{"id":39788,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-and-director-deferred-compensation-plan-the-ryland.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-and-director-deferred-compensation-plan-the-ryland","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-and-director-deferred-compensation-plan-the-ryland.html","title":{"rendered":"Executive And Director Deferred Compensation Plan &#8211; The Ryland Group Inc."},"content":{"rendered":"<pre>\n                             THE RYLAND GROUP, INC.\n\n                         EXECUTIVE AND DIRECTOR DEFERRED\n\n                                COMPENSATION PLAN\n\n\n\n\n             Amendment and Restatement Effective as of March 1, 1998\n\n\n\n\n\n\n \n 88\n                                      \n\n\n\n                             THE RYLAND GROUP, INC.\n\n                EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN\n\n             Amendment and Restatement Effective as of March 1, 1998\n\n                                TABLE OF CONTENTS\n\n                                    ARTICLE 1\n                                    ---------\n\n                                   DEFINITIONS\n                                   -----------\n\n1.1   ACCOUNT.....................................................1\n      -------\n1.2   BENEFICIARY.................................................1\n      -----------\n1.3   CODE........................................................1\n      ----\n1.4   COMPENSATION................................................1\n      ------------\n1.5   COMPENSATION DEFERRAL ACCOUNT...............................2\n      -----------------------------\n1.6   COMPENSATION DEFERRALS......................................2\n      ----------------------\n1.7   DESIGNATION DATE............................................2\n      ----------------\n1.8   EFFECTIVE DATE..............................................2\n      --------------\n1.9   ELIGIBLE INDIVIDUAL.........................................2\n      -------------------\n1.10  EMPLOYER....................................................2\n      --------\n1.11  EMPLOYER CONTRIBUTION CREDIT ACCOUNT........................2\n      ------------------------------------\n1.12  EMPLOYER CONTRIBUTION CREDITS...............................2\n      -----------------------------\n1.13  ENTRY DATE..................................................2\n      ----------\n1.14  PARTICIPANT.................................................2\n      -----------\n1.15  PARTICIPANT ENROLLMENT AND ELECTION FORM....................3\n      ----------------------------------------\n1.16  PLAN........................................................3\n      ----\n1.17  PLAN YEAR...................................................3\n      ---------\n1.18  TRUST.......................................................3\n      -----\n1.19  TRUSTEE.....................................................3\n      -------\n1.20  VALUATION DATE..............................................3\n      --------------\n\n\n                                    ARTICLE 2\n                                    ---------\n\n                          ELIGIBILITY AND PARTICIPATION\n                          -----------------------------\n\n2.1   REQUIREMENTS................................................3\n      ------------\n2.2   RE-EMPLOYMENT, ETC..........................................3\n      ------------------\n2.3   CHANGE OF EMPLOYMENT CATEGORY...............................3\n      -----------------------------\n\n\n\n                                       i\n 89\n\n\n                                    ARTICLE 3\n                                    ---------\n\n                           CONTRIBUTIONS AND CREDITS\n                           -------------------------\n\n\n3.1   EMPLOYER CONTRIBUTION CREDITS...............................4\n      -----------------------------\n3.2   PARTICIPANT COMPENSATION DEFERRALS..........................5\n      ----------------------------------\n3.3   CONTRIBUTIONS TO THE TRUST..................................6\n      --------------------------\n\n\n\n                                    ARTICLE 4\n                                    ---------\n\n                               ALLOCATION OF FUNDS\n                               -------------------\n                       \n\n\n4.1   ALLOCATION OF DEEMED EARNINGS OR LOSSES ON ACCOUNTS.........7\n      ---------------------------------------------------\n4.2   ACCOUNTING FOR DISTRIBUTIONS................................7\n      ----------------------------\n4.3   SEPARATE ACCOUNTS...........................................7\n      -----------------\n4.4   INTERIM VALUATIONS..........................................7\n      ------------------\n4.5   DEEMED INVESTMENT DIRECTIONS OF PARTICIPANTS................8\n      --------------------------------------------\n4.6   EXPENSES....................................................8\n      --------\n4.7   TAXES.......................................................9\n      -----\n\n\n                                    ARTICLE 5\n                                    ---------\n\n                            ENTITLEMENT TO BENEFITS\n                            -----------------------\n                       \n\n5.1   FIXED PAYMENT DATES; TERMINATION OF EMPLOYMENT..............9\n      ----------------------------------------------\n5.2   HARDSHIP DISTRIBUTIONS......................................9\n      -----------------------\n5.3   APPLICATION TO TRUSTEE.....................................10\n      -----------------------\n5.4   RE-EMPLOYMENT OF RECIPIENT, ETC............................10\n      --------------------------------\n\n\n\n                                    ARTICLE 6\n                                    ---------\n\n                            DISTRIBUTION OF BENEFITS\n                            ------------------------\n                        \n\n6.1   AMOUNT.....................................................10\n      ------\n6.2   METHOD OF PAYMENT..........................................10\n      -----------------\n6.3   DEATH BENEFITS.............................................11\n      --------------\n6.4   WITHHOLDING................................................11\n      -----------\n\n                                       ii\n\n\n 90\n\n\n\n\n                                    ARTICLE 7\n                                    ---------\n\n                         BENEFICIARIES; PARTICIPANT DATA\n                         -------------------------------\n\n7.1   DESIGNATION OF BENEFICIARIES...............................11\n      ----------------------------\n7.2   INFORMATION TO BE FURNISHED BY PARTICIPANTS\n      -------------------------------------------\n      AND BENEFICIARIES; INABILITY TO LOCATE\n      --------------------------------------\n      PARTICIPANTS OR BENEFICIARIES..............................12\n      -----------------------------\n\n\n                                    ARTICLE 8\n                                    ---------\n\n                                 ADMINISTRATION\n                                 --------------\n\n8.1   ADMINISTRATIVE AUTHORITY...................................12\n      ------------------------\n8.2   UNIFORMITY OF DISCRETIONARY ACTS...........................13\n      --------------------------------\n8.3   LITIGATION.................................................13\n      ----------\n8.4   CLAIMS PROCEDURE...........................................13\n      ----------------\n\n\n                                    ARTICLE 9\n                                    ---------\n\n                                    AMENDMENT\n                                    ---------\n\n9.1   RIGHT TO AMEND.............................................15\n      --------------\n9.2   AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN.......15\n      ----------------------------------------------------\n\n\n                                   ARTICLE 10\n                                   ----------\n\n                                  TERMINATION\n                                  -----------\n                             \n\n\n10.1  EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN..............15\n      ---------------------------------------------\n10.2  AUTOMATIC TERMINATION OF PLAN..............................15\n      -----------------------------\n10.3  SUSPENSION OF DEFERRALS....................................15\n      -----------------------\n10.4  ALLOCATION AND DISTRIBUTION................................15\n      ---------------------------\n10.5  SUCCESSOR TO EMPLOYER......................................16\n      ---------------------\n\n\n                                   ARTICLE 11\n                                   ----------\n\n                                   THE TRUST\n                                   ---------\n\n11.1  ESTABLISHMENT OF TRUST.....................................16\n      -----------------------\n\n                                      iii\n\n 91\n\n                                   ARTICLE 12\n                                   ----------\n\n                                 MISCELLANEOUS\n                                 -------------\n\n12.1  LIMITATIONS ON LIABILITY OF EMPLOYER.......................16\n      ------------------------------------\n12.2  CONSTRUCTION...............................................16\n      ------------\n12.3  SPENDTHRIFT PROVISION......................................17\n      ---------------------\n\n                                       iv\n\n 92\n\n\n\n\n\n\n\n\n\n                             THE RYLAND GROUP, INC.\n\n                EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN\n\n             Amendment and Restatement Effective as of March 1, 1998\n\n                                    RECITALS\n                                    --------\n\n     This  Amendment and  Restatement  of The Ryland Group,  Inc.  Executive and\nDirector  Deferred  Compensation  Plan (the  \"Plan\"),  is  adopted by The Ryland\nGroup,  Inc.  (the  \"Employer\"),  effective  as of  March 1,  1998.  The Plan is\nmaintained for the benefit of certain of the Employer's  executive employees and\nDirectors.  When  originally  adopted on March 1, 1997, the Plan  constituted an\namendment  and  restatement  of each of the following  plans,  all of which were\nmerged into this Plan:  The Ryland Group,  Inc.  Deferred  Compensation  Savings\nPlan; The Ryland Group,  Inc. Salary  Deferral Plan; and The Ryland Group,  Inc.\nUnfunded Deferred Director Fee Plan.\n\n      The purpose of the Plan is to offer  participants  an opportunity to elect\nto defer the receipt of compensation in order to provide  deferred  compensation\nbenefits  taxable  pursuant to section 451 of the Internal Revenue Code of 1986,\nas amended (the \"Code\"), and to provide a deferred compensation vehicle to which\nthe Employer may credit certain amounts on behalf of  participants.  The Plan is\nintended to be a \"top-hat\" plan under sections  201(2),  301(a)(3) and 401(a)(1)\nof the Employee Retirement Income Security Act of 1974 (\"ERISA\").\n\n      The purpose of this Amendment and Restatement of the Plan is to reflect in\nthe Plan  certain  amendments  to the Plan  adopted  since the  Plan's  original\neffective date.\n\n      Accordingly,  the  following  Amendment  and  Restatement  of the  Plan is\nadopted.\n\n\n\n\n                                    ARTICLE 1\n                                    ---------\n\n                                   DEFINITIONS\n                                   -----------\n\n\n      1.1 ACCOUNT means the balance credited to a Participant's or Beneficiary's\nPlan account, including contribution credits and deemed income, gains and losses\ncredited thereto.  A Participant's or Beneficiary's  Account shall be determined\nas of the date of reference.\n\n      1.2  BENEFICIARY  means any person or person so  designated  in accordance\nwith the provisions of Article 7.\n\n      1.3 CODE  means  the  Internal  Revenue  Code of 1986 and the  regulations\nthereunder, as amended from time to time.\n\n\n\n                                       1\n 93\n\n\n\n      1.4 COMPENSATION means the total current cash and, in the case of a member\nof the Board of  Directors,  Stock  Unit Plan  remuneration  and  retainer  fees\npayable in common  stock of the  Employer  paid by the  Employer  to an Eligible\nIndividual with respect to his or her service for the Employer.\n\n      1.5  COMPENSATION DEFERRAL ACCOUNT is defined in Section 3.2.\n           \n      1.6  COMPENSATION DEFERRALS is defined in Section 3.2.\n          \n      1.7 DESIGNATION  DATE means the date or dates as of which a designation of\ndeemed  investment  directions by an individual  pursuant to Section 4.5, or any\nchange in a prior designation of deemed  investment  directions by an individual\npursuant to Section 4.5, shall become  effective.  The Designation  Dates in any\nPlan Year shall be designated by the Employer.\n\n      1.8 EFFECTIVE  DATE means the general  effective  date of the Plan,  which\nshall be March 1, 1997.\n\n      1.9 ELIGIBLE  INDIVIDUAL  means, for any Plan Year (or applicable  portion\nthereof), a person who is determined by the Employer,  or its designee,  to be a\nmember of a select group of  management or highly  compensated  employees of the\nEmployer or a member of the Employer's  Board of Directors and who is designated\nby the Employer,  or its designee,  to be an Eligible Individual under the Plan.\nBy  each  December  31,  the  Employer,  or its  designee,  shall  notify  those\nindividuals, if any, who will be Eligible Individuals for the next Plan Year. If\nthe Employer,  or its designee,  determines that an individual  first becomes an\nEligible  Individual  during a Plan Year, the Employer,  or its designee,  shall\nnotify such individual of its determination and of the date during the Plan Year\non which the individual shall first become an Eligible Individual.\n\n      1.10 EMPLOYER   means  The  Ryland   Group,   Inc.   and  its\nsuccessors and assigns unless  otherwise  herein  provided,  or any\nother  corporation  or  business   organization   which,  with  the\nconsent of The Ryland Group,  Inc.,  or its  successors or assigns,\nassumes  the  Employer's  obligations   hereunder,   or  any  other\ncorporation  or  business   organization  which  agrees,  with  the\nconsent of The Ryland Group, Inc., to become a party to the Plan.\n\n      1.11 EMPLOYER  CONTRIBUTION CREDIT ACCOUNT is defined in Section 3.1.\n\n      1.12 EMPLOYER CONTRIBUTION CREDITS is defined in Section 3.1.\n\n      1.13 ENTRY DATE with respect to an  individual  means the first day of the\npay period  following the date on which the individual first becomes an Eligible\nIndividual.\n\n      1.14  PARTICIPANT  means any person so designated  in accordance  with the\nprovisions of Article 2, including,  where appropriate  according to the context\nof the Plan, any former  employee or former member of the Board of Directors who\nis or may become  (or whose  Beneficiaries  may  become)  eligible  to receive a\nbenefit under the Plan.\n\n\n                                       2\n 94\n\n\n\n      1.15  PARTICIPANT  ENROLLMENT AND ELECTION FORM means the form or forms on\nwhich a Participant elects to defer  Compensation  hereunder and\/or on which the\nParticipant makes certain other designations as required thereon.\n\n      1.16 PLAN means this The Ryland  Group,  Inc.  Executive  and\nDirector  Deferred  Compensation  Plan, an  amendment,  restatement\nand consolidation of The Ryland Group,  Inc. Deferred  Compensation\nSavings Plan,  The Ryland Group,  Inc.  Salary  Deferral  Plan, and\nThe Ryland  Group,  Inc.  Unfunded  Deferred  Director Fee Plan, as\namended from time to time.\n\n      1.17 PLAN YEAR means the twelve (12) month  period  ending on the December\n31 of each year during which the Plan is in effect.\n\n      1.18 TRUST  means the Trust  established  pursuant to Article 11.\n\n      1.19 TRUSTEE  means  the  trustee  of the  Trust  established pursuant\n to Article 11.\n\n      1.20  VALUATION  DATE  means  the last day of each Plan Year and any other\ndate that the Employer, in its sole discretion, designates as a Valuation Date.