The CORPORATE plan for Retirement SM EXECUTIVE P LAN BASIC PLAN DOCUMENT IMPORTANT NOTE This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. The E

The CORPORATEplan for RetirementSM

This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. The Employer must

determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. The Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is unfunded and

maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees under the Employee Retirement Income Security Act with respect to the Employer s particular situation.

Fidelity Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document. This document does not constitute legal or tax advice or opinions and is not intended or

written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the taxpayer. This document must be reviewed by the Employer s attorney prior to adoption.

CORPORATEplan for Retirement EXECUTIVE

It is the intention of the Employer to establish herein an unfunded plan maintained solely for the purpose of providing deferred compensation for a select group of management or highly compensated

employees as provided in ERISA. The Employer further intends that this Plan comply with Code section 409A, and the Plan is to be construed accordingly.

If the Employer has previously maintained the Plan described herein pursuant to a previously existing plan document or description, the Employer s adoption of this Plan document is an amendment

and complete restatement of, and supersedes, such previously existing document or description with respect to benefits accrued or to be paid on or after the effective date of this document (except to the extent expressly provided otherwise herein).

Article 1. Adoption Agreement.

Article 2. Definitions.

(a) Wherever used herein, the following terms have the meanings set forth below, unless a different meaning is clearly required by the

(1) Account means an account established on the books of the Employer for the purpose of recording

amounts credited to a Participant and any income, expenses, gains, or losses attributable thereto.

Participant means a Participant who is eligible to accrue benefits under a plan (other than earnings on amounts previously deferred) within the 24-month period ending on the date the Participant becomes a Participant under Section 3.01.

Notwithstanding the above, however, a Participant is not an Active Participant if he has been paid all amounts deferred under the plan, provided that he was, on and before the date of the last payment, ineligible to continue or to elect to continue

to participate in the plan for periods after such last payment (other than through an election of a different time and form of payment with respect to the amounts paid).

(3) Administrator means the Employer adopting this Plan (but excluding Related

Employers) or other person designated by the Employer in Section 1.01(c).

(4) Adoption Agreement means

Article 1, under which the Employer establishes and adopts or amends the Plan and selects certain provisions of the Plan. The provisions of the Adoption Agreement are an integral part of the Plan.

(5) Beneficiary means the person or persons entitled under Section 7.02 to receive benefits under the Plan upon the death

(6) Bonus means any Performance-based Bonus or any Non-performance-based Bonus as listed and

identified in the table in Section 1.05(a)(2) hereof.

(7) Change in Control means a change in control with

respect to the applicable corporation, as defined in 26 CFR section 1.409A-3(i)(5). For purposes of this definition applicable corporation means:

(8) Code means the Internal Revenue Code of 1986, as amended from time to time.

(9) Compensation means for purposes of Article 4:

For purposes of this

Section 2.01(a)(9), Compensation shall also include amounts deferred pursuant to an election under Section 4.01.

(10) Deferral Contribution means a hypothetical contribution credited to a Participant s Account as the result of the

Participant s election to reduce his Compensation in exchange for such credit, as described in Section 4.01.

Director means a person, other than an Employee, who is elected or appointed as a member of the board of directors of the Employer, with respect to a corporation, or to an analogous position with respect to an entity that is not a

(12) Disability is described in Section 1.07(a)(2).

(13) Employee means any employee of the Employer.

(14) Employer means the employer named in Section 1.02(a) and any Related Employers listed in Section 1.02(b).

(15) Employer Contribution means a hypothetical contribution credited to a Participant s Account under the Plan as a

result of the Employer s crediting of such amount, as described in Section 4.03.

(16) Employment Commencement

Date means the date on which the Employee commences employment with the Employer.

(17) ERISA means the

Employee Retirement Income Security Act of 1974, as from time to time amended.

(18) Inactive Participant means a

Participant who is not an Employee or Director.

(19) Matching Contribution means a hypothetical contribution

credited to a Participant s Account under the Plan as a result of the Employer s crediting of such amount, as described in Section 4.02.

(20) Non-performance-based Bonus means any Bonus listed under the column entitled non-performance based in Section 1.05(a)(2).

(21) Participant means any Employee or Director who participates in the Plan in accordance with Article 3 (or formerly

participated in the Plan and has an amount credited to his Account).

(22) Performance-based Bonus means any Bonus

listed under the column entitled performance based in Section 1.05(a)(2), which constitutes compensation, the amount of, or entitlement to, which is contingent on the satisfaction of pre-established organizational or individual

performance criteria relating to a performance period of at least 12 consecutive months and which is further defined in 26 CFR section 1.409A-1(e).

