**THE
      READER'S DIGEST ASSOCIATION, INC.**




**EXECUTIVE
      CASH BALANCE PLAN**




**(Amended
      & Restated June 30, 2006)**

















**TABLE
      OF CONTENTS**




**ITEM**
            **ARTICLE**
            **PAGE**DEFINITIONS
            1
            2ELIGIBILITY
                AND PARTICIPATION
            2
            8EXECUTIVE
                CASH BALANCE PLAN BENEFIT
            3
            10VESTING
            4
            11DISTRIBUTION
                OF EXECUTIVE CASH BALANCE PLAN BENEFIT; SUBSEQUENT
                RE-EMPLOYMENT
            5
            12DEATH
                BENEFITS
            6
            14MEDICAL
                BENEFITS
            7
            16DISABILITY
            8
            17GENERAL
                PROVISIONS
            9
            18




















**The
      Reader's Digest Association, Inc.**




**Executive
      Cash Balance Plan**









**PREAMBLE**




The
      Reader's Digest Association, Inc. (the "Company") has adopted the Reader's
      Digest Executive Cash Balance Plan (the "Plan") effective October 1, 1999,
      to
      provide participants with a defined contribution plan that is complementary
      to
      the cash balance provisions of The Reader's Digest Association, Inc. Retirement
      Plan (the "Cash Balance Plan") made effective as of July 1, 1999. The Plan
      has
      previously been amended and restated, effective January 1, 2005, to comply
      with
      Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
      The Plan provides benefits to a designated group of executives, which are
      supplemental to the benefits provided under The Reader's Digest Association,
      Inc. Retirement Plan and The Reader's Digest Association, Inc. Excess Benefit
      Retirement Plan.




ARTICLE
      1




**Definitions**




The
      following words and phrases as used herein shall have the following meanings,
      unless a different meaning is plainly required by the context. All terms with
      initial capital letters not defined herein shall have the same meanings as
      set
      forth in the Cash Balance Plan or 401(k) Plan.




AFFILIATE




Any
      person with whom the Employer would be considered a single employer under
      Section 414(b) and (c) of the Code.




-1-


APPLICABLE
      INTEREST RATE:




The
      average of the annual rates of interest on 30-year Treasury securities for
      the
      fourth and fifth months preceding the month in which the distribution is made.




BENEFICIARY:




The
      person or persons (including a trust or estate) who are entitled to receive
      any
      benefits under the Plan by reason of the death of a Participant.




BOARD:




The
      Board
      of Directors of The Reader's Digest Association, Inc.




CASH
      BALANCE PLAN:




The
      Reader's Digest Association, Inc. Retirement Plan, restated as of July 1, 1999
      and as such plan may be amended and restated from time to time and as such
      plan
      applies to participants with a Cash Balance Account.




CODE:




The
      Internal Revenue Code of 1986, as amended.




COMPANY:




The
      Reader's Digest Association, Inc. or any successor corporation by merger,
      purchase, consolidation or otherwise.




COMPENSATION:




Base
      Pay
      earned, plus any Management Incentive Bonus earned, for a Year.




COMPENSATION
      COMMITTEE:




The
      compensation committee appointed by the Board.




-2-


CONTRIBUTION
      CREDITS:




Annual
      Adjustments to a Participant's Executive Cash Balance Plan Benefit made as
      of
      September 30 in an amount equal to (i) 20% of the Participant's
      Compensation for the previous Year, less (ii) pay credits that have been or
      will
      be allocated to his Cash Balance Account in the Cash Balance Plan and the Excess
      Plan for such Year. Contribution Credits shall be made only to accounts of
      Participants who are employed on the date the Contribution Credit is made or
      who
      died, became disabled, or had a Termination of Employment on or after his Early
      Retirement Date since the previous September 30. No Contribution Credits shall
      be made with respect to any period of severance or during any period of
      disability other than those covered under The Reader’s Digest Association, Inc.
      Short-Term Disability Plan.




