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Exhibit 10.4

THE EXECUTIVE

NONQUALIFIED " EXCESS" PLAN99 Plan Document

TABLE OF CONTENTS

THE EXECUTIVE NONQUALIFIED EXCESS PLAN

Page Section 1. Purpose 1 Section 2. Definitions 1 2.1 " Accrued Benefit" 1 2.2 " Active Participant" 1 2.3 " Adoption Agreement" 1 2.4 " Adjustment Date" 2 2.5 " Beneficiary" 2 2.6 " Board" 2 2.7 " College Education Account" 2 2.8 " Committee" 2 2.9 " Compensation" 2 2.10 " Deferred Compensation Account" 2 2.11 " Dependent Subaccount" 2 2.12 " Disability" 2 2.13 " Effective Date" 3 2.14 " Eligible Dependent" 3 2.15 " Employee" 3 2.16 " Employer" 3 2.17 " Employer Matching Credits" 3 2.18 " Employer Performance Incentive Credits" 4 2.19 " Independent Contractor" 4 2.20 " Normal Retirement Age" 4 2.21 " Participant" 4 2.22 " Participating Employer" 5 2.23 " Plan" 5 2.24 " Plan Administrator" 5 2.25 " Plan Year" 5 2.26 " Qualifying Distribution Event" 5 2.27 " Regular In-Service Withdrawals Account" 5 2.28 " Retire" or " Retirement" 5 2.29 " Salary Deferral Agreement" 5 2.30 " Salary Deferral Credits" 5 2.31 " Service" 6 2.32 " Sponsor" 6 2.33 " Spouse" or " Surviving Spouse" 6 2.34 " Trust" 6 2.35 " Trustee" 6 2.36 " Years of Service" 6 Section 3. Credits to Deferred Compensation Account 6 3.1 Salary Deferral Credits 6 3.2 Employer Matching Credits 7 3.3 Employer Performance Incentive Credits 7 Section 4. Qualifying Distribution Events 8 4.1 Death of a Participant 8 4.2 Disability 8 4.3 Termination of Service 8 4.4 Retirement 9 Section 5. In-Service Withdrawals 9 5.1 Regular In-Service Withdrawals 9 5.2 Financial Hardship Withdrawals 10 5.3 " Haircut" Withdrawals 11 5.4 College Education Withdrawals 11 Section 6. Qualifying Distribution Events Payment Options 12 6.1 Payment Options 12 6.2 Prepayment 12 6.3 Benefit Exchange 13 Section 7. Vesting 13 Section 8. Account; Deemed Investment; Adjustment of Accounts 14 8.1 Account 14 8.2 Deemed Investments 14 8.3 Adjustments to Deferred Compensation Accounts 14 Section 9. Administration by Committee 15 9.1 Membership of Committee 15 9.2 Committee officers; Subcommittee 15 9.3 Committee meetings 15 9.4 Transaction of business 15 9.5 Committee records 16 9.6 Establishment of rules 16 9.7 Conflicts of interest 16 9.8 Correction of errors 16 9.9 Authority to interpret Plan 16 9.10 Third party advisors 17 9.11 Compensation of members 17 9.12 Expense reimbursement 17 9.13 Indemnification 17 Section 10. Contractual Liability; Trust 18 10.1 Contractual Liability 18 10.2 Trust 18 Section 11. Allocation of Responsibilities 18 11.1 Board 18 11.2 Committee 19 11.3 Plan Administrator 19 Section 12. Benefits Not Assignable; Facility of Payments 19 12.1 Benefits not assignable 19 12.2 Payments to minors and others 20 Section 13. Beneficiary 20 Section 14. Amendment and Termination of Plan 21 Section 15. Communication to Participants 21 Section 16. Claims Procedure 21 16.1 Filing of a claim for benefits 21 16.2 Notification to claimant of decision 22 16.3 Procedure for review 22 16.4 Decision on review 23 16.5 Action by authorized representative of claimant 23 Section 17. Miscellaneous Provisions 23 17.1 Set off 23 17.2 Notices 23 17.3 Lost distributees 24 17.4 Reliance on data 24 17.5 Receipt and release for payments 24 17.6 Headings 25 17.7 Continuation of employment 25 17.8 Merger or consolidation 25 17.9 Construction 25