(23) Permissible Investment means the investments specified by the Employer as available for hypothetical investment of Accounts. The Permissible Investments under the Plan are listed in the

Service Agreement, and the provisions of the Service Agreement listing the Permissible Investments are hereby incorporated herein.

(24) Plan means the plan established by the Employer as set forth herein as a

new plan or as an amendment to an existing plan, such establishment to be evidenced by the Employer s execution of the Adoption Agreement, together with any and all amendments hereto.

(25) Related Employer means any employer other than the Employer named in Section 1.02(a), if the Employer and such other

employer are members of a controlled group of corporations (as defined in Code section 414(b)) or trades or businesses (whether or not incorporated) under common control (as defined in Code section 414(c)).

(26) Separation from Service means the date the Participant retires or otherwise has a termination of employment (or a

termination of the contract pursuant to which the Participant has provided services as a Director, for a Director Participant) with the Employer and all Related Employers, as further defined in 26 CFR section 1.409A-1(h); provided, however, that

(A) For purposes of this paragraph (26), the definition of Related Employer shall be modified as follows:

(i) In applying Code section 1563(a)(1), (2) and (3) for purposes of determining a controlled group of corporations

under Code section 414(b), the phrase at least 50% shall be used instead of at least 80 percent each place at least 80 percent appears in Code section 1563(a)(1), (2) and (3); and

(ii) In applying 26 CFR section 1.414(c)-2 for purposes of determining trades or business (whether or not incorporated) under common

control for purposes of Code section 414(c), the phrase at least 50% shall be used instead of at least 80 percent each place at least 80 percent appears in 26 CFR section 1.414(c)-2.

(B) In the event a Participant provides services to the Employer or a Related Employer as an Employee and a Director,

(i) The Employee Participant s services as a Director are not taken into account in determining whether the Participant has a

Separation from Service as an Employee; and

(ii) The Director Participant s services as an Employee are not taken into

account in determining whether the Participant has a Separation from Service as a Director

provided that this Plan is not

aggregated with a plan subject to Code section 409A in which the Director Participant participates as an employee of the Employer or a Related Employer or in which the Employee Participant participates as a director (or a similar position with

respect to a non-corporate entity) of the Employer or a Related Employer, as applicable, pursuant to 26 CFR section 1.409A-1(c)(2)(ii).

(27) Service Agreement means the agreement between the Employer and Trustee regarding the arrangement between the parties for recordkeeping services with respect to the Plan.

(28) Specified Employee, (unless defined by the Employer in a separate writing, in which case such writing is hereby

incorporated herein) means a Participant who meets the requirements in 26 CFR section 1.409A-1(i) applying the default definition components provided in such regulation (those that would apply absent elections, as described in 26 CFR section

1.409A-1(i)(8)), including an identification date of December 31. In the event that such default definition components are applicable, the Employer has elected Section 1.01(b)(2) and, immediately prior to the date in

Section 1.01(b)(2), the Plan applied an identification date (the prior date ) other than the December 31, the prior date shall continue to apply, and December 31 shall not apply, until the date that is 12 months after the

date in Section 1.01(b)(2).

(29) Trust means the trust created by the Employer, pursuant to the Trust

agreement between the Employer and the Trustee, under which assets are held, administered, and managed, subject to the claims of the Employer s creditors in the event of the Employer s insolvency, until paid to Participants and their

Beneficiaries as specified in the Plan.

(30) Trust Fund means the property held in the Trust by the Trustee.

(31) Trustee means the individual(s) or entity appointed by the Employer under the Trust agreement.

(32) Unforeseeable Emergency is as defined in 26 CFR section 1.409A-3(i)(3)(i).

(33) Year of Service is as defined in Section 7.03(b) for purposes of the elapsed time method and in Section 7.03(c)

for purposes of the class year method.

(b) Pronouns used in the Plan are in the masculine gender but include the feminine

gender unless the context clearly indicates otherwise.

Article 3. Participation.

3.01. Date of Participation. An Employee or Director becomes a Participant on the date such Employee s or Director s

participation becomes effective (as described in Section 1.03).

3.02. Participation following a Change in Status.

(a) If a Participant ceases to be an Employee or Director and thereafter resumes the same status he had as a Participant

during his immediately previous participation in the Plan (as an Employee if previously a Participant as an Employee and as a Director if previously a Participant as a Director), he will again become a Participant immediately upon resumption of such

status, provided, however, that if such Participant is a Director, he is an eligible Director upon resumption of such status (as defined in Section 1.03(b)), and provided, further, that if such Participant is an Employee, he is an eligible