\n\n\n\n                                    ARTICLE 2\n                                    ---------\n\n                          ELIGIBILITY AND PARTICIPATION\n                          -----------------------------\n\n\n      2.1 REQUIREMENTS. Every Eligible Individual on the Effective Date shall be\neligible to become or continue as a  Participant  on the Effective  Date.  Every\nother Eligible Individual shall be eligible to become a Participant on the first\nEntry Date occurring on or after the date on which he or she becomes an Eligible\nIndividual.  No individual shall become a Participant,  however, if he or she is\nnot an Eligible Individual on the date his or her participation is to begin.\n\n           Participation in the Participant Compensation Deferral feature of the\nPlan is  voluntary.  In order to  participate  in the  Participant  Compensation\nDeferral feature of the Plan, an otherwise Eligible Individual must make written\napplication in such manner as may be required by Section 3.2 and by the Employer\nand must agree to make Compensation Deferrals as provided in Article 3.\n\n      2.2  RE-EMPLOYMENT,  ETC. If a  Participant  whose  employment or Director\nstatus  with the  Employer  is  terminated  is  subsequently  re-employed  by or\nsubsequently  becomes a  Director  of the  Employer,  he or she  shall  become a\nParticipant in accordance with the provisions of Section 2.1.\n\n     2.3 CHANGE OF EMPLOYMENT CATEGORY. During any period in which a Participant\nremains in the employ of the Employer,  but ceases to be an Eligible Individual,\nhe or she shall not be eligible to make Compensation Deferrals hereunder.\n\n\n                                       3\n\n 95\n\n\n                                    ARTICLE 3\n                                    ---------\n\n                            CONTRIBUTIONS AND CREDITS\n                            -------------------------\n\n\n      3.1  EMPLOYER  CONTRIBUTION  CREDITS.   There  shall  be  established  and\nmaintained a separate Employer  Contribution  Credit Account in the name of each\nParticipant  who is an employee of the Employer.  Such Account shall be credited\nor debited, as applicable, with (a) amounts equal to the Employer's Contribution\nCredits credited to that Account, if any; (b) any deemed earnings and losses (to\nthe extent realized, based upon deemed fair market value of the Account's deemed\nassets) allocated to that Account; and (c) expenses and\/or taxes charged to that\nAccount.\n\n           The Employer's Contribution Credits attributable to a Participant who\nis an employee of the Employer shall consist of the following:\n\n      (i)  matching  contribution  amounts for each pay period (but  contributed\n           with  a  frequency   determined  by  the   Employer)   equal  to  the\n           Participant's  Participant Compensation Deferral amounts for that pay\n           period,   provided   however   that  the  total   Employer   matching\n           contribution  amounts under the Employer's  401(k) plan and this Plan\n           for  any  pay  period  shall  not  exceed  six  percent  (6%)  of the\n           Participant's Compensation from the Employer for that pay period; and\n\n      (ii) for  a  particular  year,  any  discretionary  Employer  contribution\n           amounts that the Employer  wishes to  contribute,  but is  prohibited\n           under applicable law from  contributing,  as  discretionary  Employer\n           contribution amounts, under the Employer's 401(k) plan.\n\n           Notwithstanding the foregoing, any matching contributions credited to\na  Participant's  Account  with respect to any pay period in excess of the limit\nprovided in paragraph  (i) above,  as  determined by the Employer in good faith,\nshall be returned to the Employer\n\n           With  respect  to  service  credited  prior to  January  1,  1998,  a\nParticipant  shall  become  vested in amounts  credited  to his or her  Employer\nContribution Account pursuant to the following vesting schedule:\n\n           Years of Service                    Vested Percentage\n           ----------------                    -----------------\n\n           Less than 2                                   0%\n           2                                             25%\n           3                                             50%\n           4                                             75%\n           5                                             100%\n\n\n\n                                       4\n 96\n\n\n\n           With  respect  to service  credited  on or after  January 1, 1998,  a\nParticipant  shall  become  vested in amounts  credited  to his or her  Employer\nContribution Credit Account pursuant to the following vesting schedule:\n\n           Years of Service               Vested Percentage\n           ----------------               -----------------\n\n           Less than 1                            0%\n           1                                      20%\n           2                                      40%\n           3                                      60%\n           4                                      80%\n           5                                      100%\n\n      For purposes of the foregoing,  each Participant will be credited with one\nYear of Service for each twelve (12) month  period of his  employment  with,  or\nservice as a member of the Board of Directors of, the Employer.\n\n      Notwithstanding  the  foregoing,  a  Participant  will become  immediately\nvested in amounts credited to his or her Employer  Contribution Account upon his\nor her death,  his or her total and permanent  disability  (as determined by the\nEmployer, in its discretion), his or her retirement from service to the Employer\non or after age sixty-five  (65), or a \"Change in Control\" of the Employer.  For\nthis purpose, a Change in Control shall occur upon any of the following:\n\n      (i)  the  acquisition  by any  person,  other  than  the  Employer  or any\n           employee benefit plan(s) of the Employer,  of beneficial ownership of\n           twenty  percent  (20%) or more of the  combined  voting  power of the\n           Employer's then outstanding voting securities;\n\n      (ii) the first purchase under a tender offer or exchange offer, other than\n           an offer by the  Employer  or any  employee  benefit  plan(s)  of the\n           Employer,  pursuant to which  shares of common  stock of the Employer\n           have been purchased;\n\n      (iii)during any period of two (2) consecutive  years,  individuals who, at\n           the beginning of such period constitute the Board of Directors of the\n           Employer  cease for any  reason  to  constitute  at least a  majority\n           thereof,  unless the election or the  nomination  for the election by\n           stockholders  of the  Employer of each new Director was approved by a\n           vote of at least  two-thirds  (2\/3rds) of the Directors then still in\n           office who were Directors at the beginning of the period; or\n\n      (iv) approval by stockholders of the Employer of a merger,  consolidation,\n           liquidation  or  dissolution  of the Employer,  or the sale of all or\n           substantially all of the assets of the Employer.\n\n\n\n                                       5\n\n 97\n\n\n\n      3.2  PARTICIPANT   COMPENSATION   DEFERRALS.   In  accordance  with  rules\nestablished by the Employer, a Participant may elect to defer Compensation which\nis not yet payable and which would otherwise be paid to the Participant. Amounts\nso  deferred  will  be  considered  a  Participant's  \"Compensation  Deferrals\".\nOrdinarily,  a Participant  shall make such an election with respect to a coming\ntwelve (12) month Plan Year during the period  beginning  on the  December 1 and\nending on the  December 31 of the prior Plan Year,  or during such other  period\nestablished by the Employer.\n\n           Compensation  Deferrals  shall be made  through  regular  payroll  or\nretainer\/meeting fee deductions and\/or through an election by the Participant to\ndefer a bonus payment not yet payable to him or her at the time of the election.