
        Compensation.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

         

         

      

      (c)  Deferral
        of Restricted Stock.  A Designated Employee may elect to defer all
        or a portion of Restricted Stock awarded pursuant to a Restricted Stock Award
        and receive a credit of Stock Units.  Any such deferral election must
        be made in a time period designated by the Committee from time to time and
        in
        accordance with Sections 3.1(d) and (e).  No minimum annual deferral
        election applies to the deferral of Restricted Stock.

       

      (d)  Duration
        of Compensation Deferral Election.  An Eligible Employee’s initial
        election to defer Compensation must be made prior to the Effective Date and
        is
        to be effective with respect to Compensation received after such deferral
        election is processed.  An election shall remain in effect for each
        successive Plan Year unless the Participant changes such an election during
        an
        appropriate enrollment period.  A Participant may increase, decrease
        or terminate a deferral election with respect to Compensation for any subsequent
        Plan Year by filing a new election during any enrollment period (which shall
        be
        such period as specified by the Committee which ends no later than the last
        day
        of the preceding Plan Year) which election shall be effective on the first
        day
        of the next following Plan Year or in the case of Performance Based
        Compensation, no later than six (6) months prior to the end of the performance
        period for which services are to be rendered.  In the case of an
        employee who becomes an Eligible Employee after the Effective Date, such
        Eligible Employee shall have 30 days from the date he or she is notified
        he or
        she has become an Eligible Employee to make an Initial Election with respect
        to
        Compensation earned following the Initial Election period.  Such
        election shall be for the remainder of the Plan Year, in the event the Plan
        Year
        has commenced.

       

      (e)  Elections
        other than Elections during the Initial Election Period.  Subject
        to the limitations of Section 3.1(b), (c) (d) above, any Eligible Employee
        who
        has terminated a prior Compensation deferral election may elect to again
        defer
        Compensation, by filing an election, on a form provided by the Committee,
        to
        defer Compensation and/or Restricted Stock as described in Sections 3.1(b)
        and
        (c) above.  An election to defer Compensation and/or Restricted Stock
        must be filed in a timely manner in accordance with Section 3.1(c) and
        (d).

       

      
        	
                3.2  

              	
                Investment
                  Elections.

              


      

       

      (a)  At
        the
        time of making the deferral elections described in Section 3.1, the Participant
        shall designate, on a form provided by the Committee, the types of investment
        funds in which the Participant’s Account will be deemed to be invested for
        purposes of determining the amount of earnings to be credited to that
        Account.  In making the designation pursuant to this Section 3.2, the
        Participant may specify that all or any multiple of his or her Account be
        deemed
        to be invested, in whole percentage increments, in one or more of the types
        of
        investment funds provided under the Plan as communicated from time to time
        by
        the Committee.  Effective as of the next business day, a Participant
        may change the designation made under this Section 3.2 by filing an election,
        on
        a form provided by the Committee, at any time.  If a Participant fails
        to elect a type of fund under this Section 3.2, he or she shall be deemed
        to
        have elected the Money Market type of investment fund.

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

         

         

      

      (b)  Although
        the Participant may designate the type of investments, the Committee shall
        not
        be bound by such designation.  The Committee shall select from time to
        time, in its sole and absolute discretion, commercially available investments
        of
        each of the types communicated by the Committee to the Participant pursuant
        to
        Section 3.2(a) above to be the Funds.  The Interest Rate of each such
        commercially available investment fund shall be used to determine the amount
        of
        earnings or losses to be credited to Participant’s Account under Article
        IV.

       

      (c)  If
        any
        portion of a Participant’s Account is credited with Stock Units, then the
        Participant shall not be permitted to select any other investment fund with
        respect to such Stock Units, and distributions of such Stock Units shall
        only be
        in the form of Company common stock and shall be settled solely out of the
        Restricted Stock Plan.  In the event of a corporate transaction
        involving the Company’s common stock, such Stock Units will be substituted and
        settled with an equivalent form of consideration provided under the Restricted
        Stock Plan pursuant to such transaction, which, if cash, will be deemed invested
        during the deferral period pursuant to the Participant’s investment elections
        under Section 3.2(a).

       

      ARTICLE
        IV

       

      DEFERRAL
        ACCOUNTS AND TRUST FUNDING

       

      
        	
                4.1  

              	
                Deferral
                  Accounts.

