JONES APPAREL GROUP INC
EXHIBIT 10.26
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<TYPE>EX-10
<SEQUENCE>10
<FILENAME>exhibit10_26.htm
<DESCRIPTION>EXHIBIT 10.26
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<title>Exhibit 10.26</title>
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<p align="right"><b>EXHIBIT 10.26</b></p>
<p align="center">JONES APPAREL GROUP, INC.&nbsp;<br>
DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS</p>
<p align="left"><br>
<br>
&nbsp;&nbsp;&nbsp; Jones Apparel Group, Inc. (the &quot;Company&quot;) desires
to establish a Deferred Compensation Plan for Outside Directors (the
&quot;Plan&quot;) in order to enhance the Company's ability to attract and
retain talented individuals to serve as Directors of the Board of Directors of
the Company (the "Board") by giving them the opportunity to defer receipt of all
or a portion of their annual retainer and meeting attendance fees from the
Company (the &quot;Fees&quot;).&nbsp;</p>
<p align="left">&nbsp;&nbsp;&nbsp; 1. <u>Effective Date</u>. The effective date
of the Plan is January 1, 2003, and the Plan shall be effective with respect to
Fees payable for periods beginning on and after January 1, 2003.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 2. <u>Participation</u>. Each non-employee
Director (&quot;Eligible Director&quot;) may elect to defer all or a portion of
his or her Fees in accordance with Section 4 of the Plan. Each Eligible Director
who makes any such election shall be a Plan Participant.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 3. <u>Administration</u>. The Board's
Compensation Committee shall act as the administrator of the Plan (the
&quot;Administrator&quot;). The Administrator shall have the power and authority
to administer, construe and interpret the Plan and to correct any defect or
supply any omission or reconcile any inconsistency in the Plan as, in its sole
discretion, it deems necessary or desirable. All actions and determinations of
the Administrator shall be final, conclusive and binding on all parties
concerned. The Administrator shall not be liable for any act done or
determination made in good faith. The expense of administering the Plan shall be
borne by the Company and shall not be charged against benefits payable
hereunder. The Administrator may employ agents and delegate to them such
administrative duties as the Administrator sees fit. Notwithstanding the
foregoing provisions of this Section 3, the Board may exercise any power or
perform any function of the Administrator, in which case any applicable
reference to Administrator shall be deemed to refer to the Board.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 4. <u>Deferral of Compensation</u>.
(a)&nbsp;&nbsp;<u>Deferral Election</u>. Prior to the first day of each calendar
year (or such earlier date as the Administrator may determine from time to
time), an Eligible Director may elect to defer all or a portion of the Fees
otherwise payable to that Eligible Director for such calendar year (the
&quot;Plan Year&quot;) by executing a Deferral Election Form in the form
prescribed by the Administrator. In the event that an Eligible Director first
becomes eligible to participate during a Plan Year, he or she may make a
Deferral Election within thirty (30) days of becoming eligible to participate in
the Plan with respect to Fees earned in such calendar year following the
submission of the Deferral Election Form. In addition to electing to defer Fees
(a "Deferral Election"), the Deferral Election Form for each Plan Year will
require the Eligible Director to elect to have the deferred Fees credited on the
Company's books in the form of (i) share units ("Share Units"), with each unit
representing a share of common stock, par value $0.01, of the Company ("Common
Stock"), (ii) cash units ("Cash Units"), the value of which shall be determined
as set forth below in Section 4(d) of this Plan, or (iii) such other investment
unit alternatives as the Board may make available from time to time ("Other
Investment Units"). Except as otherwise determined by the Administrator, a
Deferral Election shall be irrevocable for a Plan Year after that Plan Year
begins. A Deferral Election shall continue in effect until such time as the
Participant provides written notice of its revocation or submits a new Deferral
Election Form; provided that any such revocation or change to the amount of Fees
deferred shall not be effective until the calendar year following the year in
which such revocation or change is made.</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;<u>Crediting
to Participant Accounts</u>. An account (an &quot;Account&quot;) shall be
established on the Company's books to record a Participant's deferrals, which
shall be credited in the form of Cash Units, Share Units and/or Other Investment
Units, as the case may be. Each Participant Account shall be credited with an
amount equivalent to the Fees that would have otherwise been paid to the