\nThe Participant may reduce his or her regular  payroll or  retainer\/meeting  fee\ndeduction  Compensation  Deferral  amount  for a  particular  year as of, and by\nwritten notice delivered to the Employer at least thirty (30) days prior to, the\nbeginning  of any  regular  payroll  period,  with such  reduction  being  first\neffective for  Compensation to be earned in that payroll period.  In the case of\nbonus payment  deferrals,  the  Participant  may reduce his or her bonus payment\ndeferral  percentage  for a particular  year by giving notice to the Employer of\nthe reduced bonus  payment  Compensation  Deferral  amount prior to the date the\napplicable bonus is first due to be paid.\n\n           Once   made,   a   Compensation    Deferral    regular   payroll   or\nretainer\/meeting  fee deduction  election shall continue in force  indefinitely,\nuntil  reduced  by  the  Participant  as  aforesaid  or  until  changed  by  the\nParticipant  for a  coming  year  on a  subsequent  Participant  Enrollment  and\nElection Form provided by the Employer. A bonus payment reduction election, or a\nreduction  thereof  pursuant to the foregoing,  shall continue in force only for\nthe Plan Year for which the election is first effective.\n\n           Compensation Deferrals shall be deducted by the Employer from the pay\nof a deferring  Participant.  There shall be  established  and maintained by the\nEmployer  a  separate   Compensation  Deferral  Account  in  the  name  of  each\nParticipant  to which shall be credited  or  debited:  (a) amounts  equal to the\nParticipant's  Compensation Deferrals;  (b) amounts equal to any deemed earnings\nor losses (to the extent  realized,  based upon deemed fair market  value of the\nAccount's  deemed assets)  attributable or allocable  thereto;  and (c) expenses\nand\/or taxes charged to that Account.\n\n           A Participant  shall at all times be 100% vested in amounts  credited\nto his or her Participant Compensation Deferral Account.\n\n      3.3  CONTRIBUTIONS  TO THE  TRUST.  Amounts  shall be  contributed  by the\nEmployer  to the  Trust  maintained  under  Section  11.1  equal to the  amounts\nrequired to be credited to the Participant's Account under Sections 3.1 and 3.2.\nThe Employer  shall make a good faith effort to contribute  these amounts to the\nTrust as soon as is  practicable  after such  amounts are  determined.  Employer\ncontributions to the Trust shall be made in cash, Stock Unit Plan credits, or in\ncommon stock of the Employer.\n\n\n\n                                       6\n 98\n\n\n                                    ARTICLE 4\n                                    ---------\n\n                               ALLOCATION OF FUNDS\n                               -------------------\n\n      4.1  ALLOCATION  OF DEEMED  EARNINGS  OR LOSSES ON  ACCOUNTS.  Subject  to\nSection 4.5, each Participant  shall have the right to direct the Employer as to\nhow amounts in his or her Plan Account  shall be deemed to be invested.  Subject\nto such  limitations as may from time to time be required by law, imposed by the\nEmployer or the Trustee or contained  elsewhere in the Plan, and subject to such\noperating  rules  and  procedures  as may be  imposed  from  time to time by the\nEmployer,  prior to the date on which a  direction  will become  effective,  the\nParticipant shall have the right to direct the Employer as to how amounts in his\nor her Account shall be deemed to be invested.\n\n           The  Employer   shall  direct  the  Trustee  to  invest  the  account\nmaintained  in the Trust on behalf of the  Participant  pursuant  to the  deemed\ninvestment  directions the Employer  properly has received from the Participant.\nThe  value of the  Participant's  Account  shall  be  equal to the  value of the\naccount  maintained  under the Trust on  behalf of the  Participant.  As of each\nvaluation  date of the Trust,  the  Participant's  Account  will be  credited or\ndebited to reflect the Participant's deemed investments of the Trust.\n\n           The  Participant's  Plan Account will be credited or debited with the\nincrease or decrease in the realizable net asset value or credited interest,  as\napplicable,  of the  designated  deemed  investments,  as  follows.  As of  each\nValuation  Date,  an amount equal to the net increase or decrease in  realizable\nnet asset  value or credited  interest,  as  applicable  (as  determined  by the\nEmployer or the Trustee, as applicable), of each deemed investment option within\nthe Account  since the  preceding  Valuation  Date shall be allocated  among all\nParticipants'  Accounts  deemed  to be  invested  in that  investment  option in\naccordance  with the ratio which the portion of the Account of each  Participant\nwhich is deemed to be invested  within that  investment  option,  determined  as\nprovided  herein,  bears to the  aggregate of all amounts  deemed to be invested\nwithin that investment option.\n\n      4.2  ACCOUNTING  FOR  DISTRIBUTIONS.  As of the  date of any  distribution\nhereunder,  the  distribution  made  hereunder to the  Participant or his or her\nBeneficiary or  Beneficiaries  shall be charged to such  Participant's  Account.\nSuch amounts shall be charged on a pro rata basis against the investments of the\nTrust in which the Participant's Account is deemed to be invested.\n\n      4.3  SEPARATE  ACCOUNTS.  A  separate  account  under  the  Plan  shall be\nestablished and maintained hereunder to reflect the Account for each Participant\nwith  sub-accounts to show separately the applicable  deemed  investments of the\nAccount.\n\n\n                                       7\n\n 99\n\n\n\n      4.4 INTERIM VALUATIONS. If it is determined by the Employer that the value\nof a Participant's  Account as of any date on which distributions are to be made\ndiffers  materially  from the value of the  Participant's  Account  on the prior\nValuation Date upon which the distribution is to be based, the Employer,  in its\ndiscretion,  shall  have the right to  designate  any date in the  interim  as a\nValuation  Date for the purpose of revaluing the  Participant's  Account so that\nthe Account will, prior to the distribution,  reflect its share of such material\ndifference in value.\n\n      4.5  DEEMED  INVESTMENT  DIRECTIONS  OF  PARTICIPANTS.   Subject  to  such\nlimitations as may from time to time be required by law, imposed by the Employer\nor the Trustee or contained elsewhere in the Plan, and subject to such operating\nrules and procedures as may be imposed from time to time by the Employer,  prior\nto and effective for each Designation  Date, each Participant may communicate to\nthe Employer a direction as to how his or her Plan Accounts  should be deemed to\nbe invested among such categories of deemed investments as may be made available\nby the Employer hereunder. Such direction shall designate the percentage (in any\nwhole percent multiples) of the Participant's Plan Account which is requested to\nbe  deemed  to  be  invested   in  such   categories   of  deemed   investments.\nNotwithstanding any contrary provision of the Plan,  Participants shall not have\nthe right to direct the deemed investment of deferrals of director retainer fees\nthat otherwise would have been payable in common stock of the Employer.  Rather,\ndeferrals of director  retainer fees that  otherwise  would have been payable in\ncommon  stock of the  Employer  shall at all times be deemed to be  invested  in\ncommon stock of the Employer.\n\n           An election  concerning  deemed  investment  choices  shall  continue\nindefinitely  until  changed by the  Participant  in a manner  specified  by the\nEmployer.  If the  Employer  receives  an initial or revised  deemed  investment\ndirection   which  it  deems  to  be  incomplete,   unclear  or  improper,   the\nParticipant's investment direction then in effect shall remain in effect (or, in\nthe  case  of a  deficiency  in an  initial  deemed  investment  direction,  the\nParticipant shall be deemed to have filed no deemed investment  direction) until\nthe next  Designation  Date,  unless the Employer  provides for, and permits the\napplication of, corrective action prior thereto.