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Nonqualified Deferred Compensation Plan - KB Home

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Nonqualified Deferred Compensation Plan
Master Plan Document

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                     NONQUALIFIED DEFERRED COMPENSATION PLAN

                             EFFECTIVE MARCH 1, 2001











                               COPYRIGHT (C) 2000
                         BY COMPENSATION RESOURCE GROUP
                               ALL RIGHTS RESERVED



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                                      TABLE OF CONTENTS




                                                                                             PAGE
                                                                                             ----
                                                                                          
Purpose          ..............................................................................1

ARTICLE 1        Definitions...................................................................1

ARTICLE 2        Selection, Enrollment, Eligibility............................................8

         2.1    Selection by Committee.........................................................8
         2.2    Enrollment Requirements........................................................8
         2.3    Eligibility; Commencement of Participation.....................................8
         2.4    Termination of Participation and/or Deferrals..................................8

ARTICLE 3        Deferral Commitments/Company Matching/Crediting/Taxes.........................9

         3.1    Minimum Deferrals..............................................................9
         3.2    Maximum Deferrals.............................................................10
         3.3    Election to Defer; Effect of Election Form....................................10
         3.4    Withholding of Annual Deferral Amounts........................................12
         3.5    Annual Company Contribution Amount............................................12
         3.6    Annual Company Matching Amount................................................12
         3.7    Stock Option Amount...........................................................12
         3.8    Restricted Stock Amount.......................................................13
         3.9    Rollover Amount...............................................................13
         3.10   Investment of Trust Assets....................................................13
         3.11   Sources of Stock..............................................................13
         3.12   Vesting.......................................................................13
         3.13   Crediting/Debiting of Account Balances........................................14
         3.14   FICA and Other Taxes..........................................................16
         3.15   Distribution..................................................................17

ARTICLE 4        Short-Term Payout; Unforeseeable Financial Emergencies; Withdrawal Election..17

         4.1    Short-Term Payout.............................................................17
         4.2    Other Benefits Take Precedence Over Short-Term................................17
         4.3    Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies.........18
         4.4    Withdrawal Election...........................................................18

ARTICLE 5        Retirement Benefit...........................................................18

         5.1    Retirement Benefit............................................................18
         5.2    Payment of Retirement Benefit.................................................18





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         5.3    Death Prior to Completion of Retirement Benefit...............................19

ARTICLE 6        Pre-Retirement Survivor Benefit..............................................19

         6.1    Pre-Retirement Survivor Benefit...............................................19
         6.2    Payment of Pre-Retirement Survivor Benefit....................................19

ARTICLE 7        Termination Benefit..........................................................20

         7.1    Termination Benefit...........................................................20
         7.2    Payment of Termination Benefit................................................20

ARTICLE 8        Disability Waiver and Benefit................................................20

         8.1    Disability Waiver.............................................................20
         8.2    Continued Eligibility; Disability Benefit.....................................21

ARTICLE 9        Beneficiary Designation......................................................21

         9.1    Beneficiary...................................................................21
         9.2    Beneficiary Designation; Change; Spousal Consent..............................21
         9.3    Acknowledgement...............................................................21
         9.4    No Beneficiary Designation....................................................21
         9.5    Doubt as to Beneficiary.......................................................22
         9.6    Discharge of Obligations......................................................22

ARTICLE 10       Leave of Absence.............................................................22

         10.1   Paid Leave of Absence.........................................................22
         10.2   Unpaid Leave of Absence.......................................................22

ARTICLE 11       Termination, Amendment or Modification.......................................22

         11.1   Termination...................................................................22
         11.2   Amendment.....................................................................23
         11.3   Plan Agreement................................................................23
         11.4   Effect of Payment.............................................................23

ARTICLE 12       Administration...............................................................23

         12.1   Committee Duties..............................................................23
         12.2   Administration Upon Change In Control.........................................24
         12.3   Agents........................................................................24
         12.4   Binding Effect of Decisions...................................................24
         12.5   Indemnity of Committee........................................................25
         12.6   Employer Information..........................................................25





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                                                                                             PAGE
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ARTICLE 13       Other Benefits and Agreements................................................25

         13.1   Coordination with Other Benefits..............................................25

ARTICLE 14       Claims Procedures............................................................25

         14.1   Presentation of Claim.........................................................25
         14.2   Notification of Decision......................................................25
         14.3   Review of a Denied Claim......................................................26
         14.4   Decision on Review............................................................26
         14.5   Legal Action..................................................................26

ARTICLE 15       Trust........................................................................26

         15.1   Establishment of the Trust....................................................26
         15.2   Interrelationship of the Plan and the Trust...................................27
         15.3   Distributions From the Trust..................................................27
         15.4   Stock Transferred to the Trust................................................27

ARTICLE 16       Miscellaneous................................................................27

         16.1   Status of Plan................................................................27
         16.2   Unsecured General Creditor....................................................27
         16.3   Employer's Liability..........................................................27
         16.4   Nonassignability..............................................................28
         16.5   Not a Contract of Employment..................................................28
         16.6   Furnishing Information........................................................28
         16.7   Terms.........................................................................28
         16.8   Captions......................................................................28
         16.9   Governing Law.................................................................28
         16.10  Notice........................................................................28
         16.11  Successors....................................................................29
         16.12  Spouse's Interest.............................................................29
         16.13  Validity......................................................................29
         16.14  Incompetent...................................................................29
         16.15  Court Order...................................................................29
         16.16  Distribution in the Event of Taxation.........................................30
         16.17  Insurance.....................................................................30
         16.18  Legal Fees To Enforce Rights After Change in Control..........................30





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                                     KB HOME

                     NONQUALIFIED DEFERRED COMPENSATION PLAN

                             Effective March 1, 2001

                                     PURPOSE

        The purpose of this Plan is to provide specified benefits to a select
group of management and highly compensated Employees who contribute materially
to the continued growth, development and future business success of KB Home, a
Delaware corporation, and its subsidiaries, if any, that sponsor this Plan. This
Plan shall be unfunded for tax purposes and for purposes of Title I of ERISA.


                                    ARTICLE 1
                                   DEFINITIONS

        For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1     "Account Balance" shall mean, with respect to a Participant, a credit on
        the records of the Employer equal to the sum of (i) the Deferral Account
        balance, (ii) the vested Company Contribution Account balance, (iii) the
        vested Company Matching Account balance, (iv) the Stock Option Account
        balance, (v) the Restricted Stock Account balance and (vi) the Rollover
        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.

1.2     "Annual Base Salary" shall mean the annual cash compensation relating to
        services performed during any calendar year, whether or not paid in such
        calendar year or included on the Federal Income Tax Form W-2 for such
        calendar year, excluding bonuses, commissions, overtime, fringe
        benefits, stock options, relocation expenses, incentive payments,
        non-monetary awards, directors fees and other fees, automobile and other
        allowances paid to a Participant for employment services rendered
        (whether or not such allowances are included in the Employee's gross
        income). As provided in Section 3.3 notwithstanding anything in this
        Plan to the contrary, a Participant's deferrals under this Plan in each
        year shall not commence with respect to any portion of his/her Annual
        Base Salary unless and until that Participant has deferred into the
        401(k) Plan the maximum amount authorized by Section 402(g).

1.3     "Annual Bonus" shall mean any compensation, in addition to Annual Base
        Salary relating to services performed during any calendar year, whether
        or not paid in such calendar year or included on the Federal Income Tax
        Form W-2 for such calendar year, payable to a Participant as an Employee
        under any Employer's annual bonus or cash incentive plans, excluding
        stock options, restricted stock based upon the performance of services
        during such calendar year, and commissions.




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1.4     "Annual Company Contribution Amount" shall mean, for any one Plan Year,
        the amount determined in accordance with Section 3.5.

1.5     "Annual Company Matching Amount" shall mean, for any one Plan Year, the
        amount determined in accordance with Section 3.6.

1.6     "Annual Deferral Amount" shall mean that portion of a Participant's
        Annual Base Salary or Annual Bonus, as applicable, that a Participant
        elects to have, and is deferred, in accordance with Article 3, for any
        one Plan Year. In the event of a Participant's Retirement, Disability
        (if deferrals cease in accordance with Section 8.1), death or a
        Termination of Employment prior to the end of a Plan Year, such year's
        Annual Deferral Amount shall be the actual amount withheld prior to such
        event.

1.7     "Annual Installment Method" shall be an annual 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
        shall be calculated as of the most recent Valuation Date. The annual
        installment shall be calculated by multiplying this balance by a
        fraction, the numerator of which is one, and the denominator of which is
        the remaining number of annual payments due the Participant. By way of
        example, if the Participant elects a 10-year Annual Installment Method,
        the first payment shall be 1/10 of the Account Balance as of the most
        recent Valuation Date. The following year, the payment shall be 1/9 of
        the Account Balance as of the most recent Valuation Date. Each annual
        installment shall be paid on or as soon as practicable after the amount
        is calculated.

1.8     "Annual Restricted Stock Amount" shall mean, with respect to a
        Participant for any one Plan Year, the value of unvested restricted
        stock under any Company stock incentive plan, deferred in accordance
        with Section 3.8 of this Plan.

1.9     "Annual Stock Option Amount" shall mean, with respect to a Participant
        for any one Plan Year, the amount of Qualifying Gains deferred on
        Eligible Stock Option exercise in accordance with Section 3.7 of this
        Plan, calculated using the closing price of Stock as of the end of the
        business day closest to the date of such Eligible Stock Option exercise.

1.10    "Beneficiary" shall mean one or more persons, trusts, estates or other
        entities, designated in accordance with Article 9, or entitled under
        Article 9 in the absence of a designation, that are entitled to receive
        benefits under this Plan upon the death of a Participant.

1.11    "Beneficiary Designation Form" shall mean the form established from time
        to time by the Committee that a Participant completes, signs and returns
        to the Committee to designate one or more Beneficiaries.

1.12    "Board" shall mean the board of directors of the Company.

