Exhibit 10.43



    

      THE
        EXECUTIVE NONQUALIFIED EXCESS PLANSM

       

      PLAN
        DOCUMENT 

      


      TABLE
        OF CONTENTS 

       

      THE
        EXECUTIVE NONQUALIFIED EXCESS PLANSM
        

      

        
          	
                  THE
                    EXECUTIVE NONQUALIFIED EXCESS PLANSM

                	1
	
                  Section
                    1. Purpose: 

                	
                  1

                
	
                  Section
                    2. Definitions: 

                	
                  1

                
	
                   

                	
                  2.1
                    "Active Participant" 

                	
                  1

                
	
                   

                	
                  2.2
                    "Adoption Agreement" 

                	
                  1

                
	
                   

                	
                  2.3
                    "Beneficiary" 

                	
                  1

                
	
                   

                	
                  2.4
                    "Board" 

                	
                  1

                
	
                   

                	
                  2.5
                    "Change in Control" 

                	
                  1

                
	
                   

                	
                  2.6
                    "Committee" 

                	
                  2

                
	
                   

                	
                  2.7
                    "Compensation" 

                	
                  2

                
	
                   

                	
                  2.8
                    "Crediting Date" 

                	
                  2

                
	
                   

                	
                  2.9
                    "Deferred Compensation Account" 

                	
                  3

                
	
                   

                	
                  2.10
                    "Disabled" 

                	
                  3

                
	
                   

                	
                  2.11
                    "Education Account" 

                	
                  3

                
	
                   

                	
                  2.12
                    "Effective Date" 

                	
                  3

                
	
                   

                	
                  2.13
                    "Employee" 

                	
                  3

                
	
                   

                	
                  2.14
                    "Employer" 

                	
                  3

                
	
                   

                	
                  2.15
                    "Employer Credits" 

                	
                  3

                
	
                   

                	
                  2.16
                    "Independent Contractor" 

                	
                  3

                
	
                   

                	
                  2.17
                    "In-Service Account" 

                	
                  4

                
	
                   

                	
                  2.18
                    "Normal Retirement Age" 

                	
                  4

                
	
                   

                	
                  2.19
                    "Participant" 

                	
                  4

                
	
                   

                	
                  2.20
                    "Participant Deferral Agreement" 

                	
                  4

                
	
                   

                	
                  2.21
                    "Participant Deferral Credits" 

                	
                  4

                
	
                   

                	
                  2.22
                    "Participating Employer" 

                	
                  4

                
	
                   

                	
                  2.23
                    "Performance-Based Compensation" 

                	
                  4

                
	
                   

                	
                  2.24
                    "Plan" 

                	
                  4

                
	
                   

                	
                  2.25
                    "Plan Administrator" 

                	
                  4

                
	
                   

                	
                  2.26
                    "Plan-Approved Domestic Relations Order" 

                	
                  4

                
	
                   

                	
                  2.27
                    "Plan Year" 

                	
                  6

                
	
                   

                	
                  2.28
                    "Qualifying Distribution Event" 

                	
                  6

                
	
                   

                	
                  2.29
                    "Retirement Account" 

                	
                  6

                
	
                   

                	
                  2.30
                    "Service" 

                	
                  6

                
	
                   

                	
                  2.31
                    "Service Bonus" 

                	
                  6

                
	
                   

                	
                  2.32
                    "Specified Employee" 

                	
                  6

                
	
                   

                	
                  2.33
                    "Spouse" or "Surviving Spouse" 

                	
                  6

                
	
                   

                	
                  2.34
                    "Student" 

                	
                  6

                
	
                   

                	
                  2.35
                    "Trust" 

                	
                  6

                
	
                   

                	
                  2.36
                    "Trustee" 

                	
                  6

                
	
                   

                	
                  2.37
                    "Unforeseeable Emergency" 

                	
                  7

                
	
                   

                	
                  2.38
                    "Years of Service" 

                	
                  7

                
	
                  Section
                    3. Participation: 

                	
                  7

                
	
                  Section
                    4. Credits to Deferred Compensation Account: 10

                	 
	
                   

                	
                  4.1
                    Participant Deferral Credits

                	
                  7

                
	
                   

                	
                  4.2
                    Employer Credits 

                	
                  9

                
	
                   

                	
                  4.3
                    Deferred Compensation Account 

                	
                  9

                
	
                  Section
                    5. Qualifying Distribution Events: 

                	
                  9

                
	
                   

                	
                  5.1
                    Separation from Service 12

                	 
	
                   

                	
                  5.2
                    Disability 

                	
                  9

                
	
                   

                	
                  5.3
                    Death 

                	
                  9

                
	
                   

                	
                  5.4
                    In-Service Distributions 

                	
                  9

                
	
                   

                	
                  5.5
                    Education Distributions 

                	
                  10

                
	
                   

                	
                  5.6
                    Change in Control 

                	
                  10

                
	
                   

                	
                  5.7
                    Unforeseeable Emergency 

                	
                  10

                
	
                  Section
                    6. Qualifying Distribution Events Payment Options: 

                	
                  11

                
	
                   

                	
                  6.1
                    Payment Options 

                	
                  11

                
	
                   

                	
                  6.2
                    De Minimis Amounts 15

                	 
	
                   

                	
                  6.3
                    Subsequent Elections 

                	
                  12

                
	
                   

                	
                  6.4
                    Acceleration Prohibited 

                	
                  12

                
	
                  Section
                    7. Vesting: 

                	
                  13

                
	
                  Section
                    8. Accounts; Deemed Investment; Adjustments to Account: 

                	
                  14

                
	
                   

                	
                  8.1
                    Accounts 

                	
                  14

                
	
                   

                	
                  8.2
                    Deemed Investments 

                	
                  14

                
	
                   

                	
                  8.3
                    Adjustments to Deferred Compensation Account 

                	
                  14

                
	
                  Section
                    9. Administration by Committee: 

                	
                  15

                
	
                   

                	
                  9.1
                    Membership of Committee 

                	
                  15

                
	
                   

                	
                  9.2
                    Committee Officers; Subcommittee 

                	
                  15

                
	
                   

                	
                  9.3
                    Committee Meetings 

                	
                  15

                
	
                   

                	
                  9.4
                    Transaction of Business 

                	
                  15

                
	
                   

                	
                  9.5
                    Committee Records 

                	
                  15

                
	
                   

                	
                  9.6
                    Establishment of Rules 

                	
                  15

                
	
                   

                	
                  9.7
                    Conflicts of Interest 

                	
                  15

                
	
                   

                	
                  9.8
                    Correction of Errors 

                	
                  15

                
	
                   

                	
                  9.9
                    Authority to Interpret Plan 

                	
                  15

                
	
                   

                	
                  9.10
                    Third Party Advisors 

                	
                  16

                
	
                   

                	
                  9.11
                    Compensation of Members 

                	
                  16

                
	
                   

                	
                  9.12
                    Expense Reimbursement 

                	
                  16

                
	
                   

                	
                  9.13
                    Indemnification 

                	
                  16

                
	
                  Section
                    10. Contractual Liability; Trust: 

                	
                  16

                
	
                   

                	
                  10.1
                    Contractual Liability 

                	
                  16

                
	
                   

                	
                  10.2
                    Trust 

                	
                  16

                
	
                  Section
                    11. Allocation of Responsibilities:

                	
                
	
                   

                	
                  11.1
                    Board 

                	
                  17

                
	
                   

                	
                  11.2
                    Committee 

                	
                  17

                
	
                   

                	
                  11.3
                    Plan Administrator 

                	
                  17

                
	
                  Section
                    12. Benefits Not Assignable; Facility of Payments: 

                	
                  17

                
	
                   

                	
                  12.1
                    Benefits Not Assignable 

                	
                  17

                
	
                  12.2
                    Plan-Approved Domestic Relations Orders

                	17
	
                   

                	
                  12.3
                    Payments to Minors and Others 

                	
                  20

                
	
                  Section
                    13. Beneficiary:

                	
                
	
                  Section
                    14. Amendment and Termination of Plan: 

                	
                  22

                
	
                   

                	
                  14.1
                    Termination in the Discretion of the Employer 

                	
                  22

                
	
                   

                	
                  14.2
                    Termination Upon Change in Control 

                	
                  22

                
	
                   

                	
                  14.3
                    Termination On or Before December 31, 2005 

                	
                  22

                
	
                   

                	
                  14.4
                    No Financial Triggers 

                	
                  23

                
	
                  Section
                    15. Communication to Participants: 

                	
                  23

                
	
                  Section
                    16. Claims Procedure: 

                	
                  23

                
	
                   

                	
                  16.1
                    Filing of a Claim for Benefits 

                	
                  23

                
	
