COCA COLA CO
DEFERRED COMPENSATION PLAN, ADOPTED 12-20-02
<DOCUMENT>
<TYPE>EX-10.30
<SEQUENCE>18
<FILENAME>x10-30.txt
<DESCRIPTION>DEFERRED COMPENSATION PLAN, ADOPTED 12-20-02
<TEXT>
                                                                 EXHIBIT 10.30


                             THE COCA-COLA COMPANY

                           DEFERRED COMPENSATION PLAN

          WHEREAS, the Company (as hereinafter defined) has set forth its desire
to establish The Coca-Cola Company Deferred Compensation Plan to provide (i) a
select group of management or highly compensated employees with a capital
accumulation opportunity by deferring compensation on a pre-tax basis and (ii)
the Company with a method of rewarding and retaining its highly compensated
executives and employees.

          NOW, THEREFORE, as of the effective date set forth herein, this Plan
(as hereinafter defined) is hereby adopted to read as follows:

                                   ARTICLE I

                              TITLE AND DEFINITIONS

          1.1 Definitions.

          Capitalized terms used in this Plan, shall have the meanings specified
below.

          (a) "Account" or "Accounts" shall mean all of such subaccounts as are
specifically authorized for inclusion in this Plan.

          (b) "Base Salary" shall mean a Participant's annual base salary,
including any salary continuation, excluding bonus, commissions, incentive and
all other remuneration for services rendered to the Company and prior to
reduction for any salary contributions to a plan established pursuant to Section
125 of the Code or qualified pursuant to Section 401(k) of the Code.

          (c) "Beneficiary" or "Beneficiaries" shall mean the person or persons,
including a trustee, personal representative or other fiduciary, last designated
in writing by a Participant in accordance with procedures established by the
Committee to receive the benefits specified hereunder in the event of the
Participant's death. No beneficiary designation shall become effective until it
is filed with the Committee. Any designation shall be revocable at any time
through a written instrument filed by the Participant with the Committee with or
without the consent of the previous Beneficiary. No designation of a Beneficiary
other than the Participant's spouse shall be valid unless consented to in
writing by such spouse. If there is no such designation or if there is no
surviving designated Beneficiary, then the Participant's surviving spouse shall
be the Beneficiary. If there is no surviving spouse to receive any benefits
payable in accordance with the preceding sentence, the duly appointed and
currently acting personal representative of the Participant's estate (which
shall include either the Participant's probate estate or living trust) shall be
the Beneficiary. In any case where there is no such personal representative of
the Participant's estate duly appointed and acting in that capacity within 90
days after the Participant's death (or such extended period as the Committee
determines is reasonably necessary to allow such personal


<PAGE>

representative to be appointed, but not to exceed 180 days after the
Participant's death), then Beneficiary shall mean the person or persons who can
verify by affidavit or court order to the satisfaction of the Committee that
they are legally entitled to receive the benefits specified hereunder. In the
event any amount is payable under the Plan to a minor, payment shall not be made
to the minor, but instead be paid to such minor's legal guardian duly appointed
and currently acting to hold the funds for such minor. If no guardian of the
estate for the minor is duly appointed and currently acting within 60 days after
the date the amount becomes payable, payment shall be deposited with the court
having jurisdiction over the estate of the minor. Payment by Company pursuant to
any unrevoked Beneficiary designation, or to the Participant's estate if no such
designation exists, of all benefits owed hereunder shall terminate any and all
liability of Company.

          (d) "Board of Directors" or "Board" shall mean the Board of Directors
of The Coca-Cola Company.

          (e) "Bonuses" shall mean the bonuses earned as of the last day of the
Plan Year pursuant to any bonus plan or program approved by the Committee,
provided a Participant is in the employ of the Company on the last day of the
Plan Year.

          (f) "Change of Control" shall mean a change in control of a nature
that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A under the Exchange Act as in effect on January 1, 2002,
provided that such a change in control shall be deemed to have occurred at such
time as (i) any "person" (as that term is used in Sections 13(d) and 14(d)(2) of
the Exchange Act), is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act as in effect on January 1, 2002) directly or
indirectly, of securities representing 20% or more of the combined voting power
for election of directors of the then outstanding securities of the Company or
any successor of the Company; (ii) during any period of two (2) consecutive
years or less, individuals who at the beginning of such period constituted the
Board of Directors of the Company cease, for any reason, to constitute at least
a majority of the Board of Directors, unless the election or nomination for
election of each new director was approved by a vote of at least two-thirds of
the directors then still in office who were directors at the beginning of the
period; (iii) the share owners of the Company approve any merger or
consolidation as a result of which the Stock shall be changed, converted or
exchanged (other than a merger with a wholly owned subsidiary of the Company) or
any liquidation of the Company or any sale or other disposition of 50% or more
of the assets or earning power of the Company; or (iv) the share owners of the
Company approve any merger or consolidation to which the Company is a party as a
result of which the persons who were share owners of the Company immediately
prior to the effective date of the merger or consolidation shall have beneficial
ownership of less than 50% of the combined voting power for election of
directors of the surviving corporation following the effective date of such
merger or consolidation; provided, however, that no Change in Control shall be
deemed to have occurred if, prior to such times as a Change in Control would
otherwise be deemed to have occurred, the Board of Directors determines
otherwise.

          (g) "Code" shall mean the Internal Revenue Code of 1986, as amended.


                                     -2-
<PAGE>

           (h) "Committee" shall mean the Management Committee appointed by the
Compensation Committee to administer the Plan in accordance with Article VII.