1.13    "Change in Control" shall mean the first to occur of either of the
        following events:




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        (a)    individuals who, as of the effective date of this Plan,
               constitute the Board of Directors of the Company (as of the date
               hereof the "Incumbent Board") cease for any reason to constitute
               at least a majority of the directors constituting the Board of
               Directors, provided that any person becoming a director
               subsequent to the effective date of this Plan whose election, or
               nomination for election by the Company's shareholders, was
               approved by a vote of at least three-quarters (3/4) of the then
               directors who are members of the Incumbent Board (other than an
               election or nomination of an individual whose initial assumption
               of office is (i) in connection with the acquisition by a third
               person, including a "group" as such term is used in Section
               13(d)(3) of the Securities Exchange Act of 1934, as amended (the
               "Act"), of beneficial ownership, directly or indirectly, of 20%
               or more of the combined voting securities ordinarily having the
               right to vote for the election of directors of the Company
               (unless such acquisition of beneficial ownership was approved by
               a majority of the Board of Directors who are members of the
               Incumbent Board), or (ii) in connection with an actual or
               threatened election contest relating to the election of the
               directors of the Company, as such terms are used in Rule 14a-11
               of Regulation 14A promulgated under the Act) shall be, for
               purposes of this Plan, considered as though such person were a
               member of the Incumbent Board; or

        (b)    the Board of Directors (a majority of which shall consist of
               directors who are members of the Incumbent Board) has determined
               that a Change in Control shall have occurred.

1.14    "Claimant" shall have the meaning set forth in Section 14.1.

1.15    "Code" shall mean the Internal Revenue Code of 1986, as it may be
        amended from time to time.

1.16    "Committee" shall mean the committee described in Article 12.

1.17    "Company" shall mean KB Home, a Delaware corporation, and any successor
        to all or substantially all of the Company's assets or business.

1.18    "Company Contribution Account" shall mean (i) the sum of the
        Participant's Annual Company Contribution Amounts, plus (ii) amounts
        credited (net of amounts debited) in accordance with all the applicable
        crediting provisions of this Plan that relate to the Participant's
        Company Contribution Account, less (iii) all distributions made to the
        Participant or his or her Beneficiary pursuant to this Plan that relate
        to the Participant's Company Contribution Account.

1.19    "Company Matching Account" shall mean (i) the sum of all of a
        Participant's Annual Company Matching Amounts, plus (ii) amounts
        credited (net of amounts debited) in accordance with all the applicable
        provisions of this Plan that relate to the Participant's Company
        Matching Account, less (iii) all distributions made to the Participant
        or his or her Beneficiary pursuant to this Plan that relate to the
        Participant's Company Matching Account.




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1.20    "Deduction Limitation" shall mean the following described limitation on
        a benefit that may otherwise be distributable pursuant to the provisions
        of this Plan. Except as otherwise provided, this limitation shall be
        applied to all distributions that are "subject to the Deduction
        Limitation" under this Plan. If an Employer determines in good faith
        prior to a Change in Control that there is a reasonable likelihood that
        any compensation paid to a Participant for a taxable year of the
        Employer would not be deductible by the Employer solely by reason of the
        limitation under Code Section 162(m), then to the extent deemed
        necessary by the Employer to ensure that the entire amount of any
        distribution to the Participant pursuant to this Plan prior to the
        Change in Control is deductible, the Employer may defer all or any
        portion of a distribution under this Plan. Any amounts deferred pursuant
        to this limitation shall continue to be credited and debited with
        additional amounts in accordance with Section 3.13 below, even if such
        amount is being paid out in installments. The amounts so deferred and
        amounts credited (net of amounts debited) thereon shall be distributed
        to the Participant or his or her Beneficiary (in the event of the
        Participant's death) at the earliest possible date, as determined by the
        Employer in good faith, on which the deductibility of compensation paid
        or payable to the Participant for the taxable year of the Employer
        during which the distribution is made will not be limited by Section
        162(m), or if earlier, the effective date of a Change in Control.
        Notwithstanding anything to the contrary in this Plan, the Deduction
        Limitation shall not apply to any distributions made after a Change in
        Control.

1.21    "Deferral Account" shall mean (i) the sum of all of a Participant's
        Annual Deferral Amounts, plus (ii) amounts credited (net of amounts
        debited) in accordance with all the applicable provisions of this Plan
        that relate to the Participant's Deferral Account, less (iii) all
        distributions made to the Participant or his or her Beneficiary pursuant
        to this Plan that relate to his or her Deferral Account.

1.22    "Disability" shall mean a period of disability during which a
        Participant qualifies for permanent disability benefits under the KB
        Home Long-term Disability Plan, or, if a Participant does not
        participate in such plan, a period of disability during which the
        Participant would have qualified for permanent disability benefits under
        such plan had the Participant been a participant in such plan, as
        determined in the sole discretion of the Committee. If the Participant's
        Employer does not sponsor such plan, or discontinues to sponsor such
        plan, Disability shall be determined by the Committee in its sole
        discretion.

1.23    "Disability Benefit" shall mean the benefit set forth in Article 8.

1.24    "Election Form" shall mean the form established from time to time by the
        Committee that a Participant completes, signs and returns to the
        Committee to make an election under the Plan.

1.25    "Eligible Stock Option" shall mean one or more non-qualified stock
        option(s) selected by the Committee in its sole discretion and
        exercisable under a plan or arrangement of any Employer permitting a
        Participant under this Plan to defer gain with respect to such option.

1.26    "Employee" shall mean a person who is an employee of any Employer.




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1.27    "Employer" shall mean the Company or any of its subsidiaries (now in
        existence or hereafter formed or acquired) that have been selected by
        the Board to participate in the Plan and have adopted the Plan.

1.28    "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
        as it may be amended from time to time.

1.29    "First Plan Year" shall mean the period beginning March 1, 2001 and
        ending December 31, 2001.

1.30    "401(k) Plan" shall be that certain Kaufman and Broad Home Corporation,
        Inc. 401(k) Savings Plan adopted by the Company, as it may be amended
        from time to time.

1.31    "Participant" shall mean any Employee (i) who is selected by the Board
        (or a committee to which the Board has delegated such authority) from
        among the highly compensated and management employees of the Employer to
        participate in the Plan, (ii) who elects to participate in the Plan,
        (iii) who signs a Plan Agreement, an Election Form and a Beneficiary
        Designation Form, (iv) whose signed Plan Agreement, Election Form and
        Beneficiary Designation Form are accepted by the Committee, (v) who
        commences participation in the Plan, and (vi) whose Plan Agreement has
        not terminated. A spouse or former spouse of a Participant shall not be
        treated as a Participant in the Plan or have an account balance under
        the Plan, even if he or she has an interest in the Participant's
        benefits under the Plan as a result of applicable law or property
        settlements resulting from legal separation or divorce.

1.32    "Plan" shall mean the KB HOME NONQUALIFIED DEFERRED COMPENSATION PLAN,
        effective March 1, 2001 which shall be evidenced by this instrument and
        by each Plan Agreement, as they may be amended from time to time.

1.33    "Plan Agreement" shall mean a written agreement, as may be amended from
        time to time, which is entered into by and between an Employer and a
        Participant. Each Plan Agreement executed by a Participant and the
        Participant's Employer shall provide for the entire benefit to which
        such Participant is entitled under the Plan; should there be more than
        one Plan Agreement, the Plan Agreement bearing the latest date of
        acceptance by the Employer shall supersede all previous Plan Agreements
        in their entirety and shall govern such entitlement. The terms of any
        Plan Agreement may be different for any Participant, and any Plan
        Agreement may provide additional benefits not set forth in the Plan or
        limit the benefits otherwise provided under the Plan; provided, however,
        that any such additional benefits or benefit limitations must be agreed
        to by both the Employer and the Participant.

1.34    "Plan Year" shall, for the first Plan Year, begin on March 1, 2001, and
        end on December 31, 2001. For each Plan Year thereafter, the Plan Year
        shall mean a period beginning on January 1 of each calendar year and
        continuing through December 31 of such calendar year.

1.35    "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
        Article 6.




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1.36    "Qualifying Gain" shall mean the value accrued upon exercise of an
        Eligible Stock Option (i) using a Stock-for-Stock payment method and
        (ii) having an aggregate fair market value in excess of the total Stock
        purchase price necessary to exercise the option. In other words, the
        Qualifying Gain upon exercise of an Eligible Stock Option equals the
        total market value of the shares (or share equivalent units) as to which
        the option is exercised minus the total exercise price for such shares
        under the option. For example, assume a Participant elects to defer the
        Qualifying Gain accrued upon exercise of an Eligible Stock Option to
        purchase 1000 shares of Stock at an exercise price of $20 per share,
        when Stock has a current fair market value of $25 per share. Using the
        Stock-for-Stock payment method, the Participant would deliver 800 shares
        of Stock (worth $20,000) to exercise the Eligible Stock Option and
        receive, in return, 800 shares of Stock plus a Qualifying Gain (in this
        case, in the form of an unfunded and unsecured promise to pay money or
        property in the future) equal to $5,000 (i.e., the current value of the
        remaining 200 shares of Stock).

1.37    "Restricted Stock" shall mean unvested shares of restricted stock
        awarded to the Participant under any Company stock incentive plan.

1.38    "Restricted Stock Account" shall mean (i) the sum of the Participant's
        Annual Restricted Stock Amounts, plus (ii) amounts credited (net of
        amounts debited) in accordance with all the applicable provisions of
        this Plan that relate to the Participant's Restricted Stock Account,
        less (iii) all distributions made to the Participant or his or her
        Beneficiary pursuant to this Plan that relate to the Participant's
        Restricted Stock Account.

1.39    "Restricted Stock Amount" shall mean, for any grant of Restricted Stock,
        the amount of such Restricted Stock deferred in accordance with Section
        3.8 of this Plan, calculated using the closing price of Stock as of the
        end of the business day closest to the date such Restricted Stock would
        otherwise vest, but for the election to defer.

1.40    "Retirement", "Retire(s)" or "Retired" shall mean, with respect to an
        Employee, severance from employment from all Employers for any reason
        other than a leave of absence, death or Disability at such time as the
        sum of the Employee's age and Years of Service equals at least
        sixty-five (65) or more, provided that the Employee is then at least
        fifty-five (55) years of age.

1.41    "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.42    "Rollover Account" shall mean (i) the sum of the Participant's Rollover
        Amount, plus (ii) amounts credited (net of amounts debited) in
        accordance with all the applicable provisions of this Plan that relate
        to the Participant's Rollover Account, less (iii) all distributions made
        to the Participant or his or her Beneficiary pursuant to this Plan that
        relate to the Participant's Rollover Account.

1.43    "Rollover Amount" shall mean the amount determined in accordance with
        Section 3.9.

1.44    "Short-Term Payout" shall mean the payout set forth in Section 4.1.




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1.45    "Stock" shall mean KB Home common stock, $1.00 par value, or any other
        equity securities of the Company designated by the Committee.