\n\n           If the Employer possesses (or is deemed to possess as provided above)\nat any  time  directions  as to the  deemed  investment  of less  than  all of a\nParticipant's Account, the Participant shall be deemed to have directed that the\nundesignated  portion of the Account be deemed to be invested in a money market,\nfixed  income,  stable  value or similar fund made  available  under the Plan as\ndetermined by the Employer in its discretion.\n\n           Each   Participant   hereunder,   as  a  condition   to  his  or  her\nparticipation hereunder,  agrees to indemnify and hold harmless the Employer and\nits agents and  representatives  from any losses or damages of any kind relating\nto the deemed investment of the Participant's Account hereunder.\n\n           Each  reference in this Section to a  Participant  shall be deemed to\ninclude, where applicable, a reference to a Beneficiary.\n\n\n                                       8\n 100\n\n\n\n      4.6  EXPENSES.   Expenses,   including  Trustee  fees,  allocable  to  the\nadministration  or  operation of an Account  maintained  under the Plan shall be\npaid by the Employer  unless,  in the  discretion of the Employer,  the Employer\nelects to charge such expenses, or any portion thereof,  against the appropriate\nParticipant's  Account or Participants'  Accounts. If an expense, or any portion\nthereof,  is charged against a Participant's  Account,  at the discretion of the\nEmployer,  such  expense,  or  portion  thereof,  either  (i)  will  reduce  the\ncontribution  to the Trust under Section 3.3 next due to be made by the Employer\nin respect of the  Account,  or (ii) will be paid from the Trust to the Employer\nout of assets of the Trust corresponding to the Participant's Account hereunder.\n\n      4.7 TAXES. Any taxes generated by earnings in an Account, as determined by\nthe Employer,  shall be paid by the Employer  unless,  in the  discretion of the\nEmployer,  the  Employer  elects to charge such taxes  against  the  appropriate\nParticipant's  Account  or  Participants'  Accounts.  If a tax amount is charged\nagainst a Participant's Account, at the discretion of the Employer, such expense\neither (i) will reduce the  contribution to the Trust under Section 3.3 next due\nto be made by the Employer in respect of the Account,  or (ii) will be paid from\nthe  Trust to the  Employer  out of assets  of the  Trust  corresponding  to the\nParticipant's Account.\n\n\n\n                                    ARTICLE 5\n                                    ---------\n\n                             ENTITLEMENT TO BENEFITS\n                             -----------------------\n\n\n      5.1  FIXED  PAYMENT  DATES;  TERMINATION  OF  EMPLOYMENT.  On  his  or her\nParticipant  Enrollment  and  Election  Form, a  Participant  may select a fixed\npayment  date for the  payment or  commencement  of payment of his or her vested\nAccount, which will be valued and payable according to the provisions of Article\n6. Such payment  dates may be extended to later dates so long as elections to so\nextend are made by the Participant prior to the then applicable fixed date. Such\npayment dates may not be accelerated.\n\n           Alternatively,  on his or her  Participant  Enrollment  and  Election\nForm, a Participant  may select payment or commencement of payment of his or her\nvested Account at his or her  termination of employment or Director  status with\nthe  Employer,  or at  the  earlier  of a  fixed  payment  date  or  his  or her\ntermination  of  employment or Director  status with the Employer.  In either of\nthese cases,  the extension and  non-acceleration  rules  discussed  above shall\napply to such fixed  payment date and\/or  termination  of  employment  date,  as\napplicable.\n\n           Any fixed  payment date elected by a  Participant  as provided  above\nmust be no  earlier  than the  January 1 of the third  calendar  year  after the\ncalendar year in which the election is made. If a Participant  does not select a\npayment  date  or  dates  as  aforesaid,  his or her  vested  account  shall  be\ndistributed  or  commence  to be  distributed,  as provided in Article 6, at the\ntermination of his or her employment or Director status with the Employer.\n\n\n      5.2  HARDSHIP  DISTRIBUTIONS.  In the event of  financial  hardship of the\nParticipant,  as hereinafter  defined, the Participant may apply to the Employer\nfor the  distribution  of all or any  part  of his or her  vested  Account.  The\nEmployer  shall  consider  the  circumstances  of each such  case,  and the best\ninterests of the Participant and his or her family, and shall have the right, in\nits  sole  discretion,  if  applicable,  to  allow  such  distribution,  or,  if\napplicable,  to direct a  distribution  of part of the amount  requested,  or to\nrefuse to allow any  distribution.  Upon a finding of  financial  hardship,  the\nEmployer shall make the appropriate distribution to the Participant from amounts\nheld by the Employer in respect of the Participant's vested Account. In no event\nshall the aggregate amount of the  distribution  exceed either the full value of\nthe Participant's  vested Account or the amount determined by the Employer to be\nnecessary to alleviate the  Participant's  financial  hardship (which  financial\nhardship may be considered to include any taxes due because of the  distribution\noccurring because of this Section),  and which is not reasonably  available from\nother resources of the Participant.  For purposes of this Section,  the value of\nthe  Participant's  vested  Account  shall be  determined  as of the date of the\ndistribution.\n\n\n                                       9\n\n 101\n\n\n\n           \"Financial  hardship\"  means (a) a severe  financial  hardship to the\nParticipant  resulting from a sudden and  unexpected  illness or accident of the\nParticipant  or of a  dependent  (as  defined  in Code  section  152(a))  of the\nParticipant,  (b) loss of the  Participant's  property due to  casualty,  or (c)\nother similar extraordinary and unforeseeable  circumstances arising as a result\nof events beyond the control of the Participant,  each as determined to exist by\nthe  Employer.  A  distribution  may be made  under this  Section  only with the\nconsent of the Employer.\n\n      5.3 APPLICATION TO TRUSTEE. On the date or dates on which a Participant or\nBeneficiary  is  entitled to payment  under  Section  5.1,  the  Participant  or\nBeneficiary need not make  application for payment to the Employer,  but instead\nmay make  application  for  payment  directly  to the  Trustee who shall pay the\nParticipant  or  Beneficiary  the  appropriate  amount  directly  from the Trust\nwithout the consent of the Employer. The Trustee shall report the amount of each\nsuch payment, and any withholding thereon, to the Employer.\n\n      5.4  RE-EMPLOYMENT  OF  RECIPIENT,   ETC..  If  a  Participant   receiving\ninstallment distributions pursuant to Section 6.2 is re-employed by the Employer\n(or  becomes a member  of the  Employer's  Board of  Directors),  the  remaining\ndistributions  due to the Participant  shall be suspended until such time as the\nParticipant (or his or her Beneficiary) once again becomes eligible for benefits\nunder  Section  5.1 or 5.2,  at which  time such  distribution  shall  commence,\nsubject to the limitations and conditions contained in this Plan.\n\n\n\n                                    ARTICLE 6\n                                    ---------\n\n                            DISTRIBUTION OF BENEFITS\n                            ------------------------\n\n      6.1  AMOUNT.  A  Participant  (or  his or her  Beneficiary)  shall  become\nentitled to receive,  on or about the date or dates selected by the  Participant\non his or her Participant  Enrollment and Election Form or, if none, on or about\nthe date of the Participant's  termination of employment or Director status with\nthe  Employer  (or  earlier as  provided  in Article  5), a  distribution  in an\naggregate  amount equal to the  Participant's  vested  Account.  Any payment due\nhereunder  from the Trust  which is not paid by the Trust for any reason will be\npaid by the Employer from its general assets.\n\n\n                                       10\n 102\n\n\n      6.2  METHOD OF PAYMENT.\n\n           (a)  Cash Or In-Kind Payments.  