Exhibit 10.1


Covance Inc. Management Deferral Plan


IMPORTANT NOTE


This document has not been approved by the Department of Labor,
Internal Revenue Service or any other governmental entity.  An adopting Employer must determine whether
the Plan is subject to the Federal securities laws and the securities laws of
the various states.  An adopting Employer
may not rely on this document to ensure any particular tax consequences or to
ensure that the Plan is “unfunded and maintained primarily for the purpose of
providing deferred compensation to a select group of management or highly
compensated employees” under Title I of the Employee Retirement Income Security
Act of 1974, as amended, with respect to the Employer’s particular
situation.  Fidelity Management Trust
Company, its affiliates and employees cannot provide you with legal advice in
connection with the execution of this document. 
This document must be reviewed by the Employer’s attorney prior to
execution.


 
















TABLE OF
CONTENTS


PREAMBLE


	
  ARTICLE 1 – GENERAL

  
	
  1.1

  	
   

  	
  Plan

  
	
  1.2

  	
   

  	
  Effective Dates

  
	
  1.3

  	
   

  	
  Amounts Not Subject to Code Section 409A

  
	
   

  
	
  ARTICLE 2 – DEFINITIONS

  
	
  2.1

  	
   

  	
  Account

  
	
  2.2

  	
   

  	
  Administrator

  
	
  2.3

  	
   

  	
  Adoption Agreement

  
	
  2.4

  	
   

  	
  Beneficiary

  
	
  2.5

  	
   

  	
  Board or Board of Directors

  
	
  2.6

  	
   

  	
  Bonus

  
	
  2.7

  	
   

  	
  Change in Control

  
	
  2.8

  	
   

  	
  Code

  
	
  2.9

  	
   

  	
  Compensation

  
	
  2.10

  	
   

  	
  Director

  
	
  2.11

  	
   

  	
  Disabled

  
	
  2.12

  	
   

  	
  Eligible Employee

  
	
  2.13

  	
   

  	
  Employer

  
	
  2.14

  	
   

  	
  ERISA

  
	
  2.15

  	
   

  	
  Identification Date

  
	
  2.16

  	
   

  	
  Key Employee

  
	
  2.17

  	
   

  	
  Participant

  
	
  2.18

  	
   

  	
  Plan

  
	
  2.19

  	
   

  	
  Plan Sponsor

  
	
  2.20

  	
   

  	
  Plan Year

  
	
  2.21

  	
   

  	
  Related Employer

  
	
  2.22

  	
   

  	
  Retirement

  
	
  2.23

  	
   

  	
  Separation from Service

  
	
  2.24

  	
   

  	
  Unforeseeable Emergency

  
	
  2.25

  	
   

  	
  Valuation Date

  
	
  2.26

  	
   

  	
  Years of Service

  
	
   

  
	
  ARTICLE 3 – PARTICIPATION

  
	
  3.1

  	
   

  	
  Participation

  
	
  3.2

  	
   

  	
  Termination of Participation

  



 



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  ARTICLE 4 – PARTICIPANT ELECTIONS

  
	
  4.1

  	
   

  	
  Deferral Agreement

  
	
  4.2

  	
   

  	
  Amount of Deferral

  
	
  4.3

  	
   

  	
  Timing of Election to Defer

  
	
  4.4

  	
   

  	
  Election of Payment Schedule and Form of Payment

  
	
   

  
	
  ARTICLE 5 – EMPLOYER CONTRIBUTIONS

  
	
  5.1

  	
   

  	
  Matching Contributions

  
	
  5.2

  	
   

  	
  Other Contributions

  
	
   

  
	
  ARTICLE 6 – ACCOUNTS AND CREDITS

  
	
  6.1

  	
   

  	
  Establishment of Account

  
	
  6.2

  	
   

  	
  Credits to Account

  
	
   

  
	
  ARTICLE 7 – INVESTMENT OF CONTRIBUTIONS

  
	
  7.1

  	
   

  	
  Investment Options

  
	
  7.2

  	
   

  	
  Adjustment of Accounts

  
	
   

  
	
  ARTICLE 8 – RIGHT TO BENEFITS

  
	
  8.1

  	
   

  	
  Vesting

  
	
  8.2

  	
   

  	
  Death

  
	
  8.3

  	
   

  	
  Disability

  
	
   

  
	
  ARTICLE 9 – DISTRIBUTION OF BENEFITS

  
	
  9.1

  	
   

  	
  Amount of Benefits

  
	
  9.2

  	
   

  	
  Method and Timing of Distributions

  
	
  9.3

  	
   

  	
  Unforeseeable Emergency

  
	
  9.4

  	
   

  	
  Termination Before Retirement

  
	
  9.5

  	
   

  	
  Cashouts of Amounts Not Exceeding Stated Limit

  
	
  9.6

  	
   

  	
  Required Delay in Payment to Key Employees

  
	
  9.7

  	
   

  	
  Change in Control

  
	
  9.8

  	
   

  	
  Permissible Delays in Payment

  



 



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  ARTICLE 10 – AMENDMENT AND TERMINATION

  
	
  10.1

  	
   

  	
  Amendment by Plan Sponsor

  
	
  10.2

  	
   

  	
  Plan Termination Following Change in Control or
  Corporate Dissolution

  
	
  10.3

  	
   

  	
  Other Plan Terminations

  
	
   

  
	
  ARTICLE 11 – THE TRUST

  
	
  11.1

  	
   

  	
  Establishment of Trust

  
	
  11.2

  	
   

  	
  Grantor Trust

  
	
  11.3

  	
   

  	
  Investment of Trust Funds

  
	
   

  
	
  ARTICLE 12 – PLAN ADMINISTRATION

  
	
  12.1

  	
   

  	
  Powers and Responsibilities of the Administrator

  
	
  12.2

  	
   

  	
  Claims and Review Procedures

  
	
  12.3

  	
   

  	
  Plan Administrative Costs

  
	
   

  
	
  ARTICLE 13 – MISCELLANEOUS

  
	
  13.1

  	
   

  	
  Unsecured General Creditor of the Employer

  
	
  13.2

  	
   

  	
  Employer’s Liability

  
	
  13.3

  	
   

  	
  Limitation of Rights

  
	
  13.4

  	
   

  	
  Anti-Assignment

  
	
  13.5

  	
   

  	
  Facility of Payment

  
	
  13.6

  	
   

  	
  Notices

  
	
  13.7

  	
   

  	
  Tax Withholding

  
	
  13.8

  	
   

  	
  Indemnification

  
	
  13.9

  	
   

  	
  Permitted Acceleration of Payment

  
	
  13.10

  	
   

  	
  Governing Law

  



 



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PREAMBLE


The Plan is intended to
be a “plan which is unfunded and is maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees” within the meaning of Sections 201(2), 301(a)(3)
and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as
amended, or an “excess benefit plan” within the meaning of Section 3(36) of the
Employee Retirement Income Security Act of 1974, as amended, or a combination
of both.  The Plan is further intended to
conform with the requirements of Internal Revenue Code Section 409A and the
final regulations issued there under and shall be implemented and administered
in a manner consistent therewith.
















ARTICLE 1
– GENERAL


1.1                               Plan.  The Plan will be referred to by the name
specified in the Adoption Agreement.


1.2                               Effective
Dates.


(a)                                  Original
Effective Date.  The Original
Effective Date is the date as of which the Plan was initially adopted.


(b)                                 Amendment
Effective Date.  The Amendment
Effective Date is the date specified in the Adoption Agreement as of which the
Plan is amended and restated.  Except to
the extent otherwise provided herein or in the Adoption Agreement, the Plan
shall apply to amounts deferred and benefit payments made on or after the
Amendment Effective Date.


(c)                                  Special
Effective Date.  A Special Effective
Date may apply to any given provision if so specified in Appendix B of the
Adoption Agreement.  A Special Effective
Date will control over the Original Effective Date or Amendment Effective Date,
whichever is applicable, with respect to such provision of the Plan.


1.3                               Amounts
Not Subject to Code Section 409A


Except as otherwise indicated by the Plan Sponsor in Section 1.01 of
the Adoption Agreement, amounts deferred before January 1, 2005 that are earned
and vested on December 31, 2004 will be separately accounted for and
administered in accordance with the terms of the Plan as in effect on December
31, 2004.



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ARTICLE 2
– DEFINITIONS


Pronouns
used in the Plan are in the masculine gender but include the feminine gender
unless the context clearly indicates otherwise. 
Wherever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:


2.1                               “Account”
means an account established for the purpose of recording amounts credited on
behalf of a Participant and any income, expenses, gains, losses or
distributions included thereon.  The
Account shall be a bookkeeping entry only and shall be utilized solely as a
device for the measurement and determination of the amounts to be paid to a
Participant pursuant to the Plan.


2.2                               “Administrator”
means the person or persons designated by the Plan Sponsor in Section 1.05 of
the Adoption Agreement to be responsible for the administration of the
Plan.  If no Administrator is designated
in the Adoption Agreement, the Administrator is the Plan Sponsor.


2.3                               “Adoption
Agreement” means the agreement adopted by the Plan Sponsor that establishes
the Plan.


2.4                               “Beneficiary”
means the persons, trusts, estates or other entities entitled under Section
8.2 to receive benefits under the Plan upon the death of a Participant.


2.5                               “Board”
or “Board of Directors” means the Board of Directors of the Plan Sponsor.


2.6                               “Bonus”
means an amount of incentive remuneration payable by the Employer to a
Participant.


2.7                               “Change
in Control” means the occurrence of an event involving the Plan Sponsor
that is described in Section 9.7.


2.8                               “Code”
means the Internal Revenue Code of 1986, as amended.


2.9                               “Compensation”
has the meaning specified in Section 3.01 of the Adoption Agreement.


2.10                        “Director”
means a non-employee member of the Board who has been designated by the
Employer as eligible to participate in the Plan.