1.46    "Stock Option Account" shall mean the sum of (i) the Participant's
        Annual Stock Option Amounts, plus (ii) amounts credited (net of amounts
        debited) in accordance with all the applicable provisions of this Plan
        that relate to the Participant's Stock Option Account, less (iii) all
        distributions made to the Participant or his or her Beneficiary pursuant
        to this Plan that relate to the Participant's Stock Option Account.

1.47    "Stock Option Amount" shall mean, for any Eligible Stock Option, the
        amount of Qualifying Gains deferred in accordance with Section 3.7 of
        this Plan, calculated using the closing price of Stock as of the end of
        the business day closest to the date of exercise of such Eligible Stock
        Option.

1.48    "Supplemental Deferral Plan" shall mean the Kaufman and Broad Home
        Corporation, Inc. Supplemental Deferral plan heretofore adopted by the
        Company

1.49    "Termination Benefit" shall mean the benefit set forth in Article 7.

1.50    "Termination of Employment" shall mean the severing of employment with
        an Employer, voluntarily or involuntarily, for any reason other than
        Retirement, Disability, death or an authorized leave of absence.
        Termination of Employment shall not be deemed to occur, however, upon
        the transfer of a Participant from the employ of the Company or another
        Employer to the employ of any subsidiary or affiliate, regardless of
        whether that subsidiary or affiliate is an Employer under the Plan. For
        purposes of this Plan, "affiliate" means (1) any entity 50% or more of
        the voting interest in which is owned, directly or indirectly, by an
        entity which owns, directly or indirectly, 50% or more of the voting
        interest in the Company and (2) any entity which owns, directly or
        indirectly, 50% or more of the voting interest in the Company.

1.51    "Trust" shall mean one or more trusts established pursuant to that
        certain Master Trust Agreement, dated as of March 1, 2000 between the
        Company and the trustee named therein, as amended from time to time.

1.52    "Unforeseeable Financial Emergency" shall mean an unanticipated
        emergency that is caused by an event beyond the control of the
        Participant that would result in severe financial hardship to the
        Participant resulting from (i) a sudden and unexpected illness or
        accident of the Participant or a dependent of the Participant, (ii) a
        loss of the Participant's property due to casualty, or (iii) another
        extraordinary and unforeseeable circumstance arising as a result of
        events beyond the control of the Participant, all as determined in the
        sole discretion of the Committee.

1.53    "Valuation Date" shall mean the last day of each Plan Year or any other
        date as of which the Committee, in its sole discretion, designates as a
        Valuation Date.




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1.54    "Years of Plan Participation" shall mean the total number of full Plan
        Years a Participant has been selected for participation in the Plan
        prior to his or her Termination of Employment (determined without regard
        to whether deferral elections have been made by the Participant for any
        Plan Year). Any partial year shall not be counted. Notwithstanding the
        previous sentence, a Participant's first Plan Year of participation
        shall be treated as a full Plan Year for purposes of this definition,
        even if it is only a partial Plan Year of participation.

1.55    "Years of Service" shall mean the total number of full years in which a
        Participant has been employed by one or more Employers. A year of
        employment shall be a 365-day period (or 366-day period in the case of a
        leap year) that, for the first year of employment, commences on the
        Employee's date of hiring and that, for any subsequent year, commences
        on an anniversary of that hiring date. Any partial year of employment
        shall not be counted. Notwithstanding any provision of this Plan that
        may be construed to the contrary, for purposes of this definition, the
        Committee may, in its sole and absolute discretion, deem a Participant
        to be credited with additional Years of Service.


                                    ARTICLE 2
                       SELECTION, ENROLLMENT, ELIGIBILITY

2.1     SELECTION BY COMMITTEE. Participation in the Plan shall be limited to a
        select group of Employees of the Employers, each of whom is a member of
        management or is highly compensated. From the group of Employees who are
        management or highly compensated, the Committee shall select, in its
        sole discretion, Employees to participate in the Plan.

2.2     ENROLLMENT REQUIREMENTS. As a condition to participation, each selected
        Employee shall complete, execute and return to the Committee a Plan
        Agreement, an Election Form and a Beneficiary Designation Form, all
        within the number of days specified by the Committee after he or she is
        selected to participate in the Plan. In addition, the Committee may
        establish from time to time such other enrollment requirements as it
        determines in its sole discretion are necessary.

2.3     ELIGIBILITY; COMMENCEMENT OF PARTICIPATION. Provided an Employee
        selected to participate in the Plan has met all enrollment requirements
        set forth in this Plan and required by the Committee, including
        returning all required documents to the Committee within the specified
        time period, that Employee shall commence participation in the Plan on
        the first day of the month following the month in which the Employee
        completes all enrollment requirements. If an Employee fails to meet all
        such requirements within the period required, in accordance with Section
        2.2, that Employee shall not be eligible to participate in the Plan
        until the first day of the Plan Year following the delivery to and
        acceptance by the Committee of the required documents.

2.4     TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Committee
        determines in good faith that a Participant no longer qualifies as a
        member of a select group of management or highly compensated employees,
        as membership in such group is determined in accordance with




                                       8
<PAGE>

        Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shall
        have the right, in its sole discretion, to (i) terminate any deferral
        election the Participant has made for the remainder of the Plan Year in
        which the Participant's membership status changes, and (ii) prevent the
        Participant from making future deferral elections or, in the Committee's
        discretion, may also (iii) immediately distribute the Participant's then
        Account Balance as a Termination Benefit and terminate the Participant's
        participation in the Plan.


                                    ARTICLE 3
              DEFERRAL COMMITMENTS/COMPANY MATCHING/CREDITING/TAXES

3.1     MINIMUM DEFERRALS.

        (a)    ANNUAL BASE SALARY AND ANNUAL BONUS. For each Plan Year, a
               Participant may elect to defer, as his or her Annual Deferral
               Amount, Annual Base Salary or Annual Bonus, or both, in the
               following minimum amounts for each deferral elected:



                        ------------------------------------------------------
                                  DEFERRAL                 MINIMUM AMOUNT
                        ------------------------------------------------------
                                                        
                              Annual Base Salary               $2,000
                        ------------------------------------------------------
                              Annual Bonus                     $2,000
                        ------------------------------------------------------



               If an election is made for less than stated minimum amounts, or
               if no election is made, the amount deferred shall be zero.

        (b)    SHORT PLAN YEAR. Notwithstanding the foregoing, if a Participant
               first becomes a Participant after the first day of a Plan Year,
               or in the case of the first Plan Year of the Plan itself, the
               minimum Annual Base Salary deferral shall be an amount equal to
               the minimum set forth above, multiplied by a fraction, the
               numerator of which is the number of complete months remaining in
               the Plan Year and the denominator of which is 12.

        (c)    STOCK OPTION AMOUNT. For each Eligible Stock Option, a
               Participant may elect to defer, as his or her Stock Option
               Amount, the receipt of shares of Stock to which the Participant
               is entitled upon exercise of such option, provided that the
               election pertains to at least the number of shares having
               following minimum percentage of Qualifying Gain (as a percentage
               of all of the Qualifying Gain with respect to exercise of the
               Eligible Stock Option:



                        ------------------------------------------------------
                                   DEFERRAL              MINIMUM PERCENTAGE
                        ------------------------------------------------------
                                                      
                              Qualifying Gain                   25%
                        ------------------------------------------------------



               provided, however, that such Stock Option Amount shall be no less
               than the lesser of $50,000 or 100% of such Qualifying Gain.




                                       9
<PAGE>

        (d)    RESTRICTED STOCK AMOUNT. For Restricted Stock, a Participant may
               elect to defer, as his or her Restricted Stock Amount, the
               following minimum percentage of the Participant's Restricted
               Stock as to which the condition to vesting is lapsing at that
               time:



                        ------------------------------------------------------
                                   DEFERRAL              MINIMUM PERCENTAGE
                        ------------------------------------------------------
                                                      
                              Restricted Stock                    25%
                        ------------------------------------------------------


               provided, however, that the Annual Restricted Stock Amount shall
               be no less than the lesser of $50,000 or 100% of the
               Participant's Restricted Stock then vesting.

3.2     MAXIMUM DEFERRAL.

        (a)    ANNUAL BASE SALARY AND ANNUAL BONUS. For each Plan Year, a
               Participant may elect to defer, as his or her Annual Deferral
               Amount, Annual Base Salary and Annual Bonus up to the following
               maximum percentages for each deferral elected:



                        ------------------------------------------------------
                                   DEFERRAL              MAXIMUM PERCENTAGE
                        ------------------------------------------------------
                                                      
                              Annual Base Salary                75%
                        ------------------------------------------------------
                              Annual Bonus                      75%
                        ------------------------------------------------------


        (b)    Notwithstanding the foregoing, if a Participant first becomes a
               Participant after the first day of a Plan Year, or in the case of
               the first Plan Year of the Plan itself, the maximum Annual
               Deferral Amount, with respect to Annual Base Salary and Annual
               Bonus shall be limited to the amount of compensation not yet
               earned by the Participant as of the date the Participant submits
               a Plan Agreement and Election Form to the Committee for
               acceptance.

        (c)    For each Eligible Stock Option, a Participant may elect to defer,
               as his or her Stock Option Amount, receipt of Stock having
               Qualifying Gain up to the following maximum percentage with
               respect to exercise of the Eligible Stock Option:



                        ------------------------------------------------------
                                   DEFERRAL              MAXIMUM PERCENTAGE
                        ------------------------------------------------------
                                                      
                              Qualifying Gain                   100%
                        ------------------------------------------------------


        (d)    Stock Option Amounts may also be limited by other terms or
               conditions set forth in the stock option plan or agreement under
               which such options are granted.

        (e)    A Participant may elect to defer up to 100% of his or her
               Restricted Stock as to which restrictions lapse.

3.3     ELECTION TO DEFER; EFFECT OF ELECTION FORM.




                                       10
<PAGE>


        (a)    FIRST PLAN YEAR. Within thirty days after being designated by the
               Committee for participation in the Plan, the Participant shall
               make an irrevocable deferral election for the Plan Year in which
               the Participant commences participation, along with such other
               elections as the Committee deems necessary or desirable under the
               Plan. Notwithstanding anything in this Plan to the contrary, a
               Participant may not defer any portion of his/her Annual Base
               Salary to the Plan unless and until that Participant has deferred
               into the 401(k) Plan for the calendar year the maximum amount
               authorized by Section 402(g). For these elections to be valid,
               the Election Form must be completed and signed by the
               Participant, timely delivered to the Committee (in accordance
               with Section 2.2 above) and accepted by the Committee.
               Notwithstanding a timely filed election, deferrals of a
               Participant's Annual Base Salary under this Plan shall not be
               effected in any calendar year until such time as the aggregate
               amount deferred under the 401(k) Plan from Annual Base Salary and
               Annual Bonus in that calendar year equals the maximum amount
               authorized by Section 402(g) for that calendar year.