Participant, such credit to be made on the date on which the Fees would have
been paid absent a Deferral Election.&nbsp;</p>
<hr noShade size="1" color="#000000">
<p align="left">The number of Share Units to be credited to a Participant's
Account shall be determined by dividing the dollar amount of the deferred Fees
by the Market Value of the Common Stock on the date the Fees would have
otherwise been paid. The &quot;Market Value&quot; of the Common Stock as of a
given date means the closing price of the Common Stock on the New York Stock
Exchange (as reported in the Eastern Edition of The Wall Street Journal) on such
given date or, if shares were not traded on such date, on the next preceding
date on which shares were traded; provided that, if the Common Stock is traded
on an exchange or market in which prices are reported on a bid and asked price
basis, "Market Value" shall mean the average of the mean between the bid and the
asked price for the Common Stock at the close of trading for the ten consecutive
trading days immediately preceding such given date; and provided further that,
if the Common Stock is not listed on a national securities exchange nor traded
on the over-the-counter market, the "Market Value" shall be determined by the
Administrator in good faith.</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)&nbsp;&nbsp;<u>Dividend
and Interest Credits</u>. Each Account that holds Share Units shall be adjusted
appropriately by the Administrator for any dividends on the Common Stock as of
the dividend payment date, which adjustment shall be in the form of additional
Share Units determined by multiplying the number of Share Units then credited to
the Account by the ratio of the dollar amount of the dividend per share over the
current Market Value of the Common Stock. The Administrator shall also adjust
appropriately the number of Share Units in each Account for any stock dividend,
split, combination or other change in the Common Stock (including, without
limitation, pursuant to any merger, acquisition or other transaction). Cash
Units credited to an Account shall accrue interest compounded on the last day of
each calendar month based on the weighted-average U.S. Treasury bill interest
rate during the applicable month.</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d)&nbsp;&nbsp;<u>Transfers
Among Investment Units</u>. A Participant may transfer and reallocate amounts in
his or her Account among Share Units, Cash Units and any Other Investment Units
in accordance with procedures and policies as may be adopted by the
Administrator; provided that nothing herein shall require the Administrator to
adopt any such procedures and policies.</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e)&nbsp;&nbsp;<u>Account
Vesting</u>. A Participant shall be fully vested in his or her Account at all
times.</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (f)&nbsp;&nbsp;<u>No
Attendant Rights from Share Units</u>. Except as provided in Section 4(c), a
Participant shall not have any of the attendant rights of a holder of a share of
Common Stock in connection with Share Units allocated to his or her Account,
including the right to vote and the right to receive dividends provided to
holders of actual shares of Common Stock.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 5. <u>Payment of Accounts</u>. (a) Subject to
Section 7, payment of a Participant's Account balance will commence as soon as
practicable following the earlier of (x) the termination of the Participant's
membership on the Board for any reason (a "Board Termination") or (y) the date
elected by the Participant on a Payment Election Form in the form prescribed by
the Administrator, if any (which date shall be the first day of the month
elected by the Participant). Payment of a Participant's Account balance will be
made in a lump-sum payment, unless the Participant elects on a Payment Election
Form to receive the amounts in annual installments over a period of time not to
exceed ten (10) years. Accounts shall be paid to Participants in the form of
cash. The Administrator may at any time elect in its sole discretion to
accelerate the payment of all or any portion of all or any Accounts held under
the Plan.</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) <u>Lump-Sum
Payment</u>.&nbsp;</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) <u>Valuation Upon Board Termination</u>. If a lump-sum payment is made
pursuant to clause (x) of Section 5(a), the Participant's Account shall be
valued on the date of such termination by determining the value of Share Units
based on the Market Value of Common Stock on such date, by crediting interest to
Cash Units at the applicable rate from the end of the preceding month to the
date of the&nbsp;</p>
<p align="center">2</p>
<hr noShade size="1" color="#000000">
<p align="left">Participant's Board Termination and by determining the value of
Other Investment Units on such date in accordance with procedures established by