2.11                        “Disabled”
 means a determination by the
Administrator that the Participant is either (a) unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment which can be expected to



 2-1
 








result in death or can be expected to last for a
continuous period of not less than 12 months, or (b) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or last for a continuous period of not less than twelve months,
receiving income replacement benefits for a period of not less than three
months under an accident and health plan covering employees of the
Employer.  A Participant will be
considered Disabled if he is determined to be totally disabled by the Social
Security Administration or the Railroad Retirement Board.


2.12                        “Eligible
Employee” means an employee of the Employer who satisfies the requirements
in Section 2.01 of the Adoption Agreement.


2.13                        “Employer”
means the Plan Sponsor and any other entity which is authorized by the Plan
Sponsor to participate in and, in fact, does adopt the Plan.


2.14                        “ERISA” means
the Employee Retirement Income Security Act of 1974, as amended.


2.15                        “Identification
Date” means the date as of which Key Employees are determined which is
specified in Section 1.06 of the Adoption Agreement.


2.16                        “Key
Employee” means an employee who satisfies the conditions set forth in
Section 9.6.


2.17                         “Participant”
means an Eligible Employee or Director who commences participation in the
Plan in accordance with Article 3.


2.18                        “Plan” means
the unfunded plan of deferred compensation set forth herein, including the
Adoption Agreement and any trust agreement, as adopted by the Plan Sponsor and
as amended from time to time.


2.19                        “Plan
Sponsor” means the entity identified in Section 1.03 of the Adoption
Agreement.


2.20                        “Plan Year”
means the period identified in Section 1.02 of the Adoption Agreement.


2.21                        “Related
Employer” means the Employer and (a) any corporation that is a member of a
controlled group of corporations as defined in Code Section 414(b) that
includes the Employer and (b) any trade or business that is under common
control as defined in Code Section 414(c) that includes the Employer.


2.22                        “Retirement”
has the meaning specified in 6.01(f) of the Adoption Agreement.


2.23                        “Separation
from Service” means the
date that the Participant dies, retires or otherwise has a termination of
employment with respect to all entities comprising the Related Employer.  A Separation from Service does not occur if
the Participant is on military leave, sick leave or other bona fide leave of
absence if



 2-2
 








the period of leave does not exceed six months or such
longer period during which the Participant’s right to re-employment is provided
by statute or contract.  If the period of
leave exceeds six months and the Participant’s right to re-employment is not
provided either by statute or contract, a Separation from Service will be
deemed to have occurred on the first day following the six-month period.  If the period of leave is due to any
medically determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period of not less
than six months, where the impairment causes the Participant to be unable to
perform the duties of his or her position of employment or any substantially
similar position of employment, a 29 month period of absence may be substituted
or the six month period.


Whether a termination of employment has occurred is
based on whether the facts and circumstances indicate that the Related Employer
and the Participant reasonably anticipated that no further services would be
performed after a certain date or that the level of bona fide services the
Participant would perform after such date (whether as an employee or as an
independent contractor) would permanently decrease to no more than 20 percent
of the average level of bona fide services performed (whether as an employee or
an independent contractor) over the immediately preceding 36 month period (or
the full period of services to the Related Employer if the employee has been
providing services to the Related Employer for less than 36 months).


An independent contractor is considered to have
experienced a Separation from Service with the Related Employer upon the
expiration of the contract (or, in the case of more than one contract, all
contracts under which services are performed for the Related Employer if the
expiration constitutes a good-faith and complete termination of the contractual
relationship.


If a Participant provides services as both an employee
and an independent contractor of the Related Employer, the Participant must
separate from service both as an employee and as an independent contractor to
be treated as having incurred a Separation from Service.  If a Participant ceases providing services as
an independent contractor and begins providing services as an employee, or
ceases providing services as an employee and begins providing services as am
independent contractor, the Participant will not be considered to have
experienced a Separation from Service until the Participant has ceased
providing services in both capacities.


If a Participant provides services both as an employee
and as a member of the board of directors of a corporate Related Employer (or
an analogous position with respect to a noncorporate Related Employer), the
services provided as a director are not taken into account in determining
whether the Participant has incurred a Separation from Service as an employee
for purposes of a nonqualified deferred compensation plan in which the
Participant participates as an employee that is not aggregated under Code
Section 409A with any plan in which the Participant participates as a director.



 2-3
 








If a Participant provides services both as an employee and as a member
of board of directors of a corporate related Employer (or an analogous position
with respect to a noncorporate Related Employer), the services provided as an
employee are not taken into account in determining whether the Participant has
experienced a Separation from Service as a director for purposes of a
nonqualified deferred compensation plan in which the Participant participates
as a director that is not aggregated under Code Section 409A with any plan in
which the Participant participates as an employee.


All determinations of whether a Separation from
Service has occurred will be made in a manner consistent with Code Section 409A
and the final regulations there under.


2.24                         “Unforeseeable
Emergency” means a severe financial
hardship of the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, the Participant’s Beneficiary, or the
Participant’s dependent (as defined in Code Section 152, without regard to
Code section 152(b)(i), (b)(2) and (d)(i)(b); loss of the Participant’s
property due to casualty; or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the
Participant.


2.25                        “Valuation
Date” means each business day of the Plan Year.


2.26                        “Years of
Service” means each one year period for which the Participant receives
service credit in accordance with the provisions of Section 7.01(d) of the
Adoption Agreement.



 2-4















ARTICLE 3
– PARTICIPATION


3.1                               Participation.  The Participants in the Plan shall be
those Directors and employees of the Employer who satisfy the requirements of
Section 2.01 of the Adoption Agreement.


3.2                               Termination
of Participation.  The Administrator
may terminate a Participant’s participation in the Plan in a manner consistent
with Code Section 409A.



 3-1















ARTICLE 4 – PARTICIPANT ELECTIONS


4.1                               Deferral Agreement.  If
permitted by the Plan Sponsor in accordance with Section 4.01 of the Adoption
Agreement, each Eligible Employee and Director may elect to defer his
Compensation within the meaning of Section 3.01 of the Adoption Agreement by
executing in writing or electronically, a deferral agreement in accordance with
rules and procedures established by the Administrator and the provisions of
this Article 4.


A new deferral agreement must be timely executed for each Plan Year
during which the Eligible Employee or Director desires to defer Compensation An
Eligible Employee or Director who does not timely execute a deferral agreement
shall be deemed to have elected zero deferrals of Compensation for such Plan
Year.


A deferral agreement may be changed or revoked during the period
specified by the Administrator.  Except
as provided in Section 9.3 or in Section 4.01(c) of the Adoption Agreement, a
deferral agreement becomes irrevocable at the close of the specified period.


4.2                               Amount of Deferral.  An
Eligible Employee or Director may elect to defer Compensation in any amount
permitted by Section 4.01(a) of the Adoption Agreement.


4.3                               Timing of Election to Defer.  Each
Eligible Employee or Director who desires to defer Compensation otherwise
payable during a Plan Year must execute a deferral agreement within the period
preceding the Plan Year specified by the Administrator.  Each Eligible Employee who desires to defer
Compensation that is a Bonus must execute a deferral agreement within the
period preceding the Plan Year during which the Bonus is earned that is
specified by the Administrator, except that if the Bonus can be treated as
performance based compensation as described in Code Section 409A(a)(4)(B)(iii),
the deferral agreement may be executed within the period specified by the
Administrator, which period, in no event, shall end after the date which is six
months prior to the end of the period during which the Bonus is earned.  In addition, if the Compensation qualifies as
‘fiscal year compensation’ within the meaning of Reg. Sec. 1.409A -2(a)(6), the
deferral agreement may be made not later than the end of the Employer’s taxable
year immediately preceding the first taxable year of the Employer in which any
services are performed for which such Compensation is payable.



 4-1
 









Except as otherwise provided below, an
employee who is classified or designated as an Eligible Employee during a Plan
Year or a Director who is designated as eligible to participate during a Plan
Year may elect to defer Compensation otherwise payable during the remainder of
such Plan Year in accordance with the rules of this Section 4.3 by executing a
deferral agreement within the thirty (30) day period beginning on the date the
employee is classified or designated as an Eligible Employee or the date the
Director is designated as eligible, whichever is applicable, if permitted by
Section 2.01 of the Adoption Agreement. 
If Compensation is based on a specified performance period that begins
before the Eligible Employee or Director executes his deferral agreement, the
election will be deemed to apply to the portion of such Compensation equal to
the total amount of Compensation for the performance period multiplied by the
ratio of the number of days remaining in the performance period after the
election over the total number of days in the performance period.  The rules of this paragraph shall not apply
unless the Eligible Employee or Director can be treated as initially eligible
in accordance with Reg. Sec. 1.409A-2(a)(7).


4.4                               Election of Payment Schedule and Form of
Payment.


All elections of a payment schedule and a form of
payment will be made in accordance with rules and procedures established by the
Administrator and the provisions of this Section 4.4.


(a)           If
the Plan Sponsor has elected to permit annual distribution elections in
accordance with Section 6.01(h) of the Adoption Agreement the following rules
apply.  At the time an Eligible Employee
of Director completes a deferral agreement, the Eligible Employee or Director
must elect a distribution event (which includes a specified time) and a form of
payment for the Compensation subject to the deferral agreement and for any
Employer contributions that may be credited to the Participant’s Account during
the Plan Year from among the options the Plan Sponsor has made available for
this purpose and which are specified in 6.01(b) of the Adoption Agreement.  If an Eligible Employee or Director fails to
elect a distribution event, he shall be deemed to have elected Separation from
Service as the distribution event.  If he
fails to elect a form of payment, he shall be deemed to have elected a lump sum
form of payment.


(b)           If
the Plan Sponsor has elected not to permit annual distribution elections in
accordance with Section 6.01(h) of the Adoption Agreement the following rules
apply.  At the time an Eligible Employee
or Director first completes a deferral agreement, the Eligible Employee or
Director must elect a distribution event (which includes a specified time) and
a form of payment for amounts credited to his Account from among the options
the Plan Sponsor has made available for this purpose and which are specified in
Section 6.01(b) of the Adoption Agreement. 
If an Eligible Employee or Director fails to elect a distribution event,
he shall be deemed to have elected Separation from Service in



 4-2
 









the distribution event.  If he fails to elect a form of payment, he
shall be deemed to have elected a lump sum form of payment.