          (i) "Company" shall mean The Coca-Cola Company, a Delaware
corporation.


         (j) "Company Discretionary Contribution Amount" shall mean such
discretionary amount, if any, contributed by the Company for a Participant for a
Plan Year. Such amount may differ from Participant to Participant both in
amount, including no contribution and as a percentage of Compensation.

          (k) "Company Matching Contribution Amount" shall mean such amount
contributed by the Company, if any, for a Participant for a Plan Year. Such
amount may differ from Participant to Participant.

          (l) "Company Discretionary Contribution Subaccount" shall mean the
bookkeeping account maintained by the Company for each Participant that is
credited with an amount equal to (i) the Company Discretionary Contribution
Amount, if any, paid by the Company and (ii) earnings and losses pursuant to
Section 4.1.

          (m) "Company Matching Contribution Subaccount" shall mean the
bookkeeping account maintained by the Company for each Participant that is
credited with the number of Stock Units equal to the Company Matching
Contribution Amount, if any, and the Dividend Equivalent, if any, paid by the
Company.

          (n) "Compensation" shall mean Base Salary and Bonus.

          (o) "Compensation Committee" shall mean the Compensation Committee of
the Board of Directors of the Company or any subcommittee thereof.

          (p) "Compensation Deferral Subaccount" shall mean the bookkeeping
account maintained by the Committee for each Participant that is credited with
amounts equal to (i) the portion of the Participant's Compensation that he or
she elects to defer, and (ii) earnings and losses attributable thereto pursuant
to Section 4.1.

          (q) "Designated Employees" shall mean Eligible Employees designated by
the Committee as eligible to defer Stock Option Gains and Restricted Stock
Awards.

          (r) "Disability" shall mean that the Participant meets the definition
of "disabled" under the terms of The Coca-Cola Company Long Term Disability
Income Plan in effect on the date in question, whether or not such Participant
is covered by such plan.

          (s) "Distributable Amount" shall mean the vested balance in the
Participant's Accounts subject to distribution in a given Plan Year.

          (t) "Dividend Equivalent" shall mean the amount of cash dividends or
other cash distributions paid by the Company on that number of shares equal to
the number of Stock Units credited to a Participant's Stock Unit Subaccount and
Company Matching Contribution Subaccount as of the applicable record date for
the dividend or other distribution, which amount


                                      -3-
<PAGE>

shall be credited in the form of additional Stock Units to the Participant's
Stock Unit Subaccount and Company Matching Contribution Subaccount.

          (u) "Early Distribution" shall mean an election by a Participant in
accordance with Section 6.2(d) to receive a withdrawal of amounts from his or
her Compensation Deferral Subaccount and any vested Company Discretionary
Contribution Subaccount prior to the time at which such Participant would
otherwise be entitled to such amounts.

          (v) "Effective Date" shall be June 1, 2002.

          (w) "Eligible Employee" shall mean a select group of management and/or
highly compensated employees specifically selected by the Management Committee
in accordance with the procedures set forth in Article II.

          (x) "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

          (y) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          (z) "Fund" or "Funds" shall mean, one or more of the investment funds
selected by the Committee pursuant to Section 3.2(a).

          (aa) "Hardship Distribution" shall mean a severe financial hardship to
the Participant resulting from a sudden and unexpected illness or accident of
the Participant or of his or her Dependent (as defined in Section 152(a) of the
Code), loss of a Participant's property due to casualty, or other similar or
extraordinary and unforseeable circumstances arising as a result of events
beyond the control of the Participant.

          (bb) "Initial Election Period" shall mean the time period associated
with the first enrollment period of the Plan or the first enrollment period of
an eligible participant.

          (cc) "Investment Rate" shall mean, for each Fund, an amount equal to
the net gain or loss on the assets of such Fund during each month.

          (dd) "Participant" shall mean any Eligible Employee who becomes a
Participant in this Plan in accordance with Article II.

          (ee) "Participating Subsidiary" means a subsidiary of the Company
which the Committee has designated as such and whose employees are eligible to
participate in the Plan; provided that such employee is an Eligible Employee.

          (ff) "Payment Date" shall mean:

                  (i) With respect to Distributable Amounts payable in a lump
sum, as soon as practicable following the end of the calendar quarter in which
termination occurs; and

                  (ii) With respect to Distributable Amounts payable in annual
installments, each February following the Plan Year in which termination occurs,
beginning with
                                      -4-
<PAGE>

the year following termination in which the Participant has elected to begin
receiving distributions.

          (gg) "Plan" shall mean The Coca-Cola Company Deferred Compensation
Plan.

          (hh) "Plan Year" shall mean January 1 to December 31 of each year.

          (ii) "Related Company" shall mean any entity in which the Company
owns, directly or indirectly, at least 20% of the outstanding voting stock or
capital at the relevant time.

          (jj) "Restricted Stock" shall mean shares of Stock issued under the
Restricted Stock Plan which are subject to forfeiture based upon non-compliance
with certain enumerated criteria.

          (kk) "Restricted Stock Award" shall mean any award of Restricted Stock
under the Restricted Stock Plan.

          (ll) "Restricted Stock Plan" shall mean the 1989 Restricted Stock
Award Plan of The Coca-Cola Company.

          (mm) "Retirement" shall mean any time that is at least five (5) years
prior to the earliest permissible retirement date under The Coca-Cola Company
Employee Retirement Plan.

          (nn) "Scheduled Withdrawal Date" shall mean the distribution date
elected by the Participant for a withdrawal of amounts from such Accounts
deferred in a given Plan Year, and earnings and losses attributable thereto, as
set forth on the election form for such Plan Year.

