exhibit10_4.htm


    Exhibit
      10.4

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    FPIC
      INSURANCE GROUP,
      INC.

     

    


    DEFERRED
      COMPENSATION
      PLAN

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        FPIC
          Insurance Group, Inc. Deferred Compensation Plan

      

    

    


     

    
      	Article
              I	 	 
	
              Establishment
                and Purpose

            	 	 1


    

     

    
      
        	Article
                II	 	 
	
                Definitions

              	 	 1


      

      
         

        
          	Article
                  III	 	 
	
                  Eligibility
                    and Participation

                	 	 8


        

        
           

          
            	Article
                    IV	 	 
	
                    Deferrals

                  	 	 9


          

          
             

            
              	Article
                      V	 	 
	
                      Company
                        Contributions

                    	 	 12


            

            
               

              
                	Article
                        VI	 	 
	
                        Benefits

                      	 	 13


              

              
                 

                
                  	Article
                          VII	 	 
	
                          Modifications
                            to Payment Schedules

                        	 	 15


                

                
                   

                  
                    	Article
                            VIII	 	 
	
                            Valuation
                              of Account Balances; Investments

                          	 	 16


                  

                  
                     

                    
                      	Article
                              IX	 	 
	
                              Administration

                            	 	 17


                    

                    
                       

                      
                        	Article
                                X	 	 
	
                                Amendment
                                  and Termination

                              	 	 19


                      

                      
                         

                        
                          	Article
                                  XI	 	 
	
                                  Informal
                                    Funding

                                	 	 19


                        

                        
                           

                          
                            	Article
                                    XII	 	 
	
                                    Claims

                                  	 	 20


                          

                          
                             

                            
                              	Article
                                      XIII	 	 
	
                                      General
                                        Provisions

                                    	 	 25


                            

                            


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        FPIC
          Insurance Group, Inc. Deferred Compensation Plan

      

       

       

      Article
        I

    

    Establishment
      and
      Purpose

     

    FPIC
      Insurance Group, Inc. (the “Company”) hereby amends and restates the FPIC
      Insurance Group, Inc. Deferred Compensation Plan (the “Plan”), effective January
      1, 2008. This amendment and restatement applies to all amounts previously or
      hereafter deferred under the Plan, it being expressly intended that this
      amendment and restatement shall constitute a material modification of the Plan
      as in effect on October 3, 2004, such that all amounts deferred under the Plan
      prior to January 1, 2005, shall be subject to Code Section 409A.

    


    The
      purpose of the Plan is to attract and retain key employees and Directors by
      providing each Participant with an opportunity to defer receipt of a portion
      of
      their salary, bonus, and other specified compensation. The Plan is not intended
      to meet the qualification requirements of Code Section 401(a), but is intended
      to meet the requirements of Code Section 409A, and shall be operated and
      interpreted consistent with that intent.

    


    The
      Plan constitutes an unsecured promise by a Participating Employer to pay
      benefits in the future. Participants in the Plan shall have the status of
      general unsecured creditors of the Company or the Adopting Employer, as
      applicable. Each Participating Employer shall be solely responsible for payment
      of the benefits of its employees and their beneficiaries. The Plan is unfunded
      for Federal tax purposes and is intended to be an unfunded arrangement for
      eligible employees who are part of a select group of management or highly
      compensated employees of the Employer within the meaning of Sections 201(2),
      301(a)(3) and 401(a)(1) of ERISA. Any amounts set aside to defray the
      liabilities assumed by the Company or an Adopting Employer will remain the
      general assets of the Company or the Adopting Employer and shall remain subject
      to the claims of the Company’s or the Adopting Employer's creditors until such
      amounts are distributed to the Participants.

    


    


    Article
      II

    Definitions

     

    
      	
              2.1

            	
              Account.
                Account means a bookkeeping account maintained by the Committee to
                record
                the payment obligation of a Participating Employer to a Participant
                as
                determined under the terms of the Plan. The Committee may maintain
                an
                Account to record the total obligation to a Participant and component
                Accounts to reflect amounts payable at different times and in different
                forms. Reference to an Account means any such Account established
                by the
                Committee, as the context requires. Accounts are intended to constitute
                unfunded obligations within the meaning of Sections 201(2), 301(a)(3)
                and
                401(a)(1) of ERISA.

            


    

    


    
      	
              2.2

            	
              Account
                Balance. Account Balance means, with respect to any Account, the total
                payment obligation owed to a Participant from such Account as of
                the most
                recent Valuation Date.

            


    

    


    
      
        
        

      

      
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        FPIC
          Insurance Group, Inc. Deferred Compensation Plan

      

       

       

    

    
      	
              2.3

            	
              Adopting
                Employer. Adopting Employer means an Affiliate who, with the consent
                of the Company, has adopted the Plan for the benefit of its eligible
                employees.

            


    

    


    
      	
              2.4

            	
              Affiliate.
                Affiliate means a corporation, trade or business that, together with
                the
                Company, is treated as a single employer under Code Section 414(b)
                or
                (c).

            


    

    


    
      	
              2.5

            	
              Beneficiary.
                Beneficiary means a natural person, estate, or trust designated by
                a
                Participant to receive payments to which a Beneficiary is entitled
                in
                accordance with provisions of the Plan. The Participant’s spouse, if
                living, otherwise the Participant’s estate, shall be the Beneficiary if:
                (i) the Participant has failed to properly designate a Beneficiary,
                or
                (ii) all designated Beneficiaries have predeceased the
                Participant.

            


    

    


    A
      former spouse shall have no interest under the Plan, as Beneficiary or
      otherwise, unless the Participant designates such person as a Beneficiary after
      dissolution of the marriage, except to the extent provided under the terms
      of a
      domestic relations order as described in  Code Section
      414(p)(1)(B).

    


    
      	
              2.6

            	
              Business
                Day. A Business Day is each day on which
                the
                New York Stock Exchange is open for
                business.

            


    

    


    
      	
              2.7

            	
              Change
                in Control. Change in Control, with respect
                to a Participating Employer that is organized as a corporation, occurs
                on
                the date on which any of the following events occur (i) a change
                in the
                ownership of the Participating Employer; (ii) a change in the effective
                control of the Participating Employer; (iii) a change in the ownership
                of
                a substantial portion of the assets of the Participating
                Employer.

            


    

    


    For
      purposes of this Section, a change in the ownership of the Participating
      Employer occurs on the date on which any one person, or more than one person
      acting as a group, acquires ownership of stock of the Participating Employer
      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 the
      Participating Employer. A change in the effective control of the Participating
      Employer occurs on the date on which either (i) a person, or more than one
      person acting as a group, acquires ownership of stock of the Participating
      Employer possessing 30% or more of the total voting power of the stock of the
      Participating Employer, taking into account all such stock acquired during
      the
      12-month period ending on the date of the most recent acquisition, or (ii)
      a
      majority of the members of the Participating Employer’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 Board of Directors prior
      to
      the date of the appointment or election, but only if no other corporation is
      a
      majority shareholder of the Participating Employer . A change in the ownership
      of a substantial portion of assets occurs on the date on which any one person,
      or more than one person acting as a group, other than a person or group of
      persons that is related to the Participating Employer, acquires assets from
      the
      Participating Employer 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
      Participating Employer 

     

    
      
        
        

      

      
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        FPIC
          Insurance Group, Inc. Deferred Compensation Plan

      

    

     

     

    immediately
      prior to such acquisition or acquisitions, taking into account all such assets
      acquired during the 12-month period ending on the date of the most recent
      acquisition.

    


    An
      event constitutes a Change in Control with respect to a Participant only if
      the
      Participant performs services for the Participating Employer that has
      experienced the Change in Control, or the Participant’s relationship to the
      affected Participating Employer otherwise satisfies the requirements of Treasury
      Regulation Section 1.409A-3(i)(5)(ii).

    


    The
      determination as to the occurrence of a Change in Control shall be based on
      objective facts and in accordance with the requirements of Code Section
      409A.

    


    
      	
              2.8

            	
              Claimant.
                Claimant means a Participant or Beneficiary filing a claim under
                Article
                XII of this Plan.

            


    

    


    
      	
              2.9

            	
              Code.
                Code means the Internal Revenue Code of 1986, as amended from time
                to
                time.

            


    

    


    
      	
              2.10

            	
              Code
                Section 409A. Code Section 409A means section 409A of the Code, and
                regulations and other guidance issued by the Treasury Department
                and
                Internal Revenue Service
                thereunder.

            


    

    


    
      	
              2.11

            	
              Committee.
                Committee means the committee appointed by the Board of Directors
                of the
                Company (or the appropriate committee of such board) to administer
                the
                Plan. If no designation is made, the Chief Executive Officer of the
                Company or his delegate shall have and exercise the powers of the
                Committee.

            


    

    


    
      	
              2.12

            	
              Company.
                Company means FPIC Insurance Group,
                Inc.

            


    

    


    
      	
              2.13

            	
              Company
                Contribution. Company Contribution means a credit by a Participating
                Employer to a Participant’s Account(s) in accordance with the provisions
                of Article V of the Plan. Company Contributions are credited at the
                sole
                discretion of the Participating Employer and the fact that a Company
                Contribution is credited in one year shall not obligate the Participating
                Employer to continue to make such Company Contribution in subsequent
                years. Unless the context clearly indicates otherwise, a reference
                to
                Company Contribution shall include Earnings attributable to such
                contribution.