 4-3















ARTICLE
5 – EMPLOYER CONTRIBUTIONS


5.1                               Matching Contributions.  If
elected by the Plan Sponsor in Section 5.01(a) of the Adoption Agreement, the
Employer will credit the Participant’s Account with a matching contribution
determined in accordance with the formula specified in Section 5.01(a) of
the Adoption Agreement.  The matching
contribution will be treated as allocated to the Participant’s Account at the
time specified in Section 5.01(a)(iii) of the Adoption Agreement.


5.2                               Other Contributions.  If
elected by the Plan Sponsor in Section 5.01(b) of the Adoption Agreement, the
Employer will credit the Participant’s Account with a contribution determined
in accordance with the formula or method specified in Section 5.01(b) of the
Adoption Agreement.  The contribution
will be treated as allocated to the Participant’s Account at the time specified
in Section 5.01(b)(iii) of the Adoption Agreement.



 5-1















ARTICLE 6 – ACCOUNTS AND CREDITS


6.1                               Establishment of Account.  For accounting and computational purposes only, the Administrator will
establish and maintain an Account for each Participant which will reflect the
credits made pursuant to Section 6.2 along with the earnings, expenses, gains
and losses allocated thereto, attributable to the hypothetical investments made
with the amounts in the Participant’s Account as provided in Article 7.  The Administrator will establish and maintain
such other records and accounts, as it decides in its discretion to be
reasonably required or appropriate to discharge its duties under the Plan.


6.2                               Credits to Account.  A Participant’s Account will be credited for each Plan Year with the
amount of his elective deferrals under Section 4.1 at the time the amount
subject to the deferral election would otherwise have been payable to the
Participant and the amount of Employer contributions treated as allocated on
his behalf under Article 5.



 6-1















ARTICLE 7 – INVESTMENT OF CONTRIBUTIONS


7.1                               Investment Options.  The amount in a Participant’s Account shall be treated as invested in
the investment options designated for this purpose by the Administrator and set
forth in Appendix A to the Adoption Agreement.


7.2                               Adjustment
of Accounts.  The amount in a
Participant’s Account shall be adjusted for hypothetical investment earnings,
expenses, gains or losses in an amount equal to the earnings, expenses, gains
or losses attributable to the investment options selected by the party
designated in Section 9.01 of the Adoption Agreement from among the investment
options provided in Section 7.1.  If
permitted by Section 9.01 of the Adoption Agreement, a Participant may, in accordance
with rules and procedures established by the Administrator, select the
investments from among the options provided in Section 7.1 to be used for the
purpose of calculating future hypothetical investment adjustments to the
Participant’s Account or to future credits to the Account under Section 6.2
effective as the Valuation Date coincident with or next following notice to the
Administrator.  The Account of each
Participant shall be adjusted as of each Valuation Date to reflect: (a) the
hypothetical earnings, expenses, gains and losses described above; (b) amounts
credited pursuant to Section 6.2; and (c) distributions or withdrawals.  In addition, the Account of each Participant
may be adjusted for its allocable share of the hypothetical costs and expenses
associated with the maintenance of the hypothetical investments provided in
Section 7.1.



 7-1















ARTICLE 8 – RIGHT TO BENEFITS


8.1                               Vesting.  A Participant, at all times, has the 100% nonforfeitable interest in
the amounts credited to his Account attributable to his elective deferrals made
in accordance with Section 4.1.


A Participant’s right to the amounts credited
to his Account attributable to Employer contributions made in accordance with
Article 5 shall be determined in accordance with the relevant schedule
specified in Section 7.01 of the Adoption Agreement.


8.2                               Death.  The balance or remaining balance credited to a Participant’s vested
Account shall be paid to his Beneficiary at the time specified in Section
6.01(a) of the Adoption Agreement in a single lump sum payment following the
date of death, unless additional forms of payment have been made available for
this purpose in Section 6.01(b) of the Adoption Agreement and the Participant
has made a valid election (or valid elections) of a form of payment in
accordance with the provisions of Article 4.  If additional forms have been made available,
payment to the Beneficiary shall be made at the time specified in Section
6.01(a) of the Adoption Agreement in the form elected by the Participant in
accordance with the provisions of Article 4.  If multiple Beneficiaries have been
designated, each Beneficiary shall receive payment of his specified portion of
the Account at the time specified in Section 6.01(a) of the Adoption Agreement
in the form elected by the Participant.


A Participant may designate a Beneficiary or
Beneficiaries, or change any prior designation of Beneficiary or Beneficiaries
in accordance with rules and procedures established by the Administrator.


A copy of the death notice or other
sufficient documentation must be filed with and approved by the
Administrator.  If upon the death of the
Participant there is, in the opinion of the Administrator, no designated
Beneficiary for part or all of the Participant’s vested Account, such amount
will be paid to his estate (such estate shall be deemed to be the Beneficiary
for purposes of the Plan) in a single lump sum payment.



 8-1
 









8.3                               Disability.  The balance or remaining balance credited to a Participant’s vested
Account shall be paid to the Participant at the time specified in Section
6.01(a) of the Adoption Agreement in a single lump sum cash payment following
the date a Participant incurs a Disability as defined in Section 2.11, unless
additional forms of payment have been made available for this purpose in
Section 6.01(b) of the Adoption Agreement and the Participant has made a valid
election of a different form of payment. 
If additional forms have been made available, payment shall be made at
the time specified in Section 6.01(a) of the Adoption Agreement and in the form
elected by the Participant in accordance with the provisions of Article 4.  The Administrator, in its sole discretion,
shall determine whether a Participant has experienced a Disability for purposes
of this Section 8.3.  If the payment of
all or any portion of the Participant’s vested Account is being delayed in
accordance with Section 9.6 at the time he incurs a Disability, the amount
being delayed shall not be subject to the provisions of this Section 8.3 until
the expiration of the six month period of delay required by Section 9.6.



 8-2















ARTICLE 9 – DISTRIBUTION OF BENEFITS


9.1                               Amount of Benefits.  The vested amount credited to a Participant’s Account as determined
under Articles 6, 7 and 8 shall determine and constitute the basis for the
value of benefits payable to the Participant under the Plan.


9.2                               Method and Timing of
Distributions.  Except as otherwise
provided in this Article 9, distributions under the Plan shall be
made in accordance with the elections made or deemed made by the Participant
under Article 4.  Subject to the
provisions of Section 9.6 requiring a six month delay for certain distributions
to Key Employees, distributions following a payment event shall commence at the
time specified in Section 6.01(a) of the Adoption Agreement.  If permitted by Section 6.01(g) of the Adoption
Agreement, a Participant may elect, at least twelve months before a scheduled
distribution event, to delay the payment date for a minimum period of sixty
months from the originally scheduled date of payment.  The distribution election change must be made
in accordance with procedures and rules established by the Administrator.  The Participant may, at the same time the
date of payment is deferred, change the form of payment but such change in the
form of payment may not effect an acceleration of payment in violation of Code
Section 409A or the provisions of Reg. Sec. 1.409A-2(b).  For purposes of this Section 9.2, a series of
installment payments is always treated as a single payment and not as a series
of separate payments.


9.3                               Unforeseeable Emergency.  A
Participant may request a distribution due to an Unforeseeable Emergency if the
Plan Sponsor has elected to permit Unforeseeable Emergency withdrawals under
Section 8.01(a) of the Adoption Agreement. 
The request must be in writing and must be submitted to the
Administrator along with evidence that the circumstances constitute an
Unforeseeable Emergency. The Administrator has the discretion to require
whatever evidence it deems necessary to determine whether a distribution is
warranted.   Whether a Participant has incurred
an Unforeseeable Emergency will be determined by the Administrator on the basis
of the relevant facts and circumstances in its sole discretion, but, in no
event, will an Unforeseeable Emergency be deemed to exist if the hardship can be
relieved:  (a) through reimbursement or
compensation by insurance or otherwise, (b) by liquidation of the Participant’s
assets to the extent such liquidation would not itself cause severe financial
hardship, or (c) by cessation of deferrals under the Plan.  A distribution due to an Unforeseeable
Emergency must be limited to the amount reasonably necessary to satisfy the
emergency need and may include any amounts necessary to pay any federal, state
or local income tax penalties reasonably anticipated to result from the
distribution.  The distribution
will be made in the form of a single lump sum cash payment.  If permitted by Section 8.01(b) of the
Adoption Agreement, a Participant’s deferral elections for the remainder of the
Plan Year will be cancelled upon a withdrawal due to Unforeseeable
Emergency.  If the



 9-1
 









payment of all or any
portion of the Participant’s vested Account is being delayed in accordance with
Section 9.6 at the time he experiences an Unforeseeable Emergency, the amount
being delayed shall not be subject to the provisions of this Section 9.3
until the expiration of the six month period of delay required by section 9.6.


9.4                               Termination Before
Retirement.  If the Plan Sponsor has elected a Separation
from Service override in accordance with Section 6.01(d) of the Adoption
Agreement, the following provisions apply. 
A Participant who experiences a Separation from Service before
Retirement for any reason other than death shall receive the vested amount credited
to his Account at the time specified in Section 6.01(a) of the Adoption
Agreement in a single lump sum payment following such termination or cessation
of service regardless of whether the Participant had made different elections
of time or form of payment as to the vested amounts credited to his Account or
whether the Participant was receiving installment payouts at the time of such
termination.


9.5                               Cashouts Of Amounts Not Exceeding
Stated Limit.  If the vested amount credited to the
Participant’s Account does not exceed the limit established for this purpose by
the Plan Sponsor in Section 6.01(e) of the Adoption Agreement at the time he
separates from service with the Related Employer for any reason, the Employer
shall distribute such amount to the Participant at the time specified in Section
6.01(a) of the Adoption Agreement in a single lump sum cash payment following
such termination regardless of whether the Participant had made different
elections of time or form of payment as to the vested amount credited to his
Account or whether the Participant was receiving installments at the time of
such termination.  A Participant’s
Account, for purposes of this Section 9.5, shall include any amounts described
in Section 1.3.