EARLY
      RETIREMENT DATE:




The
      date
      coincident with or subsequent to a Participant's attainment of age fifty-five
      (55) upon which his Periods of Service for Credited Service plus his attained
      age equal or exceed sixty-five (65) years.




EMPLOYER:




The
      Company and any subsidiary of the Company which, with the approval of the Board
      and subject to such conditions as the Board may impose, adopts this Plan, and
      any successor or successors of any of them. For purposes of this Plan, a
      subsidiary shall include any corporation at least fifty-one percent (51%) of
      the
      voting stock of which is owned by the Company or its stockholders or by one
      or
      more corporations fifty-one percent (51%) of the voting stock of which is owned
      by the Company or its stockholders.




EXCESS
      PLAN:




The
      Reader's Digest Association, Inc. Excess Benefit Retirement Plan, as amended
      and
      restated as of July 1, 1994 and as such plan may be amended and restated from
      time to time.




EXECUTIVE
      CASH BALANCE PLAN BENEFIT:




The
      Participant's Opening Balance, if any, as adjusted by any Contribution Credits
      and Investment Adjustments.




EXECUTIVE
      RETIREMENT PLAN:




The
      Reader's Digest Association, Inc. Executive Retirement Plan, as amended as
      of
      November 1, 1997 and as such plan may be further amended and restated from
      time
      to time.




-3-


401( k )
      PLAN:




The
      Employee Ownership Plan and the 401(k) Partnership of The Reader's Digest
      Association, Inc., as restated as of July 1, 1997 and as such plan may be
      amended and restated from time to time.




INVESTMENT
      ADJUSTMENTS:




Adjustments
      to a Participant’s Executive Cash Balance Plan Benefit in an amount equal to the
      investment return deemed earned based on the deemed investments elected under
      Section 3.2. Investment Adjustments shall be made at the end of the last
      business day of each month.




KEY
      EMPLOYEE:




Consistent
      with Section 416(i)(1) of the Code, an employee of the Employer or Affiliate
      who
      is (i) an officer of the Employer or Affiliate with an annual compensation
      greater than $130,000 (or such greater amount as determined under Section
      416(i)(1)(A)(iii) of the Code); (ii) a 5-percent owner of the Employer or
      Affiliate; or (iii) a 1-percent owner of the Employer or Affiliate with an
      annual compensation from the Employer or Affiliate of more than $150,000, at
      any
      time during the 12-month period ending on June 30 with respect to the 12-month
      period beginning on the October 1 thereafter.




MANAGEMENT
      INCENTIVE BONUS:




Any
      compensation award under The Reader's Digest Association, Inc. Senior Management
      Incentive Plan, The Reader's Digest Association, Inc. Management Incentive
      Compensation Plan or any similar or equivalent plan.




NORMAL
      RETIREMENT DATE:




The
      first
      day of the month coincident with or next following a Participant's
      65 th birthday.




-4-


OPENING
      BALANCE:




The
      present lump sum Equivalent Actuarial Value of the Participant’s Normal
      Retirement Benefit as defined under the Executive Retirement Plan based on
      Service through September 30, 1999 and Retirement Salary as of June 30,
      1999, the interest rate of 5.55%, and the prevailing commissioners' standard
      mortality table described in Section 807(d)(5)(A) of the Code, provided,
      however, that the Opening Balance of a Participant who has attained age 39
      but
      not age 55 as of September 30, 1999, shall be increased by the following
      percentage:




Age
                as of September 30, 1999
            Percentage
                Increase54
            40.053
            37.552
            35.051
            32.550
            30.049
            27.548
            25.047
            22.546
            20.045
            17.544
            15.043
            12.542
            10.041
            7.540
            5.039
            2.5





In
      the
      case of an Employee who was not a Participant in the Executive Retirement Plan,
      his Opening Balance will be equal to zero. In the case of an Employee who has
      a
      Termination of Employment after October 1, 1999 and who is a Participant in
      the
      Executive Retirement Plan as of his Date of Termination and who is subsequently
      rehired by the Employer, his Opening Balance will be equal to zero.




