CARDINAL HEALTH INC
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>l10986aexv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>

                                                                   Exhibit 10.02

                                 CARDINAL HEALTH

                           DEFERRED COMPENSATION PLAN

                 Amended and Restated Effective January 1, 2005

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                                TABLE OF CONTENTS

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                                                                                                       Page
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<S>                                                                                                    <C>
ARTICLE I     DEFINITIONS AND GENERAL PROVISIONS......................................................    1
ARTICLE II    ELIGIBILITY AND PARTICIPATION...........................................................    5
ARTICLE III   DEFERRED COMPENSATION AND MATCHING CREDITS..............................................    6
ARTICLE IV    VESTING.................................................................................   10
ARTICLE V     DISTRIBUTION OF BENEFITS................................................................   11
ARTICLE VI    PLAN ADMINISTRATION.....................................................................   13
ARTICLE VII   AMENDMENT AND TERMINATION...............................................................   16
ARTICLE VIII  MISCELLANEOUS PROVISIONS................................................................   16
</TABLE>

                                       i

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                                 CARDINAL HEALTH

                           DEFERRED COMPENSATION PLAN

      The Cardinal Health Deferred Compensation Plan (the "Plan") is hereby
amended and restated effective as of January 1, 2005 by Cardinal Health, Inc.,
an Ohio corporation (the "Company"), for the benefit of members of the Board of
Directors of the Company and a select group of the management and highly
compensated employees of the Company and of its affiliated entities which adopt
and participate in this Plan with the consent of the Company.

                             Background Information

      A. The Company desires to continue to maintain the Plan in order to
provide certain of its highly compensated and management employees with the
opportunity to defer a portion of the base salary, bonuses and other cash
compensation otherwise payable to them.

      B. The Company intends for the Plan to continue to be an unfunded,
nonqualified deferred compensation arrangement as provided under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and to satisfy the
requirements of a "top hat" plan thereunder and under Labor Reg. Sec.
2520.104-23.

      C. The Company also hereby consolidates other nonqualified deferred
compensation arrangements established for the members of the Company's Board of
Directors and by certain affiliates of the Company for their management and
highly compensated employees with and into this Plan as a single, uniform
deferred compensation arrangement available to Company directors and a select
group of eligible employees of the Company on and after the effective date of
this restated Plan.

      D. This amended and restated Plan is intended to comply with the
requirements of The American Jobs Creation Act of 2004 ("AJCA") and new Section
409A of the Internal Revenue Code of 1986, as amended ("Code"), and to
constitute a good faith effort at meeting such requirements pending the issuance
of guidance by the Internal Revenue Service ("IRS"). To the extent inconsistent
with Section 409A or regulations issued thereunder, this Plan shall be amended
to conform to such requirements within applicable time limitations established
by the IRS. Finally, to the maximum extent permitted by applicable law, it is
the intent of this Plan to maintain all rights as in effect under prior law
applicable to the Plan and to any other plans combined within this Plan, and to
all vested balances as of December 31, 2004 under this Plan and any other plans
combined within this Plan, to the extent grandfathered by the provisions of
AJCA, Code Section 409A or regulations issued under that section.

                                   ARTICLE I

                       DEFINITIONS AND GENERAL PROVISIONS

      1.1 Definitions. Unless the context requires otherwise, the terms defined
in this Article shall have the meanings set forth below unless the context
clearly requires another meaning. When the defined meaning is intended, the term
is capitalized:

<PAGE>

      (a) Account. The bookkeeping account described in Section 3.6 under which
benefits and earnings are credited on behalf of a Participant.

      (b) Administrative Committee. The Financial Benefit Plans Committee or
such other committee of at least three (3) persons appointed by the Human
Resources and Compensation Committee of the Board to oversee the administration
of the Plan.

      (c) Beneficiary. The person(s) entitled to receive any distribution
hereunder upon the death of a Participant. The Beneficiary for benefits payable
under this Plan shall be the beneficiary designated by the Participant in
accordance with procedures established by the Administrative Committee as of the
Participant's date of death, or, in the absence of any such designation, the
Participant's estate.

      (d) Board. The Board of Directors of the Company or the Human Resources
and Compensation Committee thereof.

      (e) Change of Control. For purposes of the Plan, a Change of Control
means:

            (i)   the acquisition by any individual, entity or group (within the
            meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange
            Act of 1934 (the "Exchange Act")) (a "Person") of beneficial
            ownership (within the meaning of Rule 13d-3 promulgated under the
            Exchange Act) of twenty-five percent (25%) or more of either (A) the
            then outstanding Shares of the Company (the "Outstanding Shares") or
            (B) the combined voting power of the then outstanding voting
            securities of the Company entitled to vote generally in the election
            of directors (the "Outstanding Voting Securities"); provided,
            however, that for purposes of this Subsection (i), the following
            acquisitions shall not constitute a Change of Control: (I) any
            acquisition directly from the Company or any corporation controlled
            by the Company, (II) any acquisition by the Company or any
            corporation controlled by the Company, (III) any acquisition by any
            employee benefit plan (or related trust) sponsored or maintained by
            the Company or any corporation controlled by the Company or (IV) any
            acquisition by any corporation that is a Non-Control Acquisition (as
            defined in Subsection (iii) of this Section); or

            (ii)  individuals who, as of the Effective Date of this Plan,
            constitute the Board (the "Incumbent Board") cease for any reason to
            constitute at least a majority of the Board; provided, however, that
            any individual becoming a Director subsequent to the Effective Date
            whose election, or nomination for election by the Company's
            shareholders, was approved by a vote of at least a majority of the
            Directors then comprising the Incumbent Board shall be considered as
            though such individual were a member of the Incumbent Board, but
            excluding, for this purpose, any such individual whose initial
            assumption of office occurs as a result of an actual or threatened
            election contest with respect to the election or removal of
            Directors or other actual or threatened solicitation of proxies or
            consents by or on behalf of a Person other than the Board; or