        (b)    SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an
               irrevocable deferral election for that Plan Year, and such other
               elections as the Committee deems necessary or desirable under the
               Plan, shall be made by timely delivering to the Committee, in
               accordance with its rules and procedures, before the end of the
               Plan Year preceding the Plan Year for which the election is made,
               a new Election Form. If no such Election Form is timely delivered
               for a Plan Year, the Annual Deferral Amount shall be zero for
               that Plan Year. Notwithstanding anything in this Plan to the
               contrary, a Participant may not defer any portion of his/her
               Annual Base Salary to the Plan unless and until that Participant
               has deferred into the 401(k) Plan the maximum amount authorized
               by Section 402(g). Notwithstanding a timely filed election,
               deferrals of a Participant's Annual Base Salary under this Plan
               shall not be effected in any calendar year until such time as the
               aggregate amount deferred under the 401(k) Plan from Annual Base
               Salary and Annual Bonus in that calendar year equals the maximum
               amount authorized by Section 402(g) for that calendar year.

        (c)    STOCK OPTION DEFERRAL. For an election to defer gain upon an
               Eligible Stock Option exercise to be valid: (i) a separate
               irrevocable Election Form must be completed and signed by the
               Participant with respect to the Eligible Stock Option; (ii) the
               Election Form must be timely delivered to the Committee and
               accepted by the Committee at least six (6) months prior to the
               date the Participant elects to exercise the Eligible Stock
               Option; (iii) the Eligible Stock Option must be exercised using
               an actual or phantom Stock-for-Stock payment method; and (iv) the
               Stock actually or constructively delivered by the Participant to
               exercise the Eligible Stock Option must have been owned by the
               Participant during the entire six (6) month period prior to its
               delivery.

        (d)    RESTRICTED STOCK. For an election to defer Restricted Stock
               Amounts to be valid: (i) a separate irrevocable Election Form
               must be completed and signed by the Participant, with respect to
               such Restricted Stock; and (ii) such Election Form must be timely
               delivered to the Committee and accepted by the Committee at least
               six (6) months prior




                                       11
<PAGE>

               to the date such Restricted Stock vests under the terms of the
               Company's stock incentive plan.

3.4     WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, for each
        Participant, the Annual Base Salary portion of the Annual Deferral
        Amount shall be withheld from each regularly scheduled Annual Base
        Salary payroll in equal amounts after the 401(k) Plan has been funded to
        the 402(g) limit for that Participant, as adjusted from time to time for
        increases and decreases in Annual Base Salary. The Annual Bonus portion
        of the Annual Deferral Amount shall be withheld at the time the Annual
        Bonus is or otherwise would be paid to the Participant, provided this is
        after the 401(k) Plan has been funded to the 402(g) limit for that
        Participant, whether or not this occurs during the Plan Year itself.

3.5     ANNUAL COMPANY CONTRIBUTION AMOUNT. For each Plan Year, an Employer, in
        its sole discretion, may, but is not required to, credit any amount it
        desires to any Participant's Company Contribution Account under this
        Plan, which amount shall be for that Participant the Annual Company
        Contribution 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, even though one or more other Participants receive an
        Annual Company Contribution Amount for that Plan Year. The Annual
        Company Contribution Amount, if any, shall be credited as of the last
        day of the Plan Year. If a Participant is not employed by an Employer as
        of the last day of a Plan Year for a reason other than his or her
        Retirement or death while employed, the Annual Company Contribution
        Amount for that Plan Year shall be zero.

3.6     ANNUAL COMPANY MATCHING AMOUNT. A Participant's Annual Company Matching
        Amount for any Plan Year shall be the sum of all Pay Period Company
        Matching Contributions for the Plan Year. For this purpose, a Pay Period
        Company Matching Contribution shall mean an amount which, when added to
        the matching contribution allocated to the Participant's account under
        the 401(k) Plan for the same pay period, equals the match the
        Participant would have received under the 401(k) Plan during the
        corresponding plan year of the 401(k) Plan, if the portion of Annual
        Base Salary elected to be deferred had instead been elected and
        contributed as a salary deferral contribution under the 401(k) Plan
        (determined as if the 401(k) Plan was not subject to the limitations
        imposed under Code Sections 401(a)(17), 401(k)(3), 402(g) and 415). The
        Annual Company Matching Amount shall be credited during the Plan Year on
        a pay period-by-pay period basis. Notwithstanding any provision of this
        Plan to the contrary, the Company shall have the right, in its sole and
        absolute discretion, to alter the manner in which the Annual Company
        Matching Amount is calculated and/or to terminate the Annual Company
        Matching Amount.

3.7     STOCK OPTION AMOUNT. Subject to any terms and conditions imposed by the
        Committee, Participants may elect to defer, under the Plan, receipt of
        Stock to which they are entitled as a result of an Eligible Stock Option
        exercise. Stock Option Amounts, equal to the Qualifying Gains
        attributable to the Stock as to which receipt is deferred shall be
        credited to the Participant




                                       12
<PAGE>

        on the books of the Employer at the time Stock would otherwise have been
        delivered to the Participant pursuant to the Eligible Stock Option
        exercise, but for the election to defer.

3.8     RESTRICTED STOCK AMOUNT. Subject to any terms and conditions imposed by
        the Committee, Participants may elect to defer, under the Plan, receipt
        of Restricted Stock. Restricted Stock Amounts shall be credited to the
        Participant on the books of the Employer in connection with such an
        election at the time the Restricted Stock would otherwise vest (i.e.,
        the restrictions on such Stock would otherwise lapse) under the terms of
        the Company's stock incentive plan, but for the election to defer, and
        the certificates representing such shares of Stock, if previously
        delivered to the Participant, shall be returned to the Employer before
        such time.

3.9     ROLLOVER AMOUNT. If an Employee has an account balance in the
        Supplemental Deferral Plan, the Company will specify a Transfer Date on
        which the Employee's Supplemental Deferral Plan account balance, as
        determined as of the Transfer Date, shall be transferred and added to
        the Participant's Account Balance under this Plan, and shall thereafter
        be governed by the terms and conditions of this Plan and shall be
        referred to as the "Rollover Amount." All elections made by a
        Participant with respect to his or her account balance under the
        Supplemental Deferral Plan shall apply to his or her Rollover Amount
        under this Plan.

3.10    INVESTMENT OF TRUST ASSETS. The Trustee of the Trust shall be
        authorized, upon written instructions received from the Committee or
        investment manager appointed by the Committee, to invest and reinvest
        the assets of the Trust in accordance with the applicable Trust
        Agreement, including the disposition of Stock and reinvestment of the
        proceeds in one or more investment vehicles designated by the Committee.

3.11    SOURCES OF STOCK. If Stock is credited under the Plan in the Trust in
        connection with an Eligible Stock Option exercise or in connection with
        a deferral of Restricted Stock, the shares so credited shall be deemed
        to have originated, and shall be counted against the number of shares
        reserved, under such other plan, program or arrangement.

3.12    VESTING.

        (a)    A Participant shall at all times be 100% vested in his or her
               Deferral Account, Stock Option Account, Restricted Stock Account
               and Rollover Account.

        (b)    A Participant shall be vested in his or her Company Contribution
               Account in accordance with the vesting schedules established by
               the Committee, in its sole and absolute discretion, for each
               Annual Company Contribution Amount (and amounts credited or
               debited thereon) at the time each such Annual Company
               Contribution Amount is first credited to the Participant's
               Account Balance under the Plan. The vesting schedules established
               by the Committee for each Annual Company Contribution Amount may
               be different for different Participants.




                                       13
<PAGE>

        (c)    A Participant shall be vested in his or her Annual Company
               Matching Amount in accordance with the following schedule:



               -----------------------------------------------------------------------------
                     YEARS OF SERVICE ON DATE          VESTED PERCENTAGE OF ANNUAL COMPANY
                   OF TERMINATION OF EMPLOYMENT                 MATCHING ACCOUNT
               -----------------------------------------------------------------------------
                                                    
                         Less than 1 year                              0%
               -----------------------------------------------------------------------------
                 1 year or more, but less than 2                       10%
               -----------------------------------------------------------------------------
                 2 years or more, but less than 3                      25%
               -----------------------------------------------------------------------------
                 3 years or more, but less than 4                      50%
               -----------------------------------------------------------------------------
                 4 years or more, but less than 5                      75%
               -----------------------------------------------------------------------------
                          5 years or more                             100%
               -----------------------------------------------------------------------------


        (d)    Notwithstanding anything to the contrary contained in this
               Section 3.12, except as provided in subsection (d) below, in the
               event of a Change in Control, a Participant's Company
               Contribution Account and Company Matching Account shall
               immediately become 100% vested (without regard to whether it is
               already vested in accordance with the above vesting schedules).

        (e)    Notwithstanding subsection (d) in this Section 3.12, the vesting
               schedule for a Participant's Company Contribution Account shall
               not be accelerated to the extent that the Committee determines
               that such acceleration would cause the deduction limitations of
               Section 280G of the Code to become effective. In the event that
               any portion of a Participant's Company Contribution Account is
               not vested pursuant to such a determination, the Participant may
               request independent verification of the Committee's calculations
               with respect to the application of Section 280G. In such case,
               the Committee must provide to the Participant within 15 business
               days of such a request an opinion from a nationally recognized
               accounting firm selected by the Participant (the "Accounting
               Firm"), to the effect that, in the Accounting Firm's opinion that
               any limitation in the vested percentage hereunder is necessary to
               avoid the limits of Section 280G, and containing supporting
               calculations, or, in the absence of such an opinion, shall cause
               the relevant portion of the Participant's Company Contribution
               Account to become vested. The cost of such opinion shall be paid
               for by the Company.