            


    

    


    
      	
              2.14

            	
              Compensation.
                Compensation means a Participant’s base salary, bonus, commission, Directors' fees, and such
                other cash or equity-based compensation (if any) approved by the
                Committee
                as Compensation that may be deferred under this Plan. Compensation
                shall
                not include any compensation that has been previously deferred under
                this
                Plan or any other arrangement subject to Code Section
                409A.

            


    

     

    
      	
              2.15

            	
              Compensation
                Deferral Agreement. Compensation Deferral Agreement means an agreement
                between a Participant and a Participating Employer that specifies
                (i) the
                amount of each component of Compensation that the Participant has
                elected
                to defer to the Plan in accordance with the provisions of Article
                IV, and
                (ii) the Payment Schedule 

            


    

    


    
      
        
        

      

      
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          Insurance Group, Inc. Deferred Compensation Plan

      

       

      
         

        
          	
                   

                	
                  applicable
                    to one or more Accounts. The Committee may permit different deferral
                    amounts for each component of Compensation and may establish
                    a minimum or
                    maximum deferral amount for each such component. Unless otherwise
                    specified by the Committee in the Compensation Deferral Agreement,
                    Participants may defer up to 100% of their Compensation for a
                    Plan Year. A
                    Compensation Deferral Agreement may also specify the investment
                    allocation
                    described in Section 8.4.

                


        

         

        
          
            	
                    2.16

                  	
                    Death
                      Benefit. Death Benefit means the benefit payable under the Plan
                      to a
                      Participant's Beneficiary(ies) upon the Participant's death
                      as provided in
                      Section 6.1 of the Plan.

                  


          

           

        

      

    

    
      	
              2.17

            	
              Deferral.
                Deferral means a credit to a Participant’s Account(s) that records that
                portion of the Participant’s Compensation that the Participant has elected
                to defer to the Plan in accordance with the provisions of Article
                IV.
                Unless the context of the Plan clearly indicates otherwise, a reference
                to
                Deferrals includes Earnings attributable to such
                Deferrals.

            


    

    


    Deferrals
      shall be calculated with respect to the gross cash Compensation payable to
      the
      Participant prior to any deductions or withholdings, but shall be reduced by
      the
      Committee as necessary so that it does not exceed 100% of the cash Compensation
      of the Participant remaining after deduction of all required income and
      employment taxes, 401(k) and other employee benefit deductions, and other
      deductions required by law. Changes to payroll withholdings that affect the
      amount of Compensation being deferred to the Plan shall be allowed only to
      the
      extent permissible under Code Section 409A.

    


    
      	
              2.18

            	
              Director.  Director
                means a member of the Board of Directors of the
                Company.

            


    

    


    
      	
              2.19

            	
              Earnings.
                Earnings means an adjustment to the value of an Account in accordance
                with
                Article VIII.

            


    

    


    
      	
              2.20

            	
              Effective
                Date. Effective Date means January 1,
                2008.

            


    

    


    
      	
              2.21

            	
              Eligible
                Employee. Eligible Employee means a full-time salaried Employee who is
                a member of a “select group of management or highly compensated employees”
                of a Participating Employer within the meaning of Sections 201(2),
                301(a)(3) and 401(a)(1) of ERISA, as determined by the Committee
                from time
                to time in its sole discretion.

            


    

    


    
      	
              2.22

            	
              Employee.
                Employee means a common-law employee of an
                Employer.

            


    

    


    
      	
              2.23

            	
              Employer.
                Employer means, with respect to Employees it employs, the Company
                and each
                Affiliate.

            


    

    


    
      	
              2.24

            	
              ERISA.
                ERISA means the Employee Retirement Income Security Act of 1974,
                as
                amended from time to time.

            


    

    


    
      
        
        

      

      
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          Insurance Group, Inc. Deferred Compensation Plan

      

       

       

    

    
      	
              2.25

            	
              Fiscal
                Year Compensation. Fiscal Year Compensation means Compensation earned
                during one or more consecutive fiscal years of a Participating Employer,
                all of which is paid after the last day of such fiscal year or
                years.

            


    

    


    
      	
              2.26

            	
              Participant.
                Participant means an Eligible Employee or Director who has received
                notification of his or her eligibility to defer Compensation under
                the
                Plan under Section 3.1 and any other person with an Account Balance
                greater than zero, regardless of whether such individual continues
                to be
                an Eligible Employee or a Director. A Participant’s continued
                participation in the Plan shall be governed by Section 3.2 of the
                Plan.

            


    

    


    
      	
              2.27

            	
              Participating
                Employer. Participating Employer means the Company and each Adopting
                Employer.

            


    

    


    
      	
              2.28

            	
              Payment
                Schedule. Payment Schedule means the date as of which payment of an
                Account under the Plan will commence and the form in which payment
                of such
                Account will be made.

            


    

    


    
      	
              2.29

            	
              Performance-Based
                Compensation. Performance-Based Compensation means Compensation where
                the amount of, or entitlement to, the Compensation is contingent
                on the
                satisfaction of pre-established organizational or individual performance
                criteria relating to a performance period of at least twelve consecutive
                months. Organizational or individual performance criteria are considered
                pre-established if established in writing by not later than ninety
                (90)
                days after the commencement of the period of service to which the
                criteria
                relate, provided that the outcome is substantially uncertain at the
                time
                the criteria are established. The determination of whether Compensation
                qualifies as “Performance-Based Compensation” will be made in accordance
                with Treas. Reg. Section 1.409A-1(e) and subsequent
                guidance.

            


    

    


    
      	
              2.30

            	
              Plan.
                Generally, the term Plan means the “FPIC Insurance Group, Inc. Deferred
                Compensation Plan” as documented herein and as may be amended from time to
                time hereafter. However, to the extent permitted or required under
                Code
                Section 409A, the term Plan may in the appropriate context also mean
                a
                portion of the Plan that is treated as a single plan under Treas.
                Reg.
                Section 1.409A-1(c), or the Plan or portion of the Plan and any other
                nonqualified deferred compensation plan or portion thereof that is
                treated
                as a single plan under such
                section.

            


    

    


    
      	
              2.31

            	
              Plan
                Year. Plan Year means January 1 through December
                31.

            


    

    


    
      	
              2.32

            	
              Retirement.
                Retirement means a Participant’s Separation from Service after attainment
                of age 62.

            


    

    


    
      	
              2.33

            	
              Separation
                from Service. An Employee incurs a Separation from Service upon
                termination of employment with the Employer.  A Director incurs
                a Separation from Service upon the expiration of all contracts with
                the
                Employer, provided the contractual 

            


    

    


    
      
        
        

      

      
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          Insurance Group, Inc. Deferred Compensation Plan

      

       

       

    

    relationship
      has in good faith been completely terminated.  If a Participant is
      both a Director and an Employee, the services provided as a Director shall
      be
      disregarded in determining whether there has been a Separation from Service
      as
      an Employee, and the services provided as an Employee shall be disregarded
      in
      determining whether there has been a Separation from Service as a Director,
      provided the portion of the Plan in which the Participant participates as a
      Director is substantially similar to arrangements covering non-Employee
      Directors.  Whether a Separation from Service has occurred shall be
      determined by the Committee in accordance with Code Section 409A.

     

    Except
      in the case of an Employee on a bona fide leave of absence as provided below,
      an
      Employee is deemed to have incurred a Separation from Service if the Employer
      and the Employee reasonably anticipated that the level of services to be
      performed by the Employee after a date certain would be reduced to 20% or less
      of the average services rendered by the Employee during the immediately
      preceding 36-month period (or the total period of employment, if less than
      36
      months), disregarding periods during which the Employee was on a bona fide
      leave
      of absence.

    


    An
      Employee who is absent from work due to military leave, sick leave, or other
      bona fide leave of absence shall incur a Separation from Service on the first
      date immediately following the later of (i) the six-month anniversary of the
      commencement of the leave or (ii) the expiration of the Employee’s right, if
      any, to reemployment under statute or contract.

    


    For
      purposes of determining whether a Separation from Service has occurred, the
      Employer means the Employer as defined in Section 2.23 of the Plan, except
      that
      for purposes of determining whether another organization is an Affiliate of
      the
      Company, common ownership of at least 50% shall be determinative.

    


    The
      Committee specifically reserves the right to determine whether a sale or other
      disposition of substantial assets to an unrelated party constitutes a Separation
      from Service with respect to a Participant providing services to the seller
      immediately prior to the transaction and providing services to the buyer after
      the transaction. Such determination shall be made in accordance with the
      requirements of Code Section 409A.

    


    
      	
              2.34

            	
              Specified
                Date Account. A Specified Date Account means an Account established
                pursuant to Section 4.3 that will be paid (or that will commence
                to be
                paid) at a future date as specified in the Participant’s Compensation
                Deferral Agreement. Unless otherwise determined by the Committee,
                a
                Participant may maintain no more than five Specified Date Accounts.
                A
                Specified Date Account may be identified in enrollment materials
                as an
                “In-Service Account” or such other name as established by the Committee
                without affecting the meaning
                thereof.

            


    

    


    
      	
              2.35

            	
              Specified
                Date Benefit. Specified Date Benefit means the benefit payable to a
                Participant under the Plan in accordance with Section
                6.1(b).