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<PAGE>

            (iii) consummation of a reorganization, merger or consolidation or
            sale or other disposition of all or substantially all of the assets
            of the Company or the acquisition by the Company of assets or shares
            of another corporation (a "Business Combination"), unless, such
            Business Combination is a Non-Control Acquisition. A "Non-Control
            Acquisition" shall mean a Business Combination where: (A) all or
            substantially all of the individuals and entities who were the
            beneficial owners, respectively, of the Outstanding Shares and
            Outstanding Voting Securities immediately prior to such Business
            Combination beneficially own, directly or indirectly, more than
            fifty percent (50%) of, respectively, the then outstanding shares of
            common stock and the combined voting power of the then outstanding
            voting securities entitled to vote generally in the election of
            directors, as the case may be, of the corporation resulting from
            such Business Combination (including, without limitation, a
            corporation which as a result of such transaction owns the Company
            or all or substantially all of the Company's assets either directly
            or through one or more subsidiaries) in substantially the same
            proportions as their ownership immediately prior to such Business
            Combination of the Outstanding Shares and Outstanding Voting
            Securities, as the case may be, (B) no Person (excluding any
            employee benefit plan (or related trust) of the Company or such
            corporation resulting from such Business Combination) beneficially
            owns, directly or indirectly, twenty-five percent (25%) or more of,
            respectively, the then outstanding shares of common stock of the
            corporation resulting from such Business Combination or the combined
            voting power of the then outstanding voting securities of such
            corporation except to the extent that such ownership existed prior
            to the Business Combination (including any ownership that existed in
            the Company or the company being acquired, if any) and (C) at least
            a majority of the members of the board of directors of the
            corporation resulting from such Business Combination were members of
            the Incumbent Board at the time of the execution of the initial
            agreement, or of the action of the Board, providing for such
            Business Combination; or

            (iv)  approval by the shareholders of the Company of a complete
            liquidation or dissolution of the Company.

      (f) Code. The Internal Revenue Code of 1986, as amended from time to time.

      (g) Company. Cardinal Health, Inc., or any affiliate thereof or successor
thereto which adopts the Plan with the consent of Cardinal Health, Inc.

      (h) Compensation. Amounts paid or payable by the Company to an Eligible
Employee for a Plan Year which are includable in income for federal tax
purposes, including base salary and variable compensation in the form of
commissions and/or bonuses (except as otherwise provided herein).
Notwithstanding the foregoing, the following amounts are excluded from
Compensation: (i) other cash or non-cash compensation, expense reimbursements or
other benefits or contributions by the Company to any other employee benefit
plan, other than pre-tax salary deferrals into the Qualified Plan or any Code
Section 125 plan sponsored by the Company or any of its affiliates, (iii)
amounts realized (A) from the exercise of a stock option, (B) when restricted
stock (or property) held by a Participant either becomes freely transferable or
is no

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<PAGE>

longer subject to a substantial risk of forfeiture, (C) when the Shares
underlying restricted share units are payable to a Participant, or (D) from the
sale, exchange or other disposition of stock acquired under a qualified stock
option, and (ii) any amounts that are required to be withheld from a
Participant's wages from the Company pursuant to Code Section 3102 to satisfy
the Participant's tax obligations under Code Section 3101. With respect to
Directors, "Compensation" means any and all fees paid for service as a member of
the Board, including fees for attendance at meetings or committee meetings.

      (i) Director. A member of the Board of Directors of the Company.

      (j) Distribution Options. A single lump sum or annual installment payments
over a period of five (5) or ten (10) years. The standard form of distribution
shall be a single lump sum payment unless otherwise elected by a Participant in
accordance with the terms of the Plan or as determined by the Company to the
extent permitted by Code Section 409A and regulations thereunder.

      (k) Effective Date. January 1, 2005.

      (l) Eligible Employee. Any individual who is (i) an employee who is a
Reporting Person or (ii) (A) among a select group of management or highly
compensated employees (within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA), and (B) designated by the Company as eligible to make
Compensation deferral contributions under Article II of the Plan in accordance
with eligibility criteria established from time to time by the Administrative
Committee, the Policy Committee or the Board.

      (m) ERISA. The Employee Retirement Income Security Act of 1974, as amended
from time to time.

      (n) Participant. Any Director or any Eligible Employee who meets the
eligibility requirements for participation in the Plan as set forth in Article
II and who earns benefits under the Plan.

      (o) Plan. The Cardinal Health Deferred Compensation Plan, as set forth
herein, and as such Plan may be amended from time to time hereafter.

      (p) Plan Year. The fiscal year of the Plan, which is the twelve (12)
consecutive month period beginning January 1 and ending December 31.

      (q) Policy Committee. The Employee Benefits Policy Committee of the
Company.

      (r) Qualified Plan. The Cardinal Health 401(k) Savings Plan, as amended
from time to time.

      (s) Reporting Person. Eligible Employees and Directors who are subject to
Section 16 of the Securities Exchange Act of 1934, as amended.

      (t) Retirement. An Eligible Employee's termination of employment with the
Company following attainment of age 65 or the retirement from the Board of any
Director.

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      (u) Shares. The common shares, without par value, of the Company.

      (v) Total Disability. Occurs when a Participant is either unable to engage
in any substantial gainful activity or is receiving income replacement benefits
under an accident and health plan covering employees for a period of not less
than three (3) months, by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than twelve (12) months. The Company
shall determine the existence of a Total Disability in its sole discretion and
may require the Participant to submit to periodic medical examinations at the
Participant's expense to confirm the existence and continuation of a Total
Disability.

      1.2 General Provisions. The masculine wherever used herein shall include
the feminine; singular and plural forms are interchangeable. Certain terms of
more limited application have been defined in the provisions to which they are
principally applicable. The division of the Plan into Articles and Sections with
captions is for convenience only and is not to be taken as limiting or extending
the meaning of any of its provisions.

                                   ARTICLE II

                          ELIGIBILITY AND PARTICIPATION

      2.1 General Eligibility Conditions. To become eligible to participate in
the Plan, an individual must be (i) a Reporting Person, or (ii) (A) among a
select group of management or highly compensated employees within the meaning of
Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA and (B) designated as an
Eligible Employee by the Company (or another participating affiliated employer)
to receive any applicable Company contributions and to make Compensation
deferral contributions under the Plan. In order to receive a benefit under the
Plan, however, a Participant must also meet the requirements of Sections 2.2 and
2.3.