-5-


If
      a
      Participant who has received a distribution of his entire vested Executive
      Cash
      Balance Plan Benefit upon a Termination of Employment returns to the employ
      of
      an Employer, he shall have upon his return to employment an Opening Balance
      of
      zero. If a Participant who has not received a distribution of his entire vested
      Executive Cash Balance Plan Benefit upon a Termination of Employment returns
      to
      the employ of an Employer, he shall have upon his return to employment an
      Executive Cash Balance Plan Benefit equal to his remaining vested Executive
      Cash
      Balance Plan Benefit.




Notwithstanding
      the foregoing, the Board, in its discretion, may augment any Participant’s
      Opening Balance and may provide an Opening Balance for a Participant who would
      otherwise have an Opening Balance of zero.




PARTICIPANT:




An
      eligible Employee designated to participate in the Plan in accordance with
      the
      terms herein.




PLAN:




The
      Reader's Digest Association, Inc. Executive Cash Balance Plan, effective
      October 1, 1999 and as such plan may be amended and restated from time to
      time.




RETIREE
      HEALTH PLAN:




The
      retiree healthcare provisions of The Reader’s Digest Association, Inc.
      Healthcare Program, as restated effective January 1, 1996.




RETIREMENT
      SALARY:




The
      average annual regular or basic salary of a Participant and Management Incentive
      Bonus including all amounts contributed by the Employer on behalf of the
      Participant as an Employee Tax Deferred Contribution under the 401(k) Plan
      or to
      a cafeteria plan as described in Section 125 of the Code, but excluding
      severance pay, bonuses which are not Management Incentive Bonuses, contributions
      made under any other deferred compensation plan on behalf of a Participant
      or
      other extra compensation, during the three consecutive years in the last ten
      years of employment which are counted under the Cash Balance Plan as of June
      30,
      1999 (or fewer, if applicable) which provides the highest average. For purposes
      of this definition, the Management Incentive Bonus shall be determined by
      reference to amounts payable with respect to the same period for which the
      annual regular or basic salary is determined.




-6-


SPOUSE :




The
      spouse of a Participant who is legally married to the Participant on the date
      of
      the Participant's death.




TERMINATION
      OF EMPLOYMENT:




A
      separation from service (other than due to death or a Termination of Employment
      for Cause), including, retirement, cessation of benefits under Section 8.1
      of
      the Plan and The Reader’s Digest Association, Inc. Long-Term Disability Plan, or
      other termination of employment, other than where the Participant provides
      more
      than insignificant services for the Employer or Affiliate. Whether a Participant
      has a separation from service or performs insignificant services will be
      determined in accordance with Section 409A of the Code.




TERMINATION
      OF EMPLOYMENT FOR CAUSE:




The
      discharge of an Employee for (i) the intentional failure to perform reasonably
      assigned duties, (ii) dishonesty or willful misconduct in the performance
      of duties, (iii) involvement in a transaction in connection with the
      performance of duties to the Company or Affiliate which transaction is adverse
      to the interests of the Company or Affiliate and which is engaged in for
      personal profit or (iv) willful violation of any law, rule or regulation in
      connection with the performance of duties (other than traffic violations or
      similar offenses), moral turpitude or other misconduct of any kind.




YEAR:




The
      twelve month period beginning on July 1.




-7-


ARTICLE
      2




**Eligibility
      and Participation** ****




Section
      2.1  Unless
      otherwise determined by the Board or the Compensation Committee, eligibility
      of
      an Employee to participate in the Plan upon his employment, promotion or
      re-employment shall be determined from time to time by the Chief Human Resources
      Officer, with the approval of the Chief Executive Officer, in their discretion,
      but shall be limited to senior officers, senior management and other key
      Employees of an Employer who are hired or promoted to Grade 21 or higher and
      who
      execute an agreement in a form designated by the Compensation Committee to
      be
      covered by this Plan.