              


      

       

      The
        Committee shall establish and maintain a Deferral Account for each Participant
        under the Plan.  Each Participant’s Deferral Account shall be further
        divided into separate subaccounts (“investment fund subaccounts”), each of which
        corresponds to an investment fund elected by the Participant pursuant to
        Section
        3.2(a) and/or a Stock Unit subaccount, if applicable.  A Participant’s
        Deferral Account shall be credited as follows:

       

      (a)  On
        the
        business day that amounts are withheld and deferred from a Participant’s
        Compensation, the Committee shall credit the investment fund subaccounts
        of the
        Participant’s Deferral Account with an amount equal to Compensation deferred by
        the Participant in accordance with the Participant’s election under Section
        3.2(a); that is, the portion of the Participant’s deferred Compensation that the
        Participant has elected to be deemed to be invested in a certain type of
        investment fund shall be credited to the investment fund subaccount
        corresponding to that investment fund;

       

      (b)  Each
        business day, each investment fund subaccount of a Participant’s Deferral
        Account shall be credited with earnings or losses in an amount equal to that
        determined by multiplying the balance credited to such investment fund
        subaccount as of the prior day plus contributions credited that day to the
        investment fund subaccount by the Interest Rate for the corresponding fund
        selected by the Company pursuant to Section 3.2(b).  The value of any
        Stock Unit subaccount shall reflect only the current fair market value of
        the
        Company’s common stock underlying such Stock Units.

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

         

         

      

      (c)  In
        the
        event that a Participant elects for a given Plan Year’s deferral of Compensation
        to have a Scheduled Withdrawal Date, all amounts attributed to the deferral
        of
        Compensation for such Plan Year shall be accounted for in a manner which
        allows
        separate accounting for the deferral of Compensation and investment gains
        and
        losses associated with such Plan Year’s deferral of Compensation.

       

      
        	
                4.2  

              	
                Company
                  Contribution Account.

              


      

       

      The
        Committee shall establish and maintain a Company Contribution Account for
        each
        Participant under the Plan.  Each Participant’s Company Contribution
        Account shall be further divided into separate investment fund subaccounts
        corresponding to the investment fund elected by the Participant pursuant
        to
        Section 3.2(a).  A Participant’s Company Contribution Account shall be
        credited as follows:

       

      (a)  On
        the
        business day of any Company Discretionary Contribution Amount or Company
        Matching Contribution Amount, the Committee shall credit the investment fund
        subaccounts of the Participant’s Company Contribution Account with an amount
        equal to the Company Discretionary Contribution Amount, if any, applicable
        to
        that Participant, that is, the proportion of the Company Discretionary
        Contribution Amount, if any, or Company Matching Contribution Amount, if
        any,
        which the Participant elected to be deemed to be invested in a certain type
        of
        investment fund shall be credited to the corresponding investment fund
        subaccount; and

       

      (b)  Each
        business day, each investment fund subaccount of a Participant’s Company
        Contribution Account shall be credited with earnings or losses in an amount
        equal to that determined by multiplying the balance credited to such investment
        fund subaccount as of the prior day plus contributions credited that day
        to the
        investment fund subaccount by the Interest Rate for the corresponding Fund
        selected by the Company pursuant to Section 3.2(b).

       

      
        	
                4.3  

              	
                Trust
                  Funding.

              


      

       

      The
        Company has created a Trust with the Trustee.  The Company shall cause
        the Trust to be funded each year.  The Company shall contribute to the
        Trust (1) an amount equal to the amount deferred by each Participant; (2)
        the
        aggregate amount of Company Discretionary Contribution Amounts; and (3) the
        aggregate amount of Company Matching Contribution Amounts for the Plan
        Year.

       

      Although
        the principal of the Trust and any earnings thereon shall be held separate
        and
        apart from other funds of Company and shall be used exclusively for the uses
        and
        purposes of Plan Participants and Beneficiaries as set forth therein, neither
        the Participants nor their Beneficiaries shall have any preferred claim on,
        or
        any beneficial ownership in, any assets of the Trust prior to the time such
        assets are paid to the Participants or Beneficiaries as benefits and all
        rights
        created under this Plan shall be unsecured contractual rights of Plan
        Participants and Beneficiaries against the Company.  Any assets held
        in the Trust will be subject to the claims of Company’s general creditors under
        federal and state law in the event of insolvency as defined in Section 3.2
        of
        the Trust.

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

         

         

      

      The
        assets
        of the Plan and Trust shall never inure to the benefit of the Company and
        the
        same shall be held for the exclusive purpose of providing benefits to
        Participants and their Beneficiaries and for deferring reasonable expenses
        of
        administering the Plan and Trust.

       

      ARTICLE
        V

       

      VESTING

       

      A
        Participant shall be 100% vested in his or her Deferral Account.  A
        Participant shall be vested in any Company Discretionary Contribution Amount
        and/or Company Matching Contribution Amount, and the Interest thereon, in
        accordance with the schedule specified by the Committee in its sole discretion
        at such time any such contribution is made.  A Participant shall be
        vested in any Stock Units under the Plan in accordance with the terms and
        conditions of the Participant’s Restricted Stock Award.