                   

                	
                  16.2
                    Notification to Claimant of Decision 

                	
                  23

                
	
                   

                	
                  16.3
                    Procedure for Review 

                	
                  23

                
	
                   

                	
                  16.4
                    Decision on Review 

                	
                  23

                
	
                   

                	
                  16.5
                    Action by Authorized Representative of Claimant 

                	
                  23

                
	
                  Section
                    17. Miscellaneous Provisions: 

                	
                  24

                
	
                   

                	
                  17.1
                    Set off 

                	
                  24

                
	
                   

                	
                  17.2
                    Notices 

                	
                  24

                
	
                   

                	
                  17.3
                    Lost Distributees 

                	
                  24

                
	
                   

                	
                  17.4
                    Reliance on Data 

                	
                  24

                
	
                   

                	
                  17.5
                    Receipt and Release for Payments 

                	
                  24

                
	
                   

                	
                  17.6
                    Headings 

                	
                  25

                
	
                   

                	
                  17.7
                    Continuation of Employment 

                	
                  25

                
	
                   

                	
                  17.8
                    Merger or Consolidation; Assumption of Plan 

                	
                  25

                
	
                   

                	
                  17.9
                    Construction 

                	
                  25

                


        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      THE
        EXECUTIVE NONQUALIFIED EXCESS PLANSM

       

       

      Section
        1. Purpose: 

       

      By
        execution of the Adoption Agreement, the Employer has adopted the Plan set
        forth
        herein to provide a means by which certain management Employees or Independent
        Contractors of the Employer may elect to defer receipt of current Compensation
        from the Employer in order to provide retirement and other benefits on behalf
        of
        such Employees or Independent Contractors of the Employer, as selected in
        the
        Adoption Agreement. The Plan is intended to be a nonqualified deferred
        compensation plan that complies with the provisions of Section 409A of the
        Internal Revenue Code (the “Code”). The Plan is intended to be an unfunded plan
        maintained primarily for the purpose of providing deferred compensation benefits
        for a select group of management or highly compensated employees under Sections
        201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security
        Act
        of 1974 and independent contractors. 

       

      Section
        2. Definitions: 

       

      As
        used in
        the Plan, including this Section 2, references to one gender shall include
        the
        other and, unless otherwise indicated by the context: 

      


      2.1
        “Active Participant”
        means,
        with respect to any day or date, a Participant who is in Service on such
        day or
        date; provided, that a Participant shall cease to be an Active Participant
        immediately upon a determination by the Committee that the Participant has
        ceased to be an Employee or Independent Contractor, or that the Participant
        no
        longer meets the eligibility requirements of the Plan. 

      


      2.2
        “Adoption Agreement”
        means the
        written agreement pursuant to which the Employer adopts the Plan. The Adoption
        Agreement is a part of the Plan as applied to the Employer. 

      


      2.3
        “Beneficiary”
        means the
        person, persons, entity or entities designated or determined pursuant to
        the
        provisions of Section 13 of the Plan. 

       

      2.4
        “Board”
        means the
        Board of Directors of the Employer, if the Employer is a corporation. If
        the
        Employer is not a corporation, “Board” shall mean the Employer. 

       

      2.5
        “Change in Control” of
        a
        corporation (or, to the extent permitted in this Section 2.5, a partnership
        or
        other entity) shall occur on the earliest of the following events: 

       

      2.5.1
        Change in Ownership: A change in 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 50% of the total fair market value
        or
        total voting power of the stock of the corporation, excluding the acquisition
        of
        additional stock by a person or more than one person acting as a group who
        is
        considered to own more than 50% of the total fair market value or total voting
        power of the stock of the corporation. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2.5.2
        Change in Effective Control: A change in 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 12-month period ending on the date of the most recent acquisition
        by
        such person or persons) ownership of stock of the corporation possessing
        35% or
        more of the total voting power of the stock of the corporation; or 

        

        (ii)
        A
        majority of the members of the board of directors of the corporation is replaced
        during any 12-month period by directors whose appointment or election is
        not
        endorsed by a majority of the members of the board of directors prior to
        the
        date of the appointment or election; provided, that this paragraph (ii) shall
        apply only to a corporation for which no other corporation is a majority
        shareholder. 

      


      2.5.3
        Change in Ownership of Substantial 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, acquires (or has acquired
        during the 12-month period ending on the date of the most recent acquisition
        by
        such person or persons) assets from the corporation that have a total gross
        fair
        market value equal to or more than 40% of the total gross fair market value
        of
        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, or the value of the assets being disposed of,
        determined without regard to any liabilities associated with such assets.
        

       

      For
        this
        purpose, the Change in Control must relate to (i) a corporation that is the
        Employer of the Participant; (ii) a corporation that is liable for the payment
        of benefits under this Plan; (iii) a corporation that is a majority shareholder
        of the corporation described in (i) or (ii); or (iv) any corporation in a
        chain
        of corporations in which each corporation is a majority shareholder of another
        corporation in the chain, ending with the corporation described in (i) or
        (ii).
        To the extent provided in regulations and administrative guidance promulgated
        under Section 409A of the Code, the provisions of this Section 2.5 may be
        applied to changes in the ownership of a partnership and changes in the
        ownership of a substantial portion of the assets of a partnership. A Change
        in
        Control shall not be deemed to have occurred until a majority of the members
        of
        the Board receive written certification from the Committee that one of the
        events set forth in this Section 2.5 has occurred. The occurrence of an event
        described in this Section 2.5 must be objectively determinable by the Committee
        and, if made in good faith on the basis of information available at the time,
        such determination shall be conclusive and binding on the Committee, the
        Employer, the Participants and their Beneficiaries for all purposes of the
        Plan.


      


      2.6
        “Committee”
        means the
        person designated in the Adoption Agreement. If the Committee designated
        in the
        Adoption Agreement is unable to serve, the Employer shall satisfy the duties
        of
        the Committee provided for in Section 9. 

      


      2.7
        “Compensation”
        shall
        have the meaning designated in the Adoption Agreement. 

      


      2.8
        “Crediting Date”
        means the
        date designated in the Adoption Agreement for crediting the amount of any
        Participant Deferral Credits to the Deferred Compensation Account of a
        Participant. Employer Credits may be credited to the Deferred Compensation
        Account of a Participant on any day that securities are traded on a national
        securities exchange. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.9
        “Deferred Compensation Account”
        means the
        account maintained with respect to each Participant under the Plan. The Deferred
        Compensation Account shall be credited with Participant Deferral Credits
        and
        Employer Credits, credited or debited for deemed investment gains or losses,
        and
        adjusted for payments in accordance with the rules and elections in effect
        under
        Section 8. The Deferred Compensation Account of a Participant shall include
        any
        In-Service Account or Education Account of the Participant, if applicable.
        

      


      2.10
        “Disabled”
        means a
        Participant who is unable to engage in any substantial gainful activity by
        reason of any medically determinable physical or mental impairment which
        can be
        expected to result in death or can be expected to last for a continuous period
        of not less than 12 months, or is, by reason of any medically determinable
        physical or mental impairment which can be expected to result in death or
        can be
        expected to last for a continuous period of not less than 12 months, receiving
        income replacement benefits for a period of not less than three months under
        an
        accident and health plan covering Employees of the Employer. 

      


      2.11
        “Education Account”
        means a
        separate account to be kept for each Participant that has elected to take
        education distributions as described in Section 5.5. The Education Account
        shall
        be adjusted in the same manner and at the same time as the Deferred Compensation
        Account under Section 8 and in accordance with the rules and elections in
        effect
        under Section 8. 

      


      2.12
        “Effective Date”
        shall be
        the date designated in the Adoption Agreement as of which the Plan first
        becomes
        effective. Notwithstanding the foregoing, any amounts credited to the account
        of
        a Participant pursuant to the terms of a predecessor plan of the Employer
        which
        are not earned and vested before January 1, 2005, shall be subject to the
        terms
        of this Plan. 

      


      2.13
        “Employee”
        means an
        individual in the Service of the Employer if the relationship between the
        individual and the Employer is the legal relationship of employer and employee
        and if the individual is a highly compensated or management employee of the
        Employer. An individual shall cease to be an Employee upon the Employee’s
        termination of Service. 

      2.14
        “Employer”
        means the
        Employer identified in the Adoption Agreement, and any Participating Employer
        which adopts this Plan. The Employer may be a corporation, a limited liability
        company, a partnership or sole proprietorship. All references herein to the
        Employer shall include each trade or business (whether or not incorporated)
        that
        is required to be aggregated with the Employer under rules similar to
        subsections (b) and (c) of Section 414 of the Code. 

