Effective asof January 1, 2008

Purpose

ARTICLE 1    Definitions

ARTICLE 2    Selection/Enrollment/Eligibility

2.1

2.2

2.3

2.4

ARTICLE 3    Deferral Commitments/Company Contributions/Crediting/Taxes

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

3.10

ARTICLE 4    Fixed Date Payout/Unforeseeable Financial Emergencies

4.1

4.2

4.3

ARTICLE 5    Termination Benefit

5.1

5.2

ARTICLE 6    Survivor Benefit

6.1

6.2

6.3

ARTICLE 7    Disability Benefit

7.1

7.2

ARTICLE 8    Beneficiary Designation

8.1

8.2

8.3

8.4

8.5

8.6

ARTICLE 9    Leave of Absence

9.1

9.2

ARTICLE 10    Termination/Amendment/Modification

10.1

10.2

10.3

10.4

10.5

10.6

ARTICLE 11    Administration

11.1

11.2

11.3

11.4

11.5

ARTICLE 12    Other Benefits and Agreements

12.1

ARTICLE 13    Claims Procedures

13.1

13.2

13.3

13.4

13.5

ARTICLE 14    Trust

14.1

14.2

14.3

ARTICLE 15    Miscellaneous

15.1

15.2

15.3

15.4

15.5

15.6

15.7

15.8

15.9

15.10

15.11

15.12

15.13

15.14

15.15

15.16

15.17

15.18

“Account Balance” shall mean, with respect to a Participant, a credit on the records of the Company equal to the sum of (i) the Deferral Account

balance and (ii) the Company Discretionary Account balance. The Account Balance, and each other specified account balance, shall be a bookkeeping entry only and shall be utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan. “Administrator” shall mean the Board, or, to the extent provided in Article 11, the committee designated by the Board to perform certain of the Board’s duties and responsibilities in respect of the Plan.

“Incentive Payments” shall mean any cash compensation paid to a Participant under the Sponsor’s Short-Term Incentive Plan, and any other non-base salary cash compensation paid to a Participant under any other incentive plan or bonus arrangement of the Company relating to services performed during any calendar year, including, but not limited to, commissions, special incentives or bonuses, lump-sum “change-in-

control” payments, eligible severance payments (each as defined by the Administrator), whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year. Notwithstanding the preceding, the Administrator may, in its discretion, limit those types of non-base salary cash compensation that qualify as “Incentive Payments” under the Plan for any given calendar year.

1.37

“Yearly Installment Method” shall be a yearly installment payment over the number of years selected by the Participant in accordance with this Plan, calculated as follows: The Account Balance of the Participant (or the appropriate portion thereof) shall be calculated as of the close of business on the date of reference (or, if the date of reference is not a business day, on the immediately following business day). The date of reference with respect to the first (1^st) yearly installment payment shall be the July 1 provided in Section 5.2, 6.2 or 7.2 (as applicable), and the date of

reference with respect to subsequent yearly installment payments shall be the July 1 of the following Plan Year. The yearly installment shall be calculated by multiplying this balance by a fraction, the numerator of which is one (1), and the denominator of which is the remaining number of yearly payments due the Participant.

Commencement of Participation. Provided that a selected Employee or a Director has met all enrollment requirements set forth in this Plan and required by the Administrator, including executing all required documents within the specified time period, that individual shall commence participation in the Plan as of the first day of the Plan Year following the date on which he or she completes all enrollment requirements (or as soon as practicable thereafter as the Administrator may determine). If he or she fails to meet all such requirements within the period required, in

accordance with Section 2.2, that individual shall not be eligible to participate in the Plan until the first day of the following Plan Year, again subject to timely delivery to and acceptance by the Administrator of the required documents.

Annual Base Salary

Incentive Payments

Directors Fees

Annual Company Discretionary Amount. For each Plan Year, the Administrator, acting on behalf of the Company and in its sole discretion, may, but is not required to, credit any amount it desires to any Participant’s Company Discretionary Account under this Plan, which amount shall be for that Participant the Annual Company Discretionary

Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger than the amount credited to any other Participant, and the amount credited to any Participant for a Plan Year may be zero (0), even though one or more other Participants receive an Annual Company Discretionary Amount for that Plan Year. Unless otherwise specified by the Administrator, the Annual Company Discretionary Amount, if any, shall be credited as of the last day of the Plan Year. Unless otherwise specified by the Administrator, if a Participant to whom an Annual Company Discretionary Amount is credited is not employed by or performing services for the Company as of the last day of a Plan Year other than by reason of his or her death or Disability, the Annual Company Discretionary Amount for that Plan Year shall be zero (0).

