THE EXECUTIVE NONQUALIFIED EXCESS PLAN ADOPTION AGREEMENT

(a)

—

(b)

Completed __ Years of Service from First Date of Service.

—

(c)

Attained age__ and completed __ Years of Service from First Date of Service.

—

(d)

Attained an age as elected by the Participant.

—

(e)

Not applicable – distribution elections for Separation from Service are not based on Seniority Date

(a)

Base salary:

minimum deferral:

maximum deferral:

$____________

or

%

—

(b)

Service Bonus:

minimum deferral:

maximum deferral :

$____________

or

%

—

(c)

Performance-Based Compensation:

minimum deferral:

maximum deferral :

$____________

or

%

—

(d)

Commissions:

minimum deferral:

maximum deferral :

$____________

or

%

—

(e)

Form 1099 Compensation:

minimum deferral:

maximum deferral :

$____________

or

%

(f)

minimum deferral:

maximum deferral:

$____________

or

%

(g)

minimum deferral:

maximum deferral:

$____________

or

%

(h)

minimum deferral:

maximum deferral:

$____________

or

%

(i)

minimum deferral:

___________%

maximum deferral:

$___________

or

%

(j)

minimum deferral:

___________%

or

maximum deferral:

$___________

or

%

(a)

(i)

An amount determined each Plan Year by the Employer.

—

(ii)

Other: ________________________________________.

(b)

—

(i)

An amount determined each Plan Year by the Employer.

—

(ii)

Other: ________________________________________.

(c)

(i)

An amount determined each Plan Year by the Employer.

—

(ii)

Other: ______________________________________.

(d)

(i)

An amount determined each Plan Year by the Employer.

—

(ii)

Other: _________________________________.

—

(e)

Employer Credits not allowed.

(a)

A Participant’s becoming Disabled shall be a Qualifying Distribution Event and the Deferred Compensation Account shall be paid by the Employer as provided in Section 7.1.

—

(b)

—

(a)

An amount to be determined by the Committee.

—

(b)

Other:________________________________________________.

(c)

No additional benefits.

(a)

In-Service Accounts are allowed with respect to:

—

Participant Deferral Credits only.

—

Employer Credits only.

Participant Deferral and Employer Credits.

In-service distributions may be made in the following manner:

Single lump sum payment.

—

Annual installments over a term certain not to exceed _ years.

Education Accounts are allowed with respect to:

—

Participant Deferral Credits only.

—

Employer Credits only.

Participant Deferral and Employer Credits.

Education Accounts distributions may be made in the following manner:

—

Single lump sum payment.

If applicable, amounts not vested at the time payments due under this Section cease will be:

Forfeited

Distributed at Separation from Service if vested at that time

(b)

No In-Service or Education Distributions permitted.

—

(a)

(b)

(a)

—

(b)

—

(a)

Normal Retirement Age.

(b)

Death.

(c)

Disability.

(d)

Change in Control Event

(e)

(f)

Satisfaction of the vesting requirement as specified below:

(i)

Immediate 100% vesting.

(ii)

100% vesting after __Years of Service.

(iii)

100% vesting at age __

.

(iv)

Number of Years

Vested

of Service

Percentage

Less than

__%

__%

2

__%

3

__%

4

__%

5

__%

6

__%

7

__%

8

__%

9

__%

10 or more

__%

(a)

(i)

A lump sum.

(ii)

Annual installments over a term certain as elected by the Participant not to exceed ___ years.

(iii)

Other: ________________________________________________________.

(b)

(i)

A lump sum.

(ii)

Annual installments over a term certain as elected by the Participant not to exceed ___ years.

(iii)

(c)

(i)

A lump sum.

(ii)

Annual installments over a term certain as elected by the Participant not to exceed ___ years.

(iii)

Other: _______________________________________________________.

(d)

(i)

A lump sum.

(ii)

(iii)

Other: _______________________________________________________.

(e)

(i)

A lump sum.

(ii)

Annual installments over a term certain as elected by the Participant not to exceed __ years.

(iii)

Other: _______________________________________________________.

(iv)

Not applicable.

If applicable, amounts not vested at the time payments due under this Section cease will be:

Forfeited

Distributed at Separation from Service if vested at that time

(f)

—

(i)

A lump sum.

—

(ii)

Annual installments over a term certain as elected by the Participant not to exceed ___ years.

—

(iii)

(iv)

Not applicable.

If applicable, amounts not vested at the time payments due under this Section cease will be:

—

Forfeited

—

Distributed at Separation from Service if vested at that time

7.4

—

(a)

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 at the time designated under the Plan if at the time of a permitted Qualifying Distribution Event that is either a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable) the vested balance does not exceed $ _____. In addition, the Employer may distribute a Participant’s vested balance at any time if the balance does not exceed the limit in Section 402(g)(l)(B) of the Code and results in the termination of the Participant’s entire interest in the Plan

(b)

There shall be no pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participant’s vested balance at any time if the balance does not exceed the limit in Section 402(g)(l)(B) of the Code and results in the termination of the Participant’s entire interest in the Plan.

(a)

Company.

—

(b)

Employer or Participating Employer who employed the Participant when amounts were deferred.

—

There are no amendments to the Plan.

(f)

minimum deferral: __________%

(c)

(i) A lump sum.

(ii) Annual installments over a term certain as elected by the Participant not to exceed ___ years.

(iii) Other: ____________________________________________________.