       

      ARTICLE
        VI

       

      DISTRIBUTIONS

       

      
        	
                6.1  

              	
                Distribution
                  of Deferred Compensation and Discretionary Company
                  Contributions.

              


      

       

      (a)  Distribution
        Without Scheduled Withdrawal Date.  In the case of a Participant
        who terminates employment with Company, or is determined to have become
        Disabled, and has an Account balance of $25,000 or more, the Distributable
        Amount shall be paid to the Participant (and after his or her death to his
        or
        her Beneficiary) in a lump sum on the Participant’s Payment Date.  An
        optional form of benefit may be elected by the Participant, on the form provided
        by Company, during his or her Initial Election Period of substantially equal
        annual installments over two (2) to twenty (20) years beginning on the
        Participant’s Payment Date.

       

      A
        Participant may amend his or her form of distribution election from a single
        lump sum to installments by filing an amended election at least twelve (12)
        months in advance of the date the Participant terminates employment with
        the
        Company.  The amended new distribution date must be in a Plan Year
        five (5) years after the date the Participant terminates employment with
        the
        Company.  No amendment may accelerate the date that any distribution
        would be made from the Plan.

       

      In
        the
        case of a Participant who terminates employment with Company, or is determined
        to have become Disabled, and has an Account balance of less than $25,000,
        the
        Distributable Amount shall be paid to the Participant (and after his or her
        death to his or her Beneficiary) in a lump sum distribution on the Participant’s
        Payment Date.

       

      The
        Participant’s Account shall continue to be credited with earnings pursuant to
        Section 4.1 of the Plan until all amounts credited to his or her Account
        under
        the Plan have been distributed.

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

         

         

      

      (b)  Distribution
        With Scheduled Withdrawal Date.  In the case of a Participant who
        has elected a Scheduled Withdrawal Date for a distribution while still in
        the
        employ of the Company, such Participant shall receive his or her Distributable
        Amount, but only with respect to those deferrals of Compensation, vested
        Matching Contribution Amounts and vested Company Discretionary Contribution
        Amounts, if any, and earnings on such deferrals of Compensation, Matching
        Contribution Amounts and Company Discretionary Contribution Amounts as shall
        have been elected by the Participant to be subject to the Scheduled Withdrawal
        Date in accordance with Section 1.1(ee) of the Plan.  A Participant’s
        Scheduled Withdrawal Date with respect to deferrals of Compensation, Matching
        Contribution Amounts and Company Discretionary Contribution Amounts deferred
        in
        a given Plan Year can be no earlier than two years from the last day of the
        Plan
        Year for which the deferrals of Compensation, Matching Contribution Amounts
        and
        Company Discretionary Contribution Amounts are made.  A Participant’s
        Scheduled Withdrawal Date with respect to the deferral of Stock Units in
        a given
        Plan Year can be no earlier than (a) two years from the last day of the Plan
        Year for which the deferral of Stock Units was made and (b) two years from
        the
        vesting date of the Restricted Stock Award.  A Participant may extend
        the Scheduled Withdrawal Date for any Plan Year, provided such extension
        occurs
        at least one year before the Scheduled Withdrawal Date and is for a period
        of
        not less than five years from the Scheduled Withdrawal Date.  The
        Participant shall have the right to modify any Scheduled Withdrawal Date
        one
        time.  In the event a Participant terminates employment with Company
        prior to a Scheduled Withdrawal Date, other than by reason of death, the
        portion
        of the Participant’s Account associated with a Scheduled Withdrawal Date, which
        has not occurred prior to such termination, shall be distributed in the manner
        selected for Termination.

       

      (c)  Distribution
        for Termination of Employment due to Death.  In the case of the
        death of a Participant while employed by the Company, the Participant’s account
        balance shall be distributed to the Participant’s Beneficiary in a lump sum
        following the end of the calendar quarter in which the receipt of confirmation
        of death has been received.

       

      (d)  Post-Termination
        Death Benefit.  In the event a Participant dies after his or her
        termination of employment and still has a vested balance in his or her Account,
        the vested balance of such Account shall continue to be paid in annual
        installments for the remainder of the period in accordance with the election
        previously made by the Participant.

       

      (e)  Change
        in Control.  A Participant may elect, at such times and in such
        manner as permitted by the Company, to receive a lump sum distribution of
        his or
        her entire Account balance in the event of a subsequent Change in Control
        (as
        defined by Section 409A of the Code).  Such payment shall be made in
        the month following the month in which such Change in Control occurs; provided,
        however, that if the Change in Control occurs in the 2007 calendar year,
        any
        such distribution be made in February 2008.

       

      
        	
                6.2  

              	
                [DELETED]

              


      

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

       

      
        	
                6.3  

              	
                Hardship
                  Distribution.