Measurement Funds. The Participant may elect one or more of the Measurement Funds set forth on Schedule A (the “Measurement Funds”) for the purpose of crediting or debiting additional amounts to his or her Account Balance. The Administrator may, in its sole discretion, discontinue, substitute or add a Measurement Fund(s). Each such action will take effect as of the first business day that follows by sixty (60) days the day on which the Administrator gives Participant’s advance written (which

shall include e-mail) notice of such change. The Administrator may also, in its discretion, limit the number and/or type(s) of Measurement Funds available with respect to one or more Sub-Account(s). If the Administrator receives an initial or revised Measurement Fund(s) election that It deems to be incomplete, unclear or improper, the Participant’s Measurement Fund(s) election then in effect shall remain in effect (or, in the case of a deficiency in an initial Measurement Fund(s) election, the Participant shall be deemed to have directed investment in a money market, fixed income or similar Measurement Fund made available under the Plan as determined by the Administrator in its discretion). If the Administrator possesses (or is deemed to possess as provided in the previous sentence) at any time directions as to Measurement Fund(s) of less than all of the Participant’s Account Balance, the Participant shall be deemed to have directed that the undesignated portion of the Account Balance be deemed to be invested in a money market, fixed income or similar Measurement Fund made available under the Plan as determined by the Administrator in its discretion. Each Participant hereunder, as a condition to his or her participation hereunder, agrees to indemnify and hold harmless the Administrator and the Company, and their agents and representatives, from any losses or damages of any kind relating to (i) the Measurement Funds made available hereunder and (ii) any discrepancy between the credits and debits to the Participant’s Account Balance based on the performance of the Measurement Funds and what the credits and debits otherwise might be in the case of an actual investment in the Measurement Funds.

Crediting or Debiting Method. The performance of each elected Measurement Fund (either positive or negative) will be determined by the Administrator, in its sole discretion, based on the performance of the Measurement Funds themselves. A Participant’s Account Balance shall be credited or debited on a daily basis based on the performance of each Measurement Fund selected by the Participant, or as otherwise determined by the Administrator in its sole discretion, as though (i) a Participant’s Account Balance were invested in the Measurement Fund(s) selected by the Participant, in the percentages elected by the Participant as of such date, at the closing price on such date; (ii) the portion of the Annual Deferral Amount that was actually deferred was invested in the Measurement Fund(s) selected by the Participant, in the percentages elected by the Participant, no later than the close of business on the third (3rd) business day after the day on which such amounts are actually deferred from the

Participant’s Annual Base Salary, Incentive Payments and/or Directors Fees through reductions in his or her amounts otherwise payable, at the closing price on such date; and (iii) any distribution made to a Participant that decreases such Participant’s Account Balance ceased being invested in the Measurement Fund(s), in the percentages applicable to such calendar month, no earlier than three (3) business days prior to the distribution, at the closing price on such date.

Annual Company Discretionary Amounts. When a Participant who is an Employee becomes vested in a portion of his or her Company Discretionary Account, the Company shall have the

discretion to withhold from the Participant’s Annual Base Salary and/or Incentive Payments that is not deferred, in a manner determined by the Company, the Participant’s share of FICA and other employment taxes. If necessary, the Administrator may reduce the vested portion of the Participant’s Annual Company Discretionary Amounts in order to comply with this Section 3.9.

Other Benefits Take Precedence Over Fixed Date Payout. To the extent permitted by Section 409A, should an event occur that triggers a benefit under Article 5, 6 or 7, any Annual Deferral Amounts and/or Annual Company Discretionary Amounts, plus amounts credited or debited

thereon, that are subject to a Fixed Date Payout election under Section 4.1 shall not be paid in accordance with Section 4.1 but shall be paid in accordance with the other applicable Article; provided, however, if the Participant so elects in accordance with Section 4.1, an intervening Separation from Service prior to a Fixed Date Payout date shall not cause the payment of benefits subject to the Fixed Date Payout election to be paid in accordance with Article 5 instead of Section 4.1.

Payment Termination Benefit. A Participant, in connection with his or her commencement of participation in the Plan in accordance with Article 2, shall elect to receive his or her Account Balance in a lump sum or in the Yearly Installment Method of five (5), ten (10) or fifteen (15) years. Unless the Administrator, in its sole discretion, permits or requires separate election(s) to be made with respect to the Annual Base Salary deferral portion, the Incentive Payment deferral portion and/or the Directors Fee deferral portion of the Annual Deferral Amount for the Plan Year and/or with respect to the Annual Company Discretionary Amount for the Plan

Year, any election made for a given Plan Year shall apply to the Participant’s entire Annual Deferral Amount and/or Annual Company Discretionary Amount for the Plan Year. If a Participant does not make any election with respect to the payment of the Termination Benefit, then such benefit shall be payable in a lump sum.

Beneficiary Designation/Change. A Participant shall designate his or her Beneficiary by completing the Beneficiary Designation Form and returning it to the Administrator or its designated agent. A Participant shall have the

right to change a Beneficiary by completing and otherwise complying with the terms of the Beneficiary Designation Form and the Administrator’s rules and procedures, as in effect from time to time. Upon the acceptance by the Administrator of a new Beneficiary Designation Form, all Beneficiary designations previously filed shall be canceled. The Administrator shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and delivered to the Administrator prior to his or her death.