      2.2 Specific Conditions for Active Participation. To participate actively
in the Plan (i.e., to make deferrals hereunder), a Participant must execute or
acknowledge a Compensation Deferral Agreement, or otherwise agree to defer some
of his Compensation in accordance with such other procedures, including
electronic enrollment, as are established by the Administrative Committee from
time to time. A Participant's Compensation Deferral Agreement shall be
maintained by or on behalf of the Administrative Committee and must be executed,
acknowledged, filed or submitted electronically within thirty (30) days of first
becoming eligible to participate in the Plan and, for all subsequent deferral
elections after initial participation, in advance of the beginning of the
calendar year during which such compensation is expected to be earned, or at
such other time as may be required by regulations issued under Code Section
409A. In all cases, a Participant's election to defer Compensation shall be made
prior to the time any of the Compensation covered by such election is to be
earned by such Participant. Elections to participate and defer Compensation
shall be irrevocable with respect to the Compensation to which they apply and
may be amended, revoked or suspended by the Participant only effective as of the
January 1st following the amendment, revocation or suspension in accordance with
procedures established by the Administrative Committee, unless transition rules
and regulations under Code Section 409A permit amendment, revocation or
suspension as of some other time.

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<PAGE>

      2.3 Eligibility List; Suspension of Active Participation. The
Administrative Committee shall maintain a written list of those employees who
then qualify as Eligible Employees under the Plan, as determined by the
eligibility criteria established by the Company. Any Participant not listed as
an Eligible Employee for a given Plan Year shall cease to have any right to
defer Compensation for such Plan Year. However, any amounts credited to the
Account of a Participant whose participation is suspended shall otherwise
continue to be maintained under the Plan in accordance with its terms. All
Reporting Persons shall be eligible to participate in the Plan at all times
during which they are a Reporting Person.

      2.4 Termination of Participation. Once an Eligible Employee becomes a
Participant, such individual shall continue to be a Participant until such
individual (i) ceases to be described as a Director or as an Eligible Employee,
and (ii) ceases to have any vested interest in the Plan (as a result of
distributions made to such Participant or his Beneficiary, if applicable, or
otherwise).

      2.5 Participation by Other Employers. With the consent of the Company, any
corporation that is a member of the same controlled group as the Company (within
the meaning of Code Section 1563(a)) may become a participating employer under
the Plan by taking such action as may be necessary or desirable to put the Plan
into effect with respect to such corporation. Accrued account amounts under
certain nonqualified deferred compensation plans sponsored by the Company for
the members of the Board or by certain affiliates of the Company for their
employees shall be transferred to and assumed by this Plan effective as of
January 1, 2005. Notwithstanding any other provision of the Plan to the
contrary, the terms of any such plans shall thereafter be governed by the terms
of this Plan provided that the accrued benefit of all participants in such plans
shall not be reduced and shall be preserved and assumed by this Plan.

                                  ARTICLE III

                   DEFERRED COMPENSATION AND MATCHING CREDITS

      3.1 Deferred Compensation Credits. Pursuant to the provisions of Article
II and this Article III, a Participant and the Company may, by mutual agreement,
provide for deferred and postponed payment of a percentage of the Participant's
Compensation which otherwise would be paid during the applicable Plan Year(s)
for services to be rendered in such year(s). All elections to defer Compensation
must be made within thirty (30) days after the date the Participant first
becomes eligible to participate in the Plan or, for subsequent elections after
initial eligibility, prior to the calendar year during which the Compensation is
expected to be earned or at such other time as may be specified under
regulations issued under the Code. In the case of the deferral of any
performance-based Compensation based on services performed over a period of at
least 12 months, such election must also be made no later than six (6) months
before the end of the performance period. A Participant who is an Eligible
Employee may defer between one percent (1%) and twenty percent (20%) of
Compensation. A Participant who is a Director may defer between twenty percent
(20%) and one hundred percent (100%) of Compensation. The Company may, in its
discretion, establish and change from time to time the minimum and maximum
amount that may be so deferred for Participants who are not Reporting Persons.
Elections shall be made in accordance with procedures established by the
Administrative

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Committee. In addition, special limitations may be established by the
Administrative Committee to apply to the deferral of any special bonus or other
non-periodic Compensation that a Participant who is not a Reporting Person is
expected to receive. The Company will credit the deferred compensation amount
agreed to for each Plan Year to the Participant's Account from time to time as
the deferred amounts otherwise would have been earned by the Participant. All
contributions under this provision to the Accounts of Participants in the Plan,
as adjusted for earnings or losses (described below), are referred to as
"Deferred Compensation Credits."

      3.2 Matching Credits. The Company may, in its discretion, credit to a
Participant's Account each Plan Year during which the Participant is selected to
participate in the Plan an amount equal to a percentage of the Participant's
Deferred Compensation Credits as a matching contribution. The amount of any such
contributions may vary from year to year or among Participants in the discretion
of the Company. In general, such matching contributions may be made at the same
rate as is applicable to the Participant under the Qualified Plan, but only with
respect to the portion of a Participant's deferrals from the first $100,000 of
Compensation in excess of the maximum amount of Compensation recognized under
the Qualified Plan under Section 401(a)(17) of the Code for the fiscal year of
the Qualified Plan that coincides with or ends within the Plan Year of this
Plan. All contributions under this provision to the Accounts of Participants in
the Plan, as adjusted for earnings or losses (described below), are referred to
as "Matching Credits."

      3.3 Suspension of Deferrals. Participant Deferred Compensation Credits
hereunder will be automatically suspended during any unpaid leave of absence or
temporary layoff. Contributions suspended in accordance with the provisions of
this paragraph shall be automatically resumed, without the necessity of any
action by the Participant, upon return to employment at the expiration of such
suspension period.