9.6                               Required Delay in Payment to Key
Employees.  Except as otherwise provided in this Section
9.6, a distribution made because of Separation from Service (or Retirement, if
applicable) to a Participant who is a Key Employee as of the date of his
Separation from Service (or Retirement, if applicable) shall not occur before
the date which is six months after the Separation from Service (or Retirement,
if applicable).


(a) A Participant is treated as a Key
Employee if (i) he is employed by a Related Employer any of whose stock is
publicly traded on an established securities market, and (ii) he satisfies the
requirements of Code Section 416(i)(1)(A)(i), (ii) or (iii), determined without
regard to Code Section 416(i)(5), at any time during the twelve month period
ending on the Identification Date.


(b) A Participant who is a Key Employee on an
Identification Date shall be treated as a Key Employee for purposes of the six
month delay in distributions for the twelve month period beginning on the first
day of the fourth month following the Identification Date.



 9-2
 









(c) The Plan Sponsor may elect to apply an
alternative method to identify Participants who are Key Employees for purposes
of the six month delay in distributions if the method satisfies each of the
following requirements.  The alternative
method is reasonably designed to include all Key Employees, is an objectively
determinable standard providing no direct or indirect eletion to any
Participant regarding its application, and results in either all Key Employees
or no more than 200 Key Employees being identified in the class as of any date.  Use of an alternative method that satisfies
the requirements of this Section 9.6(c ) will not be treated as a change in the
time and form of payment for purposes of Reg. Sec. 1.409A-2(b).


(d) The six month delay does not apply to payments described in Section
13.9 or to payments that occur after the death of the Participant.


9.7                               Change in Control.  If
the Plan Sponsor has elected to permit distributions upon a Change in Control,
the following provisions shall apply.  A
distribution made upon a Change in Control will be made at the time specified
in Section 6.01(a) of the Adoption Agreement in the form elected by the
Participant in accordance with the procedures described in Article 4.  Alternatively, if the Plan Sponsor has
elected in accordance with Section 11.02 of the Adoption Agreement to require
distributions upon a Change in Control, the Participant’s remaining vested
Account shall be paid to the Participant or the Participant’s Beneficiary at
the time specified in Section 6.01(a) of the Adoption Agreement as a single
lump sum payment.  A Change in Control,
for purposes of the Plan, will occur upon a change in the ownership of the Plan
Sponsor, a change in the effective control of the Plan Sponsor or a change in
the ownership of a substantial portion of the assets of the Plan Sponsor, but
only if elected by the Plan Sponsor in Section 11.03 of the Adoption
Agreement.  The Plan Sponsor, for this
purpose, includes any corporation identified in this Section 9.7.  All distributions made in accordance with
this Section 9.7 are subject to the provisions of Section 9.6.


If a Participant continues
to make deferrals in accordance with Article 4 after he has received a
distribution due to a Change in Control, the residual amount payable to the
Participant shall be paid at the time and in the form specified in the
elections he makes in accordance with Article 4 or upon his death or Disability
as provided in Article 8.


Whether a Change in Control
has occurred will be determined by the Administrator in accordance with the
rules and definitions set forth in this Section 9.7.  A distribution to the Participant will be
treated as occurring upon a Change in Control if the Plan Sponsor terminates
the Plan in accordance with Section 10.02 and distributes the Participant’s benefits
within twelve months of a Change in Control as provided in Section 10.3.


(a)                      Relevant Corporations.  To
constitute a Change in Control for purposes of the Plan, the event must relate
to (i) the corporation for whom the



 9-3
 









Participant
is performing services at the time of the Change in Control, (ii) the
corporation that is liable for the payment of the Participant’s benefits under
the Plan (or all corporations liable if more than one corporation is liable)
but only if either the deferred compensation is attributable to the performance
of services by the Participant for such corporation (or corporations) or there
is a bona fide business purpose for such corporation (or corporations) to be
liable for such payment and, in either case, no significant purpose of making
such corporation (or corporations) liable for such payment is the avoidance of
federal income tax, or (iii) a corporation that is a majority shareholder of a
corporation identified in (i) or (ii), or any corporation in a chain of
corporations in which each corporation is a majority corporation of another
corporation in the chain, ending in a corporation identified in (i) or
(ii).  A majority shareholder is defined
as a shareholder owning more than fifty percent (50%) of the total fair market
value and voting power of such corporation.


(b)                     Stock Ownership.  Code
Section 318(a) applies for purposes of determining stock ownership.  Stock underlying a vested option is
considered owned by the individual who owns the vested option (and the stock
underlying an unvested option is not considered owned by the individual who
holds the unvested option).  If, however,
a vested option is exercisable for stock that is not substantially vested (as
defined by Treasury Regulation Section 1.83-3(b) and (j)) the stock underlying
the option is not treated as owned by the individual who holds the option.


(c)                      Change in the Ownership of a
Corporation.  A change in the ownership of a corporation
occurs on the date that any one person or more than one person acting as a group,
acquires ownership of stock of the corporation that, together with stock held
by such person or group, constitutes more than fifty percent (50%) of the total
fair market value or total voting power of the stock of such corporation.  If any one person or more than one person
acting as a proxy is considered to own more than fifty percent (50%) of the
total fair market value or total voting power of the stock of a corporation,
the acquisition of additional stock by the same person or persons is not considered
to cause a change in the ownership of the corporation (or to cause a change in
the effective control of the corporation as discussed below in Section
9.7(d)).  An increase in the percentage
of stock owned by any one person, or persons acting as a group, as a result of
a transaction in which the corporation acquires its stock in exchange for
property will be treated as an acquisition of stock.  Section 9.7(c) applies only when there is a
transfer of stock of a corporation (or issuance of stock of a corporation) and
stock in such corporation remains outstanding after the transaction.  For purposes of this Section 9.7(c), persons
will not be considered to be acting as a group solely because they purchase or
own stock of the same corporation at the same time or as a result of a public
offering.  Persons will, however, be
considered to be acting as a group if they are owners of a



 9-4
 









corporation
that enters into a merger, consolidation, purchase or acquisition of stock, or
similar business transaction with the corporation.  If a person, including an entity, owns stock
in both corporations that enter into a merger, consolidation, purchase or
acquisition of stock, or similar transaction, such shareholder is considered to
be acting as a group with other shareholders in a corporation prior to the
transaction giving rise to the change and not with respect to the ownership
interest in the other corporation.


(d)                     Change in the effective control
of a corporation.  A change in the effective control of a
corporation occurs on the date that either (i) any one person, or more than one
person acting as a group, acquires (or has acquired during the twelve month
period ending on the date of the most recent acquisition by such person or
persons) ownership of stock of the corporation possessing thirty (30%) or more
of the total voting power of the stock of such corporation, or (ii) a majority
of members of the corporation’s board of directors is replaced during any
twelve month period by directors whose appointment or election is not endorsed
by a majority of the members of the corporation’s board of directors prior to
the date of the appointment or election, provided that for purposes of this
paragraph (ii), the term corporation refers solely to the relevant corporation
identified in Section 9.7(a) for which no other corporation is a majority
shareholder for purposes of Section 9.7(a). 
In the absence of an event described in Section 9.7(d)(i) or (ii), a
change in the effective control of a corporation will not have occurred.  A change in effective control may also occur
in any transaction in which either of the two corporations involved in the
transaction has a change in the ownership of such corporation as described in
Section 9.7(c) or a change in the ownership of a substantial portion of the
assets of such corporation as described in Section 9.7(e).  If any one person, or more than one person
acting as a group, is considered to effectively control a corporation within
the meaning of this Section 9.7(d), the acquisition of additional control of
the corporation by the same person or persons is not considered to cause a
change in the effective control of the corporation or to cause a change in the
ownership of the corporation within the meaning of Section 9.7(c).  For purposes of this Section 9.7(d), persons
will or will not be considered to be acting as a group in accordance with rules
similar to those set forth in Section 9.7(c) with the following exception.  If a person, including an entity, owns stock
in both corporations that enter into a merger, consolidation, purchase or
acquisition of stock, or similar transaction, such shareholder is considered to
be acting as a group with other shareholders in a corporation only with respect
to the ownership in that corporation prior to the transaction giving rise to
the change and not with respect to the ownership interest in the other
corporation.



 9-5
 









(e)                      Change in the ownership of a
substantial portion of a corporation’s assets.  A
change in the ownership of a substantial portion of a corporation’s assets
occurs on the date that any one person, or more than one person acting as a
group (as determined in accordance with rules similar to those set forth in
Section 9.7(d)), acquires (or has acquired during the twelve month period
ending on the date of the most recent acquisition by such person or persons)
assets from the corporation that have a total gross fair market value equal to
or more than forty percent (40%) of the total gross fair market value of all of
the assets of the corporation immediately prior to such acquisition or
acquisitions.  For this purpose, gross
fair market value means the value of the assets of the corporation of the value
of the assets being disposed of determined without regard to any liabilities
associated with such assets.  There is no
Change in Control event under this Section 9.7(e) when there is a transfer to
an entity that is controlled by the shareholders of the transferring
corporation immediately after the transfer. 
A transfer of assets by a corporation is not treated as a change in
ownership of such assets if the assets are transferred to (i) a shareholder of
the corporation (immediately before the asset transfer) in exchange for or with
respect to its stock, (ii) an entity, fifty percent (50%) or more of the total
value or voting power of which is owned, directly or indirectly, by the
corporation, (iii) a person, or more than one person acting as a group, that
owns, directly or indirectly, fifty percent (50%) or more of the total value or
voting power of all the outstanding stock of the corporation, or (iv) an
entity, at least fifty (50%) of the total value or voting power of which is
owned, directly or indirectly, by a person described in Section
9.7(e)(iii).  For purposes of the
foregoing, and except as otherwise provided, a person’s status is determined
immediately after the transfer of assets.


9.8                               Permissible Delays in Payment. 
Distributions may be delayed beyond the date payment would otherwise
occur in accordance with the provisions of Articles 8 and 9 in any of the
following circumstances as long as the Employer treats all payments to
similarly situated Participants on a reasonably consistent basis.