      


      2.15
        “Employer Credits”
        means the
        amounts credited to the Participant’s Deferred Compensation Account by the
        Employer pursuant to the provisions of Section 4.2. 

      


      2.16
        “Independent Contractor”
        means an
        individual in the Service of the Employer if the relationship between the
        individual and the Employer is not the legal relationship of employer and
        employee. An individual shall cease to be an Independent Contractor upon
        the
        termination of the Independent Contractor’s Service. An Independent Contractor
        shall include a director of the Employer who is not an Employee. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.17
        “In-Service Account”
        means a
        separate account to be kept for each Participant that has elected to take
        in-service distributions as described in Section 5.4. The In-Service Account
        shall be adjusted in the same manner and at the same time as the Deferred
        Compensation Account under Section 8 and in accordance with the rules and
        elections in effect under Section 8. 

      


      2.18
        “Normal Retirement Age”
        of a
        Participant means the age designated in the Adoption Agreement. 

      


      2.19
        “Participant”
        means
        with respect to any Plan Year an Employee or Independent Contractor who has
        been
        designated by the Committee as a Participant and who has entered the Plan
        or who
        has a Deferred Compensation Account under the Plan. 

      


      2.20
        “Participant Deferral Agreement”
        means a
        written agreement entered into between a Participant and the Employer pursuant
        to the provisions of Section 4.1 

      


      2.21
        “Participant Deferral Credits”
        means the
        amounts credited to the Participant’s Deferred Compensation Account by the
        Employer pursuant to the provisions of Section 4.1. 

      


      2.22
        “Participating Employer”
        means any
        trade or business (whether or not incorporated) which adopts this Plan with
        the
        consent of the Employer identified in the Adoption Agreement. 

      


      2.23
        “Performance-Based Compensation”
        means
        compensation where the amount of, or entitlement to, the compensation is
        contingent on the satisfaction of preestablished organizational or individual
        performance criteria relating to a performance period of at least twelve
        months
        in which the service provider performs services. Organizational or individual
        performance criteria are considered preestablished if established in writing
        at
        least 90 days after the commencement of the period of service to which the
        criteria relates, provided that the outcome is substantially uncertain at
        the
        time the criteria are established. Performance-based compensation may include
        payments based upon subjective performance criteria in accordance as provided
        in
        regulations and administrative guidance promulgated under Section 409A of
        the
        Code. 

      


      2.24
        “Plan”
        means The
        Executive Nonqualified Excess Plan, as herein set out or as duly amended.
        The
        name of the Plan as applied to the Employer shall be designated in the Adoption
        Agreement. 

      


      2.25
        “Plan Administrator”
        means the
        person designated in the Adoption Agreement. If the Plan Administrator
        designated in the Adoption Agreement is unable to serve, the Employer shall
        be
        the Plan Administrator. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      2.26
        “Plan-Approved Domestic Relations Order”
        shall
        mean a court order that is lawfully directed to this Plan and that is served
        upon the Plan Administrator before the Participant receives a distribution
        of
        his benefit that pursuant to a state domestic relations law creates or
        recognizes the existence of the right of an alternate payee to receive all
        or a
        portion of a Participant’s benefit and that meets all of the following
        requirements. An order shall not be a Plan-Approved Domestic Relations Order
        unless the Plan Administrator determines that the court order on its face
        and
        without reference to any other document states all of the following:


       

      (a)
        The
        court order expressly states that it relates to the provision of child support,
        alimony, or marital property rights to a spouse, former spouse, or child
        of a
        Participant and is made pursuant to State domestic relations law. 

       

      (b)
        The
        court order clearly and unambiguously specifies that it refers to this Plan.
          

       

      (c)
        The
        court order clearly and unambiguously specifies the name of the Participant’s
        Employer. 

       

      (d)
        The
        court order clearly specifies: the name, mailing address, and social security
        number of the Participant; and the name, mailing address, and social security
        number of each alternate payee. 

       

      (e)
        The
        court order clearly specifies the amount or percentage, or the manner in
        which
        the amount or percentage is to be determined, of the Participant’s benefit to be
        paid to or segregated for the separate account of the alternate payee.


       

      (f)
        The
        court order expressly states that the alternate payee’s segregated account shall
        bear all fees and expenses as though the alternate payee were a Participant.
        

       

      (g)
        The
        court order clearly specifies that any distribution to the alternate payee
        becomes payable only after a Qualifying Distribution Event of the Participant
        and only upon the alternate payee’s written claim made to the Administrator.


       

      (h)
        The
        court order clearly specifies that any distribution to any alternate payee
        shall
        be payable only as a lump sum. 

       

      (i)
        The
        court order expressly states that it does not require this Plan to provide
        any
        type or form of benefit or any option not otherwise provided under this Plan.
        

       

      (j)
        The
        court order expressly states that the order does not require this Plan to
        provide increased benefits. 

       

      (k)
        The
        court order expressly states that any provision of it that would have the
        effect
        of requiring any distribution to an alternate payee of deferred compensation
        that is required to be paid to another person under any court order is void.
        

       

      (l)
        The
        court order expressly states that nothing in the order shall have any effect
        concerning any party’s tax treatment, and that nothing in the order shall direct
        any person’s tax reporting or withholding. 

       

      An
        order
        shall not be a Plan-approved Domestic Relations Order if it includes any
        provision that does not relate to this Plan. Without limiting the comprehensive
        effect of the preceding sentence, an order shall not be a Plan-Approved Domestic
        Relations Order if the order includes any provision relating to any pension
        plan, retirement plan, deferred compensation plan, health plan, welfare benefit
        plan, or employee benefit plan other than this Plan. An order shall not be
        a
        Plan-Approved Domestic Relations Order unless the order provides for only
        one
        alternate payee. An order shall not be a Plan-Approved Domestic Relations
        Order
        if the order includes any provision that would permit the alternate payee
        to
        designate any beneficiary for any purpose. However, an order does not fail
        to
        qualify as a Plan-approved Domestic Relations Order because it provides that
        any
        rights not paid before the alternate payee’s death shall be payable to the duly
        appointed and then-currently serving personal representative of the alternate
        payee’s estate. The Plan Administrator may assume that the alternate payee named
        by the court order is a proper payee and need not inquire into whether the
        person named is a spouse or former spouse or child of the Participant.


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      2.27
        “Plan Year”
        means the
        twelve-month period ending on the last day of the month designated in the
        Adoption Agreement; provided, that the initial Plan Year may have fewer than
        twelve months. 

      


      2.28
        “Qualifying Distribution Event”
        means (i)
        the separation from Service of the Participant, (ii) the date the Participant
        becomes Disabled, (iii) the death of the Participant, 

      (iv)
        the
        time specified by the Participant for an in-service or education distribution,
        (v) a Change in Control, or (vi) an Unforeseeable Emergency, each to the
        extent
        provided in Section 5. 

      


      2.29
        “Retirement Account”
        means the
        portion of the Deferred Compensation Account of a Participant, excluding
        any
        In-Service Account or any Education Account. The Retirement Account shall
        be
        adjusted in the same manner and at the same time as the Deferred Compensation
        Account under Section 8 and in accordance with the rules and regulations
        in
        effect under Section 8. 

      


      2.30
        “Service”
        means
        employment by the Employer as an Employee. For purposes of the Plan, the
        employment relationship is treated as continuing intact while the Employee
        is on
        military leave, sick leave, or other bona fide leave of absence if the period
        of
        such leave does not exceed six months, or if longer, so long as the Employee’s
        right to reemployment is provided either by statue or contract. If the
        Participant is an Independent Contractor, “Service” shall mean the period during
        which the contractual relationship exists between the Employer and the
        Participant. The contractual relationship is not terminated if the Participant
        anticipates a renewal of the contract or becomes an Employee. 

      


      2.31
        “Service Bonus”
        means any
        bonus paid to a Participant by the Employer which is not Performance-Based
        Compensation. 

      


      2.32
        “Specified Employee” means
        an
        employee who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii)
        of
        the Code (applied in accordance with the regulations thereunder and without
        regard to Section 416(i)(5) of the Code) at any time during the twelvemonth
        period ending on December 31 of each year (the “identification date”). If the
        person is a key employee as of any identification date, the person is treated
        as
        a Specified Employee for the twelve-month period beginning on the first day
        of
        the fourth month following the identification date. 

      


      2.33
        “Spouse” or “Surviving Spouse”
        means,
        except as otherwise provided in the Plan, a person who is the legally married
        spouse or surviving spouse of a Participant. 

      


      2.34
        “Student”
        means the
        individual designated by the Participant in the Participant Deferral Agreement
        with respect to whom the Participant will create an Education Account.