      3.4 Company Contribution and Social Security Supplement Credits. The
Company may, in its discretion, credit to the Participant's Account each Plan
Year an amount equal to a percentage of the Participant's Compensation from the
Company in excess of the dollar limitation in effect for the year under Section
401(a)(17) of the Code, but not more than an excess of $100,000 above such
compensation limit. All contributions under this provision to the Accounts of
Participants in the Plan, as adjusted for earnings or losses (described below),
are referred to as "Company Contribution Credits." In addition, the Company may
make an additional discretionary contribution for a Plan Year to the
Participant's Account, as determined by the Company in its discretion, equal to
a percentage of the Participant's Compensation from the Company in excess of the
dollar limitation in effect for the year under Section 401(a)(17) of the Code,
but not more than an excess of $100,000 above such compensation limit, for the
purpose of supplementing the benefits the Participant will receive at retirement
under the Social Security program. All contributions under this provision to the
Accounts of Participants in the Plan, as adjusted for earnings or losses
(described below), are referred to as "Social Security Supplement Credits."
Contributions made to Participant Accounts under this Section may be subject to
additional requirements as established from time to time by the Policy
Committee, such as a requirement to be employed on the last day of the Plan
Year.

      3.5 Prior Plan Accounts. The Company will credit to the Participant's
Account the accrued benefit of the Participant under any other nonqualified
deferred compensation plan or

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<PAGE>

arrangement sponsored by the Company or one of its affiliates that is
consolidated and merged with and into this Plan. All amounts credited as
contributions under this provision to the Accounts of Participants in the Plan,
as adjusted for earnings or losses (described below), are referred to as "Prior
Plan Credits." A schedule of the nonqualified deferred compensation plans merged
with and into this Plan, and of the amounts credited to the Accounts of
Participants from such prior plans, shall be maintained by the Administrative
Committee.

      3.6 Record of Account. Solely for the purpose of measuring the amount of
the Company's obligations to each Participant or his beneficiaries under the
Plan, the Company will maintain a separate bookkeeping record, an "Account," for
each Participant in the Plan. The Company, in its discretion, may either credit
a hypothetical earnings rate to the Participant's Account balance for the Plan
Year, or may actually invest an amount equal to the amount credited to the
Participant's Account from time to time in an account or accounts in its name
with investment media or companies, which investment options may include some or
all of those used for investment purposes under the Qualified Plan, as
determined by the Company in its discretion. The Company may also establish a
deferred compensation trust that qualifies as a so-called "rabbi" trust meeting
applicable requirements of Code Section 409A. If such separate investments are
made, the Participant may be permitted to direct the investment of the portion
of the Company's accounts allocable to him under the Plan in the same manner he
is permitted to direct the investment of his account in the Qualified Plan,
except that certain of the investment options may not be available options under
this Plan. The Participant may change the allocation of his Account among the
applicable investment alternatives then available under the Plan in accordance
with procedures established by the Administrative Committee from time to time.
In no event shall a Participant who is a current Reporting Person, or who has
been a Reporting Person during the last six (6) months, be permitted to change
any amounts invested in any other investment alternative to a Cardinal Stock
Account (as defined below). In addition, a Participant who is a current
Reporting Person, or who has been a Reporting Person during the last six (6)
months, shall not be permitted to change any investment in a Cardinal Stock
Account to any other investment alternative, except that a Participant who
becomes a Reporting Person (other than a Director) after commencing
participation in the Plan and who has an investment in a Cardinal Stock Account
may make a one-time election while such Participant is a Reporting Person to
direct all or a portion of the investment in a Cardinal Stock Account into an
alternate investment option available under the Plan. After a Participant ceases
to be a Reporting Person for at least six (6) months, such Participant may again
change investments into or out of a Cardinal Stock Account in accordance with
rules established by the Administrative Committee and without regard to the
above restrictions. The Company is not obligated to make any particular
investment options available, however, if investments are in fact made, and may,
from time to time in its sole discretion, change the investment alternatives.
Nothing herein shall be construed to confer on the Participant the right to
continue to have any particular investment available.

      The Company will credit the Participant's Account with hypothetical or
actual earnings or losses at least quarterly based on the earnings rate declared
by the Company or the performance results of the Company's account(s) invested
pursuant to the Company's or the Participant's directions, and shall determine
the fair market value of the Participant's Account based on the bookkeeping
record or the fair market value of the portion of the Company's accounts
representing the Participant's Account. The determination of the earnings,
losses or

                                       8
<PAGE>

fair market value of the Participant's Account may be adjusted by the Company to
reflect its payroll, income or other taxes or costs associated with the Plan, as
determined by the Company in its sole discretion.

      3.7 Special Rules Applicable to Investments in Shares. Subject to the
provisions of this Article III, a Participant may also elect to have all or a
portion of his Account to be deemed invested in Shares (such dollar amounts
shall be referred to as the "Share Election Accumulations"). On the date when
the amounts to be credited to the Participant's Share Election Accumulations are
otherwise allocated to his Account, the Company will credit to a separate
sub-account (the Participant's "Cardinal Stock Account") a number of
hypothetical Shares (and fractions thereof) having a Value equal to the Share
Election Accumulations. For purposes of this Plan, the "Value" of a Share on a
particular day shall mean the closing trading price of a Share on the New York
Stock Exchange on that day (or, if there is no trading of the Shares on that
day, on the most recent previous date on which trading occurred). With respect
to any Director, any election made pursuant to this Section shall be irrevocable
for all amounts credited to a Participant's Account during the Plan Year for
which the election is made. Any election made by a Director pursuant to this
Section shall remain in effect for amounts credited to the Participant's Account
in subsequent Plan Years unless the Participant delivers a written notice to the
Secretary of the Company setting forth a different investment election, which
shall be applied to future Plan Years until further written notice is received
by the Secretary of the Company pursuant to this Section. Except for Directors,
no other Reporting Person may elect to invest future contributions in his
Account in Shares. Such other Reporting Person may again elect to invest future
contributions in his Account in Shares subject to this Section 3.7 after he
ceases to be a Reporting Person.

      If any Organic Change shall occur, then the Participant's Cardinal Stock
Account (if any) shall be adjusted so as to contain such shares of stock,
securities or assets (including cash) as would have been issued or payable with
respect to or in exchange for the number of Shares credited thereto immediately
before such Organic Change, if such Shares had been outstanding. An "Organic
Change" includes the recapitalization, reorganization, reclassification,
consolidation, or merger of the Company, or any sale of all or substantially all
of the Company's assets to another person or entity, or any other transaction
which is effected in such a way that holders of Shares are entitled to receive
(either directly or upon subsequent liquidation) other stock, securities, or
assets with respect to or in exchange for Shares. If the assets held in the
Participant's Cardinal Stock Account immediately after such adjustment are not
equity securities, then the Participant shall be permitted to re-direct the
investment thereof into the other investment choices then available under this
Plan.

