GUIDANCE")
AND THE PLAN IS HEREBY DEEMED AMENDED TO THE EXTENT NECESSARY TO ACHIEVE SUCH
COMPLIANCE. ANY PROVISIONS OF THE PLAN THAT WOULD CAUSE THE PLAN TO FAIL TO
SATISFY SECTION 409A OF THE CODE SHALL HAVE NO FORCE AND EFFECT.
IT IS INTENDED THAT NO ACTION BE TAKEN WITH RESPECT TO THE PLAN THAT WOULD
VIOLATE ANY PROVISION OF SECTION 409A OF THE CODE. IT IS INTENDED THAT THE
DIRECTORS' ELECTIONS HEREUNDER WILL COMPLY WITH CODE SECTION 409A AND THE AJCA
GUIDANCE. THE COMPENSATION COMMITTEE IS AUTHORIZED TO ADOPT RULES OR REGULATIONS
DEEMED NECESSARY OR APPROPRIATE IN CONNECTION THEREWITH TO ANTICIPATE AND/OR
COMPLY WITH THE REQUIREMENTS THEREOF (INCLUDING ANY TRANSITION RULES
THEREUNDER). IN THIS REGARD, THE COMPENSATION COMMITTEE IS AUTHORIZED TO PERMIT
THE DIRECTORS TO MAKE ELECTIONS WITH RESPECT TO AMOUNTS DEFERRED AFTER DECEMBER
31, 2004 AND IS ALSO PERMITTED TO GIVE THE DIRECTORS THE RIGHT TO AMEND OR
REVOKE SUCH ELECTIONS IN ACCORDANCE WITH THE AJCA GUIDANCE.
THE COMPANY, ACTING THROUGH THE COMPENSATION COMMITTEE, SHALL HAVE THE AUTHORITY
TO ADOPT AN AMENDMENT TO THE PLAN THAT CONFORMS THE TERMS OF THE PLAN TO THE
REQUIREMENTS OF SECTION 409A OF THE CODE AT SUCH TIME AS THE COMPANY DETERMINES
THAT THE AJCA GUIDANCE PROVIDES SUFFICIENT CLARITY TO PERMIT SUCH AMENDMENT.
NOTWITHSTANDING SECTION 11 OF THE PLAN, THE COMPANY SHALL NOT BE REQUIRED TO
OBTAIN THE CONSENT OF ANY PERSON TO SUCH AMENDMENT, AND SUCH AMENDMENT SHALL
APPLY TO DEFERRAL ELECTIONS MADE AND OTHER ACTIONS TAKEN WITH RESPECT TO THE
PLAN BETWEEN THE DATE OF AMENDMENT NO. 1 TO THE PLAN AND THE DATE OF SUCH
AMENDMENT TO THE EXTENT SET FORTH IN SUCH AMENDMENT."
EXECUTED this
day of
, 2004.
By:
Title:
2