              


      

       

      A
        Participant shall be permitted to elect a Hardship Distribution from his
        or her
        vested Accounts in accordance with Section 1.2(u) of the Plan prior to the
        Payment Date, subject to the following restrictions:

       

      (a)  The
        election to take a Hardship Distribution shall be made by filing a form provided
        by and filed with Committee prior to the end of any calendar month.

       

      (b)  The
        Committee shall have made a determination that the requested distribution
        constitutes a Hardship Distribution in accordance with Section 1.2(u) of
        the
        Plan.

       

      (c)  The
        amount
        determined by the Committee as a Hardship Distribution shall be paid in a
        single
        cash lump sum as soon as practicable after the end of the calendar month
        in
        which the Hardship Distribution election is made and approved by the
        Committee.

       

      (d)  If
        a
        Participant receives a Hardship Distribution, the Participant will be ineligible
        to participate in the Plan for the balance of the Plan Year and the following
        Plan Year.

       

      
        	
                6.4  

              	
                Inability
                  to Locate Participant.

              


      

       

      In
        the
        event that the Committee is unable to locate a Participant or Beneficiary
        within
        two years following the required Payment Date, the amount allocated to the
        Participant’s Deferral Account shall be forfeited.  If, after such
        forfeiture, the Participant or Beneficiary later claims such benefit, such
        benefit shall be reinstated without interest or earnings.

       

      
        	
                6.5  

              	
                Limitation
                  on Distributions to Covered
                  Employees.

              


      

       

      Notwithstanding
        any other provision of this Article VI in the event that the Participant is
        a “covered employee” as that term is defined in section 162(m)(3) of the
        Code, or would be a covered employee if benefits were distributed in accordance
        with his or her distribution election or early withdrawal request, the maximum
        amount which may be distributed from the Participant’s Account in any Plan Year
        shall not exceed one million dollars ($1,000,000) less the amount of
        compensation paid to the Participant in such Plan Year which is not
“performance-based” (as defined in Code section 162(m)(4)(C)), which amount
        shall be reasonably determined by the Committee at the time of the proposed
        distribution.  Any amount which is not distributed to the Participant
        in a Plan Year as a result of this limitation shall be distributed to the
        Participant in the next Plan Year, subject to compliance with the foregoing
        limitations set forth in this Section 6.5.

       

      
        	
                6.6  

              	
                Specified
                  Employees.

              


      

       

      In
        the
        event of a distribution to a Specified Employee based upon such individual’s
        termination of employment with the Company, no distributions will be made,
        irrespective of any deferral election to the contrary, before the date which
        is
        six (6) months after the date of termination of employment, or if earlier
        the
        date of the death of the Specified Employee.

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

       

       

      
        	
                6.7  

              	
                Withholding.

              


      

       

      There
        shall be deducted from each payment made under the Plan or any other
        Compensation payable to the Participant (or Beneficiary) all taxes that are
        required to be withheld by the Company in respect to such payment or this
        Plan.  The Company shall have the right to reduce any payment (or
        compensation) by the amount of cash sufficient to provide the amount of said
        taxes.

       

      
         

        
          	
                  6.8  

                	
                  Termination
                    of Employment.

                


        

      

       

      For
        purposes of this Plan, a Participant shall be deemed to have terminated from
        employment with the Company when such Participant has experienced a ‘separation
        from service’ under Code Section 409A.

       

       

      ARTICLE
        VII

       

      ADMINISTRATION

       

      
        	
                7.1  

              	
                Committee.

              


      

       

      The
        Committee shall be appointed by, and serve at the pleasure of, the Board
        of
        Directors.  The number of members comprising the Committee shall be
        determined by the Board, which may from time to time vary the number of
        members.  A member of the Committee may resign by delivering a written
        notice of resignation to the Board.  The Board may remove any member
        by delivering a certified copy of its resolution of removal to such
        member.  Vacancies in the membership of the Committee shall be filled
        promptly by the Board.

       

      
        	
                7.2  

              	
                Committee
                  Action.

              


      

       

      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 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.  A member
        of the Committee shall not vote or act upon any matter which relates solely
        to
        himself or herself as a Participant.  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.

       

      
        	
                7.3  

              	
                Powers
                  and Duties of the Committee.

