Deferred Compensation Plan

Deferred Compensation Agreement between Employer and Employee

Agreement made this day of , 20 , between

, a Corporation organized and existing under the laws of the state of , with its principal office located at , referred to herein as the Corporation, and

of , referred to herein as Employee.

Whereas, Employee has been a key Employee of the Corporation since its founding in and is now its ; and

Whereas, Corporation wishes to retain the services of Employee until Employee's retirement; and

Whereas, Corporation and Employee both want to provide Employee, as additional compensation for his services to Corporation, with a post-retirement income (or pre-retirement death benefits to Employee's beneficiary) over and above what will be available to Employee under Corporation's regular pension and insurance plan for Employees.

Now, therefore, for and In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the parties agree as follows:

1. Retirement. On Employee's retirement at the age of years or on Employee's earlier retirement due to sickness or other disability, or on Employee's early retirement with the consent of Corporation, Corporation will pay to Employee $ per month (multiplied by the fraction set forth in Section 4 of this Agreement) for a period of months following the month of Employee's retirement.

2. Death Following Retirement. If Employee dies subsequent to his retirement under the conditions set forth in Section 1, Corporation will pay the remaining unpaid amount called for in Section 1 to such person or persons named by Employee in a written document filed by him with Corporation before his death, or in absence of such designation, to the person or persons designated by Corporation in Employee's last will and testament or, in the absence of such designation, to Employee's estate.

3. Death Prior to Retirement. If Employee dies while still employed by Corporation, Corporation will pay $ per month (multiplied by the fraction set forth in Section 4 of this Agreement) for months following Employee's death to such person or persons designated by Employee in his last will and testament, or in the absence of such designation, to Employee's estate.

4. Multiplier. Each monthly payment by Corporation set forth in Sections 1, 2, and 3 of this Agreement shall be multiplied by a fraction, the numerator of which shall be the monthly National Consumer Price Index that was issued by the United States Department of Labor for the most recent monthly period prior to the due date of the payment and the denominator of which shall be the monthly National Consumer Price Index that was issued by the United States Department of Labor for the most recent monthly period prior to the effective date of this Agreement.

5. Termination of Employment. If Employee terminates his employment with Corporation under conditions other than those set forth in Sections 1, 2, or 3 of this Agreement, or if Employee otherwise does not fulfill all Employee's obligations under this Agreement, the obligation of Corporation to make or to continue to make the payments called for in Sections 1, 2, and 3 of this Agreement shall terminate immediately.

6. Noncompetition. Employee agrees that, as a condition for his entitlement to payments by Corporation under this Agreement, Employee will not engage in any employment, either as an Employee or as an independent contractor, with any person, firm, Corporation, or other entity that is a business competitor of Corporation, without the prior, express, and written consent of Corporation. If, at any time, Employee violates the provisions of this section, the obligation of Corporation to make any future payments to Employee or Employee's beneficiaries under this Agreement shall terminate immediately.

7. Encumbrances. Neither Employee nor Employee's beneficiaries shall have the right to encumber, commute, borrow against, dispose of, or assign the right to receive payments under this Agreement.

8. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision.

9. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.

10. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of .

11. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement.

12. Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect.

13. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement.

14. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party.

15. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party.

16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

17. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.

WITNESS our signatures as of the day and date first above stated.