Payments under the Plan shall be made\nin cash or in-kind, as elected by the Participant,  as permitted by the Employer\nand the Trustee in their sole and absolute  discretion and subject to applicable\nrestrictions  on  transfer  as  may  be  applicable  legally  or  contractually.\nNotwithstanding  the  foregoing,  payments in respect of Stock Unit Plan credits\nthat are deemed to be invested in common stock of the Employer, that are held in\na  Participant's  Account,  will be paid in the form of  Employer  common  stock\n(except as otherwise permitted by the Employer).\n\n           (b)  Timing and Manner of Payment.  In the case of distributions to a\nParticipant or his or her  Beneficiary  by virtue of an entitlement  pursuant to\nSections 5.1, an aggregate amount equal to the Participant's vested Account will\nbe paid by the Trust or the Employer,  as provided in Section 6.1, in a lump sum\nor in five (5) or ten (10) substantially equal annual installments (adjusted for\ngains and losses), as selected by the Participant as provided in Article 5.\n\n           If a Participant fails to designate properly the manner of payment of\nthe Participant's benefit under the Plan, such payment will be in a lump sum.\n\n           If  the  whole  or  any  part  of a  payment  hereunder  is  to be in\ninstallments, the total to be so paid shall continue to be deemed to be invested\npursuant to  Sections  4.1 and 4.5 under such  procedures  as the  Employer  may\nestablish,  in which  case any  deemed  income,  gain,  loss or  expense  or tax\nallocable  thereto (as determined by the Trustee,  in its  discretion)  shall be\nreflected in the installment  payments,  in such equitable manner as the Trustee\nshall determine.\n\n      6.3 DEATH BENEFITS.  If a Participant  dies before  terminating his or her\nemployment or Director  status with the Employer and before the  commencement of\npayments to the  Participant  hereunder,  the entire value of the  Participant's\nAccount shall be paid, at the time(s) selected by the Participant  under Article\n5 and in the manner provided in Section 6.2, to the person or persons designated\nin accordance with Section 7.1.\n\n           Upon the death of a Participant  after payments  hereunder have begun\nbut before he or she has  received  all  payments to which he or she is entitled\nunder the Plan,  the remaining  benefit  payments shall be paid to the person or\npersons  designated in accordance  with Section 7.1, in the manner in which such\nbenefits were payable to the Participant.\n\n      6.4  WITHHOLDING.  All  distributions  under  the Plan are  subject  to\nany applicable tax withholding, as determined by the Employer in its discretion.\n  \n\n\n                                    ARTICLE 7\n                                    ---------\n\n                         BENEFICIARIES; PARTICIPANT DATA\n                         -------------------------------\n\n\n      7.1 DESIGNATION OF  BENEFICIARIES.  Each Participant from time to time may\ndesignate any person or persons (who may be named  contingently or successively)\nto receive  such  benefits  as may be  payable  under the Plan upon or after the\nParticipant's  death,  and such  designation may be changed from time to time by\nthe Participant by filing a new  designation.  Each  designation will revoke all\nprior designations by the same Participant, shall be in a form prescribed by the\nEmployer,  and will be  effective  only when filed in writing  with the Employer\nduring the Participant's lifetime.\n\n\n                                       11\n\n 103\n\n\n           In the absence of a valid Beneficiary designation, or if, at the time\nany  benefit  payment is due to a  Beneficiary,  there is no living  Beneficiary\nvalidly  named by the  Participant,  the  Employer  shall  pay any such  benefit\npayment to the  Participant's  spouse,  if then  living,  but  otherwise  to the\nParticipant's then living descendants, if any, per stirpes, but, if none, to the\nParticipant's  estate.  In  determining  the  existence  or  identity  of anyone\nentitled  to  a  benefit  payment,  the  Employer  may  rely  conclusively  upon\ninformation supplied by the Participant's personal  representative,  executor or\nadministrator.\n\n           If a  question  arises  as to the  existence  or  identity  of anyone\nentitled to receive a benefit payment as aforesaid,  or if a dispute arises with\nrespect to any such payment, then,  notwithstanding the foregoing, the Employer,\nin its sole discretion,  may distribute such payment to the Participant's estate\nwithout liability for any tax or other  consequences which might flow therefrom,\nor may take such other action as the Employer deems to be appropriate.\n\n      7.2  INFORMATION  TO  BE  FURNISHED  BY  PARTICIPANTS  AND  BENEFICIARIES;\nINABILITY TO LOCATE PARTICIPANTS OR BENEFICIARIES. Any communication,  statement\nor notice addressed to a Participant or to a Beneficiary at his or her last post\noffice  address  as shown on the  Employer's  records  shall be  binding  on the\nParticipant or Beneficiary  for all purposes of the Plan. The Employer shall not\nbe obliged to search for any Participant or Beneficiary  beyond the sending of a\nregistered  letter to such last known  address.  If the  Employer  notifies  any\nParticipant  or  Beneficiary  that he or she is entitled to an amount  under the\nPlan and the  Participant or Beneficiary  fails to claim such amount or make his\nor her location known to the Employer within three (3) years  thereafter,  then,\nexcept as otherwise  required by law, if the location of one or more of the next\nof kin of the  Participant  is known to the  Employer,  the  Employer may direct\ndistribution  of such amount to any one or more or all of such next of kin,  and\nin such proportions as the Employer  determines.  If the location of none of the\nforegoing persons can be determined, the Employer shall have the right to direct\nthat the amount  payable  shall be deemed to be a  forfeiture,  except  that the\ndollar amount of the  forfeiture,  unadjusted  for deemed gains or losses in the\ninterim,  shall be paid by the Employer if a claim for the benefit  subsequently\nis made by the  Participant  or the  Beneficiary  to whom it was  payable.  If a\nbenefit payable to an unlocated Participant or Beneficiary is subject to escheat\npursuant to applicable state law, the Employer shall not be liable to any person\nfor any payment made in accordance with such law.\n\n\n\n                                    ARTICLE 8\n                                    ---------\n\n                                 ADMINISTRATION\n                                 --------------\n\n\n      8.1 ADMINISTRATIVE  AUTHORITY.  Except as otherwise  specifically provided\nherein,  the Employer,  acting through its Board of Directors or the designee or\ndesignees thereof,  shall have the sole  responsibility for and the sole control\nof the operation and  administration  of the Plan,  and shall have the power and\nauthority to take all action and to make all decisions and interpretations which\nmay be necessary or  appropriate  in order to  administer  and operate the Plan,\nincluding, without limiting the generality of the foregoing, the power, duty and\nresponsibility to:\n\n\n                                       12\n 104\n\n\n\n           (a)  Resolve  and determine  all disputes or questions  arising under\nthe Plan,  and to remedy any  ambiguities,  inconsistencies  or omissions in the\nPlan.\n\n           (b)  Adopt  such rules of procedure and regulations as in its opinion\nmay be necessary for the proper and efficient  administration of the Plan and as\nare consistent with the Plan.\n\n           (c)  Implement  the Plan in  accordance  with its terms and the rules\nand regulations adopted as above.\n\n           (d)  Make  determinations  with  respect  to the  eligibility  of any\nEligible  Individual as a Participant  and make  determinations  concerning  the\ncrediting of Plan Accounts.\n\n           (e)  Appoint  any  persons  or  firms,  or  otherwise  act to  secure\nspecialized  advice  or  assistance,  as it  deems  necessary  or  desirable  in\nconnection with the  administration  and operation of the Plan, and the Employer\nshall be entitled to rely conclusively upon, and shall be fully protected in any\naction or  omission  taken by it in good  faith  reliance  upon,  the  advice or\nopinion  of such  firms or  persons.  