3.13    CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
        to, the rules and procedures that are established from time to time by
        the Committee, in its sole discretion, amounts shall be credited or
        debited to a Participant's Account Balance in accordance with the
        following rules:

        (a)    ELECTION OF MEASUREMENT FUNDS. Subject to Section 3.13(f) below,
               a Participant, in connection with his or her initial deferral
               election in accordance with Section 3.3(a) above, shall elect, on
               the Election Form, one or more Measurement Fund(s) to be used to
               determine the additional amounts to be credited to his or her
               Account Balance for the first business day in which the
               Participant commences participation in the Plan and continuing
               thereafter for each subsequent day in which the Participant
               participates in the




                                       14
<PAGE>

               Plan, unless changed in accordance with the next sentence.
               Subject to Section 3.13(f) below, commencing with the first
               business day that follows the Participant's commencement of
               participation in the Plan and continuing thereafter for each
               subsequent day in which the Participant participates in the Plan,
               the Participant may (but is not required to) elect, by submitting
               an Election Form to the Committee that is accepted by the
               Committee, to add or delete one or more Measurement Fund(s) to be
               used to determine the additional amounts to be credited to his or
               her Account Balance, or to change the portion of his or her
               Account Balance allocated to each previously or newly elected
               Measurement Fund. If an election is made in accordance with the
               previous sentence, it shall apply to the next business day and
               continue thereafter for each subsequent day in which the
               Participant participates in the Plan, unless changed in
               accordance with the previous sentence.

        (b)    PROPORTIONATE ALLOCATION. In making any election described in
               Section 3.13(a) above, the Participant shall specify on the
               Election Form, in increments of five percentage points (5%), the
               percentage of his or her Account Balance to have gains and losses
               measured by a Measurement Fund.

        (c)    MEASUREMENT FUNDS. From time to time, the Committee in its sole
               discretion shall select and announce to Participants its
               selection of mutual funds, insurance company separate accounts,
               indexed rates or other methods, one of which shall be the Stock
               (each, a "Measurement Fund"), for the purpose of providing the
               basis on which gains and losses shall be attributed to Account
               Balances under the Plan. The Committee may, in its sole
               discretion, discontinue, substitute or add a Measurement Fund at
               any time, provided, however, that the Committee may never
               discontinue or substitute the Company Stock Measurement Fund.
               Each such action will take effect as of the first day of the
               calendar quarter that follows by thirty (30) days the day on
               which the Committee gives Participants advance written notice of
               such change.

        (d)    CREDITING OR DEBITING METHOD. The performance of each elected
               Measurement Fund (either positive or negative) will be determined
               by the Committee, in its reasonable discretion, based on
               available reports of the performance of the Measurement Funds. 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, as determined by the Committee 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 applicable to such day, as of the
               close of business on such day, at the closing price on such date;
               (ii) the portion of the Annual Deferral Amount that was actually
               deferred during any day were invested in the Measurement Fund(s)
               selected by the Participant, in the percentages applicable to
               such day, no later than the close of business on the first
               business day after the day on which such amounts are actually
               deferred from the Participant's Annual Base Salary through
               reductions in his or her payroll, at the closing price on such
               date; and (iii) any distribution made to a Participant that
               decreases such




                                       15
<PAGE>

               Participant's Account Balance ceased being invested in the
               Measurement Fund(s), in the percentages applicable to such day,
               no earlier than one business day prior to the distribution, at
               the closing price on such date. The Participant's Annual Stock
               Option Amount(s) shall be credited to his or her Stock Option
               Account no later than the close of business on the first business
               day after the day on which the Eligible Stock Option was
               exercised. The Participant's Annual Restricted Stock Amounts
               shall be credited to his or her Restricted Stock Account no later
               than the close of business on the first business day after the
               day on which the Restricted Stock to which it relates would have
               vested, but for the election to defer.

        (e)    NO ACTUAL INVESTMENT. Notwithstanding any other provision of this
               Plan that may be interpreted to the contrary, the Measurement
               Funds are to be used for measurement purposes only, and a
               Participant's election of any such Measurement Fund, the
               allocation to his or her Account Balance thereto, the calculation
               of additional amounts and the crediting or debiting of such
               amounts to a Participant's Account Balance shall not be
               considered or construed in any manner as an actual investment of
               his or her Account Balance in any such Measurement Fund. In the
               event that the Company or the Trustee (as that term is defined in
               the Trust), in its own discretion, decides to invest funds in any
               or all of the Measurement Funds, no Participant shall have any
               rights in or to such investments themselves. Without limiting the
               foregoing, a Participant's Account Balance shall at all times be
               a bookkeeping entry only and shall not represent any investment
               made on his or her behalf by the Company or the Trust; the
               Participant shall at all times remain an unsecured creditor of
               the Company.

        (f)    STOCK OPTION ACCOUNT AND RESTRICTED STOCK ACCOUNT MUST BE
               ALLOCATED TO COMPANY STOCK MEASUREMENT FUND. Notwithstanding any
               provision of this Plan that may be construed to the contrary, a
               Participant's Stock Option Account and Restricted Stock Account
               must always be allocated to the Company Stock Measurement Fund,
               may never be reallocated to any other Measurement Fund and must
               be distributed from this Plan in the form of actual shares of
               Stock.

3.14    FICA AND OTHER TAXES.

        (a)    ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
               Deferral Amount is being withheld from a Participant, the
               Participant's Employer(s) shall withhold from that portion of the
               Participant's Annual Base Salary or Annual Bonus that is not
               being deferred, in a manner determined by the Employer(s), the
               Participant's share of FICA, other employment taxes and other
               employee contributions on such Annual Deferral Amount. If
               necessary, the Committee may reduce the Annual Deferral Amount in
               order to comply with this Section 3.14.

        (b)    COMPANY MATCHING AMOUNTS. When a participant becomes vested in a
               portion of his or her Company Matching Account, the Participant's
               Employer(s) shall withhold from the Participant's Annual Base
               Salary or Annual Bonus that is not deferred, in a manner




                                       16
<PAGE>

               determined by the Employer(s), the Participant's share of FICA
               and other employment taxes. If necessary, the Committee may
               reduce the vested portion of the Participant's Company Matching
               Account in order to comply with this Section 3.14.

        (c)    ANNUAL STOCK OPTION AMOUNTS AND ANNUAL RESTRICTED STOCK AMOUNTS.
               For each Plan Year in which an Annual Stock Option Amount or
               Annual Restricted Stock Amount is being first withheld from a
               Participant, the Participant's Employer(s) shall withhold from
               that portion of the Participant's Annual Base Salary or Annual
               Bonus that is not being deferred, in a manner determined by the
               Employer(s), the Participant's share of FICA and other employment
               taxes on such Annual Stock Option Amount or Annual Restricted
               Stock Amount. If necessary, the Committee may reduce the Annual
               Deferral Amount in order to comply with this Section 3.14.

3.15    DISTRIBUTIONS. The Participant's Employer(s), or the trustee of the
        Trust, shall withhold from any payments made to a Participant under this
        Plan all federal, state and local income, employment and other taxes
        required to be withheld by the Employer(s), or the trustee of the Trust,
        in connection with such payments, in amounts and in a manner to be
        determined in the sole discretion of the Employer(s) and the trustee of
        the Trust, respectively (whichever is making the payment).


                                    ARTICLE 4
             SHORT-TERM PAYOUT; UNFORESEEABLE FINANCIAL EMERGENCIES;
                               WITHDRAWAL ELECTION

4.1     SHORT-TERM PAYOUT. In connection with each election to defer an Annual
        Deferral Amount, a Participant may irrevocably elect to receive a future
        "Short-Term Payout" from the Plan with respect to such Annual Deferral
        Amount. Subject to the Deduction Limitation, the Short-Term Payout shall
        be a lump sum payment in an amount that is equal to the Annual Deferral
        (or a specified portion thereof) plus amounts credited or debited in the
        manner provided in Section 3.13 above on that amount, determined at the
        time that the Short-Term Payout becomes payable (rather than the date of
        a Termination of Employment) or, alternatively if so elected by the
        Participant, a fixed stated sum, up to the total Account. Subject to the
        Deduction Limitation and the other terms and conditions of this Plan,
        each Short-Term Payout elected shall be paid out during a 60 day period
        commencing immediately after the last day of any Plan Year designated by
        the Participant that is at least three Plan Years after the Plan Year in
        which the Annual Deferral Amount is actually deferred.

4.2     OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM. Should an event occur
        that triggers a benefit under Article 5, 6, 7 or 8, any Annual Deferral
        Amount, plus amounts credited or debited thereon, that is subject to a
        Short-Term 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.




                                       17
<PAGE>

4.3     WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
        If the Participant experiences an Unforeseeable Financial Emergency, the
        Participant may petition the Committee to (i) suspend any deferrals
        required to be made by a Participant or (ii) receive a partial or full
        payout from the Plan. The payout shall not exceed the lesser of the
        Participant's Account Balance, calculated as if such Participant were
        receiving a Termination Benefit, or the amount reasonably needed to
        satisfy the Unforeseeable Financial Emergency. If, subject to the sole
        discretion of the Committee, the petition for a suspension and/or payout
        is approved, suspension shall take effect upon the date of approval and
        any payout shall be made within 60 days of the date of approval. The
        payment of any amount under this Section 4.3 shall not be subject to the
        Deduction Limitation.

4.4     WITHDRAWAL ELECTION. A Participant (or, after a Participant's death, his
        or her Beneficiary) may elect, at any time, to withdraw a portion or all
        of his or her Account Balance, calculated as if there had occurred a
        Termination of Employment as of the day of the election, less a
        withdrawal penalty equal to 10% of the amount withdrawn (the net amount
        shall be referred to as the "Withdrawal Amount"). This election can be
        made at any time, before or after Retirement, Disability, death or
        Termination of Employment, and whether or not the Participant (or
        Beneficiary) is in the process of being paid pursuant to an installment
        payment schedule. If made before Retirement, Disability or death, a
        Participant's Withdrawal Amount shall be his or her Account Balance (or
        portion of his or her Account Balance elected by the Participant)
        calculated as if there had occurred a Termination of Employment as of
        the day of the election. Notwithstanding anything in this Section or the
        Plan to the contrary, a Participant may not elect a Withdrawal Amount
        less than $5,000. The Participant (or his or her Beneficiary) shall make
        this election by giving the Committee advance written notice of the
        election in a form determined from time to time by the Committee. The
        Participant (or his or her Beneficiary) shall be paid the Withdrawal
        Amount within 60 days of his or her election and the Participant's
        Account shall concurrently be reduced by the Withdrawal Amount plus the
        10% penalty. The payment of this Withdrawal Amount shall not be subject
        to the Deduction Limitation.