Discharge of Obligations. The payment of benefits under the Plan to a person believed in good faith by the Administrator to be a valid Beneficiary shall fully and completely discharge the Company and the Administrator from all further obligations under this Plan with respect to the Participant, and that Participant’s Plan Agreement shall terminate upon such full payment of benefits. Neither the Administrator nor the Company shall be obliged to search for any Participant or Beneficiary beyond the sending of a registered letter to such last known address. If the Administrator notifies any Participant or Beneficiary that he or she is entitled to an amount under the Plan and the Participant or Beneficiary fails to claim such amount or make his or her location known to the Administrator within three (3) years thereafter, then, except as otherwise required by law, if the location of one or more of the next of kin of the Participant is known to the Administrator, the Administrator may direct distribution of such amount to any one or more or all of such next of kin, and in such proportions as the Administrator determines. If the location of none of the foregoing persons can be determined, the Administrator shall have the right to direct that the amount payable shall be deemed to be a forfeiture and paid to the

Company, except that the dollar amount of the forfeiture, unadjusted for deemed gains or losses in the interim, shall be paid by the Company if a claim for the benefit subsequently is made by the Participant or the Beneficiary to whom it was payable. If a benefit payable to an unlocated Participant or Beneficiary is subject to escheat pursuant to applicable state law, neither the Administrator nor the Company shall be liable to any person for any payment made in accordance with such law.

Termination. Although the Sponsor anticipates that it will continue the Plan for an indefinite period of time, there is no guarantee that the Sponsor will continue the Plan or will not terminate the Plan at any time in the future. Accordingly, the Sponsor reserves the right to discontinue its sponsorship of the Plan and/or to terminate the Plan in accordance with the rules under Section 409A at any time with respect to any or all of any Company’s participating Employees, by action of the Board. If permitted by Section 409A, the termination and liquidation of the Plan will involve both the amendment of the plan to cease deferrals under the Plan and provide for payment of all benefits accrued under the Plan, and the accelerated payment of benefits accrued under the Plan. Upon a complete or partial termination of the Plan, the Plan Agreements of the affected Participants shall terminate and their vested Account Balances,

determined as if they had experienced a Separation from Service on the date of Plan termination, shall, subject to Section 10.6, be paid to the Participants in accordance with their distribution elections in effect at the time of the Plan termination; provided however, if immediate distribution of a Participant’s Account Balance on termination is not permitted by Section 409A, the payment of the Account Balance shall be made only after Plan benefits otherwise become due hereunder. The termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination.

Operation. This Section shall become operative upon the enactment of any change in applicable statutory law or the promulgation by the Internal Revenue Service of a final regulation

or other pronouncement having the force of law, which statutory law, as changed, or final regulation or pronouncement, as promulgated, would cause any Participant to include in his or her federal gross income amounts accrued by the Participant under the Plan on a date (an “Early Taxation Event”) prior to the date on which such amounts are made available to him or her hereunder; provided, however, that no portion of this Section shall become operative to the extent that portion would result in a violation of Section 409A (e.g., by causing an impermissible distribution under Section 409A).

Prohibited Acceleration/Distribution Timing. This Section shall take precedence over any other provision of the Plan or this Article 10 to the contrary. No provision of this Plan shall be followed if following the provision would result in the acceleration of the time or schedule of any payment from the Plan as would require immediate income tax to Participants based on the law in effect at the time the distribution is to be made, including Section 409A. In addition, a payment may be delayed after a designated payment date under the circumstances described in Section 409A, including payments subject to Code Section 162(m), or payments that would violate federal securities or other applicable law. In such case, payment will be made at the earliest date on which the

Company reasonably anticipates that the making of the payment will not cause such violation. The making of a payment that would cause inclusion in gross income or the application of any penalty provision or other provision of the Code is not treated as a violation of applicable law.

Benefit Claims that do not Require a Determination of Disability. If the claim is for a benefit other than a Disability Benefit,

the Claimant shall be notified within ninety (90) days after the claim is filed whether the claim is allowed or denied, unless the Claimant receives written notice from the Administrator or appointee of the Administrator prior to the end of the ninety (90) day period stating that special circumstances require an extension of the time for decision, such extension not to extend beyond the day that is one hundred eighty (180) days after the day the claim is filed.

Disability Benefit Claims. In addition to having the right to review documents and submit comments as described in (a) above, a Claimant whose claim for Disability Benefits requires an independent determination by the Administrator of the Participant’s Disability status has at least one hundred eighty (180) days following receipt of a notification of an adverse benefit

determination within which to request a review of the initial determination. In such cases, the review will meet the following requirements:

Court Order. The Administrator is authorized to make any payments directed by court order in any action in which the Plan or the Administrator

has been named as a party. In addition, if a court determines that a spouse or former spouse of a Participant has an interest in the Participant’s benefits under the Plan in connection with a property settlement or otherwise, the Administrator, in its sole discretion, shall have the right, notwithstanding any election made by a Participant, to immediately distribute the spouse’s or former spouse’s interest in the Participant’s benefits under the Plan to that spouse or former spouse in accordance with Section 409A.

Aggregation of Employers. To the extent required under Section 409A, if the Company is a member of a controlled group of corporations or a group of trades or business under common control (as described in Code

Sections 414(b) or (c)), all members of the group shall be treated as a single Company for purposes of whether there has occurred a Separation from Service and for any other purposes under the Plan as Section 409A shall require.