      


      2.35
        “Trust”
        means the
        trust fund established pursuant to Section 10.2, if designated by the Employer
        in the Adoption Agreement. 

      


      2.36
        “Trustee”
        means the
        trustee, if any, named in the agreement establishing the Trust and such
        successor or additional trustee as may be named pursuant to the terms of
        the
        agreement establishing the Trust. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      2.37
        “Unforeseeable Emergency”
        means a
        severe financial hardship to the Participant resulting from a sudden or
        unexpected illness or accident of the Participant, the Participant’s Spouse or
        dependent (as defined in Section 152(a) of the Code), 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. 

      


      2.38
        “Years of Service”
        means
        each Plan Year of Service completed by the Participant. For vesting purposes,
        Years of Service shall be calculated from the date designated in the Adoption
        Agreement. 

       

      Section
        3. Participation: 

       

      


      The
        Committee in its discretion shall designate each Employee or Independent
        Contractor who is eligible to participate in the Plan. An Employee or
        Independent Contractor designated by the Committee as a Participant who has
        not
        otherwise entered the Plan shall enter the Plan and become a Participant
        as of
        the date determined by the Committee. A Participant who separates from Service
        with the Employer and who later returns to Service will not be an Active
        Participant under the Plan except upon satisfaction of such terms and conditions
        as the Committee shall establish upon the Participant’s return to Service,
        whether or not the Participant shall have a balance remaining in the Deferred
        Compensation Account under the Plan on the date of the return to Service.
        

       

      Section
        4. Credits to Deferred Compensation Account: 

       

      


      4.1
        Participant Deferral Credits.
        To the
        extent provided in the Adoption Agreement, each Active Participant may elect,
        by
        entering into a Participant Deferral Agreement with the Employer, to defer
        the
        receipt of Compensation from the Employer by a dollar amount or percentage
        specified in the Participant Deferral Agreement. The amount of the Participant
        Deferral Credit shall be credited by the Employer to the Deferred Compensation
        Account maintained for the Participant pursuant to Section 8. The following
        special provisions shall apply with respect to the Participant Deferral Credits
        of a Participant: 

       

      4.1.1
        The
        Employer shall credit to the Participant’s Deferred Compensation Account on each
        Crediting Date an amount equal to the total Participant Deferral Credit for
        the
        period ending on such Crediting Date. 

      


      4.1.2
        An
        election pursuant to this Section 4.1 shall be made by the Participant by
        executing and delivering a Participant Deferral Agreement to the Committee.
        Except as otherwise provided in this Section 4.1, the Participant Deferral
        Agreement shall become effective with respect to such Participant as of the
        first day of January following the date such Participant Deferral Agreement
        is
        received by the Committee. A Participant’s election may be changed at any time
        prior to the last permissible date for making the election as permitted in
        this
        Section 4.1, and shall thereafter be irrevocable. The election of a Participant
        shall continue in effect for subsequent years until modified by the Participant
        as permitted in this Section 4.1, or until the earlier of the date the
        Participant separates from Service or ceases to be an Active Participant
        under
        the Plan. 

      


      4.1.3
        In
        the case of the first year in which the Participant becomes eligible to
        participate in the Plan, the Participant may execute and deliver a Participant
        Deferral Agreement to the Committee within 30 days after the date the
        Participant enters the Plan to be effective as of the first payroll period
        next
        following the date the Participant Deferral Agreement is received by the
        Committee. For Compensation that is earned based upon a specified performance
        period (for example, an annual bonus), where a deferral election is made
        in the
        first year of eligibility but after the beginning of the service period,
        the
        election will be deemed to apply to Compensation paid for services subsequent
        to
        the election if the election applies to the portion of the Compensation equal
        to
        the total amount of the Compensation for the service 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. 

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      4.1.4
        A
        Participant may unilaterally modify a Participant Deferral Agreement (either
        to
        terminate, increase or decrease the portion of his future Compensation which
        is
        subject to deferral within the percentage limits set forth in Section 4.1
        of the
        Adoption Agreement) by providing a written modification of the Participant
        Deferral Agreement to the Employer. The modification shall become effective
        as
        of the first day of January following the date such written modification
        is
        received by the Committee. Notwithstanding the foregoing, at any time during
        the
        calendar year 2005, a Participant may terminate a Participant Deferral
        Agreement, or modify a Participant Deferral Agreement to reduce the amount
        of
        Compensation subject to the deferral election, so long as the Compensation
        subject to the terminated or modified Participant Deferral Agreement is
        includible in the income of the Participant in calendar year 2005 or, if
        later,
        in the taxable year in which the amounts are earned and vested. 

      


      4.1.5
        If
        the Participant performed services continuously from a date no later than
        the
        date upon which the performance criteria are established through a date no
        earlier than the date upon which the Participant makes an initial deferral
        election, a Participant Deferral Agreement relating to the deferral of
        Performance-Based Compensation may be executed and delivered to the Committee
        no
        later than the date which is 6 months prior to the end of the performance
        period, provided that in no event may an election to defer Performance-Based
        Compensation be made after such Compensation has become both substantially
        

      certain
        to
        be paid and readily ascertainable. 

      


      4.1.6
        If
        the Employer has a fiscal year other than the calendar year, Compensation
        relating to service in the fiscal year of the Employer (such as a bonus based
        on
        the fiscal year of the Employer), of which no amount is paid or payable during
        the fiscal year, may be deferred at the Participant’s election only if the
        election to defer is made not later than the close of the Employer’s fiscal year
        next preceding the first fiscal year in which the Participant performs any
        services for which such Compensation is payable. 

      4.1.7
        Compensation payable after the last day of the Participant’s taxable year solely
        for services provided during the final payroll period containing the last
        day of
        the Participant’s taxable year (i.e., December 31) is treated for purposes of
        this Section 4.1 as Compensation for services performed in the subsequent
        taxable year. 

      


      4.1.8
        The
        Committee may from time to time establish policies or rules consistent with
        the
        requirements of Section 409A of the Code to govern the manner in which
        Participant Deferral Credits may be made. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      4.1.9
        The
        requirements of Section 4.1.2 relating to the timing of the Participant Deferral
        Agreement shall not apply to any deferral elections made on or before March
        15,
        2005, provided that (a) the amounts to which the deferral election relate
        have
        not been paid or become payable at the time of the election, 

      (b)
        the
        Plan was in existence on or before December 31, 2004, (c) the election to
        defer
        compensation is made in accordance with the terms of the Plan as in effect
        on
        December 31, 2005 (other than a requirement to make a deferral election after
        March 15, 2005), (d) the Plan is otherwise operated in accordance with the
        requirements of Section 409A of the Code, and (e) the Plan is amended to
        comply
        with Section 409A in accordance with Q&A 19 of Notice 2005-1. 

      


      4.2
        Employer Credits.
        If
        designated by the Employer in the Adoption Agreement, the Employer shall
        cause
        the Committee to credit to the Deferred Compensation Account of each Active
        Participant an Employer Credit as determined in accordance with the Adoption
        Agreement. 

       

      4.3
        Deferred Compensation Account.
        All
        Participant Deferral Credits and Employer Credits shall be credited to the
        Deferred Compensation Account of the Participant.
        

       

      Section
        5. Qualifying Distribution Events: 

       

      


      5.1
        Separation from Service.
        If the
        Participant separates from Service with the Employer, the vested balance
        in the
        Deferred Compensation Account shall be paid to the Participant by the Employer
        as provided in Section 6. Notwithstanding the foregoing, no distribution
        shall
        be made earlier than six months after the date of separation from Service
        (or,
        if earlier, the date of death) with respect to a Participant who is a Specified
        Employee of a corporation the stock in which is traded on an established
        securities market or otherwise. Any payments to which a Specified Employee
        would
        be entitled during the first six months following the date of separation
        from
        Service shall be accumulated and paid on the first day of the seventh month
        following the date of separation from service. 

      


      5.2
        Disability.
        If the
        Participant becomes Disabled while in Service, the vested balance in the
        Deferred Compensation Account shall be paid to the Participant by the Employer
        as provided in Section 6. 

      


      5.3
        Death.
        If the
        Participant dies while in Service, the Employer shall pay a benefit to the
        Participant’s Beneficiary in the amount designated in the Adoption Agreement.
        Payment of such benefit shall be made by the Employer as provided in Section
        6.
        If a Participant dies following his separation from Service for any reason,
        and
        before all payments under the Plan have been made, the vested balance in
        the
        Deferred Compensation Account shall be paid by the Employer to the Participant’s
        Beneficiary in a single lump sum. 