the Administrator.&nbsp;</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii) <u>Valuation in Connection with an Elected Date</u>. If a lump-sum payment
is made pursuant to clause (y) of Section 5(a), the Participant's Account
balance shall be valued on the last day of the calendar month immediately
preceding the date elected by the Participant by determining the value of Share
Units based on the Market Value of Common Stock on that date, by crediting
interest to Cash Units at the applicable rate through that date and by
determining the value of Other Investment Units on that date in accordance with
procedures established by the Administrator.</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) <u>Installment
Payment</u>.&nbsp;</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) <u>Installment Amount</u>. If the annual installment method is elected, the
amount of each annual payment will be determined by dividing the Account (as
determined below) on the Payment Date by the remaining number of installment
payments (e.g., if 10 installments are elected, the first payment would be equal
to 1/10 of the balance on the first Payment Date, the second payment would be
equal to 1/9 of the balance on the second Payment Date, and so on), with the
full Account balance being distributed on the last Payment Date. For purposes of
this Plan, the first "Payment Date" shall be the earlier of (1) the first day of
the month elected by the Participant in his or her Payment Election Form, if
any, or (2) the first day of the month following the Participant's Board
Termination, and each subsequent &quot;Payment Date&quot; shall be on the annual
anniversary of the first Payment Date.&nbsp;</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii) <u>Valuation for Installment Method</u>. If payments are made using the
installment method, the Participant's Account shall be valued as of the end of
the month preceding each Payment Date (the "Valuation Date") by determining the
value of Share Units based on the Market Value of Common Stock on the Valuation
Date, by crediting interest to Cash Units at the applicable rate through the
Valuation Date and by determining the value of Other Investment Units on the
Valuation Date in accordance with procedures established by the Administrator.</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d) <u>Change in Payment Election Form</u>. A Participant may change a Payment
Election Form by submitting to the Administrator a new Payment Election Form;
provided such changes shall not take effect until thirteen months after the date
the new Payment Election Form is submitted.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 6. <u>Early Payment</u>. A Participant may
file a written request with the Administrator for payment from his or her
Account due to an unforeseeable emergency that is caused by an event beyond the
control of the Participant and that would result in severe financial hardship to
the Participant if payment were not permitted, such as may result from a sudden
and unexpected illness or accident not covered by insurance, loss of property
due to casualty, or similar circumstance. The Administrator may, in its sole
discretion, accept or reject any such request as it deems appropriate.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 7. <u>Payment in the Event of Death</u>. In
the event that a Participant's service is terminated by reason of death, the
Company shall, within thirty (30) days thereafter, pay the aggregate balance of
the Participant's Account to the Participant's beneficiary or beneficiaries in
the form of a single lump-sum. Each Participant may designate one or more death
beneficiaries by executing a Beneficiary Designation Form in the form prescribed
by the Administrator. A Participant may change the designated beneficiary or
beneficiaries at any time prior to the Participant's death by the delivery to
the Administrator of a new Beneficiary Designation Form. If no beneficiary has
been designated, or if no designated beneficiary survives the Participant,
payments pursuant to this Section 7 shall be made to the Participant's estate.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 8. <u>Assignment and Alienation of Benefits</u>.
Except to the extent provided in Section 7 of this Plan or pursuant to a
domestic relations order issued by a court of proper authority (which order
specifies the amount and timing of any payment to a&nbsp;</p>
<p align="center">3</p>
<hr noShade size="1" color="#000000">
<p align="left">Participant's former spouse), no Participant or beneficiary may
sell, assign, transfer, encumber, or otherwise dispose of the right to receive
payments hereunder.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 9. <u>Unsecured Obligation</u>. The
obligation of the Company to make payments of amounts credited to the
Participant's Account shall be a general unsecured obligation of the Company,
and such payment shall be made from general assets and property of the Company.