            


    

    


    
      
        
        

      

      
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          Insurance Group, Inc. Deferred Compensation Plan

      

       

       

    

    
      	
              2.36

            	
              Specified
                Employee. Specified Employee means an Employee who, as of the date of
                his Separation from Service, is a “key employee” of the Company or any
                Affiliate, any stock of which is actively traded on an established
                securities market or otherwise. An Employee is a key employee if he
                meets the requirements of Code Section 416(i)(1)(A)(i), (ii), or
                (iii)
                (applied in accordance with applicable regulations thereunder and
                without
                regard to Code Section 416(i)(5)) at any time during the 12-month
                period
                ending on the Specified Employee Identification Date. Such Employee
                shall
                be treated as a key employee for the entire 12-month period beginning
                on
                the Specified Employee Effective
                Date.

            


    

    


    For
      purposes of determining whether an Employee is a Specified Employee, the
      compensation of the Employee shall be determined in accordance with the
      definition of compensation provided under Treas. Reg. Section 1.415(c)-2(d)(3)
      (wages within the meaning of Code section 3401(a) for purposes of income tax
      withholding at the source, plus amounts excludible from gross income under
      section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without
      regard to rules that limit the remuneration included in wages based on the
      nature or location of the employment or the services performed); provided,
      however, that, with respect to a nonresident alien who is not a Participant
      in
      the Plan, compensation shall not include compensation that is not includible
      in
      the gross income of the Employee under Code Sections 872, 893, 894, 911, 931
      and
      933, provided such compensation is not effectively connected with the conduct
      of
      a trade or business within the United States.

    


    Notwithstanding
      anything in this paragraph to the contrary, (i) if a different definition of
      compensation has been designated by the Company with respect to another
      nonqualified deferred compensation plan in which a key employee participates,
      the definition of compensation shall be the definition provided in Treas. Reg.
      Section 1.409A-1(i)(2), and (ii) the Company may through action that is legally
      binding with respect to all nonqualified deferred compensation plans maintained
      by the Company, elect to use a different definition of
      compensation.

    


    In
      the event of corporate transactions described in Treas. Reg. Section
      1.409A-1(i)6), the identification of Specified Employees shall be determined
      in
      accordance with the default rules described therein, unless the Employer elects
      to utilize the available alternative methodology through designations made
      within the timeframes specified therein.

    


    
      	
              2.37

            	
              Specified
                Employee Identification Date. Specified Employee Identification Date
                means December 31, unless the Employer has elected a different date
                through action that is legally binding with respect to all nonqualified
                deferred compensation plans maintained by the
                Employer.

            


    

    


    
      	
              2.38

            	
              Specified
                Employee Effective Date. Specified Employee Effective Date means the
                first day of the fourth month following the Specified Employee
                Identification Date, or such earlier date as is selected by the
                Committee.

            


    

    


    
      
        
        

      

      
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          Insurance Group, Inc. Deferred Compensation Plan

      

       

       

    

    
      	
              2.39

            	
              Substantial
                Risk of Forfeiture. Substantial Risk of Forfeiture shall have the
                meaning specified in Treas. Reg. Section
                1.409A-1(d).

            


    

    


    
      	
              2.40

            	
              Termination
                Account. Termination Account means an Account established by the
                Committee to record the amounts payable to a Participant that have
                not
                been allocated to a Specified Date Account. Unless the Participant
                has
                established a Specified Date Account, all Deferrals and Company
                Contributions shall be allocated to a Termination Account on behalf
                of the
                Participant.

            


    

    


    
      	
              2.41

            	
              Termination
                Benefit. Termination Benefit means the benefit payable to a
                Participant under the Plan following the Participant’s Separation from
                Service for reasons other than
                death.

            


    

    


    
      	
              2.42

            	
              Unforeseeable
                Emergency. An Unforeseeable Emergency means a severe financial
                hardship to the Participant resulting from an illness or accident
                of the
                Participant, the Participant’s spouse, the Participant’s dependent (as
                defined in Code section 152, without regard to section 152(b)(1),
                (b)(2),
                and (d)(1)(B)), or a Beneficiary; loss of the Participant’s property due
                to casualty (including the need to rebuild a home following damage
                to a
                home not otherwise covered by insurance, for example,  as a
                result of a natural disaster); or other similar extraordinary and
                unforeseeable circumstances arising as a result of events beyond
                the
                control of the Participant. The types of events which may qualify
                as an
                Unforeseeable Emergency may be limited by the
                Committee.

            


    

    


    
      	
              2.43

            	
              Valuation
                Date. Valuation Date shall mean each Business
                Day.

            


    

    


    
      	
              2.44

            	
              Year
                of Service. A Year of Service shall mean each 12-month period of
                continuous service with the
                Employer.

            


    

    


    


    Article
      III

    Eligibility
      and
      Participation

     

    
      	
              3.1

            	
              Eligibility
                and Participation. An Eligible Employee or Director becomes a
                Participant upon the earlier to occur of (i) a credit of Company
                Contributions under Article V or (ii) receipt of notification of
                eligibility to participate.

            


    

    


    
      	
              3.2

            	
              Duration.
                A Participant shall be eligible to defer Compensation and receive
                allocations of Company Contributions, subject to the terms of the
                Plan,
                for as long as such Participant remains an Eligible Employee or Director.
                A Participant who is no longer an Eligible Employee or a Director
                but has
                not Separated from Service may not defer Compensation under the Plan
                but
                may otherwise exercise all of the rights of a Participant under the
                Plan
                with respect to his or her Account(s). On and after a Separation
                from
                Service, a Participant shall remain a Participant as long as his
                or her
                Account Balance is greater than zero and during such time may continue
                to
                make allocation elections as provided in


            


    

     

    
      
        
        

      

      
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                Section
                  8.4. An individual shall cease being a Participant in the Plan
                  when all
                  benefits under the Plan to which he or she is entitled have been
                  paid.

              


      

       

      
 

    

    
      Article
        IV

      Deferrals

    

    


    
      	
              4.1  

            	
              Deferral
                Elections, Generally.

            


    

    


    
      	
               

            	
               
                (a)

            	
              An
                Eligible Employee or Director shall submit a Compensation Deferral
                Agreement during the enrollment periods established by the Committee
                and
                in the manner specified by the Committee, but in any event, in accordance
                with Section 4.2. A Compensation Deferral Agreement that is not timely
                filed with respect to a service period or component of Compensation
                shall
                be considered void and shall have no effect with respect to such
                service
                period or Compensation. The Committee may modify any Compensation
                Deferral
                Agreement prior to the date the election becomes irrevocable under
                the
                rules of Section 4.2.

            


    

    


    
      	
               

            	
               
                (b)

            	
              The
                Participant shall specify on his or her Compensation Deferral Agreement
                whether to allocate Deferrals to a Termination Account or to a Specified
                Date Account. If no designation is made, all Deferrals shall be allocated
                to the Termination Account. A Participant may also specify in his
                or her
                Compensation Deferral Agreement the Payment Schedule applicable to
                his or
                her Plan Accounts. If the Payment Schedule is not specified in a
                Compensation Deferral Agreement, the Payment Schedule shall be the
                Payment
                Schedule specified in Section 6.2.

            


    

    


    4.2         Timing
      Requirements for Compensation Deferral Agreements.

    


    
      	
               

            	
               
                (a)

            	
              First
                Year of Eligibility. In the case of the first year in which an
                Eligible Employee or Director becomes eligible to participate in
                the Plan,
                he has up to 30 days following his initial eligibility to submit
                a
                Compensation Deferral Agreement with respect to Compensation to be
                earned
                during such year. The Compensation Deferral Agreement described in
                this
                paragraph becomes irrevocable upon the end of such 30-day period.
                The
                determination of whether an Eligible Employee or Director may file
                a
                Compensation Deferral Agreement under this paragraph shall be determined
                in accordance with the rules of Code Section 409A, including the
                provisions of Treas. Reg. Section
                1.409A-2(a)(7).

            


    

    


    
      	
            	
               

            	
              A
                Compensation Deferral Agreement filed under this paragraph applies
                to
                Compensation earned on and after the date the Compensation Deferral
                Agreement becomes irrevocable.

            


    

    
      
        


        
          	
                   

                	
                   
                    (b)

                	
                  Prior
                    Year Election.  Except as otherwise provided in this Section
                    4.2, Participants may defer Compensation by filing a Compensation
                    Deferral
                    Agreement no later than December 31 of the year prior to the
                    year in which
                    the Compensation to be 

                


        

         

      

      
        


        
          
            
            

          

          
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                          deferred
                            is earned. A Compensation Deferral Agreement described
                            in this paragraph
                            shall become irrevocable with respect to such Compensation
                            as of January 1
                            of the year in which such Compensation is
                            earned.

                        

                      

                    


            

          

           

        

        
          	
                   

                	
                   
                    (c)

                	
                  
                    
                      Performance-Based
                        Compensation. Participants may file a Compensation Deferral Agreement
                        with respect to Performance-Based Compensation no later than
                        the date that
                        is six months before the end of the performance period, provided
                        that:

                    

                  

                


        

         

        
          
            	 	
                    i.

                  	
                    the
                      Participant performs services continuously from the later of
                      the beginning
                      of the performance period or the date the criteria are established
                      through
                      the date the Compensation Deferral Agreement is submitted;
                      and

                  


          

        

        
          
            	 	
                    ii.

                  	
                    the
                      Compensation is not readily ascertainable as of the date the
                      Compensation
                      Deferral Agreement is filed.