                                    ARTICLE 5
                               RETIREMENT BENEFIT

5.1     RETIREMENT BENEFIT. Subject to the Deduction Limitation, a Participant
        who Retires shall receive, as a Retirement Benefit, his or her Account
        Balance.

5.2     PAYMENT OF RETIREMENT BENEFIT. A Participant, in connection with his or
        her commencement of participation in the Plan, shall elect on an
        Election Form the form in which the Retirement Benefit will be paid, if
        that benefit becomes payable under the terms of the Plan, which form
        shall be a lump sum or an Annual Installment Method of 5, 10, or 15
        years. The Participant may annually change his or her election to an
        allowable alternative payout period by submitting a new Election Form to
        the Committee, provided that the last such Election Form that is
        submitted at least 1 year prior to the Participant's Retirement and is
        accepted by the Committee




                                       18
<PAGE>

        in its sole discretion shall be the governing Election Form as to this
        matter. If a Participant does not make any election with respect to the
        payment of the Retirement Benefit, then such benefit shall be payable in
        a lump sum. The lump sum payment shall be made, or installment payments
        shall commence, no later than 60 days after the Participant Retires. Any
        payment made shall be subject to the Deduction Limitation.

5.3     DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT. If a Participant dies
        after Retirement but before the Retirement Benefit is paid in full, the
        Participant's unpaid Retirement Benefit payments shall continue and
        shall be paid to the Participant's Beneficiary (a) over the remaining
        number of years and in the same amounts as that benefit would have been
        paid to the Participant had the Participant survived, or (b) in a lump
        sum, if requested by the Beneficiary and allowed in the sole discretion
        of the Committee, that is equal to the Participant's unpaid remaining
        Account Balance.


                                    ARTICLE 6
                         PRE-RETIREMENT SURVIVOR BENEFIT

6.1     PRE-RETIREMENT SURVIVOR BENEFIT. Subject to the Deduction Limitation,
        the Participant's Beneficiary shall receive a Pre-Retirement Survivor
        Benefit equal to the Participant's Account Balance if the Participant
        dies before he or she Retires, experiences a Termination of Employment
        or suffers a Disability.

6.2     PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. A Participant, in connection
        with his or her commencement of participation in the Plan, shall elect
        on an Election Form whether the Pre-Retirement Survivor Benefit shall be
        received by his or her Beneficiary in a lump sum or pursuant to an
        Annual Installment Method of 5, 10 or 15 years. The Participant may
        annually change this election to an allowable alternative payout period
        by submitting a new Election Form to the Committee, which form must be
        accepted by the Committee in its sole discretion. The Election Form most
        recently accepted by the Committee prior to the Participant's death
        shall govern the payout of the Participant's Pre-Retirement Survivor
        Benefit. If a Participant does not make any election with respect to the
        payment of the Pre-Retirement Survivor Benefit, then such benefit shall
        be paid in a lump sum. Despite the foregoing, if the Participant's
        Account Balance at the time of his or her death is less than $25,000,
        payment of the Pre-Retirement Survivor Benefit may be made, in the sole
        discretion of the Committee, in a lump sum or pursuant to an Annual
        Installment Method of not more than 5 years. The lump sum payment shall
        be made, or installment payments shall commence, no later than 60 days
        after the Committee is provided with proof that is satisfactory to the
        Committee of the Participant's death. Any payment made shall be subject
        to the Deduction Limitation.




                                       19
<PAGE>

                                    ARTICLE 7
                               TERMINATION BENEFIT

7.1     TERMINATION BENEFIT. Subject to the Deduction Limitation, the
        Participant shall receive a Termination Benefit, which shall be equal to
        the Participant's Account Balance if a Participant experiences a
        Termination of Employment prior to his or her Retirement, death or
        Disability.

7.2     PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be paid to
        a Participant in a lump sum. Notwithstanding the foregoing or anything
        in this Plan to the contrary, to the extent a Participant's Account
        Balance is equal to or greater than $25,000 at the time of Termination
        of Employment, the Participant may request that the Committee cause the
        Termination Benefit to be paid pursuant to a method other than lump sum.
        The Committee may, in its sole discretion, accept, modify or reject the
        request of a Participant to pay the Termination Benefit pursuant to a
        method other than lump sum. The lump sum payment shall be made, or
        installment payments shall commence, no later than 60 days after
        Participant terminates his or her employment. Notwithstanding anything
        in this Section 7.2 or the Plan to the contrary, a Participant may
        request that the Company pay the lump sum payment or commence the
        installment payments 60 days after the end of the Plan Year in which the
        Participant terminates his or her employment. The Committee may, in its
        sole discretion, accept or reject such a request from a Participant.


                                    ARTICLE 8
                          DISABILITY WAIVER AND BENEFIT

8.1     DISABILITY WAIVER.

        (a)    WAIVER OF DEFERRAL. A Participant who is determined by the
               Committee to be suffering from a Disability shall (i) have no
               further deferrals of the Annual Deferral Amount that would
               otherwise have been withheld from a Participant's Annual Base
               Salary or Annual Bonus for the Plan Year during which the
               Participant first suffers a Disability and (ii) have no deferral
               of any unvested Restricted Stock Amount or unexercised Stock
               Option Amount as to which the Participant had previously elected
               deferral. During the period of Disability, the Participant shall
               not be allowed to make any additional deferral elections, but
               will continue to be considered a Participant for all other
               purposes of this Plan.

        (b)    RETURN TO WORK. If a Participant returns to employment with an
               Employer, after a Disability ceases, the Participant may elect to
               defer an Annual Deferral Amount, Stock Option Amount and
               Restricted Stock Amount for the Plan Year following his or her
               return to employment or service and for every Plan Year
               thereafter while a Participant in the Plan; provided such
               deferral elections are otherwise allowed and an Election Form is
               delivered to and accepted by the Committee for each such election
               in accordance with Section 3.3 above.




                                       20
<PAGE>

8.2     CONTINUED ELIGIBILITY; DISABILITY BENEFIT. A Participant suffering a
        Disability shall, for benefit purposes under this Plan, continue to be
        considered to be employed and shall be eligible for the benefits
        provided for in Articles 4, 5, 6 or 7 in accordance with the provisions
        of those Articles. Notwithstanding the above, the Committee shall have
        the right to, in its sole and absolute discretion and for purposes of
        this Plan only, and must in the case of a Participant who is otherwise
        eligible to Retire, deem the Participant to have experienced a
        Termination of Employment, or in the case of a Participant who is
        eligible to Retire, to have Retired, at any time (or in the case of a
        Participant who is eligible to Retire, as soon as practicable) after
        such Participant is determined to be suffering a Disability, in which
        case the Participant shall receive a Disability Benefit equal to his or
        her Account Balance at the time of the Committee's determination;
        provided, however, that should the Participant otherwise have been
        eligible to Retire, he or she shall be paid in accordance with Article
        5. The Disability Benefit shall be paid in a lump sum within 60 days of
        the Committee's exercise of such right. Any payment made shall be
        subject to the Deduction Limitation.


                                    ARTICLE 9
                             BENEFICIARY DESIGNATION

9.1     BENEFICIARY. Each Participant shall have the right, at any time, to
        designate his or her Beneficiary(ies) (both primary and contingent) to
        receive any benefits payable under the Plan to a beneficiary upon the
        death of a Participant. The Beneficiary designated under this Plan may
        be the same as or different from the Beneficiary designation under any
        other plan of an Employer in which the Participant participates.

9.2     BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall
        designate his or her Beneficiary by completing and signing the
        Beneficiary Designation Form, and returning it to the Committee or its
        designated agent. A Participant shall have the right to change a
        Beneficiary by completing, signing and otherwise complying with the
        terms of the Beneficiary Designation Form and the Committee's rules and
        procedures, as in effect from time to time. A Participant may name
        someone other than his or her spouse as a Beneficiary only if a spousal
        consent, in the form designated by the Committee, is signed by that
        Participant's spouse and returned to the Committee. Upon the acceptance
        by the Committee of a new Beneficiary Designation Form, all Beneficiary
        designations previously filed shall be canceled. The Committee shall be
        entitled to rely on the last Beneficiary Designation Form filed by the
        Participant and accepted by the Committee prior to his or her death.

9.3     ACKNOWLEDGMENT. No designation or change in designation of a Beneficiary
        shall be effective until received and acknowledged in writing by the
        Committee or its designated agent.

9.4     NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
        Beneficiary as provided in Sections 9.1, 9.2 and 9.3 above or, if all
        designated Beneficiaries predecease the Participant or die prior to
        complete distribution of the Participant's benefits, then the
        Participant's designated Beneficiary shall be deemed to be his or her
        surviving spouse. If the Participant has no




                                       21
<PAGE>

        surviving spouse, the Participant's designated Beneficiary shall be
        deemed to be the Participant's estate.

9.5     DOUBT AS TO BENEFICIARY. If the Committee has any doubt as to the proper
        Beneficiary to receive payments pursuant to this Plan, the Committee
        shall have the right, exercisable in its discretion, to cause the
        Participant's Employer to withhold such payments until this matter is
        resolved to the Committee's satisfaction.

9.6     DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
        Beneficiary shall fully and completely discharge all Employers and the
        Committee 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.


                                   ARTICLE 10
                                LEAVE OF ABSENCE

10.1    PAID LEAVE OF ABSENCE. If a Participant is authorized by the
        Participant's Employer for any reason to take a paid leave of absence
        from the employment of the Employer, the Participant shall continue to
        be considered employed by the Employer and the Annual Deferral Amount
        shall continue to be withheld during such paid leave of absence in
        accordance with Section 3.3.

10.2    UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the
        Participant's Employer for any reason to take an unpaid leave of absence
        from the employment of the Employer, the Participant shall continue to
        be considered employed by the Employer and deferrals shall not be made,
        in the absence of compensation. Upon such expiration of the unpaid leave
        and resumption of entitlement to compensation, deferrals shall resume
        for the remaining portion of the Plan Year in which the return occurs,
        based on the deferral election, if any, made for that Plan Year. If no
        election was made for that Plan Year, no deferral shall be withheld.