          (oo) "Stock" shall mean the common stock, $.25 par value of The
Coca-Cola Company.

          (pp) "Stock Unit" means a unit of value, equal at any relevant time to
the value of a share of Stock or Restricted Stock, as applicable, established by
the Committee as a means of measuring value of the Stock-related portion of an
Account under the Plan.

          (qq) "Stock Unit Subaccount" means the bookkeeping account maintained
by the Committee on behalf of each Participant who is credited with Stock Units
and Dividend Equivalents thereon pursuant to Sections 4.2 and 4.3.

          (rr) "Stock Option Gain" shall mean the gains on a Designated
Employee's stock options that have been granted by the Company and designated as
eligible for deferral under the Plan by the Committee pursuant to Section
3.1(c). With respect to any options granted to Designated Employees that are
made subject to a Stock Option Gain deferral election, the gains on such options
shall be determined through a deemed sale of related shares of the underlying
shares net of the exercise price of the options.



                                      -5-
<PAGE>

                                   ARTICLE II

                                 PARTICIPATION

     2.1 Determination of Eligible Employee

     The Committee shall, from time to time, determine which employees are
Eligible Employees under the Plan.

     2.2 Enrollment

     An Eligible Employee shall become a Participant in the Plan by electing to
make deferrals in accordance with Section 3.1, in accordance with such
procedures as may be established from time to time by the Committee. An
individual who, at any time, ceases to be an Eligible Employee, as determined in
the sole discretion of the Committee, other than an Eligible Employee who (i)
becomes employed by a Related Company, which is not a Participating Subsidiary
or (ii) is transferred to an international assignment, shall continue to be
eligible to make deferrals until the end of the Plan Year in which the employee
ceases to be an Eligible Employee, and no future deferrals will be allowed until
such time as the individual again becomes an Eligible Employee. In such case,
the individual may remain a Participant in the Plan with respect to amounts
already deferred.

     2.3 Transferred Employees

     An Eligible Employee who (i) becomes employed by a Related Company, which
is not a Participating Subsidiary or (ii) is transferred to an international
assignment, shall not be eligible to make any further deferrals under the Plan,
however, such individual shall remain a participant in the Plan with respect to
amounts already deferred. Any deferrals for the current Plan Year shall
terminate as of the date of transfer.

     2.4 Amendment of Eligibility Criteria

     The Committee may, in its discretion, change the criteria for eligibility
to comply with all applicable laws relating to salary grade and compensation
levels; provided, however, that no change in the criteria for eligibility of any
officer of the Company shall be effected unless such changes are (i) within
parameters established by the Compensation Committee or (ii) approved by the
Compensation Committee.


                                      -6-
<PAGE>


                                  ARTICLE III

                               DEFERRAL ELECTIONS

     3.1  Elections to Defer Compensation.

          (a) Initial Election Period.  Subject to the provisions of Article II,
each  Eligible  Employee  may  elect to defer  Compensation,  earned  after  the
election  period,  by filing with the Committee an election that conforms to the
requirements of this Section 3.1, on a form provided by the Committee,  no later
than the last day of his or her Initial Election Period.

          (b) Deferral of Base Salary and Bonus. The amount of Base Salary and
Bonus which an Eligible Employee may elect to defer is such Base Salary and
Bonus earned on or after the time at which the Eligible Employee elects to defer
in accordance with Sections 1.1(y) and 3.1(a). The Eligible Employee may elect
to defer up to 80% of the Eligible Employee's Base Salary and up to 100% of the
Eligible Employee's Bonus, provided that the total amount deferred by a
Participant shall be limited in any calendar year, if necessary, to satisfy
Social Security Tax (including Medicare), income tax withholding for
compensation that cannot be deferred and employee benefit plan withholding
requirements as determined in the sole and absolute discretion of the Committee.
The minimum contribution from Base Salary which must be made in any Plan Year by
an Eligible Employee shall not be less than $5,000. The minimum contribution
from the Bonus which must be made in any Plan Year by an Eligible Employee shall
not be less than 10% of such Bonus.

          (c) Deferral of Stock Option Gain.

          A Designated Employee may elect to defer all or any portion of Stock
Option Gains attributable to nonqualified stock options and receive a credit of
Stock Units. Any Deferral election must occur in a time period designated by the
Committee from time to time and in accordance with Sections 3.1(e) and 3.1(f),
below. The Designated Employee must attest to ownership Stock equal in value to
the total amount of the option exercise price and the Stock used for this
purpose must have been held by the Designated Employee for at least the period
of time required by the applicable Stock Option Plan. All such deferrals shall
be invested and held only in Stock Units as provided in Section 3.2(b).

          (d) Deferral of Restricted Stock. A Designated Employee may elect to
defer all or any portion of Restricted Stock awarded pursuant to a Restricted
Stock Award and receive a credit of Stock Units. Any such deferral election must
be made in a time period designated by the Committee from time to time and in
accordance with Sections 3.1(e) and (f). All such deferrals shall be invested
and held in Stock Units as provided in Section 3.2(b).

          (e) Duration of Deferral Election. An Eligible Employee's election to
defer Compensation for any Plan Year is to be effective with respect to: (i)
Base Salary and Bonus earned after such deferral election is processed, (ii)
Stock Option Gains realized after such election is processed and (iii)
Restricted Stock vesting at least one year after such election is processed.
Elections to defer Base Salary and Bonus are


                                      -7-
<PAGE>

irrevocable for the Plan Year and cease to be effective at the end of the Plan
Year. A Participant may increase, decrease or terminate a deferral election with
respect to Base Salary and Bonus for any subsequent Plan Year by filing a new
election by a date determined by the Committee prior to the beginning of the
next Plan Year, which election shall be effective on the first day of the next
following Plan Year. Elections to defer Stock Option Gains and Restricted Stock
are irrevocable.