(a)                        The Employer may delay payment if it
reasonably anticipates that its deduction with respect to such payment would be
limited or eliminated by the application of Code Section 162(m).  Payment must be made during the Participant’s
first taxable year in which the Employer reasonably anticipates, or should
reasonably anticipate, that if the payment is made during such year the
deduction of such payment will not be barred by the application of Code Section
162(m) or during the period beginning with the Participant’s Separation from
Service and ending on the later of the last day of the Employer’s taxable year
in which the Participant separates from service or the 15th day of the third
month following the Participant’s Separation from Service.  If a scheduled payment to a Participant is
delayed in accordance



 9-6
 









with this Section 9.8(a),
all scheduled payments to the Participant that could be delayed in accordance
with this Section 9.8(a) will also be delayed.


(b)                       The Employer may also delay payment if it
reasonably anticipates that the making of the payment will violate Federal
Securities Laws or other applicable laws provided payment is made at the
earliest date on which the Employer reasonably anticipates that the making of
the payment will not cause such violation.


(c)                        The Employer reserves the right to amend the
Plan to provide for a delay in payment upon such other events and conditions as
the Secretary of the Treasury may prescribe in generally applicable guidance
published in the Internal Revenue Bulletin.



 9-7















ARTICLE 10 – AMENDMENT AND TERMINATION


10.1                        Amendment
by Plan Sponsor.  The Plan Sponsor reserves the right to amend the Plan (for itself and
each Employer) through action of its Board of Directors.  No amendment can directly or indirectly
deprive any current or former Participant or Beneficiary of all or any portion
of his Account which had accrued prior to the amendment.


10.2                        Plan
Termination Following Change in Control or Corporate Dissolution.  If so elected by the Plan Sponsor in 11.01 of the Adoption Agreement,
the Plan Sponsor reserves the right to terminate the Plan and distribute all
amounts credited to all Participant Accounts within the 30 days preceding or
the twelve months following a Change in Control as determined in accordance
with the rules set forth in Section 9.7. For this purpose, the Plan will be
treated as terminated only if all agreements, methods, programs and other
arrangements sponsored by the Related Employer immediately after the Change in
Control which are treated as a single plan under Reg. Sec. 1.409A-1(c)(2) are
also terminated so that all participants under the Plan and all similar
arrangements are required to receive all amounts deferred under the terminated
arrangements within twelve months of the date the Plan Sponsor irrevocably
takes all necessary action to terminate the arrangements. In addition, the Plan
Sponsor reserves the right to terminate the Plan within twelve months of a
corporate dissolution taxed under Code Section 331 or with the approval of a
bankruptcy court pursuant to United States Code Section 503(b)(1)(A) provided
that amounts deferred under the Plan are included in the gross incomes of
Participants in the latest of (a) the calendar year in which the termination
occurs, (b) the first calendar year in which the amount is no longer subject to
a substantial risk of forfeiture, or (c) the first calendar year in which
payment is administratively practicable.


10.3                        Other Plan
Terminations.  The Plan Sponsor retains the discretion to terminate the Plan if (a) all
arrangements sponsored by the Plan Sponsor that would be aggregated with any
terminated arrangement under  Code
Section 409A and Reg. Sec. 1.409A-1(c)(2) are terminated, (b) no payments other
than payments that would be payable under the terms of the arrangements if the
termination had not occurred are made within twelve months of the termination
of the arrangements, (c) all payments are made within twenty-four months of the
termination of the arrangements, (d) the Plan Sponsor does not adopt a new arrangement
that would be aggregated with any terminated arrangement under Code Section
409A and the regulations thereunder at any time within the three year period
following the date of termination of the arrangement, and (e) the termination
does not occur proximate to a downturn in the financial health of the Plan
sponsor.  The Plan Sponsor also reserves
the right to amend the Plan to provide that termination of the Plan will occur
under such conditions and events as may be prescribed by the



 10-1
 









Secretary of the Treasury in generally applicable
guidance published in the Internal Revenue Bulletin.



 10-2















ARTICLE 11 – THE TRUST


11.1                        Establishment of Trust.  The Plan Sponsor may but is not required to establish a trust to hold
amounts which the Plan Sponsor may contribute from time to time to correspond
to some or all amounts credited to Participants under Section 6.2.  If the Plan Sponsor elects to establish a
trust in accordance with Section 10.01 of the Adoption Agreement, the
provisions of Sections 11.2 and 11.3 shall become operative.


11.2                        Grantor Trust.  Any trust established by the Plan Sponsor shall be between the Plan
Sponsor and a trustee pursuant to a separate written agreement under which
assets are held, administered and managed, subject to the claims of the Plan
Sponsor’s creditors in the event of the Plan Sponsor’s insolvency, until paid
to the Participant and/or his Beneficiaries specified in the Plan.  The trust is intended to be treated as a
grantor trust under the Code, and the establishment of the trust shall not
cause the Participant to realize current income on amounts contributed thereto.  The Plan Sponsor must notify the trustee in
the event of a bankruptcy or insolvency.


11.3                        Investment of Trust Funds.  Any amounts contributed to the trust by the Plan Sponsor shall be
invested by the trustee in accordance with the provisions of the trust and the
instructions of the Administrator.  Trust
investments need not reflect the hypothetical investments selected by
Participants under Section 7.1 for the purpose of adjusting Accounts and the
earnings or investment results of the trust shall not affect the hypothetical
investment adjustments to Participant Accounts under the Plan.



 11-1















ARTICLE 12 – PLAN ADMINISTRATION


12.1                        Powers and Responsibilities of
the Administrator.  The Administrator has the full power and the
full responsibility to administer the Plan in all of its details, subject,
however, to the applicable requirements of ERISA.  The Administrator’s powers and
responsibilities include, but are not limited to, the following:


(a)                                  To make and enforce such rules and procedures
as it deems necessary or proper for the efficient administration of the Plan;


(b)                                 To interpret the Plan, its interpretation
thereof to be final, except as provided in Section 12.2, on all persons
claiming benefits under the Plan;


(c)                                  To decide all questions concerning the Plan
and the eligibility of any person to participate in the Plan;


(d)                                 To administer the claims and review
procedures specified in Section 12.2;


(e)                                  To compute the amount of benefits which will
be payable to any Participant, former Participant or Beneficiary in accordance
with the provisions of the Plan;


(f)                                    To determine the person or persons to whom
such benefits will be paid;


(g)                                 To authorize the payment of benefits;


(h)                                 To comply with the reporting and disclosure
requirements of Part 1 of Subtitle B of Title I of ERISA;


(i)                                     To appoint such agents, counsel, accountants,
and consultants as may be required to assist in administering the Plan;


(j)                                     By written instrument, to allocate and
delegate its responsibilities, including the formation of an Administrative
Committee to administer the Plan.



 12-1
 









12.2                        Claims and
Review Procedures.


(a)                                  Claims Procedure.


If any person believes he is being denied any
rights or benefits under the Plan, such person may file a claim in writing with
the Administrator.  If any such claim is
wholly or partially denied, the Administrator will notify such person of its
decision in writing.  Such notification
will contain (i) specific reasons for the denial, (ii) specific reference to
pertinent Plan provisions, (iii) a description of any additional material or
information necessary for such person to perfect such claim and an explanation
of why such material or information is necessary, and (iv) a description of the
Plan’s review procedures and the time limits applicable to such procedures,
including a statement of the person’s right to bring a civil action  following an adverse decision on review.  Such notification will be given within 90
days (45 days in the case of a claim regarding Disability) after the claim is
received by the Administrator.  The Administrator
may extend the period for providing the notification by 90 days (30 days in the
case of a claim regarding Disability) if special circumstances require an
extension of time for processing the claim and if written notice of such
extension and circumstance is given to such person within the initial 90 day
period (45 day period in the case of a claim regarding Disability).  If such notification is not given within such
period, the claim will be considered denied as of the last day of such period
and such person may request a review of his claim.


(b)                                 Review Procedure.


Within 60 days (180 days in the case of a
claim regarding Disability) after the date on which a person receives a written
notification of denial of claim (or, if written notification is not provided,
within 60 days (180 days in the case of a claim regarding Disability) of the
date denial is considered to have occurred), such person (or his duly
authorized representative) may (i) file a written request with the
Administrator for a review of his denied claim and of pertinent documents and
(ii) submit written issues and comments to the Administrator.  The Administrator will notify such person of
its decision in writing.  Such
notification will be written in a manner calculated to be understood by such
person and will contain specific reasons for the decision as well as specific
references to pertinent Plan provisions. 
The notification will explain that the person is entitled to receive,
upon request and free of charge, reasonable access to and copies of all
pertinent documents and has the right to bring a civil action following an
adverse decision on review.  The decision
on review will be



 12-2
 









made within 60 days (45 days in the case of a
claim regarding Disability).  The
Administrator may extend the period for making the decision on review by 60
days (45 days in the case of a claim regarding Disability) if special
circumstances require an extension of time for processing the request such as
an election by the Administrator to hold a hearing, and if written notice of
such extension and circumstances is given to such person within the initial
60-day period (45 days in the case of a claim regarding Disability).  If the decision on review is not made within
such period, the claim will be considered denied.


12.3                        Plan
Administrative Costs.   All reasonable costs and expenses (including legal, accounting, and
employee communication fees) incurred by the Administrator in administering the
Plan shall be paid by Plan to the extent not paid by the Employer.



 12-3















ADOPTION AGREEMENT


ARTICLE 13 – MISCELLANEOUS


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


13.2                        Employer’s
Liability.  Each Employer’s liability for the payment of benefits under the Plan
shall be defined only by the Plan and by the deferral agreements entered into
between a Participant and the Employer. 
An Employer shall have no obligation or liability to a Participant under
the Plan except as provided by the Plan and a deferral agreement or
agreements.  An Employer shall have no
liability to Participants employed by other Employers.