              


      

       

      (a)  Committee
        Powers and Responsibilities.  The Committee shall have complete
        control of the administration of the Plan herein set forth with all powers
        necessary to enable it properly to carry out its duties in that
        respect.  Not in limitation, but in amplification of the foregoing,
        the Committee shall have the power and authority to:

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

         

         

      

      (1)  Construe
        the Plan and Trust Agreement to determine all questions that shall arise
        as to
        interpretations of the Plan’s provisions including determination of which
        individuals are Eligible Employees and the determination of the amounts credited
        to a Participant’s Account, and the appropriate timing and method of benefit
        payments;

       

      (2)  Establish
        reasonable rules and procedures which shall be applied in a uniform and
        nondiscriminatory manner with respect to elections, the establishment of
        Accounts and Subaccounts, and all other discretionary provisions of the
        Plan;

       

      (3)  Establish
        the rules and procedures by which the Plan will operate that are consistent
        with
        the terms of the Plan documents;

       

      (4)  Establish
        the rules and procedures by which the Plan shall determine and pay installment
        distributions and in-service distributions;

       

      (5)  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;

       

      (6)  Compile
        and maintain all records it determines to be necessary, appropriate or
        convenient in connection with the administration of the Plan;

       

      (7)  Adopt
        amendments to the Plan document which are deemed necessary or desirable to
        facilitate administration of the Plan and/or to bring these documents into
        compliance with all applicable laws and regulations, provided that the Committee
        shall not have the authority to adopt any Plan amendment that will result
        in
        substantially increased costs to the Company unless such amendment is contingent
        upon ratification by the Board before becoming effective;

       

      (8)  Employ
        such persons or organizations to render service or perform services with
        respect
        to the administrative responsibilities of the Committee under the Plan as
        the
        Committee determines to be necessary and appropriate, including but not limited
        to attorneys, accountants, and benefit, financial and administrative
        consultants;

       

      (9)  Select,
        review and retain or change the investment which are used for determining
        the
        Interest Rate under the Plan;

       

      (10)  Direct
        the
        investment of the assets of the Trust;

       

      (11)  Review
        the
        performance of the Trustee with respect to the Trustee’s duties,
        responsibilities and obligations under the Plan and the Trust Agreement;
        and

       

      (12)  Take
        such
        other action as may be necessary or appropriate to the management and investment
        of the Plan assets.

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

       

      
        	
                7.4  

              	
                Construction
                  and Interpretation.

              


      

       

      The
        Committee shall have full discretion to construe and interpret the terms
        and
        provisions of this Plan, which interpretations or construction shall be final
        and binding on all parties, including but not limited to the Company and
        any
        Participant or Beneficiary.  The Committee shall administer such terms
        and provisions in a uniform and nondiscriminatory manner and in full accordance
        with any and all laws applicable to the Plan.

       

      
        	
                7.5  

              	
                Information.

              


      

       

      To
        enable
        the Committee to perform its functions, the Company shall supply full and
        timely
        information to the Committee on all matters relating to the Compensation
        of all
        Participants, their death or other events that cause termination of their
        participation in this Plan, and such other pertinent facts as the Committee
        may
        require.

       

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

       

      
        	
                7.6  

              	
                Compensation,
                  Expenses and Indemnity.

              


      

       

      (a)  The
        members of the Committee shall serve without compensation for their services
        hereunder.

       

      (b)  The
        Committee is authorized at the expense of the Company to employ such legal
        counsel as it may deem advisable to assist in the performance of its duties
        hereunder.  Expenses and fees in connection with the administration of
        the Plan shall be paid by the Company.

       

      (c)  To
        the
        extent permitted by applicable state law, the Company shall indemnify and
        hold
        harmless the Committee and each member thereof, the Board of Directors and
        any
        delegate of the Committee who is an employee of the Company against any and
        all
        expenses, liabilities and claims, including legal fees to defend against
        such
        liabilities and claims arising out of their discharge in good faith of
        responsibilities under or incident to the Plan, other than expenses and
        liabilities arising out of willful misconduct.  This indemnity shall
        not preclude such further indemnities as may be available under insurance
        purchased by the Company or provided by the Company under any bylaw, agreement
        or otherwise, as such indemnities are permitted under state law.

       

      
        	
                7.7  

              	
                Quarterly
                  Statements.

              


      

       

      Under
        procedures established by the Committee, a Participant shall receive a statement
        with respect to such Participant’s Accounts on a quarterly basis.

       

      
        	
                7.8  

              	
                Disputes.

              


      

       

      (a)  Claim.

       

      A
        person
        who believes that he or she is being denied a benefit to which he or she
        is
        entitled under this Plan (hereinafter referred to as “Claimant”) must file a
        written request for such benefit with the Company, setting forth his or her
        claim.  The request must be addressed to the President of the Company
        at its then principal place of business.

       

      (b)  Claim
        Decision.

       

      Upon
        receipt of a claim, the Company shall advise the Claimant that a reply will
        be
        forthcoming within ninety (90) days and shall, in fact, deliver such reply
        within such period.  The Company may, however, extend the reply period
        for an additional ninety (90) days for special circumstances.