                  


          

           

        

      

    

    
      
        	
                 

              	
                 
                  

              	
                
                  
                    A
                      Compensation Deferral Agreement becomes irrevocable with respect
                      to
                      Performance-Based Compensation as of the day immediately following
                      the
                      latest date for filing such election. Any election to defer
                      Performance-Based Compensation that is made in accordance with
                      this
                      paragraph and that becomes payable as a result of the Participant’s death
                      or disability (as defined in Treas. Reg. Section 1.409A-1(e))
                      or upon a
                      Change in Control, prior to the satisfaction of the performance
                      criteria,
                      will be void.

                  

                

              


      

       

    

    
      
        	
                 

              	
                 
                  (d)

              	
                
                  
                    
                      Sales
                        Commissions. Sales commissions (as defined in Treas. Reg. Section
                        1.409A-2(a)(12)(i)) are considered to be earned in the taxable
                        year of the
                        Participant in which the customer remits payment to the Employer.
                        The
                        Compensation Deferral Agreement must be filed before the
                        last day of the
                        year preceding the year in which the sales commissions are
                        earned and
                        becomes irrevocable after that
                        date.

                    

                  

                

              


      

       

      
        	
                 

              	
                 
                  (e)

              	
                
                  
                    
                      Investment
                        Commissions. Investment commissions (as defined in Treas. Reg.
                        Section 1.409A-2(a)(12(ii)) are considered to be earned in
                        the 12-month
                        period immediately preceding the date assets are valued for
                        purposes of
                        calculating the commission. Investment Commissions must be
                        deferred under
                        the timing rules set forth in this Section
                        4.2.

                    

                  

                

              


      

       

      
        	
                 

              	
                 
                  (f)

              	
                
                  
                    
                      Fiscal
                        Year Compensation. A Participant may defer Fiscal Year Compensation
                        by filing a Compensation Deferral Agreement prior to the
                        first day of the
                        fiscal year or years in which such Fiscal Year Compensation
                        is earned. The
                        Compensation Deferral Agreement described in this paragraph
                        becomes
                        irrevocable on the first day of the fiscal year or years
                        to which it
                        applies.

                    

                  

                

              


      

       

      
        	
                 

              	
                 
                  (g)

              	
                
                  
                    
                      Short-Term
                        Deferrals. Compensation that meets the definition of a “short-term
                        deferral” described in Treas. Reg. Section 1.409A-1(b)(4) may be deferred
                        in accordance with the rules of Article VII, applied as if
                        the date the
                        Substantial Risk 

                    

                  

                

              


      

       

      
        
          
          

        

        
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                          of
                            Forfeiture lapses is the date payments were originally
                            scheduled to
                            commence, provided, however, that the provisions of Section
                            7.3 shall not
                            apply to payments attributable to a Change in
                            Control.

                        

                      

                    

                  


          

           

        

      

      
        	
                 

              	
                 
                  (h)

              	
                
                  
                    
                      Certain
                        Forfeitable Rights. With respect to a legally binding right to a
                        payment in a subsequent year that is subject to a forfeiture
                        condition
                        requiring the Participant’s continued services for a period of at least
                        twelve months from the date the Participant obtains the legally
                        binding
                        right, an election to defer such Compensation may be made
                        on or before the
                        30th day after the Participant obtains the legally binding
                        right to the
                        Compensation, provided that the election is made at least
                        twelve months in
                        advance of the earliest date at which the forfeiture condition
                        could
                        lapse. The Compensation Deferral Agreement described in this
                        paragraph
                        becomes irrevocable after such 30th day. If the forfeiture
                        condition
                        applicable to the payment lapses before the end of the required
                        service
                        period as a result of the Participant’s death or disability (as defined in
                        Treas. Reg. Section 1.409A-3(i)(4)), or upon a Change in
                        Control, the
                        Compensation Deferral Agreement will be void unless it would
                        be considered
                        timely under another rule described in this
                        Section.

                    

                  

                

              


      

      
         

        
          	
                   

                	
                   
                    (i)

                	
                  
                    
                      
                        Company
                          Awards. Participating Employers may unilaterally provide
                          for
                          deferrals of Company awards prior to the date of such awards.
                          Deferrals of
                          Company awards (such as sign-on, retention, or severance
                          pay) may be
                          negotiated with a Participant prior to the date the Participant
                          has a
                          legally binding right to such
                          Compensation.

                      

                    

                  

                


        

        
           

          
            	
                     

                  	
                     
                      (j)

                  	
                    
                      
                        
                          “Evergreen”
                            Deferral Elections. The Committee, in its discretion, may provide in
                            the Compensation Deferral Agreement that such Compensation
                            Deferral
                            Agreement will continue in effect for each subsequent
                            year or performance
                            period. Such “evergreen” Compensation Deferral Agreements will become
                            effective with respect to an item of Compensation on
                            the date such
                            election becomes irrevocable under this Section 4.2.
                            An evergreen
                            Compensation Deferral Agreement may be terminated or
                            modified
                            prospectively with respect to Compensation for which
                            such election remains
                            revocable under this Section 4.2. A Participant whose
                            Compensation
                            Deferral Agreement is cancelled in accordance with Section
                            4.6 will be
                            required to file a new Compensation Deferral Agreement
                            under this Article
                            IV in order to recommence Deferrals under the
                            Plan.

                        

                      

                    

                  


          

          
            
               

              
                	
                        4.3

                      	
                        Allocation
                          of Deferrals. A Compensation Deferral Agreement may allocate Deferrals
                          to one or more Specified Date Accounts and/or to the Termination
                          Account.
                          The Committee may, in its discretion, establish a minimum
                          deferral period
                          for Specified Date Accounts (for example, the third Plan
                          Year following
                          the year Compensation subject to the Compensation Deferral
                          Agreement is
                          earned).

                      


              

               

            

            
              
                
                

              

              
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              4.4

            	
              Deductions
                from Pay. The Committee has the authority to determine the payroll
                practices under which any component of Compensation subject to a
                Compensation Deferral Agreement will be deducted from a Participant’s
                Compensation.

            


    

    


    
      	
              4.5

            	
              Vesting.
                Participant Deferrals shall be 100% vested at all
                times.

            


    

    


    
      	
              4.6

            	
              Cancellation
                of Deferrals. The Committee may cancel a Participant’s Deferrals (i)
                for the balance of the Plan Year in which an Unforeseeable Emergency
                occurs, (ii) if the Participant receives a hardship distribution
                under the
                Employer’s qualified 401(k) plan, through the end of the Plan Year in
                which the six-month anniversary of the hardship distribution falls,
                and
                (iii) during periods in which the Participant is unable to perform
                the
                duties of his or her position or any substantially similar position
                due to
                a mental or physical impairment that can be expected to result in
                death or
                last for a continuous period of at least six months, provided cancellation
                occurs by the later of the end of the taxable year of the Participant
                or
                the 15th
                day of the third month following the date the Participant incurs
                the
                disability (as defined in this paragraph
                (iii)).

            


    

    


    


    Article
      V

    Company
      Contributions

     

    
      	
              5.1

            	
              Discretionary
                Company Contributions. The Participating Employer may, from time to
                time in its sole and absolute discretion, credit Company Contributions
                to
                any Participant in any amount determined by the Participating Employer.
                Such contributions will be credited to a Participant’s Termination
                Account.

            


    

    


    
      	
              5.2

            	
              Vesting.
                Company Contributions described in Section 5.1, above, and the Earnings
                thereon, shall vest in accordance with the vesting schedule(s) established
                by the Committee at the time that the Company Contribution is made.
                All
                Company Contributions shall become 100% vested upon the occurrence
                of the
                earliest of: (i) the death of the Participant while actively employed;
                (ii) the Retirement of the Participant; (iii) the Participant’s Separation
                from Service within twenty-four (24) months after a Change in Control;
                or
                (iv) the termination of the Plan following a Change in
                Control.  The Participating Employer may, at any time, in its
                sole discretion, increase a Participant’s vested interest in a Company
                Contribution. The portion of a Participant’s Accounts that remains
                unvested upon his or her Separation from Service after the application
                of
                the terms of this Section 5.2 shall be
                forfeited.

            


    

    


    
      
        
        

      

      
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    Article
      VI

    Benefits

     

    
      	
              6.1

            	
              Benefits,
                Generally. A Participant shall be entitled to the following benefits
                under the Plan:

            


    

    


    
      	
              (a)  

            	
              Termination
                Benefit. Upon the Participant’s Separation from Service, he or she
                shall be entitled to a Termination Benefit. The Termination Benefit
                shall
                be equal to the vested portion of the Termination Account and (i)
                if the
                Termination Account is payable in a lump sum, the unpaid balances
                of any
                Specified Date Accounts, or (ii) if the Termination Account is payable
                in
                installments, the vested portion of any Specified Date Accounts with
                respect to which payments have not yet commenced. Payment of the
                Termination Benefit will be made or begin on the earlier of the January
                or
                July that is at least seven (7) months after the month in which Separation
                from Service occurs, based on the value of that Account as of the
                end of
                the month prior to the month of payment. If the Termination Benefit
                is to
                be paid in the form of installments, any subsequent installment payments
                will be paid on the anniversary of the date the initial installment
                was
                made.