13.3                        Limitation
of Rights.  Neither the establishment of the Plan, nor
any amendment thereof, nor the creation of any fund or account, nor the payment
of any benefits, will be construed as giving to the Participant or any other
person any legal or equitable right against the Employer, the Plan or the
Administrator, except as provided herein; and in no event will the terms of
employment or service of the Participant be modified or in any way affected
hereby.


13.4                        Anti-Assignment. 
Except as may be necessary to fulfill a domestic relations order within
the meaning of Code Section 414 (p), none of the benefits or rights of a Participant or any Beneficiary
of a Participant shall be subject to the claim of any creditor.  In particular, to the fullest extent
permitted by law, all such benefits and rights shall be free from attachment,
garnishment, or any other legal or equitable process available to any creditor
of the Participant and his or her Beneficiary. 
Neither the Participant nor his or her Beneficiary shall have the right
to alienate, anticipate, commute, pledge, encumber, or assign any of the
payments which he or she may expect to receive, contingently or otherwise,
under the Plan, except the right to designate a Beneficiary to receive death
benefits provided hereunder. 
Notwithstanding the preceding, the benefit payable from a Participant’s
Account may be reduced, at the discretion of the administrator, to satisfy any
debt or liability to the Employer.


13.5                        Facility
of Payment.  If the Administrator determines, on the basis
of medical reports or other evidence satisfactory to the Administrator, that
the recipient of any benefit payments under the Plan is incapable of handling
his affairs by reason of minority, illness, infirmity or other incapacity, the
Administrator may direct the Employer to disburse such payments to a person or
institution designated by a court which has jurisdiction over such recipient or
a person or institution otherwise having the legal authority under State law
for the care and control of such recipient. The receipt by such person or
institution of any such payments therefore, and any such payment to the extent
thereof, shall discharge the liability of the Employer, the Plan and the
Administrative Committee for the payment of benefits hereunder to such
recipient.



 1
 









13.6                        Notices.  Any
notice or other communication to the Employer or Administrator in connection
with the Plan shall be deemed delivered in writing if addressed to the Plan
Sponsor at the address specified in Section 1.03 of the Adoption Agreement and
if either actually delivered at said address or, in the case or a letter, 5
business days shall have elapsed after the same shall have been deposited in
the United States mails, first-class postage prepaid and registered or
certified.


13.7                        Tax
Withholding.   If the
Employer concludes that tax is owing with respect to any deferral or payment
hereunder, the Employer shall withhold such amounts from any payments due the
Participant, as permitted by law, or otherwise make appropriate arrangements
with the Participant or his Beneficiary for satisfaction of such
obligation.  Tax, for purposes of this
Section 13.7 means any federal, state, local or any other governmental income
tax, employment or payroll tax, excise tax, or any other tax or assessment
owing with respect to amounts deferred, any earnings thereon, and any payments
made to Participants under the Plan.


13.8                        Indemnification.  Each Employer shall indemnify and hold harmless each employee, officer,
or director of an Employer to whom is delegated duties, responsibilities, and
authority with respect to the Plan against all claims, liabilities, fines and
penalties, and all expenses reasonably incurred by or imposed upon him
(including but not limited to reasonable attorney fees) which arise as a result
of his 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 an Employer. Notwithstanding the
foregoing, an Employer shall not indemnify any person for any such amount
incurred through any settlement or compromise of any action unless the Employer
consents in writing to such settlement or compromise.  Indemnification under this Section 13.8 shall
not be applicable to any person if the cost, loss, liability, or expense is due
to the person’s gross negligence, fraud or willful misconduct or if the person
refuses to assist in the defense of the claim against him.


13.9                        Permitted
Acceleration of Payment.  The Plan may permit acceleration of the time
or schedule of any payment or amount scheduled to be paid pursuant to a payment
under the Plan provided such acceleration would be permitted by the provisions
of Reg. Sec. 1.409A-3(j)(4).


13.10                 Governing Law. 
The Plan will be
construed, administered and enforced according to the laws of the State
specified by the Plan Sponsor in Section 12.01 of the Adoption Agreement.



 2
 









ADOPTION AGREEMENT


1.01        PREAMBLE


By the execution of this Adoption Agreement
the Plan Sponsor hereby [complete (a) or (b)]


(a)
x adopts a new plan as of January 1, 2008
[month, day, year]


(b)
o amends and restates its existing plan as of                        [month,
day, year] which is the Amendment Restatement Date.


Original Effective
Date:                        [month,
day, year]


Pre-409A
Grandfathering:       o Yes       o No


1.02                        PLAN


Plan Name: Covance Inc. Management Deferral
Plan


Plan Year: 
12/ 31


1.03                        PLAN SPONSOR


	
  Name:

  	
   

  	
  Covance Inc.

  
	
  Address:

  	
   

  	
  210 Carnegie Center, Princeton, NJ 08540

  
	
  Phone # :

  	
   

  	
  609 452 8550

  
	
  EIN:

  	
   

  	
  22-3265977

  
	
  Fiscal Yr:

  	
   

  	
  12/31

  
	
  Form of Entity:

  	
   

  	
  Corporation

  



 


Is stock of the Plan Sponsor or any entity
related to the Plan Sponsor publicly traded on an established securities
market?


	
     x Yes

  	
   

  	
  o
  No

  



 


1.04                        EMPLOYER


The following entities have been authorized
by the Plan Sponsor to participate in and have adopted the Plan (insert “Not
Applicable” if none have been authorized):


	
  Entity

  	
   

  	
  Publicly Traded on Est. Securities Market

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  N/A

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
  

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
  

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
  o

  	
   

  	
  o

  	
   

  



 



 3
 









1.05                        ADMINISTRATOR


The Plan Sponsor has designated the following
party or parties to be responsible for the administration of the Plan:


The Benefits Administration Committee


Note:                   The Administrator is the person or persons
designated by the Plan Sponsor to be responsible for the administration of the
Plan.  Neither Fidelity Management Trust
Company nor any other Fidelity affiliate can be the Administrator.


1.06                        IDENTIFICATION DATE


The Employer has designated December 31 as
the Identification Date for purposes of determining Key Employees.


In the absence of a designation, the
Identification Date is December 31.



 4
 









2.01                        PARTICIPATION


	
  (a)

  	
  x

  	
   

  	
  Employees [complete (i), (ii) or (iii)]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
   

  	
  x

  	
   

  	
  Eligible Employees are selected by the Employer.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
   

  	
  o

  	
   

  	
  Eligible Employees are those employees of the
  Employer who satisfy the following criteria:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
   

  	
  o

  	
   

  	
  Employees are not eligible to participate.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  x

  	
   

  	
  Directors [complete (i), (ii) or (iii)]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (i)

  	
   

  	
  o

  	
   

  	
  All Directors are eligible to participate.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
   

  	
  o

  	
   

  	
  Only Directors selected by the Employer are eligible
  to participate.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (iii)

  	
   

  	
  x

  	
   

  	
  Directors are not eligible to participate.

  



 



 5
 









3.01                        COMPENSATION


For purposes of determining
Participant contributions under Article 4 and Employer contributions under
Article 5, Compensation shall be defined in the following manner [complete (a)
or (b) and select (c) and/or (d), if applicable]:


	
  (a)

  	
  o

  	
  Compensation is defined as:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (b)

  	
  x

  	
  Compensation as defined in Covance 401(k) Savings
  Plan without regard to the limitation captured in Section 401(a)(17) of
  the Code for such Plan Year.

  
	
   

  	
   

  	
   

  
	
  (c)

  	
  o

  	
  Director Compensation is defined as:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (d)

  	
  o

  	
  Compensation shall, for all Plan purposes, be
  limited to $          .

  
	
   

  	
   

  	
   

  
	
  (e)

  	
  o

  	
  Not Applicable.

  



 


3.02                        BONUSES


Compensation, as defined in Section 3.01 of
the Adoption Agreement, includes the following type of bonuses:


	
  

  	
   

  	
  Will be treated as Performance

  Based Compensation

  
	
  Type

  	
   

  	
   

  	
  Yes

  	
   

  	
  No

  	
   

  
	
  Variable
  Compensation Plans Offered By Covance Inc. 

  	
   

  	
   

  	
  x

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
  o

  	
   

  	
  o

  	
   

  
	
   

  	
   

  	
   

  	
  o

  	
   

  	
  o

  	
   

  



 


	
  o

  	
  Not Applicable.

  



 



 6
 









4.01                        PARTICIPANT CONTRIBUTIONS


If Participant contributions
are permitted, complete (a), (b), and (c). 
Otherwise

complete (d).


(a)                                  Amount of Deferrals


A Participant may elect within the period
specified in Section 4.01(b) of the Adoption Agreement to defer the following
amounts of remuneration.  For each type
of remuneration listed, complete “dollar amount” or “percentage amount” but not
both.


(i)             Compensation Other than Bonuses [do not
complete if you complete (iii)]


	
  Type of Remuneration

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Increment

  	
   

  
	
  (a) Base Salary

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  10

  	
   

  	
  1

  	
  %

  
	
  (b)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Note: 
The increment is required to determine the permissible deferral
amounts.  For example, a minimum of 0%
and maximum of 20% with a 5% increment would allow an individual to defer 0%,
5%, 10%, 15% or 20%.


(ii)   Bonuses
[do not complete if you complete (iii)]


	
  Type of Bonus

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Min

  	
   

  	
  Min

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Increment

  	
   

  
	
  (a) Covance Inc. Plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  50

  	
   

  	
  1

  	
  %

  
	
  (b) Special Inc. Plan

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  50

  	
   

  	
  1

  	
  %

  
	
  (c)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(iii)  Compensation [do not complete if you completed (i) and (ii)]


	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  	
   

  	
   

  
	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Increment

  	
   

  
	
          

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


(iv)  Director Compensation


	
  

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  	
   

  	
   

  
	
  Type of Compensation

  	
   

  	
  Min

  	
   

  	
  Min

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Increment

  	
   

  
	
  Annual Retainer

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Meeting Fees

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Other:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 7
 









(b)                                  Election Period


(i)             Performance Based Compensation


A special election period


	
  x

  	
  Does

  	
   

  	
   

  	
  o

  	
  Does Not

  



 


apply to each eligible type of performance
based compensation referenced in Section 3.02 of the Adoption Agreement.