The Participant's relationship to the Company under the Plan shall be only that
of a general unsecured creditor and neither this Plan, nor any agreement entered
into hereunder, or action taken pursuant hereto, shall create or be construed to
create a trust for purposes of holding and investing Account balances. The
Company reserves the right to establish such a trust, but such establishment
shall not create any rights in or against any amounts held thereunder.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 10. <u>Amendment or Termination</u>. The
Board may amend or terminate this Plan at any time and from time to time. Any
amendment or termination of this Plan shall not affect the rights of a
Participant accrued prior thereto without the Participant's written consent.
Notwithstanding the foregoing provisions of this Section 10, the Board may at
any time partially or completely terminate the Plan if, in its judgment, the
tax, accounting, or other effects of the continuance of the Plan would not be in
the best interests of the Company.</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a)&nbsp;&nbsp;<u>Partial
Termination</u>. The Board may partially terminate this Plan by instructing the
Administrator to not accept any additional deferrals and/or any additional
Deferral Elections under the Plan. If such a partial termination occurs, the
Plan shall continue to operate and be effective with regard to (i) Accounts in
existence prior to the effective date of such partial termination and (ii) in
the case of the cessation only of future Deferral Elections, future deferrals
pursuant to Deferral Elections made prior to the effective date of such partial
termination.</p>
<p align="left">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)&nbsp;&nbsp;<u>Complete
Termination</u>. The Board may completely terminate this Plan, in which case (i)
no further deferrals will be accepted by the Plan, (ii) no further Deferral
Elections will be accepted by the Plan and (iii) all Accounts will be paid out
in full within thirty (30) days after the effective date of such complete
termination.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 11. <u>Taxes</u>. The Company is not
responsible for any of the income taxes resulting from an Eligible Director's
participation in the Plan. The Company shall comply with all applicable tax
reporting requirements relating to payments under the Plan, and all payments
under the Plan shall be subject to any required tax withholding.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 12. <u>No Right to Continued Directorship</u>.
Nothing in this Plan confers upon any Director the right to continue as a member
of the Board or interferes with the rights of the Company and its shareholders
to remove any Director in accordance with the Company's bylaws.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 13. <u>Validity</u>. In case any provision of
this Plan shall be held illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining parts of the Plan, and the Plan shall
be construed and enforced as if such illegal and invalid provision had never
been incorporated herein.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 14. <u>Successors and Assigns</u>. The
Company's obligations under the Plan shall be binding on all assigns of the
Company and upon any successor corporation or entity resulting from the merger,
acquisition, consolidation, dissolution or reorganization of the Company, or
upon any successor corporation or organization succeeding to all or
substantially all of the assets of the Company. The Plan shall be binding on all
successors and assigns of a Participant, including the Participant's
beneficiaries and estate and the executor, administrator or trustee of such
estate, or any receiver or trustee in bankruptcy or representative of the
Participant's creditors.</p>
<p align="center">4</p>
<hr noShade size="1" color="#000000">
<p align="left">&nbsp;&nbsp;&nbsp; 15. <u>Compliance with Rule 16b-3</u>. It is
the Company's intention that the Plan comply with Rule 16b-3 promulgated under
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and that Participants remain non-employee directors ("Non-Employee Directors")
for purposes of administering other employee benefit plans of the Company and
having such other plans be exempt from Section 16(b) of the Exchange Act. If any