T HE E XECUTIVE N ONQUALIFIED " E XCESS" P LAN99 Section 1. Purpose :

By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein to provide a means by which certain management Employees and Independent Contractors of the Employer may elect to defer receipt of current Compensation from the Employer in order to provide Retirement and other benefits on behalf of such Employees and Independent Contractors. The Plan is not intended to be a tax-qualified retirement plan under Section 401(a) of the Internal Revenue Code (the " Code" ). The Plan is intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated Employees under Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974.

Section 2. Definitions : As used in the Plan, including this Section 2, references to one gender shall include the other and, unless otherwise indicated by the context:

" Accrued Benefit" shall mean, with respect to each Participant, the balance credited to his Deferred Compensation Account.

" Active Participant" shall mean, with respect to any day or date, a Participant who is in Service on such day or date; provided, that a Participant who is in Service shall cease to be an Active Participant immediately upon a determination by the Committee that the Participant has ceased to be an Employee or Independent Contractor. " Adoption Agreement" shall mean the written agreement pursuant to which the Employer adopts the Plan. The Adoption Agreement is a part of the Plan as applied to the Employer.

" Adjustment Date" shall mean the date designated in the Adoption Agreement for crediting the amount of any Salary Deferral Credits, Employer Matching Credits and Employer Performance Incentive Credits to each Deferred Compensation Account.

" Beneficiary" shall mean the person, persons, entity or entities designated or determined pursuant to the provisions of Section 13 of the Plan. " Board" shall mean the Board of Directors of the Employer, if the Employer is a corporation. If the Employer is not a corporation, " Board" shall mean the Employer.

" College Education Account" shall mean the separate account to be kept for each Participant and to be divided into one or more Dependent Subaccounts, as described in Section 5.4.

" Committee" shall mean the administrative committee provided for in Section 9.

" Compensation" shall have the meaning designated in the Adoption Agreement.

" Deferred Compensation Account" shall mean the separate account to be kept for each Participant, as described in Sections 3 and 8. To the extent applicable, the Deferred Compensation Account may be credited with Salary Deferral Credits, Employer Matching Credits and Employer Performance Incentive Credits. " Dependent Subaccount" shall mean each separate subaccount to be kept for each Participant as part of his College Education Account, as described in Section 5.4. To the extent applicable, each Dependent Subaccount may be credited with Salary Deferral Credits, Employer Matching Credits, and Employer Performance Incentive Credits. " Disability" shall mean the inability of a Participant to perform his regular duties with the Employer or any other duties which the Employer is willing to assign to him by reason of any medically determinable physical or mental impairment that can be expected to result in

death or to be of long continued or indefinite duration. The determination of the existence or nonexistence of Disability shall be made by the Committee in a nondiscriminatory manner pursuant to an examination by a medical doctor selected or approved by the Committee.

" Effective Date" shall be the date designated in the Adoption Agreement as of which the Plan first becomes effective.

" Eligible Dependent" shall mean any child (including any legally adopted child) of a Participant who has not attained age 18 and who the Participant designates as an Eligible Dependent in his Salary Deferral Agreement; provided, however, that the Committee in its discretion may approve the designation of an individual other than the child of a Participant as an Eligible Dependent.

" Employee" shall mean an individual in the Service of the Employer if the relationship between the individual and the Employer is the legal relationship of employer and employee and if the individual is a highly compensated or management employee of the Employer. An individual shall cease to be an Employee upon the first to occur of the following: (i) the Employee' s termination of Service; or (ii) a determination by the Committee that the Employee no longer meets the eligibility requirements for participation in the Plan.

" Employer" shall mean the Employer identified in the Adoption Agreement, and any Participating Employer which adopts this Plan. The Employer may be a corporation, a partnership or sole proprietorship. All references herein to the Employer shall be applied separately to each such Employer as if the Plan were solely the Plan of that Employer.