Section
      2.2  Notwithstanding
      the provisions of the preceding Section, any eligible Employee who was hired
      and/or promoted to Grade 21 or higher on or before October 1, 1999, and who
      is a participant in the Executive Retirement Plan, shall continue to participate
      in the Executive Retirement Plan and shall not be eligible to participate in
      this Plan if (i) he meets the early retirement criteria set forth under
      such plan, or (ii) if he does not meet such early retirement criteria, and
      prior
      to November 1, 1999 executes an agreement in a form designated by the
      Compensation Committee to be covered by the Executive Retirement Plan. Failure
      of an eligible Employee to make a timely election under Subsection (ii)
      will result in continued coverage under the Executive Retirement Plan in lieu
      of
      eligibility for participation under this Plan. This Section does not apply
      to an
      Employee who has a Termination of Employment after October 1, 1999 and then
      is subsequently rehired by an Employer. In such a case, the re-employed
      executive is only eligible to participate in this Plan pursuant to the preceding
      Section.




Section
      2.3  Unless
      otherwise provided herein, each Participant shall commence participation on
      the
      date of his designation as a Participant. When an Employee first becomes a
      Participant in the Plan, the Chief Human Resources Officer shall notify him
      promptly of that fact and of his rights hereunder.




-8-


Section
      2.4  A
      Participant who has a Termination of Employment shall be entitled to a
      distribution of the vested portion of his Executive Cash Balance Plan Benefit
      at
      the time and in the manner specified in Article 5. In addition, to the extent
      that benefits are payable by reason of death, the Participant's Beneficiary
      shall be entitled to benefits in accordance with Article 6.




Section
      2.4  A
      Participant who has a Termination of Employment for Cause shall not be eligible
      for any benefit under this Plan regardless of whether the benefits are vested
      under this Plan.




-9-


ARTICLE
      3




**Executive
      Cash Balance Plan Benefit**




Section
      3.1  A
      Participant’s Executive Cash Balance Plan Benefit shall be equal to the sum of
      his Opening Balance, if any, plus annual Contribution Credits, as defined
      herein, as adjusted by Investment Adjustments on a monthly basis as determined
      below.




Section
      3.2  (i)
      Fifty
      percent (50%) of each Contribution Credit and fifty percent (50%) of the Opening
      Balance (if any) shall be deemed invested as directed by the Participant among
      the Investment Funds available under the 401(k) Plan in the percentages (in
      whole numbers) elected by the Participant. If a Participant fails to specify
      the
      Investment Funds to which this portion of his Opening Balance, if any, or
      Contribution Credits are to be allocated under this Plan, this portion of the
      Participant’s Executive Cash Balance Plan Benefit shall be credited with
      interest as provided in Section 4.2(d) (iii) of the Cash Balance Plan. A
      Participant or the Participant’s beneficiary may elect, in the form specified by
      the Company, a new allocation in which this portion of his Executive Cash
      Balance Plan Benefit will be deemed invested among the Investment Funds. Any
      new
      allocation among Investment Funds must be requested by the second to last
      business day of the month to be deemed effective as of the first day of the
      following month and must be in percentages in whole numbers.




(ii)  Fifty
      percent (50%) of each annual Contribution Credit and fifty percent (50%) of
      the
      Opening Balance (if any) shall be deemed invested in the Company’s Common Stock.
      A Participant may elect, in the form specified by the Company, to allocate
      any
      of this portion of his Executive Cash Balance Plan Benefit so that it will
      be
      deemed invested among the Investment Funds. Any new allocation to the Investment
      Funds must be requested by the second to last business day of the month to
      be
      deemed effective as of the first day of the following month and must be in
      percentages in whole numbers.




-10-


ARTICLE
      4




**Vesting**




Section
      4.1  A
      Participant shall become vested in his Executive Cash Balance Plan Benefit
      under
      this Plan in accordance with the following schedule.




Total
                Completed Years of Participation in Plan and Executive Retirement
                Plan
            Percentage
              VestedLess
                than 5
            05
            506
            607
            708
            809
            9010
            100





Upon
      the
      Termination of Employment of a Participant on or after his Early Retirement
      Date, the Board may determine that the Participant is 100% vested in the
      Executive Cash Balance Plan Benefit.