      


      5.4
        In-Service Distributions.
        If the
        Employer designates in the Adoption Agreement that in-service distributions
        are
        permitted under the Plan, a Participant may designate in the Participant
        Deferral Agreement to have a specified amount credited to the Participant’s
        In-Service Account for in-service distributions at the later of the date
        specified by the Participant or as specified in the Adoption Agreement. In
        no
        event may an in-service distribution be made prior to two years following
        the
        establishment of the In-Service Account of the Participant. If the Participant
        elects to receive in-service distributions in annual installment payments,
        the
        payment of each annual installment shall be made on the anniversary of the
        date
        of the first installment payment, and the amount of the annual installment
        shall
        be adjusted on such anniversary for credits or debits to the Participant’s
        account pursuant to Section 8 of the Plan. Such adjustment shall be made
        by
        dividing the balance in the In-Service Account on such date by the number
        of
        annual installments remaining to be paid hereunder; provided that the last
        annual installment due under the Plan shall be the entire amount credited
        to the
        Participant’s In-Service Account on the date of payment. Notwithstanding the
        foregoing, if a Participant incurs a Qualifying Distribution Event prior
        to the
        date on which the entire balance in the In-Service Account has been distributed,
        then the balance in the In-Service Account on the date of the Qualifying
        Distribution Event shall be distributed to the Participant in the same manner
        and at the same time as the balance in the Deferred Compensation Account
        is
        distributed under Section 6 and in accordance with the rules and elections
        in
        effect under Section 6.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.5
        Education Distributions.
        If the
        Employer designates in the Adoption Agreement that education distributions
        are
        permitted under the Plan, a Participant may designate in the Participant
        Deferral Agreement to have a specified amount credited to the Participant’s
        Education Account for education distributions at the later of the date specified
        by the Participant or the date specified in the Adoption Agreement. If the
        Participant designates more than one Student, the Education Account will
        be
        divided into a separate Education Account for each Student, and the Participant
        may designate in the Participant Deferral Agreement the percentage or dollar
        amount to be credited to each Education Account. In the absence of a clear
        designation, all credits made to the Education Account shall be equally
        allocated to each Education Account. The Employer shall pay to the Participant
        the balance in the Education Account with respect to the Student at the time
        and
        in the manner designated by the Participant in the Participant Deferral
        Agreement. If the Participant elects to receive education distributions in
        annual installment payments, the payment of each annual installment shall
        be
        made on the anniversary of the date of the first installment payment, and
        the
        amount of the annual installment shall be adjusted on such anniversary for
        credits or debits to the Participant’s Education Account pursuant to Section 8
        of the Plan. Such adjustment shall be made by dividing the balance in the
        Education Account on such date by the number of annual installments remaining
        to
        be paid hereunder; provided that the last annual installment due under the
        Plan
        shall be the entire amount credited to the Participant’s Education Account on
        the date of payment. Notwithstanding the foregoing, if the Participant incurs
        a
        Qualifying Distribution Event prior to the date on which the entire balance
        of
        the Education Account has been distributed, then the balance in the Education
        Account on the date of the Qualifying Distribution Event shall be distributed
        to
        the Participant in the same manner and at the same time as the Deferred
        Compensation Account is distributed under Section 6 and in accordance with
        the
        rules and elections in effect under Section 6. 

      


      5.6
        Change in Control.
        If the
        Employer designates in the Adoption Agreement that distributions are permitted
        under the Plan in the event of a Change in Control, the Participant may
        designate in the Participant Deferral Agreement to have the vested balance
        in
        the Deferred Compensation Account paid to the Participant upon a Change in
        Control by the Employer as provided in Section 6. 

      


      5.7
        Unforeseeable Emergency.
        A
        distribution from the Deferred Compensation Account may be made to a Participant
        in the event of an Unforeseeable Emergency, subject to the following provisions:
        

       

      5.7.1
        A
        Participant may, at any time prior to his separation from Service for any
        reason, make application to the Committee to receive a distribution in a
        lump
        sum of all or a portion of the vested balance in the Deferred Compensation
        Account (determined as of the date the distribution, if any, is made under
        this
        Section 5.7) because of an Unforeseeable Emergency. A distribution because
        of an
        Unforeseeable Emergency shall not exceed the amount required to satisfy the
        Unforeseeable Emergency plus amounts necessary to pay taxes reasonably
        anticipated as a result of such distribution, after taking into account the
        extent to which the Unforeseeable Emergency may be relieved through
        reimbursement or compensation by insurance or otherwise or by liquidation
        of the
        Participant’s assets (to the extent the liquidation of such assets would not
        itself cause severe financial hardship). 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.7.2
        The
        Participant’s request for a distribution on account of Unforeseeable Emergency
        must be made in writing to the Committee. The request must specify the nature
        of
        the financial hardship, the total amount requested to be distributed from
        the
        Deferred Compensation Account, and the total amount of the actual expense
        incurred or to be incurred on account of the Unforeseeable Emergency.


       

      5.7.3
        If a
        distribution under this Section 5.7 is approved by the Committee, such
        distribution will be made as soon as practicable following the date it is
        approved. The processing of the request shall be completed as soon as
        practicable from the date on which the Committee receives the properly completed
        written request for a distribution on account of an Unforeseeable Emergency.
        A
        distribution due to Unforeseeable Emergency shall not affect any deferral
        election previously made by the Participant. If a Participant’s separation from
        Service occurs after a request is approved in accordance with this Section
        5.7.3, but prior to distribution of the full amount approved, the approval
        of
        the request shall be automatically null and void and the benefits which the
        Participant is entitled to receive under the Plan shall be distributed in
        accordance with the applicable distribution provisions of the Plan.


       

      5.7.4
        The
        Committee may from time to time adopt additional policies or rules consistent
        with the requirements of Section 409A of the Code to govern the manner in
        which
        such distributions may be made so that the Plan may be conveniently
        administered. 

       

      Section
        6. Qualifying Distribution Events Payment Options: 

       

      


      6.1
        Payment Options.
        The
        Employer shall designate in the Adoption Agreement the payment options which
        may
        be elected by the Participant. The Participant shall elect in the Participant
        Deferral Agreement the method under which the vested balance in the Deferred
        Compensation Account will be distributed from among the designated payment
        options. Payment shall be made in the manner elected by the Participant and
        shall commence upon the date of the Qualifying Distribution Event. A payment
        shall be treated as made upon the date of the Qualifying Distribution Event
        if
        it is made on such date or a later date within the same calendar year or,
        if
        later, by the 15th day of the third calendar month following the Qualifying
        Distribution Event. A payment may be further delayed to the extent permitted
        in
        accordance with regulations and guidance under Section 409A of the Code.
        The
        Participant may elect a different method of payment for each Qualifying
        Distribution Event as specified in the Adoption Agreement. If the Participant
        elects the installment payment option, the payment of each annual installment
        shall be made on the anniversary of the date of the first installment payment,
        and the amount of the annual installment shall be adjusted on such anniversary
        for credits or debits to the Participant’s account pursuant to Section 8 of the
        Plan. Such adjustment shall be made by dividing the balance in the Deferred
        Compensation Account on such date by the number of annual installments remaining
        to be paid hereunder; provided that the last annual installment due under
        the
        Plan shall be the entire amount credited to the Participant’s account on the
        date of payment. In the event the Participant fails to make a valid election
        of
        the payment method, the distribution will be made in a single lump sum payment
        upon the Qualifying Distribution Event. Notwithstanding the provisions of
        Sections 6.3 or 6.4 of the Plan, a Participant may elect on or before December
        31, 2006, the method of payment of amounts subject to Section 409A of the
        Code
        provided that such election applies only to amounts that would not otherwise
        be
        payable in 2006 and does not cause an amount to paid in 2006 that would not
        otherwise be payable in such year. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.2
        De Minimis Amounts. Notwithstanding
        any payment election made by the Participant, the vested balance in the Deferred
        Compensation Account of the Participant will be distributed in a single lump
        sum
        payment if the payment accompanies the termination of the Participant’s entire
        interest in the Plan and the amount of such payment does not exceed the amount
        designated by the Employer in the Adoption Agreement. Such payment shall
        be made
        on or before the later of (i) December 31 of the calendar year in which the
        Participant separates from Service from the Employer, or (ii) the date that
        is
        2-1/2 months after the Participant separates from Service from the Employer.
        

      


      6.3
        Subsequent Elections.
        With the
        consent of the Committee, a Participant may delay or change the method of
        payment of the Deferred Compensation Account subject to the following
        requirements: 

       

      6.3.1
        The
        new election may not take effect until at least 12 months after the date
        on
        which the new election is made. 