      In the case of the Cardinal Stock Account (if any) of a Participant other
than a Reporting Person (as of the Dividend Payment Date), the earnings (or
losses) credited to such account shall consist solely of dividend equivalent
credits pursuant to this paragraph. Whenever a dividend or other distribution is
made with respect to the Shares, then the Cardinal Stock Account of a
Participant who is not a Reporting Person (as of the Dividend Payment Date)
shall be credited, on the payment date for such dividend or other distribution
(the "Dividend Payment Date"), with a number of additional Shares having a
Value, as of the Dividend Payment Date, based upon the number of Shares deemed
to be held in the Participant's Cardinal Stock Account as of the record date for
such dividend or other distribution (the "Dividend Record Date"), if such Shares
were

                                       9
<PAGE>

outstanding. If such dividend or other distribution is in the form of cash, the
number of Shares so credited shall be a number of Shares (and fractions thereof)
having a Value, as of the Dividend Payment Date, equal to the amount of cash
that would have been distributed with respect to the Shares deemed to be held in
the Participant's Cardinal Stock Account as of the Dividend Record Date, if such
Shares were outstanding. If such dividend or other distribution is in the form
of Shares, the number of Shares so credited shall equal the number of such
Shares (and fractions thereof) that would have been distributed with respect to
the Shares deemed to be held in the Participant's Cardinal Stock Account as of
the Dividend Record Date, if such Shares were outstanding. If such dividend or
other distribution is in the form of property other than cash or Shares, the
number of Shares so credited shall be a number of Shares (and fractions thereof)
having a Value, as of the Dividend Payment Date, equal to the value of the
property that would have been distributed with respect to the Shares deemed to
be held in the Participant's Cardinal Stock Account as of the Dividend Record
Date, if such Shares were outstanding. The value of such property shall be its
fair market value as of the Dividend Payment Date, determined by the Board based
upon market trading if available and otherwise based upon such factors as the
Board deems appropriate.

      With respect to a Participant who is a Reporting Person on the Dividend
Payment Date, the cash value of the dividend or other distribution shall be
invested in an alternate investment option under the Plan, as determined by the
Administrative Committee in its sole discretion. To the extent that the dividend
or other distribution is made in a form other than cash, the Shares or other
property shall be liquidated to cash as soon as administratively practicable and
thereafter invested as indicated herein.

                                   ARTICLE IV

                                     VESTING

      4.1 Vesting. A Participant always will be one hundred percent (100%)
vested in amounts credited to his Account as Deferred Compensation Credits,
Matching Credits made on or after January 1, 2005, Prior Plan Credits and
earnings allocable thereto. The Participant or his Beneficiaries shall be
entitled to benefits from Matching Credits made prior to January 1 2005, Company
Contribution Credits and Social Security Supplement Credits allocated to his
Account by the Company, and earnings thereon, only upon satisfaction of the
vesting requirements of this Article IV. The Participant shall become one
hundred percent (100%) vested in his Account upon his Retirement, death, Total
Disability or upon a Change of Control of the Company. If the Participant
terminates employment with the Company and all participating employers for any
reason other than Retirement, death, Total Disability, or pursuant to a Change
of Control, all rights of the Participant, his Beneficiaries, executors,
administrators, or any other person to receive benefits under this Plan derived
from amounts credited as Matching Credits made prior to January 1, 2005, Company
Contribution Credits and Social Security Supplement Credits shall vest as of the
date that the Participant has completed three (3) Years of Service with the
Company or any of its affiliates. A "Year of Service" for this purpose means a
period of twelve (12) consecutive calendar months during which the Participant
was employed by the Company or one of its affiliates. If a Participant
terminates employment before that date (other than due to a Change of Control,
Retirement, death or Total Disability), all Matching Credits made prior to

                                       10
<PAGE>

January 1, 2005, Company Contribution Credits and Social Security Supplement
Credits shall be forfeited. If the Participant terminates employment but is
subsequently re-employed by the Company or another participating employer, no
benefits forfeited hereunder shall be reinstated unless otherwise determined by
the Company in its sole discretion.

      4.2 Confidentiality and Non-Competition Agreement. In its discretion, the
Company may require any Eligible Employee selected to become a Participant in
the Plan to execute a Confidentiality and Non-Competition Agreement with the
Company and/or its affiliates in consideration of the benefits to be provided
hereunder.

                                   ARTICLE V

                            DISTRIBUTION OF BENEFITS

      5.1 Distribution Timing. A Participant shall receive payment of the
amounts credited to his Account upon his termination from employment or from the
Board due to Retirement, death, Total Disability or any other reason. The
Participant will begin to receive the amount credited to his Account as of such
date beginning on the first regular payment processing date to occur at least
six (6) months after the date of the Participant's termination, Retirement,
death or Total Disability. The Administrative Committee may establish regular
payment processing dates and change the same from time to time in its
discretion, provided there are at least two such dates each Plan Year. If
payment is to be made in a lump sum, it shall occur on the first regular payment
processing date as described above. If payment is to be made in annual
installments, it shall commence on such first regular payment processing date
with subsequent annual installments to occur on the same date each year
thereafter until the Participant's Account is distributed in full

      5.2 Distribution upon Retirement or Other Termination of Employment or
Service as a Director. Upon Retirement or other termination of employment or
membership on the Board, the Participant shall be eligible to receive payment of
the amounts credited to the Participant's Account in the standard Distribution
Option commencing as of the date specified in Section 5.1, above. Alternatively,
a Participant may elect another Distribution Option at the time of initial
enrollment in the Plan or, for existing Participants as of the date this Plan is
amended and restated, prior to January 1, 2005. The Participant may change his
election of a Distribution Option pursuant to an election made during the annual
deferral election period prior to the beginning of each Plan Year, provided said
election is made at least twelve (12) months prior to the date that payments
would have otherwise begun under such option and provided that a Participant may
not change a Distribution Option to one that would complete the distribution of
the Participant's Account more quickly than the election in effect at the date
of the new election. If a Distribution Option election is made or changed and
distribution is triggered before twelve (12) months have elapsed, the
distribution will be made in accordance with the Distribution Option election in
effect prior to the change or, if none, in accordance with the standard
Distribution Option. If an annual installment payment method is the selected
Distribution Option, the amount of the annual benefit shall equal the amount
necessary to fully distribute the Participant's Account as an annual benefit
payable over the installment period, consistent with the following methodology:
the amount payable as the annual installment shall equal the value of the
Participant's Account as of the most recent Account valuation date, multiplied
by a