" Employer Matching Credits" shall mean the amounts credited to the Participant' s Deferred Compensation Account by the Employer pursuant to the provisions of Section 3.2.

" Employer Performance Incentive Credits" shall mean the amounts credited to the Participant' s Deferred Compensation Account by the Employer pursuant to the provisions of Section 3.3.

" Independent Contractor" shall mean an individual in the Service of the Employer if the relationship between the individual and the Employer is not the legal relationship of employer and employee. An individual shall cease to be an Independent Contractor upon the termination of the Independent Contractor' s Service. An Independent Contractor shall include a director of the Employer who is not an Employee.

" Normal Retirement Age" of a Participant shall mean the age designated in the Adoption Agreement. The " Normal Retirement Date" of a Participant shall mean the date the Participant attains his Normal Retirement Age.

" Participant" shall mean with respect to any Plan Year an Employee or Independent Contractor who has been designated by the Committee as a Participant and who has entered the Plan or who has an Accrued Benefit under the Plan. An Employee or Independent Contractor designated by the Committee as a Participant who has not otherwise entered the Plan shall enter the Plan and become a Participant as of the date determined by the Committee. A Participant who separates from Service with the Employer and who later returns to Service will not be eligible to defer Compensation under the Plan except upon satisfaction of such terms and conditions as the Committee shall establish upon the Participant' s return to Service, whether or not the Participant shall have an Accrued Benefit remaining under the Plan on the date of his return to Service.

" Participating Employer" shall mean any trade or business (whether or not incorporated) which adopts this Plan with the consent of the Employer identified in the Adoption Agreement.

" Plan" shall mean The Executive Nonqualified Excess Plan, as herein set out or as duly amended. The name of the Plan as applied to the Employer shall be designated in the Adoption Agreement.

" Plan Administrator" shall mean the person designated in the Adoption Agreement. If the Plan Administrator designated in the Adoption Agreement is unable to serve, the Employer shall be the Plan Administrator.

" Plan Year" shall mean the twelve-month period ending on the last day of the month designated in the Adoption Agreement.

" Qualifying Distribution Event" shall mean the Participant' s Retirement or the termination of Participant' s Service with the Employer for any reason, including as a result of his death or Disability.

" Regular In-Service Withdrawals Account" shall mean the separate account to be kept for each Participant, as described in Section 5.1. To the extent applicable, the Regular In-Service Withdrawals Account may be credited with Salary Deferral Credits.

" Retire" or " Retirement" shall mean Retirement within the meaning of Section 4.4. " Salary Deferral Agreement" shall mean a written agreement entered into between a Participant and the Employer pursuant to the provisions of Section 3.

" Salary Deferral Credits" shall mean the amounts credited to the Participant' s Deferred Compensation Account by the Employer pursuant to the provisions of Section 3.

" Service" shall mean employment by the Employer as an Employee. If the Participant is an Independent Contractor, " Service" shall mean the period during which the contractual relationship exists between the Employer and the Participant.

" Sponsor" shall mean Executive Benefit Services, Inc.

" Spouse" or " Surviving Spouse" shall mean, except as otherwise provided in the Plan, the legally married spouse or surviving spouse of a Participant.

" Trust" shall mean the trust fund established pursuant to Section 10.2, if designated by the Employer in the Adoption Agreement. " Trustee" shall mean the trustee, if any, named in the agreement establishing the Trust and such successor or additional trustee as may be named pursuant to the terms of the agreement establishing the Trust.

" Years of Service" shall mean each Plan Year of Service completed by the Participant. For vesting purposes, Years of Service shall be calculated from the date designated in the Adoption Agreement.

Section 3. Credits to Deferred Compensation Account :

3.1 Salary Deferral Credits: To the extent provided in the Adoption Agreement, each Active Participant may elect, by entering into a Salary Deferral Agreement with the Employer, to reduce his Compensation from the Employer by a dollar amount or percentage specified in the Salary Deferral Agreement. The amount of the Participant' s Salary Reduction Credit shall be credited by the Employer to the Deferred Compensation Account maintained for the Participant pursuant to Section 8. The following special provisions shall apply with respect to the Salary Deferral Credits of a Participant:

3.1.1 The Employer shall credit to the Participant' s Deferred Compensation Account on each Adjustment Date an amount equal to the total Salary Reduction Credit for the period ending on such Adjustment Date.