       

      6.3.2
        If
        the new election relates to a payment for a Qualifying Distribution Event
        other
        than the death of the Participant, the Participant becoming Disabled, or
        an
        Unforeseeable Emergency, the new election must provide for the deferral of
        the
        first payment for a period of at least five years from the date such payment
        would otherwise have been made. 

       

      6.3.3
        If
        the new election relates to a payment from the In-Service Account or Education
        Account, the new election must be made at least 12 months prior to the date
        of
        the first scheduled payment from such account. 

      


      For
        purposes of this Section 6.3 and Section 6.4, a payment is each separately
        identified amount to which the Participant is entitled under the Plan; provided,
        that entitlement to a series of installment payments is treated as the
        entitlement to a single payment. 

      


      6.4
        Acceleration Prohibited.
        The
        acceleration of the time or schedule of any payment due under the Plan is
        prohibited except as provided in regulations and administrative guidance
        promulgated under Section 409A of the Code. It is not an acceleration of
        the
        time or schedule of payment if the Employer waives or accelerates the vesting
        requirements applicable to a benefit under the Plan. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Section
        7. Vesting: 

       

      A
        Participant shall be fully vested in the portion of his Deferred Compensation
        Account attributable to Participant Deferral Credits, and all income, gains
        and
        losses attributable thereto. A Participant shall become fully vested in the
        portion of his Deferred Compensation Account attributable to Employer Credits,
        and income, gains and losses attributable thereto, in accordance with the
        vesting schedule and provisions designated by the Employer in the Adoption
        Agreement. If a Participant’s Deferred Compensation Account is not fully vested
        upon separation from Service, the portion of the Deferred Compensation Account
        that is not fully vested shall thereupon be forfeited. 

       

      Section
        8. Accounts; Deemed Investment; Adjustments to Account: 

       

      8.1
        Accounts.
        The
        Committee shall establish a book reserve account, entitled the “Deferred
        Compensation Account,” on behalf of each Participant. The Committee shall also
        establish an In-Service Account and Education Account as a part of the Deferred
        Compensation Account of each Participant, if applicable. The amount credited
        to
        the Deferred Compensation Account shall be adjusted pursuant to the provisions
        of Section 8.3. 

      


      8.2
        Deemed Investments.
        The
        Deferred Compensation Account of a Participant shall be credited with an
        investment return determined as if the account were invested in one or more
        investment funds made available by the Committee. The Participant shall elect
        the investment funds in which his Deferred Compensation Account shall be
        deemed
        to be invested. Such election shall be made in the manner prescribed by the
        Committee and shall take effect upon the entry of the Participant into the
        Plan.
        The investment election of the Participant shall remain in effect until a
        new
        election is made by the Participant. In the event the Participant fails for
        any
        reason to make an effective election of the investment return to be credited
        to
        his account, the investment return shall be determined by the Committee.
        

      


      8.3
        Adjustments to Deferred Compensation Account.
        With
        respect to each Participant who has a Deferred Compensation Account under
        the
        Plan, the amount credited to such account shall be adjusted by the following
        debits and credits, at the times and in the order stated: 

       

      8.3.1
        The
        Deferred Compensation Account shall be debited each business day with the
        total
        amount of any payments made from such account since the last preceding business
        day to him or for his benefit. 

       

      8.3.2
        The
        Deferred Compensation Account shall be credited on each Crediting Date with
        the
        total amount of any Participant Deferral Credits and Employer Credits to
        such
        account since the last preceding Crediting Date. 

       

      8.3.3
        The
        Deferred Compensation Account shall be credited or debited on each day
        securities are traded on a national stock exchange with the amount of deemed
        investment gain or loss resulting from the performance of the investment
        funds
        elected by the Participant in accordance with Section 8.2. The amount of
        such
        deemed investment gain or loss shall be determined by the Committee and such
        determination shall be final and conclusive upon all concerned. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        9. Administration by Committee: 

       

      


      9.1
        Membership of Committee.
        If
        elected in the Adoption Agreement, the Committee shall consist of at least
        three
        individuals who shall be appointed by the Board to serve at the pleasure
        of the
        Board. Any member of the Committee may resign, and his successor, if any,
        shall
        be appointed by the Board. The Committee shall be responsible for the general
        administration and interpretation of the Plan and for carrying out its
        provisions, except to the extent all or any of such obligations are specifically
        imposed on the Board. 

      


      9.2
        Committee Officers; Subcommittee.
        The
        members of the Committee may elect Chairman and may elect an acting Chairman.
        They may also elect a Secretary and may elect an acting Secretary, either
        of
        whom may be but need not be a member of the Committee. The Committee may
        appoint
        from its membership such subcommittees with such powers as the Committee
        shall
        determine, and may authorize one or more of its members or any agent to execute
        or deliver any instruments or to make any payment on behalf of the Committee.
        

      


      9.3
        Committee Meetings.
        The
        Committee shall hold such meetings upon such notice, at such places and at
        such
        intervals as it may from time to time determine. Notice of meetings shall
        not be
        required if notice is waived in writing by all the members of the Committee
        at
        the time in office, or if all such members are present at the meeting.


      


      9.4
        Transaction of Business.
        A
        majority of the members of the Committee at the time in office shall constitute
        a quorum for the transaction of business. All resolutions or other actions
        taken
        by the Committee at any meeting shall be by vote of a majority of those present
        at any such meeting and entitled to vote. Resolutions may be adopted or other
        action taken without a meeting upon written consent thereto signed by all
        of the
        members of the Committee. 

      


      9.5
        Committee Records.
        The
        Committee shall maintain full and complete records of its deliberations and
        decisions. The minutes of its proceedings shall be conclusive proof of the
        facts
        of the operation of the Plan. 

      


      9.6
        Establishment of Rules.
        Subject
        to the limitations of the Plan, the Committee may from time to time establish
        rules or by-laws for the administration of the Plan and the transaction of
        its
        business. 

      


      9.7
        Conflicts of Interest.
        No
        individual member of the Committee shall have any right to vote or decide
        upon
        any matter relating solely to himself or to any of his rights or benefits
        under
        the Plan (except that such member may sign unanimous written consent to
        resolutions adopted or other action taken without a meeting), except relating
        to
        the terms of his Participant Deferral Agreement. 

      


      9.8
        Correction of Errors.
        The
        Committee may correct errors and, so far as practicable, may adjust any benefit
        or credit or payment accordingly. The Committee may in its discretion waive
        any
        notice requirements in the Plan; provided, that a waiver of notice in one
        or
        more cases shall not be deemed to constitute a waiver of notice in any other
        case. With respect to any power or authority which the Committee has discretion
        to exercise under the Plan, such discretion shall be exercised in a
        nondiscriminatory manner. 

      


      9.9
        Authority to Interpret Plan.
        Subject
        to the claims procedure set forth in Section 16 the Plan Administrator and
        the
        Committee shall have the duty and discretionary authority to interpret and
        construe the provisions of the Plan and to decide any dispute which may arise
        regarding the rights of Participants hereunder, including the discretionary
        authority to construe the Plan and to make determinations as to eligibility
        and
        benefits under the Plan. Determinations by the Plan Administrator and the
        Committee shall apply uniformly to all persons similarly situated and shall
        be
        binding and conclusive upon all interested persons. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      9.10
        Third Party Advisors.
        The
        Committee may engage an attorney, accountant, actuary or any other technical
        advisor on matters regarding the operation of the Plan and to perform such
        other
        duties as shall be required in connection therewith, and may employ such
        clerical and related personnel as the Committee shall deem requisite or
        desirable in carrying out the provisions of the Plan. The Committee shall
        from
        time to time, but no less frequently than annually, review the financial
        condition of the Plan and determine the financial and liquidity needs of
        the
        Plan. The Committee shall communicate such needs to the Employer so that
        its
        policies may be appropriately coordinated to meet such needs. 

      


      9.11
        Compensation of Members.
        No fee
        or compensation shall be paid to any member of the Committee for his Service
        as
        such. 

      


      9.12
        Expense Reimbursement.
        The
        Committee shall be entitled to reimbursement by the Employer for its reasonable
        expenses properly and actually incurred in the performance of its duties
        in the
        administration of the Plan. 

      


      9.13
        Indemnification.
        No
        member of the Committee shall be personally liable by reason of any contract
        or
        other instrument executed by him or on his behalf as a member of the Committee
        nor for any mistake of judgment made in good faith, and the Employer shall
        indemnify and hold harmless, directly from its own assets (including the
        proceeds of any insurance policy the premiums for which are paid from the
        Employer’s own assets), each member of the Committee and each other officer,
        employee, or director of the Employer to whom any duty or power relating
        to the
        administration or interpretation of the Plan may be delegated or allocated,
        against any unreimbursed or uninsured cost or expense (including any sum
        paid in
        settlement of a claim with the prior written approval of the Board) arising
        out
        of any act or omission to act in connection with the Plan unless arising
        out of
        such person’s own fraud, bad faith, willful misconduct or gross negligence.