Section
      4.2  Notwithstanding
      any provision herein to the contrary, a Participant shall not be entitled to,
      and shall forfeit, all benefits accrued under this Plan (whether vested or
      not)
      if he has a Termination of Employment for Cause.




-11-







ARTICLE
      5




**Distribution
      of Executive Cash Balance Plan Benefit** **;**


**Subsequent
      Re-Employment**





Section
      5.1  If
      a
      Participant is entitled to a distribution of his Executive Cash Balance Plan
      Benefit hereunder, the Participant shall receive his distribution in ten annual
      installments commencing in January of the year following a Termination of
      Employment; provided, however, that if a Key Employee has a Termination of
      Employment between July 1 and December 31 of any calendar year, the first
      installment will commence in July of the calendar year immediately following
      the
      calendar year of the Participant’s Termination of Employment (or as soon as
      practicable thereafter), with all subsequent installment payments to be made
      in
      each January thereafter. Each payment shall be a fraction of the vested value
      of
      the Participant’s Executive Cash Balance Account as of the preceding December 31
      made in accordance with the following schedule:




Payment
            Payment
                Fraction1
            1/102
            1/93
            1/84
            1/75
            1/66
            1/57
            1/48
            1/39
            1/210
            Balance
                remaining







-12-


Section
      5.2  If
      a
      Participant who is receiving a distribution of his Executive Cash Balance Plan
      Benefit or Executive Retirement Plan Benefit returns to the employ of the
      Employer as an Employee, the distribution of the benefit shall continue. Subject
      to the approval of the Board, the Participant will participate in the Plan
      upon
      his re-employment and the Employer shall make Contribution Credits and
      Investment Adjustments for the period of reemployment.




(i)  Upon
      a
      subsequent Termination of Employment, the vested Executive Cash Balance Plan
      Benefit of such Employee as of that date that was earned subsequent to the
      Employee’s re-employment date shall be payable as described herein.




(ii)  Upon
      a
      subsequent Termination of Employment for Cause, the Participant will forfeit
      his
      benefits earned subsequent to his re-employment date.




-13-


ARTICLE
      6




**Death
      Benefits**




Section
      6.1  In
      the
      event of a Participant's death after benefits under the Plan have commenced,
      his
      Beneficiary shall receive any amounts provided under the form of payment under
      which the Participant was receiving such benefits at the time of his
      death.




Section
      6.2  In
      the
      event of a Participant's death while in the employ of the Employer prior to
      his
      benefit commencement date under the Plan, his Beneficiary shall receive the
      value of the Executive Cash Balance Plan Benefit without regard to vesting
      payable in ten annual installments beginning in the January following the death
      of the Participant.




Section
      6.3  A
      Participant may designate primary and contingent Beneficiaries on a form
      designated by the Compensation Committee. A contingent Beneficiary shall receive
      benefits only if no primary Beneficiary is alive upon the Participant's death.
      If a Participant does not properly name a Beneficiary, or if no Beneficiary
      is
      alive upon the Participant's death, the benefit shall be paid to the
      Participant's surviving Spouse, or, if none, the Participant's estate. If a
      Participant designates multiple primary or contingent Beneficiaries, percentages
      of the benefit may be allocated equally or unequally as the Participant
      designates. The Executive Cash Balance Plan Benefit shall be divided
      (i) among all primary Beneficiaries who are alive upon the Participant's
      death, or (ii) among all contingent Beneficiaries who are alive upon the
      Participant's death, if no primary Beneficiaries are alive. The share of a
      Beneficiary who is not alive upon the Participant’s death shall be divided among
      the remaining Beneficiaries in that Beneficiary group (primary or contingent)
      in
      the proportion that their shares bear to one another.