The  Employer  shall  have the  power  and\nauthority to delegate from time to time by written instrument all or any part of\nits duties,  powers or  responsibilities  under the Plan,  both  ministerial and\ndiscretionary,  as it deems appropriate,  to any person or committee, and in the\nsame manner to revoke any such delegation of duties, powers or responsibilities.\nAny action of such person or committee in the exercise of such delegated duties,\npowers or responsibilities shall have the same force and effect for all purposes\nhereunder  as if such  action  had been  taken  by the  Employer.  Further,  the\nEmployer  may  authorize  one or more  persons to  execute  any  certificate  or\ndocument on behalf of the  Employer,  in which event any person  notified by the\nEmployer of such authorization shall be entitled to accept and conclusively rely\nupon any such  certificate or document  executed by such person as  representing\naction by the Employer  until such  notified  person shall have been notified of\nthe revocation of such authority.\n\n      8.2 UNIFORMITY OF DISCRETIONARY  ACTS.  Whenever in the  administration or\noperation  of the Plan  discretionary  actions by the  Employer  are required or\npermitted,  such actions  shall be  consistently  and  uniformly  applied to all\npersons  similarly  situated,  and no such  action  shall be taken  which  shall\ndiscriminate in favor of any particular person or group of persons.\n\n      8.3 LITIGATION.  Except as may be otherwise required by law, in any action\nor judicial  proceeding  affecting the Plan, no Participant or Beneficiary shall\nbe entitled to any notice or service of process,  and any final judgment entered\nin such action shall be binding on all persons interested in, or claiming under,\nthe Plan.\n\n      8.4  CLAIMS  PROCEDURE.  Any person  claiming a benefit  under the Plan (a\n\"Claimant\") shall present the claim, in writing, to the Employer or the Trustee,\nand the  Employer  or the  Trustee  shall  respond in  writing.  If the claim is\ndenied,  the written notice of denial shall state, in a manner  calculated to be\nunderstood by the Claimant:\n\n\n                                       13\n 105\n\n\n\n           (a)  The  specific  reason or reasons for the denial,  with  specific\nreferences to the Plan provisions on which the denial is based;\n\n           (b)  A   description  of  any  additional   material  or  information\nnecessary for the Claimant to perfect his or her claim and an explanation of why\nsuch material or information is necessary; and\n\n           (c)  An explanation of the Plan's claims review procedure.\n\n           The written notice denying or granting the Claimant's  claim shall be\nprovided  to the  Claimant  within  ninety  (90) days  after the  Employer's  or\nTrustee's  receipt  of  the  claim,  unless  special  circumstances  require  an\nextension of time for  processing  the claim.  If such an extension is required,\nwritten notice of the extension shall be furnished by the Employer or Trustee to\nthe  Claimant  within the  initial  ninety (90) day period and in no event shall\nsuch an  extension  exceed a period  of  ninety  (90)  days  from the end of the\ninitial ninety (90) day period.  Any extension notice shall indicate the special\ncircumstances  requiring  the  extension  and the date on which the  Employer or\nTrustee  expects to render a decision  on the  claim.  Any claim not  granted or\ndenied within the period noted above shall be deemed to have been denied.\n\n           Any  Claimant  whose  claim is denied,  or deemed to have been denied\nunder the preceding  sentence (or such  Claimant's  authorized  representative),\nmay,  within  sixty  (60) days  after the  Claimant's  receipt  of notice of the\ndenial,  or after the date of the deemed denial,  request a review of the denial\nby notice given, in writing, to the Employer or Trustee. Upon such a request for\nreview,  the  claim  shall  be  reviewed  by the  Employer  or  Trustee  (or its\ndesignated  representative)  which may,  but shall not be required to, grant the\nClaimant a  hearing.  In  connection  with the  review,  the  Claimant  may have\nrepresentation,  may  examine  pertinent  documents,  and may submit  issues and\ncomments in writing.\n\n           The decision on review  normally shall be made within sixty (60) days\nof the Employer's  receipt of the request for review. If an extension of time is\nrequired  due to special  circumstances,  the  Claimant  shall be  notified,  in\nwriting,  by the  Employer  or Trustee,  and the time limit for the  decision on\nreview  shall be extended  to one hundred  twenty  (120) days.  The  decision on\nreview  shall be in  writing  and  shall  state,  in a manner  calculated  to be\nunderstood  by the  Claimant,  the  specific  reasons for the decision and shall\ninclude  references  to the relevant  Plan  provisions  on which the decision is\nbased.  The written decision on review shall be given to the Claimant within the\nsixty (60) day (or, if applicable,  the one hundred twenty (120) day) time limit\ndiscussed  above. If the decision on review is not  communicated to the Claimant\nwithin the sixty (60) day (or, if applicable,  the one hundred twenty (120) day)\nperiod  discussed  above,  the claim  shall be deemed to have been  denied  upon\nreview.  All  decisions on review shall be final and binding with respect to all\nconcerned parties.\n\n\n\n                                       14\n 106\n\n\n                                    ARTICLE 9\n                                    ---------\n\n                                    AMENDMENT\n                                    ---------\n\n      9.1 RIGHT TO AMEND. The Employer, by written instrument executed by a duly\nauthorized  representative  of the  Employer,  shall have the right to amend the\nPlan,  at any time and with respect to any  provisions  hereof,  and all parties\nhereto or claiming  any  interest  hereunder  shall be bound by such  amendment;\nprovided,  however,  that no such  amendment  shall deprive a  Participant  or a\nBeneficiary of a right accrued hereunder prior to the date of the amendment.\n\n      9.2 AMENDMENTS TO ENSURE PROPER CHARACTERIZATION OF PLAN.  Notwithstanding\nthe  provisions  of Section  9.1, the Plan may be amended by the Employer at any\ntime,  retroactively  if required in the  opinion of the  Employer,  in order to\nensure that the Plan is characterized as \"top-hat\" plan as described under ERISA\nsections  201(2),  301(a)(3),  and  401(a)(1),  and to  conform  the Plan to the\nprovisions and  requirements  of any  applicable  law  (including  ERISA and the\nCode).  No such amendment  shall be considered  prejudicial to any interest of a\nParticipant or a Beneficiary hereunder.\n\n\n\n                                   ARTICLE 10\n                                   ----------\n\n                                   TERMINATION\n                                   -----------\n\n      10.1 EMPLOYER'S RIGHT TO TERMINATE OR SUSPEND PLAN. The Employer  reserves\nthe right to terminate the Plan and\/or its obligation to make further credits to\nPlan Accounts.  The Employer also reserves the right to suspend the operation of\nthe Plan for a fixed or indeterminate period of time.\n\n      10.2 AUTOMATIC TERMINATION OF PLAN. The Plan automatically shall terminate\nupon the dissolution of the Employer,  or upon its merger into or  consolidation\nwith any other corporation or business organization if there is a failure by the\nsurviving  corporation or business  organization to adopt specifically and agree\nto continue the Plan.\n\n      10.3  SUSPENSION OF  DEFERRALS.  In the event of a suspension of the Plan,\nthe Employer  shall  continue all aspects of the Plan,  other than  Compensation\nDeferrals  and  Employer  Contribution   Credits,   during  the  period  of  the\nsuspension,  in which event  payments  hereunder will continue to be made during\nthe period of the suspension in accordance with Articles 5 and 6.\n\n\n                                       15\n 107\n\n\n      10.4 ALLOCATION AND DISTRIBUTION. This Section shall become operative on a\ncomplete  termination  of the Plan.  