                                   ARTICLE 11
                     TERMINATION, AMENDMENT OR MODIFICATION

11.1    TERMINATION. Although the Company anticipates that it will continue the
        Plan for an indefinite period of time, there is no guarantee that the
        Company will continue the Plan or will not terminate the Plan at any
        time in the future. Accordingly, the Company reserves the right to
        discontinue its sponsorship of the Plan and to terminate the Plan at any
        time with respect to any or all of its participating Employees, by
        action of its Board of Directors. Upon the termination of the Plan, the
        Plan Agreements of the affected Participants shall terminate and their
        Account Balances, determined as if they had experienced a Termination of
        Employment on the date of Plan termination or, if Plan termination
        occurs after the date upon which a Participant was eligible to Retire,
        then with respect to that Participant as if he or she had Retired on the
        date of Plan termination, shall be paid to the Participants as follows:
        Prior to a Change in Control, if the Plan is terminated with respect to
        all of its Participants, the Company shall have the right, in its sole
        discretion, and notwithstanding any elections made by the Participant,
        to pay such




                                       22
<PAGE>

        benefits in a lump sum or pursuant to an Annual Installment Method of up
        to 15 years, with amounts credited and debited during the installment
        period as provided herein. Prior to a Change in Control, if the Plan is
        terminated with respect to less than all of its Participants, the
        Company shall be required to pay such benefits in a lump sum. After a
        Change in Control, the Company shall be required to pay such benefits in
        a lump sum. 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; provided however,
        that the Company shall have the right to accelerate installment payments
        without a premium or prepayment penalty by paying the Account Balance in
        a lump sum or pursuant to an Annual Installment Method using fewer
        years.

11.2    AMENDMENT. The Company may, at any time, amend or modify the Plan in
        whole or in part by the action of its Board of Directors; provided,
        however, that: (i) no amendment or modification shall be effective to
        decrease or restrict the value of a Participant's Account Balance in
        existence at the time the amendment or modification is made, calculated
        as if the Participant had experienced a Termination of Employment as of
        the effective date of the amendment or modification or, if the amendment
        or modification occurs after the date upon which the Participant was
        eligible to Retire, the Participant had Retired as of the effective date
        of the amendment or modification, (ii) no amendment or modification
        shall be effective upon or after a Change in Control without the prior
        written consent of a majority of the Participants, and (iii) no
        amendment or modification of this Section 11.2 or Section 12.2 of the
        Plan shall be effective. The amendment or modification of the Plan shall
        not affect any Participant or Beneficiary who has become entitled to the
        payment of benefits under the Plan as of the date of the amendment or
        modification; provided, however, that the Employer shall have the right
        to accelerate installment payments by paying the Account Balance in a
        lump sum or pursuant to an Annual Installment Method using fewer years
        (provided that the present value of all payments that will have been
        received by a Participant at any given point of time under the different
        payment schedule shall equal or exceed the present value of all payments
        that would have been received at that point in time under the original
        payment schedule).

11.3    PLAN AGREEMENT. Despite the provisions of Sections 11.1 and 11.2 above,
        if a Participant's Plan Agreement contains benefits or limitations that
        are not in this Plan document, the Company may only amend or terminate
        such provisions with the consent of the Participant.

11.4    EFFECT OF PAYMENT. The full payment of the applicable benefit under
        Articles 4, 5, 6, 7 or 8 of the Plan shall completely discharge all
        obligations to a Participant and his or her designated Beneficiaries
        under this Plan and the Participant's Plan Agreement shall terminate.


                                   ARTICLE 12
                                 ADMINISTRATION

12.1    COMMITTEE DUTIES. Except as otherwise provided in this Article 12, this
        Plan shall be administered by a Committee, which shall consist of the
        Board, or such committee as the Board shall appoint. Members of the
        Committee may be Participants under this Plan. The Committee




                                       23
<PAGE>

        shall also have the discretion and authority to (i) make, amend,
        interpret, and enforce all appropriate rules and regulations for the
        administration of this Plan and (ii) decide or resolve any and all
        questions including interpretations of this Plan, as may arise in
        connection with the Plan. Any individual serving on the Committee who is
        a Participant shall not vote or act on any matter relating solely to
        himself or herself. When making a determination or calculation, the
        Committee shall be entitled to rely on information furnished by a
        Participant, the Company or any Employer.

12.2    ADMINISTRATION UPON CHANGE IN CONTROL. For purposes of this Plan, the
        Company shall be the "Administrator" at all times prior to the
        occurrence of a Change in Control. Upon and after the occurrence of a
        Change in Control, the "Administrator" shall be an independent third
        party selected by the Trustee and approved by the individual who,
        immediately prior to such event, was the Company's Chief Executive
        Officer or, if not so identified, the Company's highest ranking officer
        (the "Ex-CEO"). The Administrator shall have the discretionary power to
        determine all questions arising in connection with the administration of
        the Plan and the interpretation of the Plan and Trust including, but not
        limited to benefit entitlement determinations; provided, however, upon
        and after the occurrence of a Change in Control, the Administrator shall
        have no power to direct the investment of Plan or Trust assets or select
        any investment manager or custodial firm for the Plan or Trust. Upon and
        after the occurrence of a Change in Control, the Company must: (1) pay
        all reasonable administrative expenses and fees of the Administrator;
        (2) indemnify the Administrator against any costs, expenses and
        liabilities including, without limitation, attorney's fees and expenses
        arising in connection with the performance of the Administrator
        hereunder, except with respect to matters resulting from the gross
        negligence or willful misconduct of the Administrator or its employees
        or agents; and (3) supply full and timely information to the
        Administrator or all matters relating to the Plan, the Trust, the
        Participants and their Beneficiaries, the Account Balances of the
        Participants, the date of circumstances of the Retirement, Disability,
        death or Termination of Employment of the Participants, and such other
        pertinent information as the Administrator may reasonably require. Upon
        and after a Change in Control, the Administrator may be terminated (and
        a replacement appointed) by the Trustee only with the approval of the
        Ex-CEO. Upon and after a Change in Control, the Administrator may not be
        terminated by the Company.

12.3    AGENTS. In the administration of this Plan, the Committee and the
        Administrator may, from time to time, employ agents and delegate to them
        such of their respective administrative duties as they see fit
        (including acting through a duly appointed representative) and may from
        time to time consult with counsel who may be counsel to any Employer.

12.4    BINDING EFFECT OF DECISIONS. The decision or action of the Administrator
        with respect to any question arising out of or in connection with the
        administration, interpretation and application of the Plan and the rules
        and regulations promulgated hereunder shall be final and conclusive and
        binding upon all persons having any interest in the Plan.




                                       24
<PAGE>

12.5    INDEMNITY OF COMMITTEE. All Employers shall indemnify and hold harmless
        the members of the Committee, and any Employee to whom the duties of the
        Committee may be delegated, and the Administrator against any and all
        claims, losses, damages, expenses or liabilities arising from any action
        or failure to act with respect to this Plan, except in the case of
        willful misconduct by the Committee, any of its members, any such
        Employee or the Administrator.

12.6    EMPLOYER INFORMATION. To enable the Committee and Administrator to
        perform their respective functions, the Company and each Employer shall
        supply full and timely information to the Committee or Administrator, as
        the case may be, on all matters relating to the compensation of its
        Participants, the date and circumstances of the Retirement, Disability,
        death or Termination of Employment of its Participants, and such other
        pertinent information as the Committee or Administrator may reasonably
        require.


                                   ARTICLE 13
                          OTHER BENEFITS AND AGREEMENTS

13.1    COORDINATION WITH OTHER BENEFITS. The benefits provided for a
        Participant and Participant's Beneficiary under the Plan are in addition
        to any other benefits available to such Participant under any other plan
        or program for employees of the Participant's Employer. The Plan shall
        supplement and shall not supersede, modify or amend any other such plan
        or program except as may otherwise be expressly provided.


                                   ARTICLE 14
                                CLAIMS PROCEDURES

14.1    PRESENTATION OF CLAIM. Any Participant or Beneficiary of a deceased
        Participant (such Participant or Beneficiary being referred to below as
        a "Claimant") may deliver to the Committee a written claim for a
        determination with respect to the amounts distributable to such Claimant
        from the Plan. If such a claim relates to the contents of a notice
        received by the Claimant, the claim must be made within 60 days after
        such notice was received by the Claimant. All other claims must be made
        within 180 days of the date on which the event that caused the claim to
        arise occurred. The claim must state with particularity the
        determination desired by the Claimant.

14.2    NOTIFICATION OF DECISION. The Committee shall consider a Claimant's
        claim within a reasonable time, and shall notify the Claimant in
        writing:

        (a)    that the Claimant's requested determination has been made, and
               that the claim has been allowed in full; or

        (b)    that the Committee has reached a conclusion contrary, in whole or
               in part, to the Claimant's requested determination, and such
               notice must set forth in a manner calculated to be understood by
               the Claimant:




                                       25
<PAGE>

               (i)    the specific reason(s) for the denial of the claim, or any
                      part of it;

               (ii)   specific reference(s) to pertinent provisions of the Plan
                      upon which such denial was based;

               (iii)  a description of any additional material or information
                      necessary for the Claimant to perfect the claim, and an
                      explanation of why such material or information is
                      necessary; and

               (iv)   an explanation of the claim review procedure set forth in
                      Section 14.3 below.

14.3    REVIEW OF A DENIED CLAIM. Within 60 days after receiving a notice from
        the Committee that a claim has been denied, in whole or in part, a
        Claimant (or the Claimant's duly authorized representative) may file
        with the Committee a written request for a review of the denial of the
        claim. Thereafter, but not later than 30 days after the review procedure
        began, the Claimant (or the Claimant's duly authorized representative):

        (a)    may review pertinent documents;

        (b)    may submit written comments or other documents; and/or

        (c)    may request a hearing, which the Committee, in its sole
               discretion, may grant.

14.4    DECISION ON REVIEW. The Committee shall render its decision on review
        promptly, and not later than 60 days after the filing of a written
        request for review of the denial, unless a hearing is held or other
        special circumstances require additional time, in which case the
        Committee's decision must be rendered within 120 days after such date.
        Such decision must be written in a manner calculated to be understood by
        the Claimant, and it must contain:

        (a)    specific reasons for the decision;

        (b)    specific reference(s) to the pertinent Plan provisions upon which
               the decision was based; and

        (c)    such other matters as the Committee deems relevant.

14.5    LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
        this Article 14 is a mandatory prerequisite to a Claimant's right to
        commence any legal action with respect to any claim for benefits under
        this Plan.


                                   ARTICLE 15
                                      TRUST

15.1    ESTABLISHMENT OF THE TRUST. The Company may establish the Trust, and
        each Employer may transfer over to the Trust such assets as the Employer
        determines, in its sole discretion, to




                                       26
<PAGE>

        provide for its respective future liabilities created with respect to
        the Annual Deferral Amounts, Annual Company Contribution Amounts,
        Company Matching Amounts, Annual Stock Option Amounts and Annual
        Restricted Stock Amounts for such Employer's Participants for all
        periods prior to the transfer, as well as any debits and credits to the
        Participants' Account Balances for all periods prior to the transfer,
        taking into consideration the value of the assets in the trust at the
        time of the transfer.