3.1.2 An election pursuant to Section 3.1 shall be made by the Participant by executing and delivering a Salary Deferral Agreement to the Committee. The Salary Deferral Agreement shall become effective with respect to such Participant as of the first full payroll period commencing on or immediately following the January 1 which occurs after the date such Salary Deferral Agreement is received by the Committee; provided, that a Participant who first becomes a Participant in the Plan during a Plan Year may enter into a Salary Deferral Agreement to be effective as of the first payroll period next following the date he enters the Plan. A Participant' s election shall continue in effect, unless earlier modified by the Participant, until the Service of the Participant is terminated, or, if earlier, until the Participant ceases to be an Active Participant under the Plan.

3.1.3 A Participant may unilaterally modify a Salary Deferral Agreement (either to increase or decrease the portion of his future Compensation which is subject to salary deferral within the percentage limits set forth in Section 3.1) by providing a written modification of the Salary Deferral Agreement to the Employer. The modification shall become effective as of the first full payroll period commencing on or immediately following the January 1 which occurs after the date such written modification is received by the Committee. The Participant may terminate the Salary Deferral Agreement effective as of the date designated in the Adoption Agreement.

3.1.4 The Committee may from time to time establish policies or rules governing the manner in which Salary Deferral Credits may be made.

3.2 Employer Matching Credits: If designated by the Employer in the Adoption Agreement, as of each Adjustment Date, the Employer shall cause the Committee to credit to the Deferred Compensation Account of each Participant an Employer matching credit in accordance with the Adoption Agreement.

3.3 Employer Performance Incentive Credits: If designated by the Employer in the Adoption Agreement, the Employer may credit to the Plan for such Plan Year any amount as the Board in its discretion shall determine. The Committee shall have the discretion to credit to the Deferred Compensation Account of each Active Participant an amount of the Employer Performance Incentive Credit for the Plan Year as directed by the Employer.

Section 4. Qualifying Distribution Events : 4.1 Death of a Participant: If a Participant dies while in Service, the Employer shall pay a benefit to the Participant' s Beneficiary in the amount designated in the Adoption Agreement. Payment of such benefit shall be made by the Employer pursuant to Section 6. If a Participant dies following his Retirement or termination of Service for any reason, including Disability, and before all payments to him under the Plan have been made, the balance of the Participant' s vested Accrued Benefit shall be paid by the Employer to the Participant' s Beneficiary pursuant to Section 6, and such balance shall be determined as of the commencement date of the payments.

4.2 Disability: If a Participant suffers a Disability while in Service prior to his Normal Retirement Date, he shall terminate Service with the Employer as of the date of the establishment of his Disability, whereupon he shall commence receiving payment of his vested Accrued Benefit, determined as of the commencement date of the payments. Such benefit shall be paid by the Employer as provided in Section 6.

4.3 Termination of Service: If the Service of a Participant with the Employer shall be terminated for any reason other than Retirement, Disability or death, his vested Accrued Benefit shall be paid to him by the Employer as provided in Section 6, and such Accrued Benefit shall be determined as of the commencement date of the payments. If a Participant' s Accrued Benefit is not fully vested at his termination of employment, he shall forfeit that portion of his Accrued Benefit that is not fully vested. If he subsequently returns to Service with the Employer, he shall be treated as a new Participant for purposes of determining the vested portion of his Accrued Benefit.