Plan provision is found to not be in compliance with Rule 16b-3 or if any Plan
provision would disqualify Participants from remaining Non-Employee Directors,
that provision shall be deemed amended so that the Plan does so comply and the
Participants remain Non-Employee Directors, to the extent permitted by law and
deemed advisable by the Administrator, and in all events the Plan shall be
construed in favor of its meeting the requirements of Rule 16b-3.</p>
<p align="left">&nbsp;&nbsp;&nbsp; 16. <u>Applicable Law</u>. This Plan is
governed under the laws of the State of New York.</p>
<p align="center">5</p>
<hr noShade size="1" color="#000000">
<p align="center">JONES APPAREL GROUP, INC. DEFERRED COMPENSATION PLAN FOR
OUTSIDE DIRECTORS<br>
<u>DEFERRAL ELECTION FORM</u></p>
<p>I hereby elect that the following percentage of my annual retention and
meeting attendance fees from Jones Apparel Group, Inc. to be earned during
subsequent calendar years be deferred and credited to my Account (SELECT ONE OF
THE FOLLOWING):&nbsp;</p>
<div align="center">
  <center>
  <table border="0" cellpadding="5" cellspacing="0" width="50%">
    <tr>
      <td width="50%" align="right">25%</td>
      <td width="50%">&nbsp; _____</td>
    </tr>
    <tr>
      <td width="50%" align="right">50%</td>
      <td width="50%">&nbsp; _____</td>
    </tr>
    <tr>
      <td width="50%" align="right">75%</td>
      <td width="50%">&nbsp; _____</td>
    </tr>
    <tr>
      <td width="50%" align="right">100%</td>
      <td width="50%">&nbsp; _____</td>
    </tr>
    <tr>
      <td width="50%" align="right">Other Percentage<br>
        (specify)</td>
      <td width="50%">&nbsp; _____</td>
    </tr>
  </table>
  </center>
</div>
<p>&nbsp;</p>
<p>I hereby further elect that all amounts to be deferred to my Account for
subsequent calendar years be credited in the form of Share Units and/or Cash
Units (as such terms are defined in the Plan) in the following percentages (FILL
IN ONE OR BOTH OF THE FOLLOWING WITH WHOLE NUMBERS TOTALING 100%):</p>
<div align="center">
  <center>
  <table border="0" cellpadding="5" cellspacing="0" width="50%">
    <tr>
      <td width="50%" align="left" valign="top">Cash Units:</td>
      <td width="50%" valign="top">&nbsp; _____%</td>
    </tr>
    <tr>
      <td width="50%" align="left" valign="top">Share Units:</td>
      <td width="50%" valign="top">&nbsp; _____%</td>
    </tr>
    <tr>
      <td width="50%" align="left" valign="top">Total:</td>
      <td width="50%" valign="top">_______<br>
        &nbsp;&nbsp; 100%</td>
    </tr>
  </table>
  </center>
</div>
<p>&nbsp;</p>
  <table border="0" cellpadding="5" cellspacing="0" width="100%">
    <tr>
      <td width="50%" valign="top">___________________________________<br>
        PARTICIPANT</td>
      <td width="50%" valign="top">Date: ______________</td>
    </tr>
    <tr>
      <td width="50%" valign="top">Accepted by Administrator:<br>
        ___________________________________</td>
      <td width="50%" valign="top">&nbsp;&nbsp;<br>
        Date: ______________</td>
    </tr>
  </table>
<p align="center">&nbsp;6</p>
<hr noShade size="1" color="#000000">
<p align="center">JONES APPAREL GROUP, INC. DEFERRED COMPENSATION PLAN FOR
OUTSIDE DIRECTORS<br>
<u>PAYMENT ELECTION FORM</u></p>
<p><u>ELECTION OF PAYMENT COMMENCEMENT DATE</u></p>
<p>I hereby elect to receive payment of my Account commencing (CHOOSE ONE):</p>
<div align="center">
  <center>
  <table border="0" cellpadding="5" cellspacing="0" width="100%">
    <tr>
      <td width="14%" valign="top">____</td>
      <td width="86%" colspan="2" valign="top">as soon as practicable following
        the date on which my service as a Director on the Company's Board
        terminates.</td>
    </tr>
    <tr>
      <td width="14%" valign="top">____<br>
        MONTH</td>
      <td width="34%" valign="top">____________________ 1, _____&nbsp;<br>
        YEAR</td>
      <td width="52%" valign="top">(FILL IN MONTH AND YEAR - DAY WILL BE FIRST
        OF THE ELECTED&nbsp;MONTH)&nbsp;</td>
    </tr>
  </table>
  </center>
</div>
<blockquote>
  <p>&nbsp;<br>
  Note: If your service as a Director on the Company's Board terminates prior to
  the date you elect herein, payment of your Account will commence as soon as
  practicable following termination of your directorship.</p>
</blockquote>
<p>If no election is made, you will automatically be deemed to have elected to