-14-


Section
        6.4  The
        Employer shall pay to each Participant who participates in the Executive
        Retirement Plan as of [specify date prior to choice on whether to participate
        in
        ECB] cash, on the same terms as he receives his regular compensation, in
        an
        amount sufficient to purchase term life insurance equal to three times the
        Participant's Base Pay, reduced by (i) the greater of the amount of insurance
        provided to the Participant under the Employer’s Group Life Insurance Policy or
        the amount of group life insurance provided to the Participant as of June
        30,
        1998, (ii) the amount of benefits payable upon the Participant's death as
        provided in the Participant's Supplemental Executive Retirement Benefit
        Agreements (if any) reduced by Employee contributions under such agreements
        accumulated at 8% to the date of death, and (iii) the value of the Participant’s
        Executive Cash Balance Plan Benefit as of the preceding October 1. Such
        amount shall be recalculated each January 1 based on the Employee's age,
        base salary and the then current annual rates under the Employer’s Group
        Universal Life Insurance Policy.





-15-




ARTICLE
        7


**Medical
      Benefits**




Section
      7.1  If
      a
      Participant who participated in the Plan prior to January 1, 2005 has a
      Termination of Employment on or after his Early Retirement Date and is not
      eligible for benefits under the Retiree Health Plan, the Participant shall
      receive an annual cash payment in the amount of (a) $500 per year of active
      service after age 40 up to a maximum of $7,500 until he becomes Medicare
      eligible and (b) $900 per year thereafter. If the Participant has a spouse
      or
      domestic partner who was covered under the Reader’s Digest Medical Plan for at
      least one year before the Participant’s Termination of Employment, the
      Participant shall receive, for as long as the spouse or domestic partner’s
      status as such continues, an annual cash payment in the amount of (a) $1,000
      per
      year of active service after age 40 up to a maximum of $15,000 until the
      Participant becomes Medicare eligible and (b) $1,800 per year
      thereafter.




-16-







ARTICLE
      8




**Disability**




Section
      8.1  If
      a
      Participant who participated in the Plan prior to January 1, 2005 becomes
      totally disabled (as defined under The Reader’s Digest Long Term Disability
      Plan), the Participant shall be entitled to an annual disability benefit payable
      in monthly installments. The annual disability benefit shall equal 60% of the
      Base Pay in effect immediately before the Participant became disabled, up to
      a
      maximum benefit of $30,000 per month. The disability benefit will be paid until
      the earlier to occur of (i) the lapse of five (5) years from the date such
      benefit begins or (ii) the date the Participant is no longer totally disabled.
      This benefit shall be offset by any benefit paid under The Reader's Digest
      Long-Term Disability Plan (or any successor plan). All Contribution Credits
      shall cease during any disability period other than those covered under The
      Reader’s Digest Association, Inc. Short-Term Disability Plan.




Section
      8.2  If
      a
      Participant becomes disabled, then solely for the purposes of determining “Total
      Completed Years of Participation in Plan and Executive Retirement Plan” and
      vesting under Section 4.1 of this Plan, the Participant shall be considered
      to
      continue to be a Participant in this Plan during the period in which disability
      benefits are paid pursuant to Section 8.1 of this Plan or under The Reader’s
      Digest Association, Inc. Long-Term Disability Plan.




Section
      8.3  If
      a
      Participant dies during the period when payments are being made under this
      Article, disability payments shall cease. The Beneficiary shall be entitled
      to
      receive any undistributed portion of the Executive Cash Balance Plan
      Benefit.




-17-




ARTICLE
      9




**General
      Provisions**




Section
      9.1  The
      Employer shall only have a contractual obligation to make payments to the
      Participant or Beneficiary, as applicable, referred to herein when due, and
      the
      amounts of such payments shall not be held in trust for the Participant or
      Beneficiary, as applicable, but shall be paid from the general assets of the
      Employer. This Plan is intended to constitute an unfunded plan and no assets
      shall be segregated or earmarked in respect of any amount due
      hereunder.