          (f) Elections other than Elections during the Initial Election Period.
Subject to the limitations of Sections 3.1(b), 3.1(c) and 3.1(d) above, an
Eligible Employee may elect to defer Compensation and a Designated Employee may
elect to defer Compensation, Stock Option Gains and Restricted Stock by filing
an election on a form provided by the Committee, or, if allowed by the
Committee, via voice response, internet or other approved technology. Such
election must be filed, if permitted, or, made electronically by a date
determined by the Committee and will be effective with the first pay period of
the following Plan Year. An election to defer Compensation, Stock Option Gains
and Restricted Stock must be filed, if permitted, or, made electronically in a
timely manner in accordance with Section 3.1(e).


    3.2  Deemed Investment Elections.

          (a) Deferrals of Base Salary and, Bonus.

               (i) At the time of making the deferral elections described in
Section 3.1(b), the Participant shall designate, on a form provided by the
Committee, or, if allowed by the Committee, via voice response, internet or
other approved technology, the types of investment funds in which the
Participant's Compensation Deferral Subaccount will be deemed to be invested for
purposes of determining the amount of earnings or losses to be credited to that
subaccount. In making the designation pursuant to this Section 3.2, the
Participant may specify that all or any multiple of his or her Compensation
Deferral Subaccount be deemed to be invested, in whole percentage increments, in
one or more of the types of investment funds provided under the Plan as
communicated from time to time by the Committee. Effective as of the first
Business Day of the following calendar month, a Participant may change the
designation made under this Section 3.2 by filing an election, on a form
provided by the Committee, or, if allowed by the Committee, via voice response,
internet or other approved technology, by the 25th day of such month. If a
Participant fails to elect a type of Fund under this Section 3.2, he or she
shall be deemed to have elected the Money Market type of investment fund.

               (ii) Although the Participant may designate the specific fund
within each type of investment, the Committee shall not be bound by such
designation. The Committee shall select from time to time, in its sole and
absolute discretion, commercially available investments of each of the types
communicated by the Committee to the Participant pursuant to


                                      -8-
<PAGE>

Section 3.2(a)(i). The Investment Rate of each such commercially available
investment fund shall be used to determine the amount of earnings or losses to
be credited to Participant's Compensation Deferral Subaccount under Article IV.

          (b) Deferrals of Stock Option Gains and Restricted Stock Awards. At
the time Stock Option Gains are realized and Restricted Stock vests, a
Participant's Stock Unit Subaccount shall be credited with the number of Stock
Units equal in number to the amount of Stock Option Gains and shares of
Restricted Stock.

                                   ARTICLE IV

                               DEFERRAL ACCOUNTS

     4.1  Compensation Deferral Subaccount.

          The Committee shall establish and maintain a Compensation Deferral
Subaccount for each Participant under the Plan. Each Participant's Compensation
Deferral Subaccount shall be further divided into separate subaccounts
("investment fund subaccounts"), each of which corresponds to an investment fund
elected by the Participant pursuant to Section 3.2(a). A Participant's
Compensation Deferral Subaccount shall be credited as follows:

          (a) On the second business day after amounts are withheld and/or
deferred from a Participant's Compensation, the Committee shall credit the
investment fund subaccounts of the Participant's Compensation Deferral
Subaccount with an amount equal to Compensation deferred by the Participant in
accordance with the Participant's election under Section 3.2(a);

          (b) Each business day, each investment fund subaccount of a
Participant's Compensation Deferral Subaccount shall be credited with earnings
or losses in an amount equal to that determined by multiplying the balance
credited to such investment fund subaccount as of the prior day plus
contributions credited that day to the investment fund subaccount by the
Investment Rate for the corresponding Fund selected by the Company pursuant to
Section 3.2(a)(ii).

          (c) In the event that a Participant elects for a given Plan Year's
deferral of Compensation to have a Scheduled Withdrawal Date, all amounts
attributed to the deferral of Compensation for such Plan Year shall be accounted
for in a manner which allows separate accounting for the deferral of
Compensation and investment gains and losses associated with such Plan Year's
deferral of Compensation.

     4.2  Company Discretionary Contribution Subaccount.

          The Committee shall establish and maintain a Company Discretionary
Contribution Subaccount for each Participant under the Plan. Each Participant's
Company Discretionary Contribution Subaccount shall be further divided into
separate subaccounts, each of which corresponds to a Fund elected by the
Participant pursuant to Section 3.2(a). A Participant's Company Discretionary
Contribution Subaccount shall be credited as follows:


                                      -9-
<PAGE>


          (a) The Committee shall credit the investment fund subaccounts of the
Participant's Company Discretionary Contribution Subaccount with an amount equal
to the Company Discretionary Contribution Amount, if any, applicable to that
Participant two business days after such amount is contributed;

          (b) Each business day, each investment fund subaccount of a
Participant's Company Discretionary Contribution Account shall be credited with
earnings or losses in an amount equal to that determined by multiplying the
balance credited to such investment fund subaccount as of the prior day plus
contributions credited that day to the investment fund subaccount by the
Investment Rate for the corresponding Fund, selected by the Company pursuant to
Section 3.2(a)(ii).