       

      Section
        10. Contractual Liability; Trust: 

       

      


      10.1
        Contractual Liability.
        The
        obligation of the Employer to make payments hereunder shall constitute a
        contractual liability of the Employer to the Participant. Such payments shall
        be
        made from the general funds of the Employer, and the Employer shall not be
        required to establish or maintain any special or separate fund, or otherwise
        to
        segregate assets to assure that such payments shall be made, and the Participant
        shall not have any interest in any particular assets of the Employer by reason
        of its obligations hereunder. To the extent that any person acquires a right
        to
        receive payment from the Employer, such right shall be no greater than the
        right
        of an unsecured creditor of the Employer. 

      


      10.2
        Trust.
        If so
        designated in the Adoption Agreement, the Employer may establish a Trust
        with
        the Trustee, pursuant to such terms and conditions as are set forth in the
        Trust
        Agreement. The Trust, if and when established, is intended to be treated
        as a
        grantor trust for purposes of the Code and all assets of the Trust shall
        be held
        in the United States. The establishment of the Trust is not intended to cause
        Participants to realize current income on amounts contributed thereto, and
        the
        Trust shall be so interpreted and administered. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
        11. Allocation of Responsibilities: 

       

      The
        persons responsible for the Plan and the duties and responsibilities allocated
        to each are as follows: 

       

      11.1
        Board.
        

       

       (i)
         To amend the Plan;
(ii)  To appoint and remove members of the
        Committee; and
(iii) To terminate the Plan as permitted in Section 14.


      


      11.2
        Committee.
        

       

      (i)  
        To designate Participants;

      (ii) 
        To interpret the provisions of the Plan and to determine the rights of the
        Participants under the Plan, except to the extent otherwise provided in Section
        16 relating to claims procedure;

      (iii)
        To
        administer the Plan in accordance with its terms, except to the extent powers
        to
        administer the Plan are specifically delegated to another person or persons
        as
        provided in the Plan;(iv) To account for the amount credited to the Deferred
        Compensation Account of a Participant; and

      (v) 
        To direct the Employer in the payment of benefits. 

        

           11.3
        Plan Administrator.
        

       

      (i)
        To
        file such reports as may be required with the United States Department of
        Labor,
        the Internal Revenue Service and any other government agency to which reports
        may be required to be submitted from time to time; and

      (ii)
        To
        administer the claims procedure to the extent provided in Section 16.


      


      Section
        12. Benefits Not Assignable; Facility of Payments: 

       

      12.1
        Benefits Not Assignable.
        No
        portion of any benefit credited or paid under the Plan with respect to any
        Participant shall be subject in any manner to anticipation, alienation, sale,
        transfer, assignment, pledge, encumbrance or charge, and any attempt so to
        anticipate, alienate, sell, transfer, assign, pledge, encumber or charge
        the
        same shall be void, nor shall any portion of such benefit be in any manner
        payable to any assignee, receiver or any one trustee, or be liable for his
        debts, contracts, liabilities, engagements or torts. Notwithstanding the
        foregoing, in the event that all or any portion of the benefit of a Participant
        is transferred to the former spouse of the Participant incident to a divorce,
        the Committee shall maintain such amount for the benefit of the former spouse
        until distributed in the manner required by an order of any court having
        jurisdiction over the divorce, and the former spouse shall be entitled to
        the
        same rights as the Participant with respect to such benefit. 

      


      12.2
        Plan-Approved Domestic Relations Orders. The
        Plan
        Administrator shall establish written procedures for determining whether
        an
        order directed to the Plan is a Plan-Approved Domestic Relations Order.


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      12.2.1
        Review by Plan Administrator: The Plan Administrator shall make a determination
        on each final court order directed to the Plan as to whether the order is
        a
        Plan-Approved Domestic Relations Order. The Plan Administrator may delay
        the
        commencement of its consideration of any order until the later of the date
        that
        is 30 days after the date of the order or the date that the Plan Administrator
        is satisfied that all rehearing and appeal rights with respect to the order
        have
        expired. 

       

      12.2.2
        Payment to Alternate Payee: If the Plan Administrator determines that an
        order
        is a Plan-approved Domestic Relations Order, the Plan Administrator shall
        cause
        the payment of amounts pursuant to or segregate a separate account as provided
        by (and to prevent any payment or act which might be inconsistent with) the
        Plan-Approved Domestic Relations Order. 

      


      12.2.3
        Expenses: The Employer and the Plan Administrator shall not be obligated
        to
        incur any cost to defend against or set aside any judgment, decree, or order
        relating to the division, attachment, garnishment, or execution of or levy
        upon
        the Participant’s account or any distribution, including (but not limited to)
        any domestic relations proceeding. Notwithstanding the foregoing, if any
        such
        person is joined in any proceeding, the party may take such action as it
        considers necessary or appropriate to protect any and all of its legal rights,
        and the Participant (or Beneficiary) shall reimburse all actual fees of lawyers
        and legal assistants and expenses reasonably incurred by such party.


      


      12.3
        Payments to Minors and Others.
        If any
        individual entitled to receive a payment under the Plan shall be physically,
        mentally or legally incapable of receiving or acknowledging receipt of such
        payment, the Committee, upon the receipt of satisfactory evidence of his
        incapacity and satisfactory evidence that another person or institution is
        maintaining him and that no guardian or committee has been appointed for
        him,
        may cause any payment otherwise payable to him to be made to such person
        or
        institution so maintaining him. Payment to such person or institution shall
        be
        in full satisfaction of all claims by or through the Participant to the extent
        of the amount thereof. 

       

      Section
        13. Beneficiary: 

       

      The
        Participant’s beneficiary shall be the person or persons designated by the
        Participant on the beneficiary designation form provided by and filed with
        the
        Committee or its designee. If the Participant does not designate a beneficiary,
        the beneficiary shall be his Surviving Spouse. If the Participant does not
        designate a beneficiary and has no Surviving Spouse, the beneficiary shall
        be
        the Participant’s estate. The designation of a beneficiary may be changed or
        revoked only by filing a new beneficiary designation form with the Committee
        or
        its designee. If a beneficiary (the “primary beneficiary”) is receiving or is
        entitled to receive payments under the Plan and dies before receiving all
        of the
        payments due him, the balance to which he is entitled shall be paid to the
        contingent beneficiary, if any, named in the Participant’s current beneficiary
        designation form. If there is no contingent beneficiary, the balance shall
        be
        paid to the estate of the primary beneficiary. Any beneficiary may disclaim
        all
        or any part of any benefit to which such beneficiary shall be entitled hereunder
        by filing a written disclaimer with the Committee before payment of such
        benefit
        is to be made. Such a disclaimer shall be made in a form satisfactory to
        the
        Committee and shall be irrevocable when filed. Any benefit disclaimed shall
        be
        payable from the Plan in the same manner as if the beneficiary who filed
        the
        disclaimer had predeceased the Participant. 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Section
        14. Amendment and Termination of Plan: 

       

      The
        Employer may amend any provision of the Plan or terminate the Plan at any
        time;
        provided, that in no event shall such amendment or termination reduce the
        balance in any Participant’s Deferred Compensation Account as of the date of
        such amendment or termination, nor shall any such amendment affect the terms
        of
        the Plan relating to the payment of such Deferred Compensation Account.
        Notwithstanding the foregoing, the following special provisions shall apply:
        

      


      14.1
        Termination in the Discretion of the Employer.
        Except
        as otherwise provided in Sections 14.2 or 14.3, the Employer in its discretion
        may terminate the Plan and distribute benefits to Participants subject to
        the
        following requirements: 

       

      14.1.1
        All
        arrangements sponsored by the Employer that would be aggregated with the
        Plan
        under Section 1.409A-1(c) of the Treasury Regulations are terminated.


       

      14.1.2
        No
        payments other than payments that would be payable under the terms of the
        Plan
        if the termination had not occurred are made within 12 months of the termination
        date. 

       

      14.1.3
        All
        benefits under the Plan are paid within 24 months of the termination date.
        

       

      14.1.4
        The
        Employer does not adopt a new arrangement that would be aggregated with the
        Plan
        under Section 1.409A-1(c) of the Treasury Regulations providing for the deferral
        of compensation at any time within five years following the date of termination
        of the Plan. 

      


      14.2
        Termination Upon Change in Control.
        If the
        Employer terminates the Plan within thirty days preceding or twelve months
        following a Change in Control, the Deferred Compensation Account of each
        Participant shall become fully vested and payable to the Participant in a
        lump
        sum within twelve months following the date of termination. 