Section
      9.2  Nothing
      contained herein shall confer any right on a Participant to be continued in
      the
      employ of the Company or any other Employer, or as a limitation of the right
      of
      the Company or Employer to discharge any Participant with or without cause,
      nor
      shall anything herein affect the right of the Participant to participate in
      and
      receive benefits under and in accordance with any pension, profit sharing,
      incentive compensation or other benefit plan or program of any Employer. Nothing
      herein shall be construed as a contract of employment between the Employer
      and
      any Participant.




-18-


Section
      9.3  This
      Plan
      shall be binding upon any successor to or purchaser of substantially all the
      assets of the Company or an Employer with respect to such Employer's Employees.
      The Board reserves the right at any time and from time to time to modify, amend
      or terminate in whole or in part any or all of the provisions of the Plan,
      provided that no such modification, amendment, or termination may be effected
      if
      it is in violation of Section 409A of the Code. Upon any such termination of
      this Plan, the Company may in its sole discretion accelerate payment of all
      benefits that are in pay status on the date of termination and benefits to
      which
      a Participant or Beneficiary, as applicable, would be entitled under the terms
      of the Plan then in effect based on events which occur prior to the date of
      termination of the Plan; provided, that (1) the Company terminates all
      other compensation arrangements that are required to be aggregated with this
      Plan pursuant to Prop. Treas. Reg. § 1.409A-1(c), (2) no payments may be
      made within the first twelve months following such termination that would not
      otherwise have been made if the termination did not occur, and (3) all
      payments are made within twenty four months of the termination of this Plan.
      In
      no event, however, shall any modification, amendment or plan termination by
      the
      Board deprive any Participant or Beneficiary, as applicable, of any amount
      which
      is payable to such person under the Plan by reason of the Participant's
      attainment of age 65 or death prior to such modification, termination or
      amendment.




Section
      9.4  No
      right
      or interest of a Participant or Beneficiary, as applicable, under this Plan
      shall be subject to voluntary or involuntary alienation, assignment or transfer
      of any kind.




-19-


Section
      9.5  The
      administration of this Plan and the interpretation thereof, including the
      authority to decide all questions that arise thereunder, shall be the
      responsibility of the Compensation Committee or such other person or entity
      as
      the Company shall designate, and shall be consistent with Section 409A of the
      Code. The decisions and interpretations of such administrator of the Plan shall
      be final and binding upon each Employer that shall have adopted this Plan,
      Employees of such Employers, each Participant and his Beneficiary, and other
      interested parties.




Section
      9.6  The
      Company shall have the right to deduct from any payment to be made pursuant
      to
      this Plan any federal, state, local or other taxes required by law to be
      withheld.




Section
      9.7  If
      any
      payment to be made under this Plan is to be made on account of a Participant
      who
      was employed by an Employer that shall have adopted this Plan, other than the
      Company, the cost of such benefit payment shall be borne by the Employer of
      the
      Employee.




Section
      9.8  This
      Plan
      shall be construed, regulated and administered for all purposes according to
      the
      laws of the State of New York and the United States.




Section
      9.9  No
      member
      of the Board, no Employee and no member of the Compensation Committee (nor
      the
      Compensation Committee itself) shall be liable for any act or action hereunder,
      including acts of omission or commission, by any other member or Employee or
      by
      any agent to whom duties in connection with the administration of the Plan
      have
      been delegated or, except in circumstances involving bad faith, gross negligence
      or fraud, for anything done or omitted to be done by himself.




Section
      9.10  Wherever
      any words are used in this Plan in the masculine gender they shall be construed
      as though they were also used in the feminine gender in all cases where they
      would so apply, and wherever any words are used herein in the singular form
      they
      shall be construed as though they were also used in the plural form in all
      cases
      where they would so apply.




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Section
      9.11  In
      the
      event any provision of this Plan, if challenged, would be declared invalid,
      illegal or unenforceable, such provision shall be construed and enforced as
      if
      it had been more narrowly drawn so as not to be illegal, invalid or
      unenforceable and the validity, legality and enforceability of the remaining
      provisions shall not be affected or impaired thereby.