     4.3  Company Matching Contribution Subaccount.

          The Committee shall establish and maintain a Company Matching
Contribution Subaccount for each Participant eligible to defer Restricted Stock
and/or Stock Option Gains under the Plan. A Participant's Company Matching
Contribution Subaccount shall be credited as follows:

          (a) The Committee shall credit the investment fund subaccounts of the
Participant's Company Matching Contribution Subaccount with an amount equal to
the Company Discretionary Contribution Amount, if any, applicable to that
Participant two business days after such amount is contributed;

          (b) Each business day, each investment fund subaccount of a
Participant's Company Matching Contribution Account shall be credited with
earnings or losses in an amount equal to that determined by multiplying the
balance credited to such investment fund subaccount as of the prior day plus
contributions credited that day to the investment fund subaccount by the



Investment Rate for the corresponding Fund, selected by the Company pursuant to
Section 3.2(a)(ii).

                                   ARTICLE V

                                    VESTING

     5.1  Vesting

     A Participant shall be 100% vested in his or her Compensation Deferral
Subaccount and Stock Unit Subaccount. A Participant shall be vested in
accordance with any schedule that the Committee may establish with respect to
his or her Company Discretionary Contribution Amount, and Company Matching
Contribution Subaccount, if any.

     5.2  Vesting Upon Death/Change of Control


                                      -10-
<PAGE>

          Upon death of a Participant, or in the event of a Change of Control,
the Participant shall be 100% vested in his or her Company Discretionary
Contribution Subaccount and Company Matching Contribution Subaccount.

                                   ARTICLE VI

                                 DISTRIBUTIONS

     6.1  Form of Payment.

     Distributions of Compensation Deferral Subaccounts and Company
Discretionary Contribution Subaccounts, and earnings thereon, shall be made in
cash. Distributions of Stock Unit Subaccounts and Company Matching Contribution
Subaccounts shall be made in Stock, with one share distributed for each Stock
Unit. All fractional shares of Stock shall be payable in cash. All unpaid
Account balances shall be distributed in a lump sum in the February following a
Participant's 85th birthday.

     6.2  Distributions of Accounts.

          (a) Distribution Due to Termination on Account of Retirement. In the
case of a Participant who terminates employment with the Company due to
Retirement, and has an Account balance of $50,000 or more, the Distributable
Amount shall be paid to the Participant in substantially equal annual
installments over ten (10) years beginning on the Participant's Payment Date. An
optional form of benefit may be elected by the Participant, on a form provided
by the Company, or, if permitted by the Committee, via voice response, internet
or other approval technology, during an election period, from among the
following:

               (i) A lump sum distribution on the Participant's Payment Date;


               (ii) Substantially equal annual installments over five (5) years
beginning on the Participant's Payment Date;

               (iii) Substantially equal annual installments over fifteen (15)
years beginning on the Participant's Payment Date;

               A Participant may modify the form of benefit that he or she has
previously elected, provided such modification occurs at least one (1) year
before the Participant terminates employment with Company due to Retirement.

               A Participant may delay the Payment Date for any Plan Year to a
date after his or her Retirement, but in no event later than the date he or she
turns age 85, provided such extension occurs at least one year before the
Participant's Retirement Date. The Participant may delay his or her Payment Date
only once.



                                      -11-
<PAGE>


               In the case of a Participant who has an Account of less than
$50,000, the Distributable Amount shall be paid to the Participant (and after
his or her death to his or her Beneficiary) in a lump sum distribution on the
Participant's Payment Date.

               If any distribution from the Plan shall have the effect of
reducing disability benefits receivable by the Participant under any other
policy, plan, program or arrangement, such distribution may be postponed, in the
sole discretion of the Committee, upon application by the Participant. The
Participant's Account shall continue to be credited with earnings pursuant to
Article IV of the Plan until all amounts credited to his or her Account under
the Plan have been distributed.

          (b) Distribution Due to Termination on Account of Disability. In the
case of a Participant who terminates employment with the Company due to
Disability, the Account Balance shall be paid to the Participant in a lump sum.
In the case of such a Participant whose Account balance is $50,000 or more, an
optional form of benefit may be elected by the Participant, on a form provided
by the Company, or, if permitted by the Committee, via voice response, internet
or other approved technology, during a Participant's first election period, from
among the following:

               (i) Substantially equal annual installments over five (5) years
beginning on the Participant's Payment Date;

               (ii) Substantially equal annual installments over ten (10) years
beginning on the Participant's Payment Date;

               (iii) Substantially equal annual installments over fifteen (15)
years beginning on the Participant's Payment Date;

          If any  distribution  from the Plan shall have the effect of  reducing
disability benefits receivable by the Participant under any other policy,  plan,
program  or  arrangement,  such  distribution  may be  postponed,  in  the  sole
discretion of the Committee,  upon  application by the Participant.  However,  a
Participant  may not  modify  the form or timing of the  benefit  that he or she
previously elected, during the initial election period.

               The Participant's Account shall continue to be credited with
earnings pursuant to Article IV of the Plan until all amounts credited to his or
her Account under the Plan have been distributed.

                                      -12-
<PAGE>


          (c) Distribution Due to Voluntary Termination or
Termination-For-Cause. In the case of a Participant who voluntarily terminates
his or her employment from the Company or is terminated for-cause (as determined
in the sole discretion of the Committee) from his or her employment with the
Company, the Participant's Account balance shall be paid to the Participant in a
lump sum beginning on the Participant's Payment Date.