                                       11
<PAGE>

fraction, the numerator of which is one (1) and the denominator of which is the
number of annual installments remaining in the installment period elected by the
Participant. For example, assuming a ten (10) year installment payment period
applies, the amount distributed at each of the distribution dates would
represent the value of the Participant's Account as of the most recent valuation
date preceding the actual distribution date times the following factors: Year 1
- 10% (1/10), Year 2 - 11.11% (1/9), Year 3 - 12.5% (1/8), Year 4 - 14.29%
(1/7), Year 5 - 16.66% (1/6), Year 6 - 20% (1/5), Year 7 - 25% (1/4), Year 8 -
33.33% (1/3), Year 9 - 50% (1/2) and Year 10 - 100% (1/1). Notwithstanding the
foregoing, if the Participant's employment or service on the Board terminates
within two (2) years after a Change of Control occurs, then the Participant's
Account shall be payable in a single lump sum on the first regular payment
processing date after the termination of the Participant's employment unless a
longer delay is required by applicable law, in which event the lump sum shall be
paid as soon as is permitted by applicable law. The Participant must provide the
Company advance notice of his intention to retire and receive benefits hereunder
in accordance with uniform procedures established by the Administrative
Committee. Payments of amounts credited to the Participant's Account will be
made in U.S. dollars, except for amounts credited to the Participant's Cardinal
Stock Account, if any, which shall be payable in the form of Shares plus cash in
lieu of any fractional shares.

      5.3 Distribution upon Death. In the event of the death of the Participant
while receiving benefit payments under the Plan, the Beneficiary or
Beneficiaries designated by the Participant shall be paid the remaining payments
due under the Plan in accordance with the method of distribution in effect to
the Participant at the date of death. In the event of the death of the
Participant prior to the commencement of the distribution of benefits under the
Plan, such benefits shall be paid to the Beneficiary or Beneficiaries designated
by the Participant, beginning as soon as practicable after the Participant's
death. Such benefits shall be paid in the standard Distribution Option unless
another Distribution Option was timely elected by the Participant at least
twelve (12) months prior to his death.

      5.4 Distribution in the Event of Total Disability. Upon the Participant's
Total Disability, the Participant shall be eligible to receive payment of the
amounts credited to his Account in the standard Distribution Option commencing
as soon as practicable after the Administrative Committee is satisfied of the
determination of the existence of a Total Disability with respect to such
Participant The Participant's Account may also be payable in one of the other
Distribution Options provided such other Distribution Option was timely elected
by the Participant at least twelve (12) months prior to his Total Disability.

      Total Disability shall be considered to have ended and entitlement to a
disability benefit shall cease if the Participant (i) is re-employed by the
Company or one of its affiliates, or (ii) engages in any substantial gainful
activity, except for such employment as is found by the Administrative Committee
in its sole discretion to be for the primary purpose of rehabilitation or not
incompatible with a finding of total and permanent disability. If entitlement to
a disability benefit ceases in accordance with the provisions of this paragraph,
the Participant shall not be prevented from qualifying for a benefit under
another provision of the Plan.

      5.5 Special Rules for Prior Plan Credits. Amounts credited to a
Participant's Account as Prior Plan Credits shall be payable under the terms of
this Plan notwithstanding any contrary provisions of the Prior Plan.
Notwithstanding the foregoing, any amounts that are currently

                                       12
<PAGE>

being paid to Participants who are no longer employed by the Company or no
longer members of the Board as of the effective date of this amended and
restated Plan, shall continue to be distributed in accordance with the elections
in effect as of that date unless to do so is not permitted under Code Section
409A and regulations issued thereunder.

      5.6 Withdrawals for Unforeseeable Emergency. Upon the occurrence of an
unforeseeable emergency, the Participant shall be eligible to receive payment of
the amount necessary to satisfy such emergency plus amounts necessary to pay
taxes reasonably anticipated as a result of the distribution, after taking into
account the extent to which such hardship is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
participant's assets (to the extent such liquidation would not itself cause
severe financial hardship). The amount determined to be properly distributable
under this section and applicable regulations under Code Section 409A shall be
payable in a single lump sum only. For the purposes of this section, the term
"unforeseeable emergency" means a severe financial hardship to the Participant
resulting from an illness or accident of the Participant, the Participant's
spouse, or a dependent of the Participant (as defined in Code Section 152(a));
loss of the Participant's property due to casualty; or other similar
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. It shall be the responsibility of the
Participant seeking to make a withdrawal under this section to demonstrate to
the Administrative Committee that an unforeseeable emergency has occurred and to
document the amount properly distributable hereunder.

                                   ARTICLE VI

                               PLAN ADMINISTRATION

      6.1 Administration. The Plan shall be administered by the Administrative
Committee as an unfunded deferred compensation plan that is not intended to meet
the qualification requirements of Code Section 401.

      6.2 Administrative Committee. The Administrative Committee will operate
and administer the Plan and shall have all powers necessary to accomplish that
purpose, including, but not limited to, the discretionary authority to interpret
the Plan, the discretionary authority to determine all questions relating to the
rights and status of Eligible Employees and Participants, and the discretionary
authority to make such rules and regulations for the administration of the Plan
as are not inconsistent with the terms and provisions hereof or applicable law,
as well as such other authority and powers relating to the administration of the
Plan, except such as are reserved by the Policy Committee or by the Plan to the
Policy Committee or the Board. All decisions made by the Policy Committee or the
Administrative Committee shall be final.