      


      14.3
        Termination On or Before December 31, 2005.
        The
        Employer may terminate the Plan on or before December 31, 2005, and distribute
        the vested balance in the Deferred Compensation Account to each Participant
        so
        long as all amounts deferred under the Plan are included in the income of
        the
        Participant in the taxable year in which the termination occurs. 

      


      14.4
        No Financial Triggers.
        The
        Employer may not terminate the Plan and make distributions to a Participant
        due
        solely to a change in the financial health of the Employer. This provision
        shall
        apply to amounts earned and vested before, on or after December 31, 2004.
        

       

      Section
        15. Communication to Participants: 

       

      The
        Employer shall make a copy of the Plan available for inspection by Participants
        and their beneficiaries during reasonable hours at the principal office of
        the
        Employer. 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Section
        16. Claims Procedure: 

       

      


      The
        following claims procedure shall apply with respect to the Plan: 

      


      16.1
        Filing of a Claim for Benefits.
        If a
        Participant or beneficiary (the “claimant”) believes that he is entitled to
        benefits under the Plan which are not being paid to him or which are not
        being
        accrued for his benefit, he shall file a written claim therefore with the
        Plan
        Administrator. In the event the Plan Administrator shall be the claimant,
        all
        actions which are required to be taken by the Plan Administrator pursuant
        to
        this Section 16 shall be taken instead by another member of the Committee
        designated by the Committee. 

      


      16.2
        Notification to Claimant of Decision.
        Within
        90 days after receipt of a claim by the Plan Administrator (or within 180
        days
        if special circumstances require an extension of time), the Plan Administrator
        shall notify the claimant of the decision with regard to the claim. In the
        event
        of such special circumstances requiring an extension of time, there shall
        be
        furnished to the claimant prior to expiration of the initial 90-day period
        written notice of the extension, which notice shall set forth the special
        circumstances and the date by which the decision shall be furnished. If such
        claim shall be wholly or partially denied, notice thereof shall be in writing
        and worded in a manner calculated to be understood by the claimant, and shall
        set forth: (i) the specific reason or reasons for the denial; (ii) specific
        reference to pertinent provisions of the Plan on which the denial is based;
        (iii) a description of any additional material or information necessary for
        the
        claimant to perfect the claim and an explanation of why such material or
        information is necessary; and (iv) an explanation of the procedure for review
        of
        the denial and the time limits applicable to such procedures, including a
        statement of the claimant’s right to bring a civil action under ERISA following
        an adverse benefit determination on review. Notwithstanding the forgoing,
        if the
        claim relates to a Participant who is Disabled, the Plan Administrator shall
        notify the claimant of the decision within 45 days (which may be extended
        for an
        additional 30 days if required by special circumstances). 

      


      16.3
        Procedure for Review.
        Within 60
        days following receipt by the claimant of notice denying his claim, in whole
        or
        in part, or, if such notice shall not be given, within 60 days following
        the
        latest date on which such notice could have been timely given, the claimant
        shall appeal denial of the claim by filing a written application for review
        with
        the Committee. Following such request for review, the Committee shall fully
        and
        fairly review the decision denying the claim. Prior to the decision of the
        Committee, the claimant shall be given an opportunity to review pertinent
        documents and to submit issues and comments in writing. 

      


      16.4
        Decision on Review.
        The
        decision on review of a claim denied in whole or in part by the Plan
        Administrator shall be made in the following manner: 

       

      16.4.1
        Within 60 days following receipt by the Committee of the request for review
        (or
        within 120 days if special circumstances require an extension of time), the
        Committee shall notify the claimant in writing of its decision with regard
        to
        the claim. In the event of such special circumstances requiring an extension
        of
        time, written notice of the extension shall be furnished to the claimant
        prior
        to the commencement of the extension. Notwithstanding the forgoing, if the
        claim
        relates to a Participant who is Disabled, the Committee shall notify the
        claimant of the decision within 45 days (which may be extended for an additional
        45 days if required by special circumstances). 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      16.4.2
        With respect to a claim that is denied in whole or in part, the decision
        on
        review shall set forth specific reasons for the decision, shall be written
        in a
        manner calculated to be understood by the claimant, and shall cite specific
        references to the pertinent Plan provisions on which the decision is based.
        

       

      16.4.3
        The
        decision of the Committee shall be final and conclusive. 

      


      16.5
        Action by Authorized Representative of Claimant.
        All
        actions set forth in this Section 16 to be taken by the claimant may likewise
        be
        taken by a representative of the claimant duly authorized by him to act in
        his
        behalf on such matters. The Plan Administrator and the Committee may require
        such evidence as either may reasonably deem necessary or advisable of the
        authority to act of any such representative. 

      


      Section
        17. Miscellaneous Provisions: 

       

      17.1
        Set off.
        Notwithstanding any other provision of this Plan, the Employer may reduce
        the
        amount of any payment otherwise payable to or on behalf of a Participant
        hereunder (net of any required withholdings) by the amount of any loan, cash
        advance, extension of credit or other obligation of the Participant to the
        Employer that is then due and payable, and the Participant shall be deemed
        to
        have consented to such reduction. 

      


      17.2
        Notices.
        Each
        Participant who is not in Service and each Beneficiary shall be responsible
        for
        furnishing the Committee or its designee with his current address for the
        mailing of notices and benefit payments. Any notice required or permitted
        to be
        given to such Participant or Beneficiary shall be deemed given if directed
        to
        such address and mailed by regular United States mail, first class, postage
        prepaid. If any check mailed to such address is returned as undeliverable
        to the
        addressee, mailing of checks will be suspended until the Participant or
        beneficiary furnishes the proper address. This provision shall not be construed
        as requiring the mailing of any notice or notification otherwise permitted
        to be
        given by posting or by other publication. 

      


      17.3
        Lost Distributees.
        A benefit
        shall be deemed forfeited if the Plan Administrator is unable to locate the
        Participant or Beneficiary to whom payment is due on or before the fifth
        anniversary of the date payment is to be made or commence; provided, that
        the
        deemed investment rate of return pursuant to Section 8.2 shall cease to be
        applied to the Participant’s account following the first anniversary of such
        date; provided further, however, that such benefit shall be reinstated if
        a
        valid claim is made by or on behalf of the Participant or Beneficiary for
        all or
        part of the forfeited benefit. 

      


      17.4
        Reliance on Data.
        The
        Employer, the Committee and the Plan Administrator shall have the right to
        rely
        on any data provided by the Participant or by any Beneficiary. Representations
        of such data shall be binding upon any party seeking to claim a benefit through
        a Participant, and the Employer, the Committee and the Plan Administrator
        shall
        have no obligation to inquire into the accuracy of any representation made
        at
        any time by a Participant or beneficiary. 

      


      17.5
        Receipt and Release for Payments.
        Subject
        to the provisions of Section 17.1, any payment made from the Plan to or with
        respect to any Participant or Beneficiary, or pursuant to a disclaimer by
        a
        Beneficiary, shall, to the extent thereof, be in full satisfaction of all
        claims
        hereunder against the Plan and the Employer with respect to the Plan.


       

      The
        recipient of any payment from the Plan may be required by the Committee,
        as a
        condition precedent to such payment, to execute a receipt and release with
        respect thereto in such form as shall be acceptable to the Committee.


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      17.6
        Headings.
        The
        headings and subheadings of the Plan have been inserted for convenience of
        reference and are to be ignored in any construction of the provisions hereof.
        

      


      17.7
        Continuation of Employment.
        The
        establishment of the Plan shall not be construed as conferring any legal
        or
        other rights upon any Employee or any persons for continuation of employment,
        nor shall it interfere with the right of the Employer to discharge any Employee
        or to deal with him without regard to the effect thereof under the Plan.
        

      


      17.8
        Merger or Consolidation; Assumption of Plan.
        No
        Employer shall consolidate or merge into or with another corporation or entity,
        or transfer all or substantially all of its assets to another corporation,
        partnership, trust or other entity (a “Successor Entity”) unless such Successor
        Entity shall assume the rights, obligations and liabilities of the Employer
        under the Plan and upon such assumption, the Successor Entity shall become
        obligated to perform the terms and conditions of the Plan. Nothing herein
        shall
        prohibit the assumption of the obligations and liabilities of the Employer
        under
        the Plan by any Successor Entity. 

      


      17.9
        Construction.
        The
        Employer shall designate in the Adoption Agreement the state according to
        whose
        laws the provisions of the Plan shall be construed and enforced, except to
        the
        extent that such laws are superseded by ERISA and the applicable requirements
        of
        the Code.