          (d) Distribution Due to Involuntary Termination. In the case of a
Participant who is involuntarily terminated from his or her employment with the
Company other than for cause, as determined in the sole discretion of the
Committee, the Participant's Account balance shall be paid to the Participant in
a lump sum on the Participant's Payment Date. In the case of such a Participant
whose Account balance is $50,000 or more, an optional form of benefit may be
elected by the Participant, on a form provided by the Committee, or, if
permitted by the Committee, via voice response, internet or other approved
technology during an election period, from among the following:

               (i) Substantially equal annual installments over five (5) years
beginning on the Participant's Payment Date;

               (ii) Substantially equal annual installments over ten (10) years
beginning on the Participant's Payment Date;

               The Participant's Account shall continue to be credited with
earnings pursuant to Article IV of the Plan until all amounts credited to his or
her Account under the Plan have been distributed.

               A Participant may not modify the form of timing of the benefit
that he or she previously elected during the Initial Election Period

          (e) Distribution With Scheduled Withdrawal Date.

          In the case of a Participant who has elected a Scheduled Withdrawal,
such Participant shall receive his or her Distributable Amount in a lump sum,
but only with respect to those deferrals of Compensation, vested Company
Discretionary Contribution Amounts and vested Company Matching Contribution
Amounts and earnings or losses attributable thereto, as shall have been elected
by the Participant to be subject to the Scheduled Withdrawal Date in accordance
with Section 1.2(nn) of the Plan.

                                      -13-
<PAGE>


          In the case of a Participant who has a Distributable Amount of $25,000
or more, the Participant may elect to receive his or her Distributable Amount on
a form provided by the Committee, or, if permitted by the Committee, via voice
response, internet or other approved technology during an election period, in
substantially equal annual installments over two (2) to five (5) years. A
Participant may modify the form of benefit that he or she has previously
elected, provided such modification occurs at least one (1) year before the
Scheduled Withdrawal Date.

          A Participant's Scheduled Withdrawal Date in a given Plan Year may be
no earlier than three years from the last day of the Plan Year for which the
deferrals of Compensation, Stock Option Gains, Restricted Stock, Company
Discretionary Contribution Amounts and Company Matching Contribution Amounts are
made, or such other time as may be permitted by applicable Treasury Regulations
or Internal Revenue Service guidance. A Participant may extend the Scheduled
Withdrawal Date for any Plan Year, provided such extension occurs at least one
year before the Scheduled Withdrawal Date and is for a period of not less than
two years from the Scheduled Withdrawal Date. The Participant may modify any
Scheduled Withdrawal Date in the manner set forth above, no more than two (2)
times.

          In the event a Participant terminates employment with the Company
prior to a Scheduled Withdrawal Date, other than by reason of death or
Retirement, the portion of the Participant's Account associated with a Scheduled
Withdrawal Date, which has not occurred prior to such termination, shall be
distributed in accordance with the election made by the Participant on his or
her initial election form.

          Distributable Amounts subject to a Scheduled Withdrawal Date shall be
paid in February of the Plan Year in which the Scheduled Withdrawal Date falls.

          (f) Distribution for Termination of Employment due to Death. In the
case of the death of a Participant while employed by the Company, the
Participant's Account balance shall be distributed to the Participant's
Beneficiary, in a lump sum as soon as practicable following the end of the
calendar quarter in which death occurs. In the event a Participant dies after
his or her termination of employment and while receiving installment payments,
the remaining installments shall be paid to the Participant's Beneficiary in a
lump sum as soon as practicable following the end of the calendar quarter in
which death occurs.

     6.3  Early Non-Scheduled Distributions.

          A Participant shall be permitted to elect an Early Distribution from
his or her Account prior to the Payment Date, subject to the following
restrictions:

          (a) The election to take an Early Distribution shall be made by filing
a form provided by and filed with the Committee or, if permitted by the
Committee, via voice response, internet or other approved technology prior to
the end of any calendar month.

          (b) The amount of the Early Distribution shall equal up to 90% of the
Participant's vested Account balance. Notwithstanding anything to the contrary
in the Plan, amounts credited to the Stock Unit Sub-account Option Gains,
Restricted Stock Awards and Company Matching Contribution Sub-account shall not
be eligible for an Early Distribution.

                                      -14-
<PAGE>


          (c) The amount described in subsection (b) above shall be paid in a
cash lump sum as soon as practicable after the end of the calendar month in
which the Early Distribution election is made.

          (d) If a Participant requests an Early Distribution of his or her
entire vested Account, the remaining balance of his or her Account (10% of the
Account) shall be permanently forfeited and the Company shall have no obligation
to the Participant or his or her Beneficiary with respect to such forfeited
amount. If a Participant receives an Early Distribution of less than
his or her entire vested Account, such Participant shall forfeit 10% of the
gross amount to be distributed from the Participant's Account and the Company
shall have no obligation to the Participant or his or her Beneficiary with
respect to such forfeited amount.

          (e) If a Participant receives an Early Distribution of either all or a
part of his or her Account, the Participant will be ineligible to participate in
the Plan for the balance of the Plan Year and the following Plan Year; provided,
however, that such individual shall remain an Participant in the Plan with
respect to amounts already deferred.

     6.4  Hardship Distribution.

          (a) Except with respect to a Participant's Stock Unit Subaccount and
Company Contribution Matching Subaccount, a Participant shall be permitted to
elect a Hardship Distribution from his or her Deferral Compensation Subaccount
and vested Company Discretionary Contribution Subaccounts prior to the Payment
Date, subject to the following restrictions:

          (b) The election to take a Hardship Distribution shall be made by
filing a form provided by and filed with Committee prior to the end of any
calendar month.