The special election period, if applicable,
will be determined by the Employer.


(ii)          Newly Eligible Participants


An employee who is classified or designated
as an Eligible Employee during a Plan Year


	
  o

  	
  May

  	
   

  	
   

  	
  x

  	
  May Not

  



 


elect to defer Compensation earned during the
remainder of the Plan Year by completing a deferral agreement within the 30 day
period beginning on the date he is eligible to participate in the Plan.


(c)                                  Revocation of Deferral Agreement


A Participant’s deferral
agreement


	
  x

  	
   

  	
  Will

  
	
  o

  	
   

  	
  Will Not

  



 


be cancelled for the remainder of any Plan
Year during which he receives a hardship distribution of elective deferrals
from a qualified cash or deferred arrangement maintained by the Employer.  If cancellation occurs, the Participant may
resume participation in accordance with Article 4 of the Plan.


(d)                                  No Participant Contributions


	
  o

  	
  Participant
  contributions are not permitted under the Plan.

  



 



 8
 









5.01                        EMPLOYER CONTRIBUTIONS


If Employer contributions
are permitted, complete (a) and/or (b). 
Otherwise complete (c).


(a)                                  Matching Contributions


(i)             Amount


	
  For each Plan Year, the Employer shall make a
  Matching Contribution on behalf of each Participant who defers Compensation
  for the Plan Year and satisfies the requirements of Section 5.01(a)(ii) of
  the Adoption Agreement equal to [complete one]:

  
	
   

  
	
  (A)

  	
  o

  	
   

  	
            [insert
  percentage] of the Compensation the Participant has elected to defer for the
  Plan Year

  
	
   

  	
   

  	
   

  
	
  (B)

  	
  o

  	
   

  	
  An amount determined by the Employer in its sole
  discretion

  
	
   

  	
   

  	
   

  
	
  (C)

  	
  o

  	
   

  	
  Matching Contributions for each Participant shall be
  limited to $       and/or        %
  of Compensation.

  
	
   

  	
   

  	
   

  	
   

  
	
  (D)

  	
  x

  	
   

  	
  Other:

  	
  300% of a Participant’s contributions first 1%
  contributed and 50% of the next 5% contributed to a total amount not to
  exceed 5.5% of the Participant’s Compensation reduced by an amount determined
  by the Administrator and communicated to Participants before the beginning of
  each Plan Year. The offset amount will be indexed each year in proportion to
  certain qualified plan limits.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (E)

  	
  o

  	
   

  	
  Not Applicable [Proceed to Section 5.01(b)]

  



 


(ii)          Eligibility for Matching Contribution


A Participant who defers
Compensation for the Plan Year shall receive an allocation of Matching
Contributions determined in accordance with Section 5.01(a)(i) provided he
satisfies the following requirements [complete the ones that are applicable]:


	
  (A)

  	
  x

  	
   

  	
  Describe requirements: 

  The Participant is not a participant in the Supplemental
  Executive Retirement Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (B)

  	
  x

  	
   

  	
  Is selected by the
  Employer in its sole discretion to receive an allocation of Matching
  Contributions

  
	
   

  	
   

  	
   

  
	
  (C)

  	
  o

  	
   

  	
  No requirements

  



 



 9
 









(iii)        Time of Allocation


Matching Contributions, if
made, shall be treated as allocated [select one]:


	
  (A)

  	
  o

  	
  As of the last day of the
  Plan Year

  
	
   

  	
   

  
	
  (B)

  	
  x

  	
  At such times as the
  Employer shall determine in it sole discretion

  
	
   

  	
   

  
	
  (C)

  	
  o

  	
  At the time the
  Compensation on account of which the Matching Contribution is being made
  would otherwise have been paid to the Participant

  
	
   

  	
   

  	
   

  
	
  (D)

  	
  o

  	
  Other:

  



 


(b)                                  Other Contributions


(i)             Amount


The Employer shall make a
contribution on behalf of each Participant who satisfies the requirements of
Section 5.01(b)(ii) equal to [complete one]:


	
  (A)

  	
  o

  	
  An amount equal to         
  [insert number] % of the Participant’s Compensation

  
	
   

  	
   

  
	
  (B)

  	
  o

  	
  An amount determined by
  the Employer in its sole discretion

  
	
   

  	
   

  
	
  (C)

  	
  o

  	
  Contributions for each
  Participant shall be limited to $                  

  
	
   

  	
   

  	
   

  
	
  (D)

  	
  o

  	
  Other:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (E)

  	
  x

  	
  Not Applicable [Proceed to
  Section 6.01]

  



 



 10
 









(ii)           Eligibility for Other Contributions


A Participant shall receive
an allocation of other Employer contributions determined in accordance with
Section 5.01(b)(i) for the Plan Year if he satisfies the following requirements
[complete the one that is applicable]:


	
  (A)

  	
  o

  	
  Describe requirements:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
  (B)

  	
  o

  	
  Is selected by the
  Employer in its sole discretion to receive an allocation of other Employer
  contributions

  
	
   

  	
   

  
	
  (C)

  	
  o

  	
  No requirements

  



 


(iii)       Time of Allocation


Employer contributions, if
made, shall be treated as allocated [select one]:


	
  (A)

  	
  o

  	
  As of the last day of the
  Plan Year

  
	
   

  	
   

  	
   

  
	
  (B)

  	
  o

  	
  At such time or times as
  the Employer shall determine in its sole discretion

  
	
   

  	
   

  
	
  (C)

  	
  o

  	
  Other:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


(c)                                  No Employer Contributions


	
  o

  	
  Employer
  contributions are not permitted under the Plan.

  



 



 11
 









6.01                        DISTRIBUTIONS


The timing and form of payment of
distributions made from the Participant’s vested Account shall be made in
accordance with the elections made in this Section 6.01 of the Adoption
Agreement except when Section 9.6 of the Plan requires a six month delay for
certain distributions to Key Employees of publicly traded companies.


(a)          Timing of Distributions


(i)    All
distributions shall commence in accordance with the following [choose one]:


	
  (A)

  	
  o

  	
  As of the distribution
  event

  
	
  (B)

  	
  x

  	
  Monthly on specified day 15th
  [insert day]

  
	
  (C)

  	
  o

  	
  Annually on specified
  month and day           
  [insert month and day]

  
	
  (D)

  	
  o

  	
  Calendar quarter on specified
  month and day [          month
  of quarter (insert 1,2 or 3);             
  day (insert day)]

  



 


(ii)   The
timing of distributions as determined in Section 6.01(a)(i) shall be modified
by the adoption of:


	
  (A)

  	
  o

  	
  Event Delay – Distribution
  events other than those based on Specified Date or Specified Age will be
  treated as not having occurred for        
  days [insert number of days].

  
	
   

  	
   

  	
   

  
	
  (B)

  	
  o

  	
  Hold Until Next Year –
  Distribution events other than those based on Specified Date or Specified Age
  will be treated as not having occurred for twelve months from the date of the
  event.

  
	
   

  	
   

  	
   

  
	
  (C)

  	
  o

  	
  Immediate Processing – The
  timing method selected by the Plan Sponsor under Section 6.01(a)(i)
  shall be overridden for the following distribution events [insert events]:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (D)

  	
  x

  	
  Not applicable.

  



 



 12















 


	
  

  	
  (b)

  	
  Distribution Events

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  If
  multiple events are selected, the earliest to occur will trigger payment.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
													



 


	
  

  	
   

  	
   

  	
   

  	
  Lump

  Sum

  	
   

  	
  Installments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (i)

  	
  x

  	
  Specified Date

  	
   

  	
  X

  	
   

  	
  0

  	
  years to 

  	
  10

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ii)

  	
  o

  	
  Specified Age

  	
   

  	
   

  	
   

  	
   

  	
  years to

  	
   

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iii)

  	
  o

  	
  Separation from Service

  	
   

  	
   

  	
   

  	
   

  	
  years to

  	
   

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (iv)

  	
  x

  	
  Separation from Service plus 6 months

  	
   

  	
  X

  	
   

  	
  0

  	
  years to 

  	
  10

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (v)

  	
  o

  	
  Separation from Service plus      

  months [not to exceed             months]

  	
   

  	
   

  	
   

  	
   

  	
  years to

  	
   

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (vi)

  	
  o

  	
  Retirement

  	
   

  	
   

  	
   

  	
   

  	
  years to

  	
   

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (vii)

  	
  o

  	
  Retirement plus 6 months

  	
   

  	
   

  	
   

  	
   

  	
  years to

  	
   

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (viii)

  	
  o

  	
  Retirement plus           months
  [not to

  exceed          months]

  	
   

  	
   

  	
   

  	
   

  	
  years to

  	
   

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (ix)

  	
  o

  	
  Later of Separation from Service or

  Specified Age

  	
   

  	
   

  	
   

  	
   

  	
  years to

  	
   

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (x)

  	
  o

  	
  Later of Separation from Service or

  Specified Date

  	
   

  	
   

  	
   

  	
   

  	
  years to

  	
   

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (xi)

  	
  o

  	
  Later of Retirement or Specified Age

  	
   

  	
   

  	
   

  	
   

  	
  years to

  	
   

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (xii)

  	
  o

  	
  Later of Retirement or Specified Date

  	
   

  	
   

  	
   

  	
   

  	
  years to

  	
   

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (xiii)

  	
  o

  	
  Disability

  	
   

  	
   

  	
   

  	
   

  	
  years to

  	
   

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (xiv)

  	
  o

  	
  Death

  	
   

  	
   

  	
   

  	
   

  	
  years to

  	
   

  	
  years

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (xv)

  	
  o

  	
  Change in Control

  	
   

  	
   

  	
   

  	
   

  	
  years to

  	
   

  	
  years

  



 


	
  

  	
  The minimum deferral
  period for Specified Date or Specified Age event shall be Two years.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Installments may be paid
  [select each that applies]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  Monthly

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  Quarterly

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  Annually

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Specified Date and
  Specified Age elections may not extend beyond age N/A.