            


    

    


    
      	
              (b)  

            	
              Specified
                Date Benefit. If the Participant has established one or more
                Specified Date Accounts, he or she shall be entitled to a Specified
                Date
                Benefit with respect to each such Specified Date Account. The Specified
                Date Benefit shall be equal to the vested portion of the Specified
                Date
                Account, based on the value of that Account as of the end of the
                month
                designated by the Participant at the time the Account was established.
                Payment of the Specified Date Benefit will be made or begin on the
                first
                day of the month following the designated
                month.

            


    

    


    
      	
              (c)  

            	
              Death
                Benefit. In the event of the Participant’s death, his or her
                designated Beneficiary(ies) shall be entitled to a Death Benefit.
                The
                Death Benefit shall be equal to the vested portion of the Termination
                Account and the vested portion of any unpaid balances in any Specified
                Date Accounts. The Death Benefit shall be based on the value of the
                Accounts as of the end of the month in which death occurred, with
                payment
                made on the first day of the second month following the receipt by
                the
                Committee of notice of the Participant’s
                death.

            


    

    


    
      	
              (d)  

            	
              Unforeseeable
                Emergency Payments. A Participant who experiences an Unforeseeable
                Emergency may submit a written request to the Committee to receive
                payment
                of all or any portion of his or her vested Accounts. Whether a Participant
                or Beneficiary is faced with an Unforeseeable Emergency permitting
                an
                emergency payment shall be determined by the Committee based on the
                relevant facts and circumstances of each case, but, in any case,
                a
                distribution on account of Unforeseeable Emergency may not be made
                to the
                extent that such emergency is or may be reimbursed through insurance
                or
                otherwise, by liquidation of the Participant’s assets, to the extent the
                liquidation of such assets would not cause severe financial hardship,
                or
                by cessation of Deferrals under this


            


    

    


    
      
        
        

      

      
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                  Plan.
                    If an emergency payment is approved by the Committee, the amount
                    of the
                    payment shall not exceed the amount reasonably necessary to satisfy
                    the
                    need, taking into account the additional compensation that is
                    available to
                    the Participant as the result of cancellation of deferrals to
                    the Plan,
                    including amounts necessary to pay any taxes or penalties that
                    the
                    Participant reasonably anticipates will result from the payment.
                    The
                    amount of the emergency payment shall be subtracted first from
                    the vested
                    portion of the Participant's Termination Account until depleted
                    and then
                    from the vested Specified Date Accounts, beginning with the Specified
                    Date
                    Account with the latest payment commencement date. Emergency
                    payments
                    shall be paid in a single lump sum within the 90-day period following
                    the
                    date the payment is approved by the
                    Committee.

                


        

         

      

    

    
      	
              6.2

            	
              Form
                of Payment.

            


    

    


    
      	
              (a)  

            	
              Termination
                Benefit. A Participant who is entitled to receive a Termination
                Benefit shall receive payment of such benefit in a single lump sum,
                unless
                the Participant elects on his or her initial Compensation Deferral
                Agreement, or pursuant to Article VII, to have such benefit paid
                in one of
                the following alternative forms of payment (i) substantially equal
                annual
                installments over a period of two to ten years, as elected by the
                Participant; or (ii) a lump sum payment of a percentage of the balance
                in
                the Termination Account, with the balance paid in substantially equal
                annual installments over a period of two to ten years, as elected
                by the
                Participant.

            


    

    


    
      	
              (b)  

            	
              Specified
                Date Benefit. The Specified Date Benefit shall be paid in a single
                lump sum, unless the Participant elects on the Compensation Deferral
                Agreement with which the account was established, or pursuant to
                Article
                VII, to have the Specified Date Account paid in substantially equal
                annual
                installments over a period of two to five years, as elected by the
                Participant.

               

              Notwithstanding
                any election of a form of payment by the
                Participant, upon a Separation from Service the unpaid balance of
                a
                Specified Date Account with respect to which payments have not commenced
                shall be paid in accordance with the form of payment applicable to
                the
                Termination or Death Benefit, as applicable. If such benefit is payable
                in
                a single lump sum, the unpaid balance of all Specified Date Accounts
                (including those in pay status) will be paid in a lump
                sum.

            


    

     

    
      	
              (c)  

            	
              Death
                Benefit. A designated Beneficiary who is entitled to receive a Death
                Benefit shall receive payment of such benefit in a single lump
                sum.

            


    

    


    
      	
              (d)
                  

            	
              Change
                in Control. A Participant will receive a single lump sum payment
                equal to the unpaid balance of all of his or her Accounts upon a
                Separation from Service within 24 months following a Change in Control.
                In
                addition to the foregoing, upon a Change in Control, a Participant
                who has
                incurred a Separation from 

            


    

    


    
      
        
        

      

      
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                  Service
                    prior to the Change in Control, and any Beneficiary of such Participant
                    who is receiving or is scheduled to receive payments, will receive
                    the
                    balance of all unpaid Accounts in a single lump sum.  Accounts
                    will be valued as of the last day of the month following the
                    Change in
                    Control and will be paid within 90 days of said Change in
                    Control.

                


        

         

      

    

    
      	
              (e)  

            	
              Small
                Account Balances. The Committee shall pay the value of the
                Participant’s Accounts upon a Separation from Service in a single lump sum
                if the balance of such Accounts is not greater than $25,000, provided
                the
                payment represents the complete liquidation of the Participant’s interest
                in the Plan.

            


    

    


    
      	
              (f)  

            	
              Rules
                Applicable to Installment Payments. If a Payment Schedule specifies
                installment payments, annual payments will be made beginning as of
                the
                payment commencement date for such installments and shall continue
                on each
                anniversary thereof until the number of installment payments specified
                in
                the Payment Schedule has been paid. The amount of each installment
                payment
                shall be determined by dividing (a) by (b), where (a) equals the
                Account
                Balance as of the Valuation Date and (b) equals the remaining number
                of
                installment payments.

               

              For
                purposes of Article VII, installment payments will be
                treated as a single form of payment. If a lump sum equal to less
                than 100%
                of the Termination Account is paid, the payment commencement date
                for the
                installment form of payment will be the first anniversary of the
                payment
                of the lump sum.

            


    

    
      


      
        	
                
                  6.3

                

              	
                
                  Acceleration
                    of or Delay in Payments. The Committee, in its sole and absolute
                    discretion, may elect to accelerate the time or form of payment
                    of a
                    benefit owed to the Participant hereunder, provided such acceleration
                    is
                    permitted under Treas. Reg. Section 1.409A-3(j)(4). The Committee
                    may
                    also, in its sole and absolute discretion, delay the time for
                    payment of a
                    benefit owed to the Participant hereunder, to the extent permitted
                    under
                    Treas. Reg. Section 1.409A-2(b)(7). If the Plan receives a domestic
                    relations order (within the meaning of Code Section 414(p)(1)(B))
                    directing that all or a portion of a Participant’s Accounts be paid to an
                    “alternate payee,” any amounts to be paid to the alternate payee(s) shall
                    be paid in a single lump sum.

                

              


      

       

    

    


    Article
      VII

    Modifications
      to Payment
      Schedules

     

    
      	
              7.1

            	
              Participant’s
                Right to Modify.  A Participant may modify any or all of the
                alternative Payment Schedules with respect to an Account, consistent
                with
                the permissible Payment Schedules available under the Plan, provided
                such
                modification complies with the requirements of this Article
                VII.  Notwithstanding the foregoing, prior to January 1, 2009,
                the Committee may permit a Participant to modify any or all of the
                alternative Payment Schedules with respect to an Account, consistent
                with
                the permissible Payment Schedules available under the Plan, and without
                regard to Sections 7.2, 7.3 and 7.4


            


    

    


    
      
        
        

      

      
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                	hereof, provided such modification complies with the requirements
                  of
                  IRS Notice 2007-86.


        

         

      

    

    
      	
              7.2

            	
              Time
                of Election. The date on which a modification election is submitted to
                the Committee must be at least twelve months prior to the date on
                which
                payment is scheduled to commence under the Payment Schedule in effect
                prior to the modification.

            


    

    


    
      	
              7.3

            	
              Date
                of Payment under Modified Payment Schedule. Except with respect to
                modifications that relate to the payment of a Death Benefit, the
                date
                payments are to commence under the modified Payment Schedule must
                be no
                earlier than five years after the date payment would have commenced
                under
                the original Payment Schedule. Under no circumstances may a modification
                election result in an acceleration of payments in violation of Code
                Section 409A.

            


    

    


    
      	
              7.4

            	
              Effective
                Date. A modification election submitted in accordance with this
                Article VII is irrevocable upon receipt by the Committee and becomes
                effective 12 months after such
                date.

            


    

    


    
      	
              7.5

            	
              Effect
                on Accounts. An election to modify a Payment Schedule is specific to
                the Account or payment event to which it applies, and shall not be
                construed to affect the Payment Schedules of any other
                Accounts.

            


    

    


    


    Article
      VIII

    Valuation
      of Account Balances;
      Investments

     

    
      	
              8.1

            	
              Valuation.
                Deferrals shall be credited to appropriate Accounts on the date such
                Compensation would have been paid to the Participant absent the
                Compensation Deferral Agreement. Company Contributions shall be credited
                to the Termination Account at the times determined by the Committee.
                Valuation of Accounts shall be performed under procedures approved
                by the
                Committee.

            


    

    


    
      	
              8.2

            	
              Earnings
                Credit. Each Account will be credited with Earnings on each Business
                Day, based upon the Participant’s investment allocation among a menu of
                investment options selected in advance by the Committee, in accordance
                with the provisions of this Article VIII (“investment
                allocation”).