          (c) The Committee shall have made a determination, in its sole
discretion, that the requested distribution constitutes a Hardship Distribution
in accordance with Section 1.2(aa) of the Plan.

          (d) The amount determined by the Committee as a Hardship Distribution
shall be paid in a cash lump sum as soon as practicable after the Hardship
Distribution election is made and approved by the Committee.

          (e) Notwithstanding anything to the contrary, no Hardship Distribution
may be made to the extent that such hardship is or may be relieved (i) through
reimbursement or compensation by insurance or otherwise, (ii) by liquidation of
the Participant's assets, to the extent the liquidation of assets would not
itself cause severe financial hardship, or (iii) by cessation of deferrals under
this Plan.

     6.5  Inability to Locate Participant.

          In the event that the Committee is unable to locate a Participant or
Beneficiary within two years following the required Payment Date, the amount
allocated to the Participant's Account shall be forfeited. If, after such
forfeiture, the Participant or Beneficiary later claims such benefit, such
benefit shall be reinstated without additional interest or earnings.

                                      -15-

<PAGE>

                                  ARTICLE VII

                                 ADMINISTRATION

     7.1  Committee.

          A Committee shall be appointed by, and serve at the pleasure of, the
Compensation Committee. The number of members comprising the Committee shall be
determined by the Compensation Committee, which may from time to time vary the
number of members. A member of the Committee may resign by delivering a written
notice of resignation to the Compensation Committee. The Compensation Committee
may remove any member by delivering a certified copy of its resolution of
removal to such member. Vacancies in the membership of the Committee shall be
filled promptly by the Compensation Committee.

     7.2  Committee Action.

          The Committee shall act at meetings by affirmative vote of a majority
of the members of the Committee. Any action permitted to be taken at a meeting
may be taken without a meeting if, prior to such action, a written consent to
the action is signed by all members of the Committee and such written consent is
filed with the minutes of the proceedings of the Committee. A member of the
Committee shall not vote or act upon any matter which relates solely to himself
or herself as a Participant. The Chairman or any other member or members of the
Committee designated by the Chairman may execute any certificate or other
written direction on behalf of the Committee.

     7.3  Powers and Duties of the Committee.

          The Committee, on behalf of the Participants and their Beneficiaries,
shall enforce the Plan in accordance with its terms, shall be charged with the
general administration of the Plan, and shall have all powers necessary to
accomplish its purposes, including, but not limited to, the following:

               (i) To select the Funds in accordance with Section 3.2(a) hereof;

               (ii) To construe and interpret the terms and provisions of this
Plan;

               (iii) To compute and certify to the amount and kind of benefits
payable to Participants and their Beneficiaries;

               (iv) To maintain all records that may be necessary for the
administration of the Plan;

               (v) To provide for the disclosure of all information and the
filing or provision of all reports and statements to Participants, Beneficiaries
or governmental agencies as shall be required by law;

               (vi) To make and publish such rules for the regulation of the
Plan and procedures for the administration of the Plan as are not inconsistent
with the terms hereof;

                                      -16-

<PAGE>

               (vii) To appoint a Plan administrator or any other agent, and to
delegate to them such powers and duties in connection with the administration of
the Plan as the Committee may from time to time prescribe; and

               (viii) To take all actions necessary for the administration of
the Plan.

     7.4  Construction and Interpretation.

          The Committee shall have full discretion to construe and interpret the
terms and provisions of this Plan, which interpretations or construction shall
be final and binding on all parties, including but not limited to the Company
and any Participant or Beneficiary. The Committee shall administer such terms
and provisions in a uniform and nondiscriminatory manner and in full accordance
with any and all laws applicable to the Plan.

     7.5  Information.

          To enable the Committee to perform its functions, the Company shall
supply full and timely information to the Committee on all matters relating to
the Compensation of all Participants, their death or other events which cause
termination of their participation in this Plan, and such other pertinent facts
as the Committee may require.

     7.6  Compensation, Expenses and Indemnity.

          (a) The members of the Committee shall serve without compensation for
their services hereunder.

          (b) The Committee is authorized at the expense of the Company to
employ such legal counsel as it may deem advisable to assist in the performance
of its duties hereunder. Expenses and fees in connection with the administration
of the Plan shall be paid by the Company.

          (c) To the extent permitted by applicable state law, the Company shall
indemnify and hold harmless the Committee and each member thereof, the Board of
Directors and any delegate of the Committee who is an employee of the Company
against any and all expenses, liabilities and claims, including legal fees to
defend against such liabilities and claims arising out of their discharge in
good faith of responsibilities under or incident to the Plan, other than
expenses and liabilities arising out of willful misconduct. This indemnity shall
not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement
or otherwise, as such indemnities are permitted under state law.

     7.7  Quarterly Statements.

          Under procedures established by the Committee, a Participant shall
receive a statement with respect to such Participant's Accounts on a quarterly
basis.

                                      -17-

<PAGE>

     7.8  Disputes.

          (a) Claim.

          A person who believes that he or she is being denied a benefit to
which he or she is entitled under this Plan (hereinafter referred to as
"Claimant") must file a written request for such benefit with the Company,
setting forth his or her claim within 90 days of the date such Claimant believes
he or she was entitled to benefits under the Plan. The request must be addressed
to the President of the Company at its then principal place of business.


                                      -16-
<PAGE>


          (b) Claim Decision.

          Upon receipt of a claim, the Company shall advise the Claimant that a
reply will be forthcoming within ninety (90) days and shall, in fact, deliver
such reply within such period. The Company may, however, extend the reply period
for an additional ninety (90) days for special circumstances.