4.4 Retirement: 4.4.1 Normal Retirement: A Participant who is in Service shall be eligible to Retire from Service at his Normal Retirement Date and commence receiving payment of his Accrued Benefit, determined as of the commencement date of the payments. Payment of such benefit shall be made by the Employer pursuant to Section 6. 4.4.2 Early Retirement: If so designated by the Employer in the Adoption Agreement, and subject to the requirements for early retirement set forth therein, a Participant may elect early retirement effective on any date prior to his Normal Retirement Date by filing 30 days' written notice with the Committee before such date. The Participant shall commence receiving payment of his Accrued Benefit determined as of the commencement date of the payments. Such benefit shall be paid by the Employer as provided in Section 6. 4.4.3 Delayed Retirement: If a Participant shall remain in Service following his Normal Retirement Date, his Retirement date shall be the date he actually terminates Service for reasons other than death or Disability, whereupon he shall commence receiving payment of his Accrued Benefit, determined as of the commencement date of the payments. Payment of such benefit shall be made by the Employer pursuant to Section 6. During the period that such Participant remains in Service pursuant to this Section 4.4.3, he shall continue to be a Participant for each Plan Year in which he meets the requirements therefor. If an Employee or Independent Contractor not otherwise a Participant becomes eligible to enter the Plan following his Normal Retirement Date, the provisions of this Section 4.4.3 shall apply in determining his Retirement date. Section 5. In-Service Withdrawals :

5.1 Regular In-Service Withdrawals: If the Employer designates in the Adoption Agreement that regular in-service withdrawals shall be permitted under the Plan, a Participant may make an irrevocable election in the Salary Deferral Agreement to withdraw a designated amount from his Deferred Compensation Account at the specified time or times designated by the Participant in the Salary Deferral Agreement, and the Participant' s Regular In-Service Withdrawals Account shall be credited in an amount equal to the amount so designated for regular in-service withdrawals. The following special provisions shall apply with respect to the regular in-service withdrawals: 5.1.1 The Regular In-Service Withdrawals Account shall be established, adjusted for payments, credited with Salary Deferral Credits, Employer Matching Credits, and Employer Performance Incentive Credits, and credited or debited for

deemed investment gains or losses in the same manner and at the same time as such adjustments are made to the Deferred Compensation Account under Section 8 and in accordance with the rules and elections in effect under Section 8.

5.1.2 Notwithstanding any provision in this Section 5 to the contrary, if Participant incurs a Qualifying Distribution Event prior to the date on which the entire balance of his Regular In-Service Withdrawals Account has been distributed to him, then the balance in the Regular In-Service Withdrawals Account on the date of the Qualifying Distribution Event shall be combined with the Participant' s Deferred Compensation Account and distributed to him in the same manner and at the same time as his Deferred Compensation Account is distributed to him under Section 6 and in accordance with the rules and elections in effect under Section 6.

5.2 Financial Hardship Withdrawals: A distribution of the Deferred Compensation Account may be made to a Participant on account of financial hardship, subject to the following provisions: 5.2.1 A Participant may, at any time prior to his Retirement or termination of Service for any reason, including Disability, make application to the Committee to receive a distribution in a lump sum of all or a portion of the total vested amount credited to his Deferred Compensation Account (determined as of the date the distribution, if any, is made under this Section 5.2) because of an unforeseeable emergency that results in severe financial hardship to the Participant. A distribution because of an unforeseeable emergency shall not exceed the amount required to meet the immediate financial need created by the unforeseeable emergency and not otherwise reasonably available from other resources of the Participant. Examples of an unforeseeable emergency shall include but shall not be limited to those financial needs arising on account of a sudden or unexpected illness or accident of the Participant or of a dependent of the Participant, 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.

5.2.2 The Participant' s request for a distribution on account of financial hardship must be made in writing to the Committee. The request must specify the nature of the financial hardship, the total amount requested to be distributed from the Deferred Compensation Account, and the total amount of the actual expense incurred or to be incurred on account of financial hardship.

5.2.3 If a distribution under this Section 5.2 is approved by the Committee, such distribution will be made as soon as practicable following the date it is approved. The processing of the request shall be completed as soon as practicable from the date on which the Committee receives the properly completed written request for a distribution on account of a financial hardship. If

a Participant' s termination of Service occurs after a request is approved in accordance with this Section 5.2.3, but prior to distribution of the full amount approved, the approval of the request shall be automatically null a
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