      Without limiting the powers set forth herein, the Administrative Committee
shall have the power (i) to change or waive any requirements of the Plan to
conform with the law or to meet special circumstances not anticipated or covered
in the Plan; (ii) to determine the times and places for holding meetings of the
Administrative Committee and the notice to be given of such meetings; (iii) to
employ such agents and assistants, such counsel (who may be counsel to the
Company), and such clerical and other services as the Administrative Committee
may require in

                                       13
<PAGE>

carrying out the provisions of the Plan; and (iv) to authorize one or more of
their number or any agent to execute or deliver any instrument on behalf of the
Administrative Committee.

      The members of the Administrative Committee, the Policy Committee, and the
Company and its officers and directors, shall be entitled to rely upon all
valuations, certificates and reports furnished by any funding agent or service
provider, upon all certificates and reports made by an accountant, and upon all
opinions given by any legal counsel selected or approved by the Administrative
Committee, and the members of the Administrative Committee, the Policy
Committee, and the Company and its officers and directors shall, except as
otherwise provided by law, be fully protected in respect of any action taken or
suffered by them in good faith in reliance upon any such valuations,
certificates, reports, opinions or other advice of a funding agent, service
provider, accountant or counsel.

      6.3 Statement of Participant's Account. The Administrative Committee
shall, as soon as practicable after the end of each Plan Year, provide to each
Participant a statement setting forth the Account of such Participant under
Section 3.6 as of the end of such Plan Year. Such statement shall be deemed to
have been accepted as correct unless written notice to the contrary is received
by the Administrative Committee within thirty (30) days after providing such
statement to the Participant. Account statements may be provided more often than
annually in the discretion of the Administrative Committee.

      6.4 Filing Claims. Any Participant, Beneficiary or other individual
(hereinafter a "Claimant") entitled to benefits under the Plan, or otherwise
eligible to participate herein, shall be required to make a claim with the
Administrative Committee (or its designee) requesting payment or distribution of
such Plan benefits (or written confirmation of Plan eligibility, as the case may
be), on such form or in such manner as the Administrative Committee shall
prescribe. Unless and until a Claimant makes proper application for benefits in
accordance with the rules and procedures established by the Administrative
Committee, such Claimant shall have no right to receive any distribution from or
under the Plan.

      6.5 Notification to Claimant. If a Claimant's application is wholly or
partially denied, the Administrative Committee (or its designee) shall, within
ninety (90) days, furnish to such Claimant a written notice of its decision.
Such notices shall be written in a manner calculated to be understood by such
Claimant, and shall contain at least the following information:

            (i)   the specific reason or reasons for such denial;

            (ii)  specific reference to pertinent Plan provisions upon which
            such denial is based;

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

            (iv)  an explanation of the Plan's claim review procedure describing
            the steps to be taken by such Claimant, if he wishes to submit his
            claim for review.

                                       14
<PAGE>

      6.6 Review Procedure. Within sixty (60) days after the receipt of such
notice from the Administrative Committee, such Claimant, or the duly authorized
representative thereof, may request, by written application to the Plan, a
review by the Administrative Committee of the decision denying such claim. In
connection with such review, such Claimant, or duly authorized representative
thereof, shall be entitled to receive any and all documents pertinent to the
claim or its denial and shall also be entitled to submit issues and comments in
writing. The decision of the Administrative Committee upon such review shall be
made promptly and not later than sixty (60) days after the receipt of such
request for review, unless special circumstances require an extension of time
for processing, in which case a decision shall be rendered as soon as possible,
but not later than one hundred twenty (120) days after the Administrative
Committee's receipt of a request for review. Any such decision on review shall
be in writing and shall include specific reasons for the decision and specific
references to the pertinent Plan provisions on which the decision is based.

      6.7 Payment of Expenses. All costs and expenses incurred in administering
the Plan shall be paid from the Plan unless the Company elects to pay the costs
and expenses.

      6.8 Special Restrictions Applicable to Shares. Notwithstanding any other
provision of this Plan or any Deferred Compensation Agreement, the Company shall
not be required to issue or deliver any certificate or certificates for Shares
under this Plan prior to fulfillment of all of the following conditions:

            (i) Listing or approval for listing upon official notice of issuance
            of such shares on the New York Stock Exchange, Inc., or such other
            securities exchange as may at the time be a market for the Shares;

            (ii) Any registration or other qualification of such shares under
            any state or federal law or regulation, or the maintaining in effect
            of any such registration or other qualification which the Chairman
            shall, in his absolute discretion upon the advice of counsel, deem
            necessary or advisable; and

            (iii) Obtaining any other consent, approval, or permit from any
            state or federal governmental agency which the Chairman shall, in
            his absolute discretion upon the advice of counsel, determine to be
            necessary or advisable.

      Nothing contained in this Plan shall prevent the Company from adopting
other or additional compensation arrangements for the Participants.

      6.9 Shares Available. The maximum aggregate number of Shares which may be
credited to Cardinal Stock Accounts pursuant to this Plan is 2,340,000 Shares
issuable under the Plan may be taken from authorized but unissued Shares,
treasury Shares, Shares held in a trust for purposes of the Plan, or purchased
on the open market. No single Participant who is an Eligible Employee may
acquire under the Plan more than 1,125,000 Shares, and no single Participant who
is a Director may acquire under the Plan more than 45,000 Shares.

      In the event of any stock dividend, stock split, share combination,
corporate separation or division (including, but not limited to, split-up,
spin-off, split-off or distribution to the Company's shareholders other than a
normal cash dividend), or partial or complete liquidation,

                                       15
<PAGE>

or any other corporate transaction or event having any effect similar to any of
the foregoing, then the aggregate number of Shares reserved for issuance under
the Plan shall be appropriately substituted for new shares or adjusted, as
determined by the Board in its sole discretion.

                                   ARTICLE VII

                            AMENDMENT AND TERMINATION

      7.1 Amendment. The Company has reserved, and does hereby reserve, the
right at any time and from time to time by action of the Board (or by action of
the Policy Committee or the Administrative Committee if and to the extent that
the Board has delegated the authority to amend the provisions of the Plan to
either such committee) to amend, modify or alter any or all of the provisions of
the Plan without the consent of any Eligible Employees or Participants;
provided, however, that no amendment shall operate retroactively so as to affect
adversely any rights to which a Participant may be entitled under the provisions
of the Plan as in effect prior to such action. Any such amendment, modification
or alteration shall be expressed in an instrument executed by an authorized
officer or officers of the Company, and shall become effective as of the date
designated in such instrument.