       

      If
        the
        claim is denied in whole or in part, the Company shall inform the Claimant
        in
        writing, using language calculated to be understood by the Claimant, setting
        forth:  (A) the specified reason or reasons for such denial; (B) the
        specific reference to pertinent provisions of this  Plan on which such
        denial is based; (C) a description of any additional material or information
        necessary for the Claimant to perfect his or her claim and an explanation
        of why
        such material or such information is necessary; (D) appropriate information
        as
        to the steps to be taken if the Claimant wishes to submit the claim for review;
        and (E) the time limits for requesting a review under subsection
        (c).

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

         

         

      

      (c)  Request
        For Review.

       

      Within
        sixty (60) days after the receipt by the Claimant of the written opinion
        described above, the Claimant may request in writing that the Committee review
        the determination of the Company.  Such request must be addressed to
        the Secretary of the Company, at its then principal place of
        business.  The Claimant or his or her duly authorized representative
        may, but need not, review the pertinent documents and submit issues and comments
        in writing for consideration by the Committee.  If the Claimant does
        not request a review within such sixty (60) day period, he or she shall be
        barred and estopped from challenging the Company’s determination.

       

      (d)  Review
        of Decision.

       

      Within
        sixty (60) days after the Committee’s receipt of a request for review, after
        considering all materials presented by the Claimant, the Committee will inform
        the Participant in writing, in a manner calculated to be understood by the
        Claimant, the decision setting forth the specific reasons for the decision
        containing specific references to the pertinent provisions of
        this  Plan on which the decision is based.  If special
        circumstances require that the sixty (60) day time period be extended, the
        Committee will so notify the Claimant and will render the decision as soon
        as
        possible, but no later than one hundred twenty (120) days after receipt of
        the
        request for review.  No further legal action may be initiated claiming
        benefits under this Plan until the claims procedures set forth in this Article
        VII are completed.

       

      
        	
                7.9  

              	
                Plan
                  Amendment.

              


      

       

      This
        Plan
        may be amended by the Company at any time in its sole
        discretion.  Additionally, the Plan may be amended upon an action of
        the members of the Committee subject to the provisions in
        Section 7.3.  However, no amendment may be made that alters the
        nature of an election or benefit distribution election or which would reduce
        the
        amount credited to a Participant’s Account on the date of such amendment, unless
        such amendment is made pursuant to Section 8.9 of the Plan to comply with
        changes in applicable law.

       

      
        	
                7.10  

              	
                Plan
                  Termination.

              


      

       

      The
        Company reserves the right to terminate the Plan in its entirety by an action
        of
        the Board at any time upon fifteen (15) days notice to the
        Participants.  The termination of the Plan shall automatically revoke
        all outstanding deferral elections.  If the Plan is terminated, all
        benefits shall continue to be paid in the form and at the times previously
        elected by the Participants, unless at the time of such distribution Section
        409A of the Code, or other applicable IRS guidance, would authorize the
        distribution in a lump sum of all Plan benefits.  Any amounts
        remaining in the Trust after all benefits have been paid shall revert to
        the
        Company.

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

       

      ARTICLE
        VIII

       

      MISCELLANEOUS

       

      
        	
                8.1  

              	
                Unsecured
                  General Creditor.

              


      

       

      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.  No assets of the Company shall be held in any way as
        collateral security for the fulfilling of the obligations of the Company
        under
        this Plan.  Any and all of the Company’s assets shall be, and remain,
        the general unpledged, unrestricted assets of the Company.  The
        Company’s obligation under the Plan shall be merely that of an unfunded and
        unsecured promise of the Company to pay money in the future, and the rights
        of
        the Participants and Beneficiaries shall be no greater than those of unsecured
        general creditors.  It is the intention of the Company that this Plan
        be unfunded for purposes of the Code and for purposes of Title 1 of the
        ERISA.

       

      
        	
                8.2  

              	
                Restriction
                  Against Assignment.

              


      

       

      The
        Company shall pay all amounts payable hereunder only to the person or persons
        designated by the Plan and not to any other person or corporation.  No
        part of a Participant’s Accounts shall be liable for the debts, contracts, or
        engagements of any Participant, his or her Beneficiary, or successors in
        interest, nor shall a Participant’s Accounts be subject to execution by levy,
        attachment, or garnishment or by any other legal or equitable proceeding,
        nor
        shall any such person have any right to alienate, anticipate, sell, transfer,
        commute, pledge, encumber, or assign any benefits or payments hereunder in
        any
        manner whatsoever.  If any Participant, Beneficiary or successor in
        interest is adjudicated bankrupt or purports to anticipate, alienate, sell,
        transfer, commute, assign, pledge, encumber or charge any distribution or
        payment from the Plan, voluntarily or involuntarily, the Committee, in its
        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.

       

      
        	
                8.3  

              	
                Governing
                  Law.

              


      

       

      This
        Plan
        shall be construed, governed and administered in accordance with the laws
        of the
        State in which the Company is incorporated, except where pre-empted by
        ERISA.