receive payment of your Account commencing as soon as practicable following the
date on which your service as a Director terminates.&nbsp;</p>
<p><u>ELECTION OF FORM OF PAYMENT</u></p>
<p>I hereby elect the following method for payment of my Account (CHOOSE
ONE):&nbsp;</p>
<table border="0" cellpadding="5" cellspacing="0" width="100%">
  <tr>
    <td width="14%" valign="top">____</td>
    <td width="86%" valign="top">payment in a single lump-sum.</td>
  </tr>
  <tr>
    <td width="14%" valign="top">____</td>
    <td width="86%" valign="top">____ annual installment payments over ____
      years (FILL IN A WHOLE NUMBER UP TO 10 YEARS).</td>
  </tr>
</table>
<p>&nbsp;If no election is made, you will automatically be deemed to have
elected to receive payment of your Account in a single lump-sum.</p>
<div align="center">
  <center>
  <table border="0" cellpadding="5" cellspacing="0" width="100%">
    <tr>
      <td width="50%" valign="top">___________________________________<br>
        PARTICIPANT</td>
      <td width="50%" valign="top">Date: ______________</td>
    </tr>
    <tr>
      <td width="50%" valign="top">Accepted by Administrator:<br>
        ___________________________________</td>
      <td width="50%" valign="top">&nbsp;&nbsp;<br>
        Date: ______________</td>
    </tr>
  </table>
  </center>
</div>
<p align="center">7</p>
<hr noShade size="1" color="#000000">
<p align="center">JONES APPAREL GROUP, INC. DEFERRED COMPENSATION PLAN FOR
OUTSIDE DIRECTORS<br>
<u>BENEFICIARY DESIGNATION FORM</u></p>
<p>Complete this form to name beneficiaries who will receive your Account
balance remaining at the time of your death. You can change your beneficiaries
at any time by completing a new form. You must sign where indicated on the last
page for this form to be valid.</p>
<p>I. <u>Participant</u>&nbsp;&nbsp;</p>
<blockquote>
  <p>_____________________________________________<br>
  Participant's legal name (please print)</p>
</blockquote>
<p>II. <u>Primary Beneficiaries</u></p>
<blockquote>
  <p>Your remaining Account balance will be paid only to those beneficiaries
  living at the time of your death. The proportions must total 100% of your
  Account balance. If proportions are not indicated, or do not total 100%, your
  remaining Account balance will be paid in equal shares to the designated
  beneficiaries. If any of your primary beneficiaries is not living at the time
  of your death, your remaining Account balance will be divided proportionately
  among the remaining primary beneficiaries.</p>
  <p>In the event of my death, pay my Account balance to (if additional
  beneficiaries are designated, attach the required information on a separate
  page):</p>
</blockquote>
<div align="center">
  <center>
  <table border="0" cellpadding="4" cellspacing="0" width="100%">
    <tr>
      <td width="53%" valign="top" align="left">_______________________________________<br>
        Name</td>
      <td width="47%" valign="top" colspan="2">_____________________________<br>
        Social Security Number</td>
    </tr>
    <tr>
      <td width="53%" valign="top" align="left">_______________________________________<br>
        Relationship</td>
      <td width="25%" valign="top">______________<br>
        Date of Birth</td>
      <td width="22%" valign="top">_____________%<br>
        Proportion</td>
    </tr>
    <tr>
      <td width="53%" valign="top" align="left">_______________________________________<br>
        Address&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        City</td>
      <td width="47%" valign="top" colspan="2">_____________________________<br>
        State&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        Zip</td>
    </tr>
    <tr>
      <td width="53%" valign="top" align="left">_______________________________________<br>
        Name</td>
      <td width="47%" valign="top" colspan="2">_____________________________<br>
        Social Security Number</td>
    </tr>
    <tr>
      <td width="53%" valign="top" align="left">_______________________________________<br>
        Relationship</td>
      <td width="25%" valign="top">______________<br>
        Date of Birth</td>
      <td width="22%" valign="top">_____________%<br>
        Proportion</td>
    </tr>
    <tr>
      <td width="53%" valign="top" align="left">_______________________________________<br>
        Address&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        City</td>