            


    

    


    
      	
              8.3

            	
              Investment
                Options. Investment options will be determined by the Committee. The
                Committee, in its sole discretion, shall be permitted to add or remove
                investment options from the Plan menu from time to time, provided
                that any
                such additions or removals of investment options shall not be effective
                with respect to any period prior to the effective date of such
                change.

            


    

    


    
      	
              8.4

            	
              Investment
                Allocations. A Participant’s investment allocation constitutes a
                deemed, not actual, investment among the investment options comprising
                the
                investment menu. At no 

            


    

    


    
      
        
        

      

      
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                  time
                    shall a Participant have any real or beneficial ownership in
                    any
                    investment option included in the investment menu, nor shall
                    the
                    Participating Employer or any trustee acting on its behalf have
                    any
                    obligation to purchase actual securities as a result of a Participant’s
                    investment allocation. A Participant’s investment allocation shall be used
                    solely for purposes of adjusting the value of a Participant’s Account
                    Balances.

                


        

         

      

    

    A
      Participant shall specify an investment allocation for each of his Accounts
      in
      accordance with procedures established by the Committee.  Allocation
      among the investment options must be designated in increments of 1%. The
      Participant’s investment allocation will become effective on the same Business
      Day or, in the case of investment allocations received after a time specified
      by
      the Committee, the next Business Day.

    


    A
      Participant may change an investment allocation on any Business Day, both with
      respect to future credits to the Plan and with respect to existing Account
      Balances, in accordance with procedures adopted by the Committee. Changes shall
      become effective on the same Business Day or, in the case of investment
      allocations received after a time specified by the Committee, the next Business
      Day, and shall be applied prospectively.

    


    
      	
              8.5

            	
              Unallocated
                Deferrals and Accounts. If the Participant fails to make an investment
                allocation with respect to an Account, such Account shall be invested
                in
                an investment option, the primary objective of which is the preservation
                of capital, as determined by the
                Committee.

            


    

    


    


    Article
      IX

    Administration

     

    
      	
              9.1

            	
              Plan
                Administration. This Plan shall be administered by the Committee which
                shall have discretionary authority to make, amend, interpret and
                enforce
                all appropriate rules and regulations for the administration of this
                Plan
                and to utilize its discretion to decide or resolve any and all questions,
                including but not limited to eligibility for benefits and interpretations
                of this Plan and its terms, as may arise in connection with the Plan.
                Claims for benefits shall be filed with the Committee and resolved
                in
                accordance with the claims procedures in Article
                XII.

            


    

    


    
      	
              9.2

            	
              Administration
                Upon Change in Control. Upon a Change in Control, the Committee, as
                constituted immediately prior to such Change in Control, shall continue
                to
                act as the Committee. The individual who was the Chief Executive
                Officer
                of the Company (or if such person is unable or unwilling to act,
                the next
                highest ranking officer) prior to the Change in Control shall have
                the
                authority (but shall not be obligated) to appoint an independent
                third
                party to act as the Committee.

            


    

    


    Upon
      such Change in Control, the Company may not remove the Committee, unless 2/3rds
      of the members of the Board of Directors of the Company and a majority of
      Participants and Beneficiaries with Account Balances consent to the removal
      and



    
      
        
        

      

      
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                	replacement Committee. Notwithstanding the foregoing, neither
                  the
                  Committee nor the officer described above shall have authority
                  to direct
                  investment of trust assets under any rabbi trust described in Section
                  11.2.


        

         

      

    

    The
      Participating Employer shall, with respect to the Committee identified under
      this Section, (i) pay all reasonable expenses and fees of the Committee, (ii)
      indemnify the Committee (including individuals serving as Committee) against
      any
      costs, expenses and liabilities including, without limitation, attorneys’ fees
      and expenses arising in connection with the performance of the Committee
      hereunder, except with respect to matters resulting from the Committee’s gross
      negligence or willful misconduct and (iii) supply full and timely information
      to
      the Committee on all matters related to the Plan, any rabbi trust, Participants,
      Beneficiaries and Accounts as the Committee may reasonably require.

    


    
      	
              9.3

            	
              Withholding.
                The Participating Employer shall have the right to withhold from
                any
                payment due under the Plan (or with respect to any amounts credited
                to the
                Plan) any taxes required by law to be withheld in respect of such
                payment
                (or credit). Withholdings with respect to amounts credited to the
                Plan
                shall be deducted from Compensation that has not been deferred to
                the
                Plan.

            


    

    


    
      	
              9.4

            	
              Indemnification.
                The Participating Employers shall indemnify and hold harmless each
                employee, officer, director, agent or organization, to whom or to
                which
                are delegated duties, responsibilities, and authority under the Plan
                or
                otherwise with respect to administration of the Plan, including,
                without
                limitation, the Committee and its agents, against all claims, liabilities,
                fines and penalties, and all expenses reasonably incurred by or imposed
                upon him or it (including but not limited to reasonable attorney
                fees)
                which arise as a result of his or its actions or failure to act in
                connection with the operation and administration of the Plan to the
                extent
                lawfully allowable and to the extent that such claim, liability,
                fine,
                penalty, or expense is not paid for by liability insurance purchased
                or
                paid for by the Participating Employer. Notwithstanding the foregoing,
                the
                Participating Employer shall not indemnify any person or organization
                if
                his or its actions or failure to act are due to gross negligence
                or
                willful misconduct or for any such amount incurred through any settlement
                or compromise of any action unless the Participating Employer consents
                in
                writing to such settlement or
                compromise.

            


    

    


    
      	
              9.5

            	
              Delegation
                of Authority. 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, and may from time to time consult with legal
                counsel who shall be legal counsel to the
                Company.

            


    

    


    
      	
              9.6

            	
              Binding
                Decisions or Actions. The decision or action of the Committee in
                respect of any question arising out of or in connection with the
                administration, interpretation and application of the Plan and the
                rules
                and regulations thereunder shall be final and conclusive and binding
                upon
                all persons having any interest in the
                Plan.

            


    

    


    


    
      
        
        

      

      
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    Article
      X

    Amendment
      and
      Termination

     

    
      	
              10.1

            	
              Amendment
                and Termination. The Company may at any time and from time to time
                amend the Plan or may terminate the Plan as provided in this Article
                X.
                Each Participating Employer may also terminate its participation
                in the
                Plan.

            


    

    


    
      	
              10.2

            	
              Amendments.
                The Company, by action taken by its Board of Directors, may amend
                the Plan
                at any time and for any reason, provided that any such amendment
                shall not
                reduce the vested Account Balances of any Participant accrued as
                of the
                date of any such amendment or restatement (as if the Participant
                had
                incurred a voluntary Separation from Service on such date) or reduce
                any
                rights of a Participant under the Plan or other Plan features with
                respect
                to Deferrals made prior to the date of any such amendment or restatement
                without the consent of the Participant. The Board of Directors of
                the
                Company may delegate to the Committee the authority to amend the
                Plan
                without the consent of the Board of Directors for the purpose of
                (i)
                conforming the Plan to the requirements of law, (ii) facilitating
                the
                administration of the Plan, (iii) clarifying provisions based on
                the
                Committee’s interpretation of the document and (iv) making such other
                amendments as the Board of Directors may
                authorize.  Notwithstanding the foregoing, the Plan may not be
                amended after a Change in Control, except to the extent necessary
                to
                comply with the requirements of law and then only if such amendment
                does
                not reduce the Account Balances (whether vested or unvested) or rights
                of
                any Participant or Beneficiary.

            


    

    


    
      	
              10.3

            	
              Termination.
                The Company, by action taken by its Board of Directors, may terminate
                the
                Plan and pay Participants and Beneficiaries their Account Balances
                in a
                single lump sum at any time, to the extent and in accordance with
                Treas.
                Reg. Section 1.409A-3(j)(4)(ix). If a Participating Employer terminates
                its participation in the Plan, the benefits of affected Employees
                shall be
                paid at the time provided in Article
                VI.

            


    

    


    
      	
              10.4

            	
              Accounts
                Taxable Under Code Section 409A. The Plan is intended to constitute a
                plan of deferred compensation that meets the requirements for deferral
                of
                income taxation under Code Section 409A. The Committee, pursuant
                to its
                authority to interpret the Plan, may sever from the Plan or any
                Compensation Deferral Agreement any provision or exercise of a right
                that
                otherwise would result in a violation of Code Section
                409A.

            


    

    


    


    Article
      XI

    Informal
      Funding

     

    
      	
              11.1

            	
              General
                Assets. Obligations established under the terms of the Plan may be
                satisfied from the general funds of the Participating Employers,
                or a
                trust described in this Article XI. No Participant, spouse or Beneficiary
                shall have any right, title or interest whatever in assets of the
                Participating Employers. Nothing contained in this Plan, and no action
                taken pursuant to its provisions, shall create or be construed to
                create a
                trust of any kind, or a fiduciary relationship, between the Participating
                Employers and any Employee, spouse,


            


    

    


    
      
        
        

      

      
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                	or Beneficiary. To the extent that any person acquires a right
                  to
                  receive payments hereunder, such rights are no greater than the
                  right of
                  an unsecured general creditor of the Participating
                  Employer.


