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3.05.
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Optional
Cancellation of 2005 Deferrals. Notwithstanding anything herein to the
contrary, a Participant shall have the right to cancel all or part
of the
Participant’s prior election to defer his or her Base Salary for the Year
commencing January 1, 2005 in accordance with the Company’s direction
(which direction shall include the requirement that the election
to cancel
be made on or before December 31, 2005). If the Participant exercises
this
right to cancel, the Company shall distribute (prior to January 1,
2006)
the applicable Deferral Amount cancelled pursuant to this Section
3.05 and
any related hypothetical investment credited to his or her Account
as of
November 30, 2005 (subject to appropriate withholding of taxes).
Such
election to cancel and resulting distribution under this Section
3.05
shall be made in conformance with Section 409A of the Internal Revenue
Code of 1986, as amended (“Section 409A”), Internal Revenue Service Notice
2005-1, and proposed Treasury Regulations issued under Section
409A.
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By:
/s/
W.
Randolph
Baker
W. Randolph Baker Chief Financial Officer |
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