          If the claim is denied in whole or in part, the Company shall inform
the Claimant in writing, setting forth: (i) the specified reason or reasons for
such denial; (ii) the specific reference to pertinent provisions of this Plan on
which such denial is based; (iii) a description of any additional material or
information necessary for the Claimant to perfect his or her claim and an
explanation of why such material or such information is necessary; (iv)
appropriate information as to the steps to be taken if the Claimant wishes to
submit the claim for review; and (v) the time limits for requesting a review
under subsection (c).

          (c) Request For Review.

          Within sixty (60) days after the receipt by the Claimant of the
written opinion described above, the Claimant may request in writing that the
Committee review the determination of the Company. Such request must be
addressed to the Secretary of the Company, at its then principal place of
business. The Claimant or his or her duly authorized representative may, but
need not, review the pertinent documents and submit issues and comments in
writing for consideration by the Committee. If the Claimant does not request a
review within such sixty (60) day period, he or she shall be barred and estopped
from challenging the Company's determination.

          (d) Review of Decision.

          Within sixty (60) days after the Committee's receipt of a request for
review, after considering all materials presented by the Claimant, the Committee
will inform the Claimant in writing, the decision setting forth the specific
reasons for the decision containing specific references to the pertinent
provisions of this Plan on which the decision is based. If special circumstances
require that the sixty (60) day time period be extended, the Committee will so
notify the Claimant and will render the decision as soon as possible, but no
later than one hundred twenty (120) days after receipt of the request for
review.

                                      -18-
<PAGE>


                                  ARTICLE VIII

                                  MISCELLANEOUS

     8.1  Unsecured General Creditor.

          Participants and their Beneficiaries, heirs, successors, and assigns
shall have no legal or equitable rights, claims, or interest in any specific
property or assets of the Company. No assets of the Company shall be held in any
way as collateral security for the fulfilling of the obligations of the Company
under this Plan. Any and all of the Company's assets shall be, and remain, the
general unpledged, unrestricted assets of the Company. The Company's obligation
under the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors. It
is the intention of the Company that this Plan be unfunded for purposes of the
Code and for purposes of Title 1 of ERISA.

     8.2  Restriction Against Assignment.

          The Company shall pay all amounts payable hereunder only to the person
or persons designated by the Plan and not to any other person or corporation. No
part of a Participant's Accounts shall be liable for the debts, contracts, or
engagements of any Participant, his or her Beneficiary, or successors in
interest, nor shall a Participant's Accounts be subject to execution by levy,
attachment, or garnishment or by any other legal or equitable proceeding, nor
shall any such person have any right to alienate, anticipate, sell, transfer,
commute, pledge, encumber, or assign any benefits or payments hereunder in any
manner whatsoever. If any Participant, Beneficiary or successor in interest is
adjudicated bankrupt or purports to anticipate, alienate, sell, transfer,
commute, assign, pledge, encumber or charge any distribution or payment from the
Plan, voluntarily or involuntarily, the Committee, in its discretion, may cancel
such distribution or payment (or any part thereof) to or for the benefit of such
Participant, Beneficiary or successor in interest in such manner as the
Committee shall direct.

     8.3  Withholding.

          Subject to Article II, There shall be deducted from each payment made
under the Plan or any other Compensation payable to the Participant (or
Beneficiary) all taxes which are required to be withheld by the Company in
respect to such payment or this Plan. The Company shall have the right to reduce
any payment (or compensation) by the amount of cash sufficient to provide the
amount of said taxes.

     8.4  Amendment, Modification, Suspension or Termination.

          The Committee may amend, modify, suspend or terminate the Plan in
whole or in part, except that no amendment, modification, suspension or
termination shall have any retroactive effect to reduce any amounts allocated to
a Participant's Accounts. In the event that this Plan is terminated, the amounts
allocated to a Participant's Accounts shall be distributed to

                                      -19-

<PAGE>

the Participant or, in the event of his or her death, his or her Beneficiary in
a lump sum within thirty (30) days following the date of termination.

     8.5  Governing Law.

          This Plan shall be construed, governed and administered in accordance
with the laws of the State of Delaware without regard to the conflicts of law
principles thereof.

     8.6  Receipt or Release.

          Any payment to a Participant or the Participant's Beneficiary in
accordance with the provisions of the Plan shall, to the extent thereof, be in
full satisfaction of all claims against the Committee and the Company. The
Committee may require such Participant or Beneficiary, as a condition precedent
to such payment, to execute a receipt and release to such effect.



     8.7  Payments on Behalf of Persons Under Incapacity.

          In the event that any amount becomes payable under the Plan to a
person who, in the sole judgment of the Committee, is considered by reason of
physical or mental condition to be unable to give a valid receipt therefore, the
Committee may direct that such payment be made to any person found by the
Committee, in its sole judgment, to have assumed the care of such person. Any
payment made pursuant to such determination shall constitute a full release and
discharge of the Committee and the Company.

     8.8  Limitation of Rights and Employment Relationship

          Neither the establishment of the Plan nor any modification thereof,
nor the creating of any fund or account, nor the payment of any benefits shall
be construed as giving to any Participant, or Beneficiary or other person any
legal or equitable right against the Company except as provided in the Plan; and
in no event shall the terms of employment of any Employee or Participant be
modified or in any way be affected by the provisions of the Plan.

     8.9  Headings.

          Headings and subheadings in this Plan are inserted for convenience of
reference only and are not to be considered in the construction of the
provisions hereof.



                                      -20-

</TEXT>
</DOCUMENT>