        

         

      

    

    
      	
              11.2

            	
              Rabbi
                Trust. A Participating Employer may, in its sole discretion, establish
                a grantor trust, commonly known as a rabbi trust, as a vehicle for
                accumulating assets to pay benefits under the Plan. Payments under
                the
                Plan may be paid from the general assets of the Participating Employer
                or
                from the assets of any such rabbi trust. Payment from any such source
                shall reduce the obligation owed to the Participant or Beneficiary
                under
                the Plan.

            


    

    


    
      	
              11.3

            	
              Participating
                Employer Contribution. Each Participating Employer shall
                promptly forward all Deferrals to the Company and shall provide to
                the
                Company, upon request, its allocable share of any Company Contribution
                for
                any Participant.

            


    

    


    


    


    Article
      XII

    Claims

     

    
      	
              12.1

            	
              Filing
                a Claim. Any controversy or claim arising out of or relating to the
                Plan shall be filed in writing with the Committee which shall make
                all
                determinations concerning such claim. Any claim filed with the Committee
                and any decision by the Committee denying such claim shall be in
                writing
                and shall be delivered to the Participant or Beneficiary filing the
                claim
                (the “Claimant”).

            


    

    


    
      	
              a.  

            	
              In
                General. Notice of a denial of benefits will be provided within
                ninety (90) days of the Committee’s receipt of the Claimant's claim for
                benefits. If the Committee determines that it needs additional time
                to
                review the claim, the Committee will provide the Claimant with a
                notice of
                the extension before the end of the initial ninety (90) day period.
                The
                extension will not be more than ninety (90) days from the end of
                the
                initial ninety (90) day period and the notice of extension will explain
                the special circumstances that require the extension and the date
                by which
                the Committee expects to make a
                decision.

            


    

    


    
      	
              b.  

            	
              Contents
                of Notice. If a claim for benefits is completely or partially denied,
                notice of such denial shall be in writing and shall set forth the
                reasons
                for denial in plain language. The notice shall (i) cite the pertinent
                provisions of the Plan document and (ii) explain, where appropriate,
                how
                the Claimant can perfect the claim, including a description of any
                additional material or information necessary to complete the claim
                and why
                such material or information is necessary. The claim denial also
                shall
                include an explanation of the claims review procedures and the time
                limits
                applicable to such procedures, including a statement of the Claimant’s
                right to bring a civil action under Section 502(a) of ERISA following
                an
                adverse decision on review.

            


    

    


    
      
        
        

      

      
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              12.2

            	
              Appeal
                of Denied Claims. A Claimant whose claim has been completely or
                partially denied shall be entitled to appeal the claim denial by
                filing a
                written appeal with a committee designated to hear such appeals (the
                “Appeals Committee”). A Claimant who timely requests a review of the
                denied claim (or his or her authorized representative) may review,
                upon
                request and free of charge, copies of all documents, records and
                other
                information relevant to the denial and may submit written comments,
                documents, records and other information relevant to the claim to
                the
                Appeals Committee. All written comments, documents, records, and
                other
                information shall be considered “relevant” if the information (i) was
                relied upon in making a benefits determination,(ii) was submitted,
                considered or generated in the course of making a benefits decision
                regardless of whether it was relied upon to make the decision, or
                (iii)
                demonstrates compliance with administrative processes and safeguards
                established for making benefit decisions. The Appeals Committee may,
                in
                its sole discretion and if it deems appropriate or necessary, decide
                to
                hold a hearing with respect to the claim
                appeal.

            


    

    


    
      	
                    
                (a)  

            	
              In
                General. Appeal of a denied benefits claim must be filed in writing
                with the Appeals Committee no later than sixty (60) days after receipt
                of
                the written notification of such claim denial. The Appeals Committee
                shall
                make its decision regarding the merits of the denied claim within
                sixty
                (60) days following receipt of the appeal (or within one hundred
                and
                twenty (120) days after such receipt, in a case where there are special
                circumstances requiring extension of time for reviewing the appealed
                claim). If an extension of time for reviewing the appeal is required
                because of special circumstances, written notice of the extension
                shall be
                furnished to the Claimant prior to the commencement of the extension.
                The
                notice will indicate the special circumstances requiring the extension
                of
                time and the date by which the Appeals Committee expects to render
                the
                determination on review. The review will take into account 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.

            


    

    


    
      	
                    
                (b)  

            	
              Contents
                of Notice. If a benefits claim is completely or partially denied on
                review, notice of such denial shall be in writing and shall set forth
                the
                reasons for denial in plain
                language.

            


    

    


    The
      decision on review shall set forth (i) the specific reason or reasons for the
      denial, (ii) specific references to the pertinent Plan provisions on which
      the
      denial is 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, or other information relevant (as defined above) to the
      Claimant’s claim, and (iv) a statement describing any voluntary appeal
      procedures offered by the plan and a statement of the Claimant’s right to bring
      an action under Section 502(a) of ERISA.

    


    
      
        
        

      

      
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              12.3

            	
              Claims
                Appeals Upon Change in Control. Upon a Change in Control, the Appeals
                Committee, as constituted immediately prior to such Change in Control,
                shall continue to act as the Appeals Committee. Upon such Change
                in
                Control, the Company may not remove any member of the Appeals Committee,
                but may replace resigning members if 2/3rds of the members of the
                Board of
                Directors of the Company and a majority of Participants and Beneficiaries
                with Account Balances consent to the
                replacement.

            


    

    


    The
      Appeals Committee shall have the exclusive authority at the appeals stage to
      interpret the terms of the Plan and resolve appeals under the Claims
      Procedure.

    


    Each
      Participating Employer shall, with respect to the Committee identified under
      this Section, (i) pay its proportionate share of all reasonable expenses and
      fees of the Appeals Committee, (ii) indemnify the Appeals Committee (including
      individual committee members) against any costs, expenses and liabilities
      including, without limitation, attorneys’ fees and expenses arising in
      connection with the performance of the Appeals Committee hereunder, except
      with
      respect to matters resulting from the Appeals Committee’s gross negligence or
      willful misconduct and (iii) supply full and timely information to the Appeals
      Committee on all matters related to the Plan, any rabbi trust, Participants,
      Beneficiaries and Accounts as the Appeals Committee may reasonably
      require.

    


    
      	
              12.4

            	
              Legal
                Action. A Claimant may not bring any legal action, including
                commencement of any arbitration, relating to a claim for benefits
                under
                the Plan unless and until the Claimant has followed the claims procedures
                under the Plan and exhausted his or her administrative remedies under
                such
                claims procedures.

            


    

    


    If
      a Participant or Beneficiary prevails in a legal proceeding brought under the
      Plan to enforce the rights of such Participant or any other similarly situated
      Participant or Beneficiary, in whole or in part, the Participating Employer
      shall reimburse such Participant or Beneficiary for all legal costs, expenses,
      attorneys’ fees and such other liabilities incurred as a result of such
      proceedings. If the legal proceeding is brought in connection with a Change
      in
      Control, or a “change in control” as defined in a rabbi trust described in
      Section 11.2, the Participant or Beneficiary may file a claim directly with
      the
      trustee for reimbursement of such costs, expenses and fees. For purposes of
      the
      preceding sentence, the amount of the claim shall be treated as if it were
      an
      addition to the Participant’s or Beneficiary’s Account Balance and will be
      included in determining the Participating Employer’s trust funding obligation
      under Section 11.2.

    


    
      	
              12.5

            	
              Discretion
                of Appeals Committee. All interpretations, determinations and
                decisions of the Appeals Committee with respect to any claim shall
                be made
                in its sole discretion, and shall be final and
                conclusive.

            


    

    


    


    
      
        
        

      

      
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              12.6

            	
              Arbitration.

            


    

    


    
      	
                    
                (a)  

            	
              Prior
                to Change in Control. If, prior to a Change in Control, any claim or
                controversy between a Participating Employer and a Participant or
                Beneficiary is not resolved through the claims procedure set forth
                in
                Article XII, such claim shall be submitted to and resolved exclusively
                by
                expedited binding arbitration by a single
                arbitrator.  Arbitration shall be conducted in accordance with
                the following procedures:

            


    

    


    The
      complaining party shall promptly send written notice to the other party
      identifying the matter in dispute and the proposed remedy. Following the giving
      of such notice, the parties shall meet and attempt in good faith to resolve
      the
      matter. In the event the parties are unable to resolve the matter within twenty
      one (21) days, the parties shall meet and attempt in good faith to select a
      single arbitrator acceptable to both parties. If a single arbitrator is not
      selected by mutual consent within ten (10) Business Days following the giving
      of
      the written notice of dispute, an arbitrator shall be selected from a list
      of
      nine persons each of whom shall be an attorney who is either engaged in the
      active practice of law or recognized arbitrator and who, in either event, is
      experienced in serving as an arbitrator in disputes between employers and
      employees, which list shall be provided by the main office of either JAMS,
      the
      American Arbitration Associate (“AAA”) or the Federal Mediation and Conciliation
      Service. If, within three Business Days of the parties’ receipt of such list,
      the parties are unable to agree on an arbitrator from the list, then the parties
      shall each strike names alternatively from the list, with the first to strike
      being determined by the flip of a coin. After each party has had four strikes,
      the remaining name on the list shall be the arbitrator. If such person is unable
      to serve for any reason, the parties shall repeat this process until an
      arbitrator is selected.