       

      
        	
                8.4  

              	
                Receipt
                  or Release.

              


      

       

      Any
        payment to a Participant or the Participant’s Beneficiary in accordance with the
        provisions of the Plan shall, to the extent thereof, be in full satisfaction
        of
        all claims against the Committee and the Company.  The Committee may
        require such Participant or Beneficiary, as a condition precedent to such
        payment, to execute a receipt and release to such effect.

       

      
        	
                8.5  

              	
                Payments
                  on Behalf of Persons Under
                  Incapacity.

              


      

       

      In
        the
        event that any amount becomes payable under the Plan to a person who, in
        the
        sole judgment of the Committee, is considered by reason of physical or mental
        condition to be unable to give a valid receipt therefore, the Committee may
        direct that such payment be made to any person found by the Committee, in
        its
        sole judgment, to have assumed the care of such person.  Any payment
        made pursuant to such determination shall constitute a full release and
        discharge of the Committee and the Company.

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      

       

       

      
        	
                8.6  

              	
                Limitation
                  of Rights and Employment
                  Relationship

              


      

       

      Neither
        the establishment of the Plan and Trust nor any modification thereof, nor
        the
        creating of any fund or account, nor the payment of any benefits shall be
        construed as giving to any Participant, or Beneficiary or other person any
        legal
        or equitable right against the Company or the trustee of the Trust except
        as
        provided in the Plan and Trust; and in no event shall the terms of employment
        of
        any Employee or Participant be modified or in any way be affected by the
        provisions of the Plan and Trust.

       

      
        	
                8.7  

              	
                Successors.

              


      

       

      This
        Plan
        shall be binding upon and inure to the benefit of the Company, its successors
        and assigns and the Participant and his or her heirs, executors, administrators
        and legal representatives.

       

      
        	
                8.8  

              	
                Attorneys’
                  Fees.

              


      

       

      If
        the
        Company, the Participant, any Beneficiary, and/or a successor in interest
        to any
        of the foregoing, brings legal action to enforce any of the provisions of
        this
        Plan, the prevailing party in such legal action shall be reimbursed by the
        other
        party, the prevailing party’s costs of such legal action including, without
        limitation, reasonable fees of attorneys, accountants and similar advisors
        and
        expert witnesses.

       

      
        	
                8.9  

              	
                Severability.

              


      

       

      If
        any
        provision of this Plan is held to be invalid, illegal or unenforceable, such
        invalidity, illegality, or unenforceability shall not affect any other provision
        of this Plan, and the Plan shall be construed and enforced as if such provision
        had not been included.  In addition, if such provision is invalid,
        illegal or unenforceable due to changes in applicable law, the Company may
        amend
        the Plan, without the consent and without providing any advance notice to
        any
        Participant, as may be necessary or desirable to comply with changes in the
        applicable law or financial accounting of deferred compensation
        plans.

       

      
        	
                8.10  

              	
                Shareholder
                  Rights.

              


      

       

      A
        Participant shall have no rights as a shareholder with respect to any Stock
        Units which may be credited by the Company to the
        Plan.  Notwithstanding the foregoing, Stock Units allocated to a
        Participant’s Account shall be entitled to receive such Stock Units prorata
        portion of any cash dividend declared by the Company with respect to the
        shares
        of the Company’s common stock underlying such Stock Units.  The
        Committee shall instruct the Trustee, in the Committee’s sole and absolute
        discretion, on how to vote, or not vote, any shares of Company common stock
        which may actually be allocated to the Trust and nothing contained in this
        Plan
        shall be construed as permitting the Participant to vote any such shares
        of
        Company common stock held by the Trust.

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      

       

       

      
        	
                8.11  

              	
                Headings.

              


      

       

      Headings
        and subheadings in this Plan are inserted for convenience of reference only
        and
        are not to be considered in the construction of the provisions
        hereof.

       

      
        	
                8.12  

              	
                Section
                  409A of the Code.

              


      

       

      This
        Plan
        is intended to comply and shall be administered in a manner that is intended
        to
        comply with Section 409A of the Code and the interpretative guidance
        thereunder.  The Plan shall be construed and interpreted in accordance
        with such intent.

       

      


      
        
           

        

        
          20

          
            

          

        

        
           

        

      

       

      


      


       

       

       

       

       

       

       

       

      MAXIMUS,
        INC.

      DEFERRED
        COMPENSATION PLAN

       

       

       

       

       

       

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
         

        
           TABLE
            OF CONTENTS

           

           

          
            
              	 	 	 	
                      Page

                    
	 	 	 	 
	
                      ARTICLE
                        I TITLE AND DEFINITIONS  

                    	
                      1

                    
	 	
                      1.1

                    	
                      Definitions.