      <td width="47%" valign="top" colspan="2">_____________________________<br>
        State&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        Zip</td>
    </tr>
    <tr>
      <td width="53%" valign="top"></td>
      <td width="25%" valign="top"></td>
      <td width="22%" valign="top">__________<br>
        Total&nbsp;&nbsp; 100%</td>
    </tr>
  </table>
  </center>
</div>
<p align="center">8</p>
<hr noShade size="1" color="#000000">
<p>III. Secondary Beneficiaries</p>
<blockquote>
  <p>Your remaining Account balance will be paid to secondary beneficiaries only
  (1) if none of your primary beneficiaries is living at the time of your death,
  or (2) if all of your primary beneficiaries die before your Account balance
  has been completely paid. The proportions must total 100%. If proportions are
  not indicated, or do not total 100%, your remaining Account balance will be
  paid in equal shares to the designated beneficiaries. If any of your secondary
  beneficiaries is not living at the time of your death or on the date that your
  last surviving primary beneficiary dies, your remaining Account balance will
  be divided proportionately among the remaining secondary beneficiaries.</p>
  <p>If none of my primary beneficiaries is living at the time of my death or if
  all of my primary beneficiaries die before my Account balance has been
  completely paid, pay my Account balance to (if additional beneficiaries are
  designated, attach the required information on a separate
  page):&nbsp;&nbsp;&nbsp;&nbsp;</p>
</blockquote>
<table border="0" cellpadding="4" cellspacing="0" width="100%">
  <tr>
    <td width="53%" valign="top" align="left">_______________________________________<br>
      Name</td>
    <td width="47%" valign="top" colspan="2">_____________________________<br>
      Social Security Number</td>
  </tr>
  <tr>
    <td width="53%" valign="top" align="left">_______________________________________<br>
      Relationship</td>
    <td width="25%" valign="top">______________<br>
      Date of Birth</td>
    <td width="22%" valign="top">_____________%<br>
      Proportion</td>
  </tr>
  <tr>
    <td width="53%" valign="top" align="left">_______________________________________<br>
      Address&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      City</td>
    <td width="47%" valign="top" colspan="2">_____________________________<br>
      State&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Zip</td>
  </tr>
  <tr>
    <td width="53%" valign="top" align="left">_______________________________________<br>
      Name</td>
    <td width="47%" valign="top" colspan="2">_____________________________<br>
      Social Security Number</td>
  </tr>
  <tr>
    <td width="53%" valign="top" align="left">_______________________________________<br>
      Relationship</td>
    <td width="25%" valign="top">______________<br>
      Date of Birth</td>
    <td width="22%" valign="top">_____________%<br>
      Proportion</td>
  </tr>
  <tr>
    <td width="53%" valign="top" align="left">_______________________________________<br>
      Address&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      City</td>
    <td width="47%" valign="top" colspan="2">_____________________________<br>
      State&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
      Zip</td>
  </tr>
  <tr>
    <td width="53%" valign="top"></td>
    <td width="25%" valign="top"></td>
    <td width="22%" valign="top">__________<br>
      Total&nbsp;&nbsp; 100%</td>
  </tr>
</table>
<p>&nbsp;</p>
<p>V. <u>Participant's Signature</u></p>
<blockquote>
  <p>I hereby revoke every previous designation of beneficiaries for this Plan.
  I understand that I may change my beneficiaries at any time by completing a
  new form, and that the change is effective when received in writing and
  accepted by the Administrator.</p>
</blockquote>
<table border="0" cellpadding="5" cellspacing="0" width="100%">
  <tr>
    <td width="50%" valign="top">___________________________________<br>
      PARTICIPANT</td>
    <td width="50%" valign="top">Date: ______________</td>
  </tr>
  <tr>
    <td width="50%" valign="top">Accepted by Administrator:<br>
      ___________________________________</td>
    <td width="50%" valign="top">&nbsp; <br>
      Date: ______________</td>
  </tr>
</table>
<p align="center">9</p>

</body>


</TEXT>
</DOCUMENT>