The  provisions  of this Section also shall\nbecome  operative  in  the  event  of a  partial  termination  of the  Plan,  as\ndetermined  by the  Employer,  but only with respect to that portion of the Plan\nattributable to the Participants to whom the partial  termination is applicable.\nUpon the effective date of any such event,  notwithstanding any other provisions\nof the Plan, no persons who were not theretofore  Participants shall be eligible\nto  become  Participants,  the value of the  interest  of all  Participants  and\nBeneficiaries  shall be determined and, after deduction of estimated expenses in\nliquidating and, if applicable, paying Plan benefits, paid to them as soon as is\npracticable after such termination.\n\n      10.5 SUCCESSOR TO EMPLOYER. Any corporation or other business organization\nwhich is a successor  to the  Employer by reason of a  consolidation,  merger or\npurchase of substantially all of the assets of the Employer shall have the right\nto become a party to the Plan by adopting the same by resolution of the entity's\nboard of directors or other  appropriate  governing body. If, within ninety (90)\ndays from the effective  date of such  consolidation,  merger or sale of assets,\nsuch new entity  does not become a party  hereto,  as above  provided,  the Plan\nautomatically  shall be  terminated,  and the  provisions  of Section 10.4 shall\nbecome operative.\n\n\n                                   ARTICLE 11\n                                   ----------\n\n                                    THE TRUST\n                                    ---------\n\n\n      11.1  ESTABLISHMENT  OF TRUST. The Employer shall establish the Trust with\nthe Trustee  pursuant to such terms and conditions as are set forth in the Trust\nagreement to be entered into between the Employer and the Trustee.  The Trust is\nintended to be treated as a \"grantor\" trust under the Code and the establishment\nof the Trust is not intended to cause the  Participant to realize current income\non amounts contributed thereto, and the Trust shall be so interpreted.\n\n\n                                   ARTICLE 12\n                                   ----------\n\n                                  MISCELLANEOUS\n                                  -------------\n\n      12.1  LIMITATIONS ON LIABILITY OF EMPLOYER.  Neither the  establishment of\nthe Plan nor any modification thereof, nor the creation of any account under the\nPlan,  nor the  payment of any  benefits  under the Plan shall be  construed  as\ngiving to any  Participant or other person any legal or equitable  right against\nthe Employer, or any officer or employer thereof except as provided by law or by\nany Plan provision. The Employer does not in any way guarantee any Participant's\nAccount from loss or depreciation, whether caused by poor investment performance\nof a deemed  investment or the inability to realize upon an investment due to an\ninsolvency  affecting an  investment  vehicle or any other  reason.  In no event\nshall the Employer, or any successor, employee, officer, director or stockholder\nof the  Employer,  be liable to any person on  account  of any claim  arising by\nreason  of the  provisions  of the  Plan  or of any  instrument  or  instruments\nimplementing its provisions, or for the failure of any Participant,  Beneficiary\nor other person to be entitled to any particular tax  consequences  with respect\nto the Plan, or any credit or distribution hereunder.\n\n\n                                       16\n\n 108\n\n\n\n      12.2  CONSTRUCTION.  If any provision of the Plan is held to be illegal or\nvoid, such illegality or invalidity shall not affect the remaining provisions of\nthe Plan,  but shall be fully  severable,  and the Plan shall be  construed  and\nenforced as if said illegal or invalid provision had never been inserted herein.\nFor all  purposes of the Plan,  where the context  admits,  the  singular  shall\ninclude the plural,  and the plural  shall  include  the  singular.  Headings of\nArticles and Sections  herein are inserted only for convenience of reference and\nare not to be considered in the  construction of the Plan. The laws of the State\nof Maryland  shall  govern,  control and  determine all questions of law arising\nwith respect to the Plan and the  interpretation  and validity of its respective\nprovisions,  except  where  those laws are  preempted  by the laws of the United\nStates.  Participation under the Plan will not give any Participant the right to\nbe retained in the service of the Employer nor any right or claim to any benefit\nunder the Plan unless such right or claim has specifically accrued hereunder.\n\n           The Plan is intended to be and at all times shall be interpreted  and\nadministered so as to qualify as a top-hat plan (as aforesaid), and no provision\nof the Plan shall be  interpreted  so as to give any individual any right in any\nassets of the  Employer  which  right is  greater  than the  rights of a general\nunsecured creditor of the Employer.\n\n      12.3  SPENDTHRIFT  PROVISION.  No amount  payable  to a  Participant  or a\nBeneficiary  under the Plan will, except as otherwise  specifically  provided by\nlaw,  be  subject  in  any  manner  to  anticipation,   alienation,  attachment,\ngarnishment,  sale,  transfer,  assignment  (either at law or in equity),  levy,\nexecution, pledge, encumbrance,  charge or any other legal or equitable process,\nand any  attempt  to do so will be void;  nor will any  benefit be in any manner\nliable for or subject to the debts, contracts, liabilities, engagements or torts\nof the person entitled thereto.  Further, (i) the withholding of taxes from Plan\nbenefit  payments,  (ii) the recovery under the Plan of overpayments of benefits\npreviously  made to a  Participant  or  Beneficiary,  (iii) if  applicable,  the\ntransfer  of benefit  rights from the Plan to another  plan,  or (iv) the direct\ndeposit of benefit  payments  to an  account  in a banking  institution  (if not\nactually part of an arrangement  constituting an assignment or alienation) shall\nnot be construed as an assignment or alienation.\n\n           In  the  event  that  any  Participant's  or  Beneficiary's  benefits\nhereunder  are  garnished  or  attached by order of any court,  the  Employer or\nTrustee may bring an action or a  declaratory  judgment in a court of  competent\njurisdiction to determine the proper  recipient of the benefits to be paid under\nthe Plan.  During the pendency of said action,  any benefits that become payable\nshall be held as credits to the  Participant's or  Beneficiary's  Account or, if\nthe Employer or Trustee prefers,  paid into the court as they become payable, to\nbe  distributed  by the court to the  recipient as the court deems proper at the\nclose of said action.\n\n      IN WITNESS WHEREOF, the Employer has caused this Amendment and Restatement\nof the Plan to be executed  and its seal to be affixed  hereto,  effective as of\nthe 1st day of March, 1998.\n\n\n\n\nATTEST\/WITNESS                                THE RYLAND GROUP, INC.\n\n\n   \/S\/ Kelly Elinsky                          By:    \/S\/ Edward W. Gold   (SEAL)\n----------------------------------                ------------------------------\n\nPrint: Kelly Elinsky                          Print Name: Edward W. Gold\n       \n                                              Date:  April 13, 1999\n\n                                       17\n 109\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8733],"corporate_contracts_industries":[9480],"corporate_contracts_types":[9539,9542],"class_list":["post-39788","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ryland-group","corporate_contracts_industries-construction__contractors","corporate_contracts_types-compensation","corporate_contracts_types-compensation__deferred"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39788","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39788"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39788"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39788"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39788"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}