                    	
                      1

                    
	
                      ARTICLE
                        II PARTICIPATION  

                    	
                      6

                    
	 	
                      2.1

                    	
                      Commencement
                        of Participation.

                    	
                      6

                    
	 	
                      2.2

                    	
                      Cessation
                        of Participation.

                    	
                      6

                    
	 	
                      2.3

                    	
                      Cessation
                        of Eligibility.

                    	
                      6

                    
	
                      ARTICLE
                        III DEFERRAL ELECTIONS  

                    	
                      6

                    
	 	
                      3.1

                    	
                      Elections
                        to Defer
                        Compensation.

                    	
                      6

                    
	 	
                      3.2

                    	
                      Investment
                        Elections.

                    	
                      7

                    
	
                      ARTICLE
                        IV DEFERRAL ACCOUNTS AND TRUST FUNDING  

                    	
                      8

                    
	 	
                      4.1

                    	
                      Deferral
                        Accounts.

                    	
                      8

                    
	 	
                      4.2

                    	
                      Company
                        Contribution Account.

                    	
                      9

                    
	 	
                      4.3

                    	
                      Trust
                        Funding.

                    	
                      9

                    
	
                      ARTICLE
                        V VESTING  

                    	
                      10

                    
	
                      ARTICLE
                        VI DISTRIBUTIONS  

                    	
                      10

                    
	 	
                      6.1

                    	
                      Distribution
                        of Deferred Compensation and
                        Discretionary Company Contributions.

                    	
                      10

                    
	 	
                      6.2

                    	
                      [DELETED]

                    	
                      11

                    
	 	
                      6.3

                    	
                      Hardship
                        Distribution.

                    	
                      12

                    
	 	
                      6.4

                    	
                      Inability
                        to Locate
                        Participant.

                    	
                      12

                    
	 	
                      6.5

                    	
                      Limitation
                        on Distributions to Covered
                        Employees.

                    	
                      12

                    
	 	
                      6.6

                    	
                      Specified
                        Employees

                    	
                      12

                    
	 	
                      6.7

                    	
                      Withholding

                    	
                      13

                    
	 	
                      6.8

                    	
                      Termination
                        of Employment.

                    	
                      13

                    


            

             

            
              
                 

              

              
                (i)

                
                  

                

              

              
                 

              

            

            
 

            
              	 	
                      Page

                    
	 	 
	 	 
	
                      ARTICLE
                        VII ADMINISTRATION  

                    	
                      13

                    
	 	
                      7.1

                    	
                      Committee.

                    	
                      13

                    
	 	
                      7.2

                    	
                      Committee
                        Action.

                    	
                      13

                    
	 	
                      7.3

                    	
                      Powers
                        and Duties of the
                        Committee.

                    	
                      13

                    
	 	
                      7.4

                    	
                      Construction
                        and
                        Interpretation.

                    	
                      14

                    
	 	
                      7.5

                    	
                      Information.

                    	
                      15

                    
	 	
                      7.6

                    	
                      Compensation,
                        Expenses and
                        Indemnity.

                    	
                      16

                    
	 	
                      7.7

                    	
                      Quarterly
                        Statements.

                    	
                      16

                    
	 	
                      7.8

                    	
                      Disputes.

                    	
                      16

                    
	 	
                      7.9

                    	
                      Plan
                        Amendment.

                    	
                      17

                    
	 	
                      7.10

                    	
                      Plan
                        Termination.

                    	
                      17

                    
	
                      ARTICLE
                        VIII MISCELLANEOUS 

                    	
                      18

                    
	 	
                      8.1

                    	
                      Unsecured
                        General Creditor.

                    	
                      18

                    
	 	
                      8.2

                    	
                      Restriction
                        Against Assignment.

                    	
                      18

                    
	 	
                      8.3

                    	
                      Governing
                        Law.

                    	
                      18

                    
	 	
                      8.4

                    	
                      Receipt
                        or Release.

                    	
                      18

                    
	 	
                      8.5

                    	
                      Payments
                        on Behalf of Persons Under
                        Incapacity.

                    	
                      18

                    
	 	
                      8.6

                    	
                      Limitation
                        of Rights and Employment
                        Relationship

                    	
                      19

                    
	 	
                      8.7

                    	
                      Successors.

                    	
                      19

                    
	 	
                      8.8

                    	
                      Attorneys’
Fees.

                    	
                      19

                    
	 	
                      8.9

                    	
                      Severability.

                    	
                      19

                    
	 	
                      8.10

                    	
                      Shareholder
                        Rights

                    	
                      19

                    
	 	
                      8.11

                    	
                      Headings

                    	
                      20

                    
	 	
                      8.12

                    	
                      Section
                        409A of the Code.

                    	
                      20

                    


            

             

             

             

            (ii)