15.2    INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
        and the Plan Agreement shall govern the rights of a Participant to
        receive distributions pursuant to the Plan. The provisions of the Trust
        shall govern the rights of the Employers, Participants and the other
        creditors of the Employers to the assets transferred to the Trust. Each
        Employer shall at all times remain liable to carry out its obligations
        under the Plan.

15.3    DISTRIBUTIONS FROM THE TRUST. Each Employer's obligations under the Plan
        may be satisfied with Trust assets distributed pursuant to the terms of
        the Trust, and any such distribution shall reduce the Employer's
        obligations under this Plan.

15.4    STOCK TRANSFERRED TO THE TRUST. Notwithstanding any other provision of
        this Plan or the Trust, if assets are distributed to a Participant in a
        distribution which reduces the Participant's Stock Option Account
        balance or Restricted Stock Account balance under this Plan, such
        distribution must be made in the form of Stock.


                                   ARTICLE 16
                                  MISCELLANEOUS

16.1    STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
        within the meaning of Code Section 401(a) and that "is unfunded and is
        maintained by an employer primarily for the purpose of providing
        deferred compensation for a select group of management or highly
        compensated employees" within the meaning of ERISA Sections 201(2),
        301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted
        to the extent possible in a manner consistent with that intent.

16.2    UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries, heirs,
        successors and assigns shall have no legal or equitable rights,
        interests or claims in any property or assets of an Employer. For
        purposes of the payment of benefits under this Plan, the Employer's
        assets shall be, and remain, neither pledged nor restricted under or as
        a result of this Plan. An Employer's obligation under the Plan shall be
        merely that of an unfunded and unsecured promise to pay money in the
        future.

16.3    EMPLOYER'S LIABILITY. An Employer's liability for the payment of
        benefits shall be defined only by the Plan and the Plan Agreement, as
        entered into between the Employer and a Participant. An Employer shall
        have no obligation to a Participant under the Plan except as expressly
        provided in the Plan and his or her Plan Agreement.




                                       27
<PAGE>

16.4    NONASSIGNABILITY. Neither a Participant nor any other person shall have
        any right to commute, sell, assign, transfer, pledge, anticipate,
        mortgage or otherwise encumber, transfer, hypothecate, alienate or
        convey in advance of actual receipt, the amounts, if any, payable
        hereunder, or any part thereof, which are, and all rights to which are
        expressly declared to be, unassignable and non-transferable. No part of
        the amounts payable shall, prior to actual payment, be subject to
        seizure, attachment, garnishment or sequestration for the payment of any
        debts, judgments, alimony or separate maintenance owed by a Participant
        or any other person, be transferable by operation of law in the event of
        a Participant's or any other person's bankruptcy or insolvency or be
        transferable to a spouse as a result of a property settlement or
        otherwise.

16.5    NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
        shall not be deemed to constitute a contract of employment between any
        Employer and the Participant. Such employment is hereby acknowledged to
        be an "at will" employment relationship that can be terminated at any
        time for any reason, or no reason, with or without cause, and with or
        without notice, except to the extent expressly provided in a written
        employment agreement, if any. Nothing in this Plan shall be deemed to
        give a Participant the right to be retained in the service of any
        Employer or to interfere with the right of any Employer to discipline or
        discharge the Participant at any time.

16.6    FURNISHING INFORMATION. A Participant or his or her Beneficiary, as a
        condition to entitlement to benefits hereunder, shall cooperate with the
        Committee by furnishing any and all information requested by the
        Committee and take such other actions as may be requested in order to
        facilitate the administration of the Plan and the payments of benefits
        hereunder, including but not limited to taking such physical
        examinations as the Committee may deem necessary.

16.7    TERMS. Whenever any words are used herein in the masculine, they shall
        be construed as though they were in the feminine in all cases where they
        would so apply; and whenever any words are used herein in the singular
        or in the plural, they shall be construed as though they were used in
        the plural or the singular, as the case may be, in all cases where they
        would so apply.

16.8    CAPTIONS. The captions of the articles, sections and paragraphs of this
        Plan are for convenience only and shall not control or affect the
        meaning or construction of any of its provisions.

16.9    GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
        construed and interpreted according to the internal laws of the State of
        California without regard to its conflicts of laws principles.

16.10   NOTICE. Any notice or filing required or permitted to be given to the
        Committee under this Plan shall be sufficient if in writing and
        hand-delivered, or sent by registered or certified mail, to the address
        below:




                                       28
<PAGE>

                                Vice President, Taxation
                                ------------------------------------
                                Kaufman and Broad Home
                                Corporation, Inc.
                                ------------------------------------
                                10990 Wilshire Boulevard
                                ------------------------------------
                                Los Angeles, California  90024
                                ------------------------------------

        Such notice shall be deemed given as of the date of delivery or, if
        delivery is made by mail, as of the date shown on the postmark on the
        receipt for registration or certification.

        Any notice or filing required or permitted to be given to a Participant
        under this Plan shall be sufficient if in writing and hand-delivered, or
        sent by mail, to the last address of the Participant shown on the
        records of the Company.

16.11   SUCCESSORS. The provisions of this Plan shall bind and inure to the
        benefit of the Participant's Employer and its successors and assigns and
        the Participant and the Participant's designated Beneficiaries.

16.12   SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse of
        a Participant who has predeceased the Participant shall automatically
        pass to the Participant and shall not be transferable by such spouse in
        any manner, including but not limited to such spouse's will, nor shall
        such interest pass under the laws of intestate succession.

16.13   VALIDITY. In case any provision of this Plan shall be illegal or invalid
        for any reason, said illegality or invalidity shall not affect the
        remaining parts hereof, but this Plan shall be construed and enforced as
        if such illegal or invalid provision had never been inserted herein.

16.14   INCOMPETENT. If the Committee determines in its discretion that a
        benefit under this Plan is to be paid to a minor, a person declared
        incompetent or to a person incapable of handling the disposition of that
        person's property, the Committee may direct payment of such benefit to
        the guardian, legal representative or person having the care and custody
        of such minor, incompetent or incapable person. The Committee may
        require proof of minority, incompetence, incapacity or guardianship, as
        it may deem appropriate prior to distribution of the benefit. Any
        payment of a benefit shall be a payment for the account of the
        Participant and the Participant's Beneficiary, as the case may be, and
        shall be a complete discharge of any liability under the Plan for such
        payment amount.

16.15   COURT ORDER. The Committee is authorized to cause the Company or any
        Employer to make any payments directed by court order in any action in
        which the Plan or the Committee 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 Committee, in
        its sole discretion, shall have the right, notwithstanding any election
        made by a Participant, to immediately cause the Company or any




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<PAGE>

        Employer to distribute the spouse's or former spouse's interest in the
        Participant's benefits under the Plan to that spouse or former spouse.

16.16   DISTRIBUTION IN THE EVENT OF TAXATION.

        (a)    IN GENERAL. If, for any reason, all or any portion of a
               Participant's benefits under this Plan becomes taxable to the
               Participant prior to receipt, a Participant may petition the
               Committee before a Change in Control, or the trustee of the Trust
               after a Change in Control, for a distribution of that portion of
               his or her benefit that has become taxable. Upon the grant of
               such a petition, which grant shall not be unreasonably withheld
               (and, after a Change in Control, shall be granted), a
               Participant's Employer shall distribute to the Participant
               immediately available funds in an amount equal to the taxable
               portion of his or her benefit (which amount shall not exceed a
               Participant's unpaid Account Balance under the Plan). If the
               petition is granted, the tax liability distribution shall be made
               within 90 days of the date when the Participant's petition is
               granted. Such a distribution shall affect and reduce the benefits
               to be paid under this Plan.

        (b)    TRUST. If the Trust terminates in accordance with its terms and
               benefits are distributed from the Trust to a Participant in
               accordance with that Section, the Participant's Account, and
               accordingly the benefits under this Plan, shall be reduced to the
               extent of such distributions.

16.17   INSURANCE. The Employers, on their own behalf or on behalf of the
        trustee of the Trust, and, in their sole discretion, may apply for and
        procure insurance on the life of the Participants, in such amounts and
        in such forms as the Trust may choose. The Employers or the trustee of
        the Trust, as the case may be, shall be the sole owner and beneficiary
        of any such insurance. The Participants shall have no interest
        whatsoever in any such policy or policies, and at the request of the
        Employers shall submit to medical examinations and supply such
        information and execute such documents as may be required by the
        insurance company or companies to whom the Employers have applied for
        insurance.

16.18   LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL. The Company and
        each Employer is aware that upon the occurrence of a Change in Control,
        the Board or the board of directors of a Participant's Employer (which
        might then be composed of new members) or a shareholder of the Company
        or the Participant's Employer, or of any successor corporation might
        then cause or attempt to cause the Company, the Participant's Employer
        or such successor to refuse to comply with its obligations under the
        Plan and might cause or attempt to cause the Company or the
        Participant's Employer to institute, or may institute, litigation
        seeking to deny Participants the benefits intended under the Plan. In
        these circumstances, the purpose of the Plan could be frustrated.
        Accordingly, if, following a Change in Control, it should appear to any
        Participant that the Company, the Participant's Employer or any
        successor corporation has failed to comply with any of its obligations
        under the Plan or any agreement thereunder or, if the Company, such
        Employer or any other person takes any action to declare the Plan void
        or unenforceable or institutes any litigation or other legal action
        designed to deny, diminish or to




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<PAGE>

        recover from any Participant the benefits intended to be provided, then
        the Company and the Participant's Employer irrevocably authorize such
        Participant to retain counsel of his or her choice at the expense of the
        Company and the Participant's Employer (who shall be jointly and
        severally liable) to represent such Participant in connection with the
        initiation or defense of any litigation or other legal action, whether
        by or against the Company, the Participant's Employer or any director,
        officer, shareholder or other person affiliated with the Company, the
        Participant's Employer or any successor thereto in any jurisdiction.

        IN WITNESS WHEREOF, the Company has signed this Plan document as of
        March 1, 2001.



                                    "Company"


                                    KB Home, a Delaware corporation

                                    By: /s/ Cory F. Cohen
                                        -----------------------------

                                    Title: Vice President, Tax
                                           --------------------------





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