    


    Unless
      the parties agree otherwise, within sixty (60) days of the selection of the
      arbitrator, a hearing shall be conducted before such arbitrator at a time and
      a
      place agreed upon by the parties. In the event the parties are unable to agree
      upon the time or place of the arbitration, the time and place shall be
      designated by the arbitrator after consultation with the parties. Within thirty
      (30) days of the conclusion of the arbitration hearing, the arbitrator shall
      issue an award, accompanied by a written decision explaining the basis for
      the
      arbitrator’s award.

    


    In
      any arbitration hereunder, the Participating Employer shall pay all
      administrative fees of the arbitration and all fees of the arbitrator, except
      that the Participant or Beneficiary may, if he/she/it wishes, pay up to one-half
      of those amounts. Each party shall pay its own attorneys’ fees, costs, and
      expenses, unless the arbitrator orders otherwise. The prevailing party in such
      arbitration, as determined by the arbitrator, and in any enforcement or other
      court proceedings, shall be entitled, to the extent permitted by law, to
      reimbursement from the other party for all of the prevailing party’s costs
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      arbitrator’s
        compensation), expenses, and attorneys’ fees. The arbitrator shall have no
        authority to add to or to modify this Plan, shall apply all applicable law,
        and
        shall have no lesser and no greater remedial authority than would a court
        of law
        resolving the same claim or controversy. The arbitrator shall have no authority
        to add to or to modify this Plan, shall apply all applicable law, and shall
        have
        no lesser and no greater remedial authority than would a court of law resolving
        the same claim or controversy. The arbitrator shall, upon an appropriate
        motion,
        dismiss any claim without an evidentiary hearing if the party bringing the
        motion establishes that it would be entitled to summary judgment if the matter
        had been pursued in court litigation.

       

    

    The
      parties shall be entitled to discovery as follows: Each party may take no more
      than three depositions. The Participating Employer may depose the Participant
      or
      Beneficiary plus two other witnesses, and the Participant or Beneficiary may
      depose the Participating Employer, pursuant to Rule 30(b)(6) of the Federal
      Rules of Civil Procedure, plus two other witnesses. Each party may make such
      reasonable document discovery requests as are allowed in the discretion of
      the
      arbitrator.

    


    The
      decision of the arbitrator shall be final, binding, and non-appealable, and
      may
      be enforced as a final judgment in any court of competent
      jurisdiction.

    


    This
      arbitration provision of the Plan shall extend to claims against any parent,
      subsidiary, or affiliate of each party, and, when acting within such capacity,
      any officer, director, shareholder, Participant, Beneficiary, or agent of any
      party, or of any of the above, and shall apply as well to claims arising out
      of
      state and federal statutes and local ordinances as well as to claims arising
      under the common law or under this Plan.

    


    Notwithstanding
      the foregoing, and unless otherwise agreed between the parties, either party
      may
      apply to a court for provisional relief, including a temporary restraining
      order
      or preliminary injunction, on the ground that the arbitration award to which
      the
      applicant may be entitled may be rendered ineffectual without provisional
      relief.

    


    Any
      arbitration hereunder shall be conducted in accordance with the Federal
      Arbitration Act: provided, however, that, in the event of any inconsistency
      between the rules and procedures of the Act and the terms of this Plan, the
      terms of this Plan shall prevail.

    


    If
      any of the provisions of this Section 12.6(a) are determined to be unlawful
      or
      otherwise unenforceable, in the whole part, such determination shall not affect
      the validity of the remainder of this section and this section shall be reformed
      to the extent necessary to carry out its provisions to the greatest extent
      possible and to insure that the resolution of all conflicts between the parties,
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      arising
        out
        of statutory claims, shall be resolved by neutral, binding arbitration. If
        a
        court should find that the provisions of this Section 12.6(a) are not absolutely
        binding, then the parties intend any arbitration decision and award to be
        fully
        admissible in evidence in any subsequent action, given great weight by any
        finder of fact and treated as determinative to the maximum extent permitted
        by
        law.

       

    

    The
      parties do not agree to arbitrate any putative class action or any other
      representative action. The parties agree to arbitrate only the claims(s) of
      a
      single Participant or Beneficiary.

    


    
      	
                    
                (b)  

            	
              Upon
                Change in Control. If, upon the occurrence of a Change in Control,
                any dispute, controversy or claim arises between a Participant or
                Beneficiary and the Participating Employer out of or relating to
                or
                concerning the provisions of the Plan, such dispute, controversy
                or claim
                shall be finally settled by a court of competent jurisdiction which,
                notwithstanding any other provision of the Plan, shall apply a de
                novo
                standard of review to any determination made by the Company or its
                Board
                of Directors, a Participating Employer, the Committee, or the Appeals
                Committee.

            


    

    


    


    Article
      XIII

    General
      Provisions

     

    
      	
              13.1

            	
              Anti-assignment
                Rule. No interest of any Participant, spouse or Beneficiary under
                this
                Plan and no benefit payable hereunder shall be assigned as security
                for a
                loan, and any such purported assignment shall be null, void and of
                no
                effect, nor shall any such interest or any such benefit be subject
                in any
                manner, either voluntarily or involuntarily, to anticipation, sale,
                transfer, assignment or encumbrance by or through any Participant,
                spouse
                or Beneficiary. Notwithstanding anything to the contrary herein,
                however,
                the Committee has the discretion to make payments to an alternate
                payee in
                accordance with the terms of a domestic relations order (as defined
                in
                Code Section 414(p)(1)(B)).

            


    

    


    
      	
              13.2

            	
              No
                Legal or Equitable Rights or Interest. No Participant or other person
                shall have any legal or equitable rights or interest in this Plan
                that are
                not expressly granted in this Plan. Participation in this Plan does
                not
                give any person any right to be retained in the service of the
                Participating Employer. The right and power of a Participating Employer
                to
                dismiss or discharge an Employee is expressly reserved. The Participating
                Employers make no representations or warranties as to the tax consequences
                to a Participant or a Participant’s beneficiaries resulting from a
                deferral of income pursuant to the
                Plan.

            


    

    


    
      	
              13.3

            	
              No
                Employment Contract. Nothing contained herein shall be construed to
                constitute a contract of employment between an Employee and a
                Participating Employer.

            


    

    


    
      	
              13.4

            	
              Notice.
                Any notice or filing required or permitted to be delivered to the
                Committee under this Plan shall be delivered in writing, in person,
                or
                through such electronic means as is


            


    

    


    
      
        
        

      

      
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        FPIC
          Insurance Group, Inc. Deferred Compensation Plan

      

       

       

      established
        by the Committee. Notice shall be deemed given as of the date of delivery
        or, if
        delivery is made by mail, as of the date shown on the postmark on the receipt
        for registration or certification. Written transmission shall be sent by
        certified mail to:

       

    

    FPIC
      INSURANCE GROUP, INC.

    ATTN:
      GENERAL COUNSEL

    225
      WATER STREET, SUITE 1400

    JACKSONVILLLE,
      FLORIDA 32202

    


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

    


    
      	
              13.5

            	
              Headings.
                The headings of Sections are included solely for convenience of reference,
                and if there is any conflict between such headings and the text of
                this
                Plan, the text shall control.

            


    

    


    
      	
              13.6

            	
              Invalid
                or Unenforceable Provisions. If any provision of this Plan shall be
                held invalid or unenforceable, such invalidity or unenforceability
                shall
                not affect any other provisions hereof and the Committee may elect
                in its
                sole discretion to construe such invalid or unenforceable provisions
                in a
                manner that conforms to applicable law or as if such provisions,
                to the
                extent invalid or unenforceable, had not been
                included.

            


    

    


    
      	
              13.7

            	
              Lost
                Participants or Beneficiaries. Any Participant or Beneficiary who is
                entitled to a benefit from the Plan has the duty to keep the Committee
                advised of his or her current mailing address. If benefit payments
                are
                returned to the Plan or are not presented for payment after a reasonable
                amount of time, the Committee shall presume that the payee is missing.
                The
                Committee, after making such efforts as in its discretion it deems
                reasonable and appropriate to locate the payee, shall stop payment
                on any
                uncashed checks and may discontinue making future payments until
                contact
                with the payee is restored.

            


    

    


    
      	
              13.8

            	
              Facility
                of Payment to a Minor.  If a distribution is to be made to a
                minor, or to a person who is otherwise incompetent, then the Committee
                may, in its discretion, make such distribution (i) to the legal guardian,
                or if none, to a parent of a minor payee with whom the payee maintains
                his
                or her residence, or (ii) to the conservator or committee or, if
                none, to
                the person having custody of an incompetent payee. Any such distribution
                shall fully discharge the Committee, the Company, and the Plan from
                further liability on account
                thereof.

            


    

     

    
      
        
        

      

      
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        FPIC
          Insurance Group, Inc. Deferred Compensation Plan

      

    

    


    
      


      
        	
                13.9

              	
                Governing
                  Law. To the extent not preempted by ERISA, the laws of the state
                  in
                  which the Company maintains its principal place of business shall
                  govern
                  the construction and administration of the
                  Plan.

              


      

      



    

    IN
      WITNESS WHEREOF, the undersigned executed this Plan as of the 10th day of
      December, 2007, to be effective as of the Effective Date.

    


    


    FPIC
      Insurance Group, Inc.

    


    By:  T.
      Malcolm Graham        (Print
      Name)

    


    Its:  General
      Counsel and
      Secretary       (Title)

    


    


    /s/
      T. Malcolm Graham            (Signature)

     

     

    
      
        
        

      

      
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