  
										



 



 13
 









 


	
  

  	
  (d)

  	
  Separation from Service
  Override

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A Separation from Service
  override

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    o

  	
  Shall Apply.  [If this is elected, “Separation from Service”
  cannot be selected as a distribution event in Section 6.01(b)]

  
	
   

  	
   

  	
    x

  	
  Shall Not Apply.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A Separation from Service
  override provides that a Participant whose Separation from Service occurs
  before Retirement shall receive the vested amount credited to his Account as
  a lump sum payment.

  
	
   

  	
   

  	
   

  
	
   

  	
  (e)

  	
  Involuntary Cashouts

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    x

  	
  If the Participant’s
  vested Account at the time of his Separation from Service does not exceed $50,000
  distribution of the vested Account shall automatically be made in the form of
  a single lump sum in accordance with Section 9.5 of the Plan.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    o

  	
  There are no involuntary
  cashouts.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (f)

  	
  Retirement

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    o

  	
  Retirement shall be
  defined as a Separation from Service that occurs on or after the Participant
  [insert description of requirements]:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    x

  	
  No special definition of
  Retirement applies.

  
						




 14
 









 


	
  

  	
  (g)

  	
  Distribution Election
  Change

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A Participant

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
    x

  	
  Shall

  
	
   

  	
   

  	
    o

  	
  Shall Not

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  be permitted to modify a scheduled distribution date
  and/or payment option in accordance with Section 9.2 of the Plan.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A Participant shall generally be permitted to elect
  such modification an unlimited number of times.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Administratively, allowable distribution events will
  be modified to reflect all options necessary to fulfill the distribution
  change election provision.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (h)

  	
  Frequency of Elections

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Plan Sponsor

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    x

  	
  Has

  
	
   

  	
   

  	
    o

  	
  Has Not

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Elected to permit annual
  elections of a time and form of payment for amounts deferred amounts under
  the Plan.

  



 



 15
 









 


	
  7.01

  	
  VESTING

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  Matching Contributions

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Participant’s vested
  interest in the amount credited to his Account attributable to Matching
  Contributions shall be based on the following schedule:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  Years of Service

  	
  Vesting %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  0

  	
   

  	
  (insert ‘100’ if there is
  immediate vesting)

  	
   

  
	
   

  	
   

  	
   

  	
  1

  	
  0

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2

  	
  25

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3

  	
  50

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  4

  	
  100

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  5

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  6

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  7

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  8

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  9

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  Other:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  Not applicable.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Other Employer
  Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Participant’s vested
  interest in the amount credited to his Account attributable to Employer
  contributions other than Matching Contributions shall be based on the following
  schedule:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  Years of Service

  	
  Vesting %

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  0

  	
   

  	
  (insert ‘100’ if there is
  immediate vesting)

  	
   

  
	
   

  	
   

  	
   

  	
  1

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  2

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  3

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  4

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  5

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  6

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  7

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  8

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  9

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o

  	
  Other:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  x

  	
  Not applicable.

  	
   

  	
   

  	
   

  



 



 16
 









 


	
  

  	
  (c)

  	
  Acceleration of Vesting

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  A Participant’s vested
  interest in his Account will automatically be 100% upon the occurrence of the
  following events: [select the ones that are applicable]:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  x

  	
  Death

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  x

  	
  Disability

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  x

  	
  Change in Control

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  o

  	
  Eligibility for Retirement

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
  o

  	
  Other:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)

  	
  o

  	
  Not applicable.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  Years of Service

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  A Participant’s Years of
  Service shall include all service performed for the Employer and

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  x

  	
  Shall

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  o

  	
  Shall Not

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  include service performed
  for the Related Employer.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Years of Service shall
  also include service performed for the following entities:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  Years of Service shall be
  determined in accordance with (select one)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    (A)

  	
  o

  	
  The elapsed time method in Treas. Reg. Sec.
   1.410(a)-7

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    (B)

  	
  o

  	
  The general method in DOL Reg. Sec. 2530.200b-1
  through b-4

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    (C)

  	
  x

  	
  The Participant’s Years of Service credited under
  the Covance 401(k) Savings Plan.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
    (D)

  	
  o

  	
  Other:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
    o Not applicable.

  	
   

  	
   

  	
   

  
													



 



 17
 









 


	
  8.01

  	
  UNFORESEEABLE EMERGENCY

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (a)

  	
  A withdrawal due to an
  Unforeseeable Emergency as defined in Section 2.24:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    x

  	
   

  	
  Will

  	
   

  	
   

  
	
   

  	
   

  	
    o

  	
   

  	
  Will Not [if Unforeseeable
  Emergency withdrawals are not permitted, proceed to Section 9.01]

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  be allowed.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Upon a withdrawal due to
  an Unforeseeable Emergency, a Participant’s deferral election for the
  remainder of the Plan Year:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
    x

  	
   

  	
  Will

  	
   

  	
   

  
	
   

  	
   

  	
    o

  	
   

  	
  Will Not

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  be cancelled.  If cancellation occurs, the Participant may
  resume participation in accordance with Article 4 of the Plan.

  



 



 18
 









 


	
  9.01

  	
  INVESTMENT DECISIONS

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Investment decisions
  regarding the hypothetical amounts credited to a Participant’s Account shall
  be made by [select one]:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
    (a)

  	
  x

  	
   

  	
  The Participant or his
  Beneficiary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
    (b)

  	
  o

  	
   

  	
  The Employer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Investment options are set
  forth in Appendix (A).

  	
   

  	
   

  



 



 19
 









 


	
  10.01

  	
  GRANTOR TRUST

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Employer [select one]:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
   

  	
  Does

  	
   

  	
   

  
	
   

  	
  o

  	
   

  	
  Does Not

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  intend to establish a
  grantor trust in connection with the Plan.

  	
   

  	
   

  
								



 



 20
 









 


	
  11.01

  	
  TERMINATION UPON CHANGE
  IN CONTROL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The Plan Sponsor

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  x

  	
   

  	
  Reserves

  	
   

  	
   

  
	
   

  	
  o

  	
   

  	
  Does Not Reserve

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  the right to terminate the
  Plan and distribute all vested amounts credited to Participant Accounts upon
  a Change in Control as described in Section 9.7.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.02

  	
  AUTOMATIC  DISTRIBUTION UPON CHANGE IN CONTROL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Distribution of the
  remaining vested balance of each Participant’s Account

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  x

  	
  Shall

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  o

  	
  Shall Not

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  automatically be paid as a
  lump sum payment upon the occurrence of a Change in Control as provided in
  Section 9.7.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.03

  	
  CHANGE IN CONTROL

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A Change in Control for
  Plan purposes includes the following [select each definition that applies]:

  
	
   

  	
   

  
	
   

  	
  (a)

  	
  x

  	
  A change in the ownership of the Employer as
  described in Section 9.7(c) of the Plan.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  x

  	
  A change in the effective control of the Employer as
  described in Section 9.7(d) of the Plan.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  x

  	
  A change in the ownership of a substantial portion
  of the assets of the Employer as described in Section 9.7(e) of the Plan.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (d)

  	
  o

  	
  Not Applicable.

  	
   

  



 



 21
 









 


	
  12.01

  	
  GOVERNING STATE LAW

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  The laws of Delaware
  [insert name of state] shall apply in the administration of the Plan to the
  extent not preempted by ERISA.

  



 



 22
 









EXECUTION
PAGE


The
Plan Sponsor has caused this Adoption Agreement to be executed this 27th day of September, 2007.


	
   

  	
  PLAN SPONSOR:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  




 23
 









APPENDIX A


INVESTMENT OPTIONS


	
  Fund Name

  	
   

  	
  Fund Number

  
	
   

  	
   

  	
   

  
	
  ·  Fidelity Retirement Money Market

  	
   

  	
  ·  00630

  
	
  ·  Fidelity US Bond Index Fund

  	
   

  	
  ·  00651

  
	
  ·  Western Asset Core Plus Bond Portfolio

  	
   

  	
  ·  48342

  
	
  ·  Fidelity Balanced Fund

  	
   

  	
  ·  00304

  
	
  ·  Fidelity Equity Income Fund

  	
   

  	
  ·  00023

  
	
  ·  Spartan US Equity Index Fund

  	
   

  	
  ·  00650

  
	
  ·  Fidelity Contrafund® Fund

  	
   

  	
  ·  00022

  
	
  ·  Fidelity Capital Appreciation Fund

  	
   

  	
  ·  00307

  
	
  ·  The Oakmark Select Fund

  	
   

  	
  ·  92778

  
	
  ·  Fidelity Mid-Cap Stock Fund

  	
   

  	
  ·  00337

  
	
  ·  Fidelity Export & Multinational Fund

  	
   

  	
  ·  00332

  
	
  ·  Baron Growth Fund

  	
   

  	
  ·  93894

  
	
  ·  Neuberger Berman Genesis Fund

  	
   

  	
  ·  45418

  
	
  ·  Spartan International Index Fund

  	
   

  	
  ·  00399

  
	
  ·  Fidelity International Discovery Fund

  	
   

  	
  ·  00305

  
	
  ·  Fidelity Freedom Income Fund

  	
   

  	
  ·  00369

  
	
  ·  Fidelity Freedom 2000 Fund

  	
   

  	
  ·  00370

  
	
  ·  Fidelity Freedom 2010 Fund

  	
   

  	
  ·  00371

  
	
  ·  Fidelity Freedom 2020 Fund

  	
   

  	
  ·  00372

  
	
  ·  Fidelity Freedom 2030 Fund

  	
   

  	
  ·  00373

  
	
  ·  Fidelity Freedom 2040 Fund

  	
   

  	
  ·  00718

  
	
  ·  Fidelity Freedom 2050 Fund

  	
   

  	
  ·

  



 



 24
 









 






Note:                   The Plan may not select a common/collective
trust fund or a self-directed brokerage option as an investment option.


Date Effective:    January
1, 2008



 25















APPENDIX B


SPECIAL EFFECTIVE DATES



 1