      7.2 Termination. The Company reserves the right to suspend, discontinue or
terminate the Plan, at any time in whole or in part; provided, however, that a
suspension, discontinuance or termination of the Plan shall not accelerate the
obligation to make payments to any person not otherwise currently entitled to
payments under the Plan, unless otherwise specifically so determined by the
Company and permitted by applicable law, relieve the Company of its obligations
to make payments to any person then entitled to payments under the Plan, or
reduce any existing Account balance.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

      8.1 Employment Relationship. A Participant shall be considered to be in
the employ of the Company and its related affiliates and subsidiaries as long as
he remains an employee of either the Company, any subsidiary corporation of the
Company, or any corporation to which substantially all of the assets and
business of the Company are transferred. For this purpose, a subsidiary
corporation of the Company is any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, as of the date
such determination is to be made, each of the corporations other than the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. Nothing in the adoption of the Plan nor the
crediting of deferred compensation shall confer on any Participant the right to
continued employment by the Company or an affiliate or subsidiary corporation of
the Company, or affect in any way the right of the Company or such affiliate or
subsidiary to terminate his employment at any time. Any question as to whether
and when there has been a termination of a Participant's employment, and the
cause of such termination, shall be determined by the Administrative Committee,
and its determination shall be final.

                                       16
<PAGE>

      8.2 Facility of Payments. Whenever, in the opinion of the Administrative
Committee, a person entitled to receive any payment, or installment thereof, is
under a legal disability or is unable to manage his financial affairs, the
Administrative Committee shall have the discretionary authority to direct
payments to such person's legal representative or to a relative or friend of
such person for his benefit; alternatively, the Administrative Committee may in
its discretion apply the payment for the benefit of such person in such manner
as the Administrative Committee deems advisable. Any such payment or application
of benefits made in good faith in accordance with the provisions of this Section
shall be a complete discharge of any liability of the Administrative Committee
with respect to such payment or application of benefits.

      8.3 Funding. All benefits under the Plan are unfunded and the Company
shall not be required to establish any special or separate fund or to make any
other segregation of assets in order to assure the payment of any amounts under
the Plan; provided, however, that in order to provide a source of payment for
its obligations under the Plan, the Company may establish a trust fund. The
right of a Participant or his Beneficiary to receive a distribution hereunder
shall be an unsecured claim against the general assets of the Company, and
neither the Participant nor his Beneficiary shall have any rights in or against
any amounts credited under the Plan or any other specific assets of the Company.
All amounts credited under the Plan to the benefit of a Participant shall
constitute general assets of the Company and may be disposed of by the Company
at such time and for such purposes as it may deem appropriate.

      8.4 Anti-Assignment. No right or benefit under the Plan shall be subject
to anticipation, alienation, sale, assignment, pledge, encumbrance or charge;
and any attempt to anticipate, alienate, sell, assign, pledge, encumber or
charge the same shall be void. No right or benefit shall be liable for or
subject to the debts, contracts, liabilities, or torts of the person entitled to
such benefits. If a Participant, a Participant's spouse, or any Beneficiary
should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge,
encumber or charge any right to benefits under the Plan, then those rights, in
the discretion of the Administrative Committee, shall cease. In this case, the
Administrative Committee may hold or apply the benefits at issue or any part
thereof for the benefit of the Participant, the Participant's spouse, or
Beneficiary in such manner as the Administrative Committee may deem proper.

      8.5 Unclaimed Interests. If the Administrative Committee shall at any time
be unable to make distribution or payment of benefits hereunder to a Participant
or any Beneficiary of a Participant by reason of the fact that his whereabouts
is unknown, the Administrative Committee shall so certify, and thereafter the
Administrative Committee shall make a reasonable attempt to locate such missing
person. If such person continues missing for a period of three (3) years
following such certification, the interest of such Participant in the Plan
shall, in the discretion of the Administrative Committee, be distributed to the
Beneficiary of such missing person.

      8.6 References to Code, Statutes and Regulations. Any and all references
in the Plan to any provision of the Code, ERISA, or any other statute, law,
regulation, ruling or order shall be deemed to refer also to any successor
statute, law, regulation, ruling or order.

      8.7 Liability. The Company, and its directors, officers and employees,
shall be free from liability, joint or several, for personal acts, omissions,
and conduct, and for the acts, omissions and conduct of duly constituted agents,
in the administration of the Plan, except to the

                                       17
<PAGE>

extent that the effects and consequences of such personal acts, omissions or
conduct shall result from willful misconduct. However, this Section shall not
operate to relieve any of the aforementioned from any responsibility or
liability for any responsibility, obligation, or duty that may arise under
ERISA.

      8.8 Tax Consequences of Compensation Reductions. The income tax
consequences to Participants of Compensation reductions under the Plan shall be
determined under applicable federal, state and local tax law and regulation.

      8.9 Company as Agent for Related Employers. Each corporation which shall
become a participating employer pursuant to Section 2.5 by so doing shall be
deemed to have appointed the Company its agent to exercise on its behalf all of
the powers and authority hereby conferred upon the Company by the terms of the
Plan, including but not limited to the power to amend and terminate the Plan.
The Company's authority shall continue unless and until the related employer
terminates its participation in the Plan.

      8.10 Governing Law; Severability. The Plan shall be construed according to
the laws of the State of Ohio, including choice of law provisions, and all
provisions hereof shall be administered according to the laws of that State,
except to the extent preempted by federal law. A final judgment in any action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law. In the event that
any one or more of the provisions of the Plan shall for any reason be held to be
invalid, illegal, or unenforceable, such invalidity, illegality or
unenforceability shall not affect any other provision of the Plan, but the Plan
shall be construed as if such invalid, illegal, or unenforceable provisions had
never been contained herein, and there shall be deemed substituted such other
provision as will most nearly accomplish the intent of the parties to the extent
permitted by applicable law.

      8.11 Taxes. The Company shall be entitled to withhold any taxes from any
distribution hereunder or from other compensation then payable, as it believes
necessary, appropriate, or required under relevant law.












                                       18

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