Financial Counseling Plan

							                                             Financial counseling plan.

                                FINANCIAL COUNSELING PLAN OF                       CO.

    SECTION 1. PURPOSE. The purpose of the                Co. Financial Counseling Plan (the "Plan") is to encourage
selected employees of          Co. (the "Company", as more fully defined below) and its Subsidiaries (as defined below)
to obtain professional counseling and assistance for the management of their financial affairs, including income and
estate tax planning, and to thereby benefit the Company by reducing as much as possible any diversion of attention from
the Company's business which might otherwise be caused by such affairs.

   SECTION 2. DEFINITIONS. As used in the Plan, the following terms shall have the meanings set forth below. The
determination of the Committee (as defined below) with respect to the meaning of any such term shall be binding and
conclusive on each Participant (as defined below) and any other Person claiming benefits on behalf of or on account of
any Participant.

       (a). "Committee" shall mean the Compensation Committee of the Board; provided that the board of directors of
   the Company may otherwise appoint (i) itself, or (ii) a committee consisting of two or more members of the board
   of directors of the Company, each of whom is to act as the Committee.

       (b). "Company" shall mean          Co., a [state] corporation, or its successor.

      (c). "Financial Counselor" means a professional or firm of professionals selected by the Committee (or its
   designee) to provide counseling and advice to Participants in the area of personal financial planning, including
   income tax planning, estate planning, retirement planning, life insurance, investment advice and other financial
   planning.

       (d). "Legal Adviser" means an attorney or firm of attorneys selected by the Participant to provide income tax or
   estate planning advice.

     (e). "Participant" shall mean an employee of the Company or any Subsidiary who is during a Plan Year a
   member of the Company's Corporate Leadership Group and any other such employee or class of such employees
   who may be selected for participation by the Committee.

      (f). "Person" shall mean any individual, corporation, partnership, association, joint-stock company, trust,
   unincorporated organization, or government or political subdivision thereof.

       (g). "Plan Year" shall mean each calendar year for which this Plan is in effect.

       (h). "Retirement" means the voluntary retirement of a Participant pursuant to a retirement plan of the Company
   or any relevant Subsidiary.

      (i). "Subsidiary" shall mean (i) any Person that is directly or indirectly controlled by the Company or (ii) any
   other Person in which the Company has a significant equity interest, as determined by the Committee.

       (j). "Tax Preparer" shall mean a certified public accountant or firm of certified public accountants or tax
   attorney selected by a Participant to provide assistance in the preparation of the Participant's federal income tax
   return.

   SECTION 3. ADMINISTRATION.

       (a). The Plan shall be administered by the Committee. The Committee shall have full power and authority to:


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   (i) select additional employees of the Company and its Subsidiaries to be Participants for a Plan Year;
   (ii) select and terminate one or more Financial Counselors;
   (iii) interpret and administer the Plan and any agreement entered into under the Plan;
   (iv) establish such rules and regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and
   (v) make any other determination and take any other action that the Committee deems necessary or desirable for
administration of the Plan.

      (b). Decisions of the Committee shall be final, conclusive and binding upon all persons, including the Company,
   any Participant and any other employee of the Company or of any Subsidiary. A majority of the members of the
   Committee may determine its actions and fix the time and place of its meetings.

       (c). The Committee may employ attorneys, consultants, accountants or other Persons (who may be attorneys,
   consultants, accountants or Persons performing other services for the Company or any affiliate), and the
   Committee, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or
   valuations of any such persons. No member of the Board or the Committee, nor any officer, director or employee of
   the Company or any Subsidiary acting on behalf of the Board or the Committee, shall be personally liable for any
   action, determination or interpretation taken or made in good faith with respect to the Plan, and all members of the
   Board and the Committee and each officer or employee of the Company or a Subsidiary acting on their behalf shall
   be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.

   SECTION 4. FINANCIAL COUNSELING ADVICE. Each Participant shall be entitled to receive financial
counseling from the Financial Counselor pursuant to such the arrangements made between such counselor and the
Company.

    SECTION 5. INCOME TAX PREPARATION. A Participant may elect during any Plan Year in which the
Participant is eligible to participate in the Plan to have a Tax Preparer compute the Participant's tax liabilities, prepare
the necessary tax returns and submissions (including tax returns and submissions filed jointly by the Participant and the
Participant's spouse) and assist the Participant with the timely filing of such tax returns and submissions.

    SECTION 6. ESTATE PLANNING. Any Participant may elect during any Year in which the Participant is eligible
to participate in the Plan, to consult with a Legal Adviser for the preparation of the will of the Participant and the
Participant's spouse and any related trust agreements.

   SECTION 7. SCOPE AND EXTENT OF THE PLAN.

      (a). General. A Participant may consult with the Financial Counselor, a Tax Preparer or a Legal Adviser, as the
   case may be, as often as is reasonably necessary during each Plan Year for which the Participant is eligible to
   participate in the Plan. Such advisers may perform the services that are reasonably required to accomplish the
   purpose of the Plan. If any question arises as to whether or not any services performed or to be performed by the
   Financial Counselor, a Tax Adviser or a Legal Adviser are within the scope of the Plan, the Participant shall consult
   with the Committee (or its designated agent), and the Committee (or its designated agent) shall make the
   determination.

       (b). Estate administration excluded. The probate or administration of estates are the Participant's personal
   responsibility and shall not be covered by the Plan.

      (c). Services beyond scope of plan. Nothing contained in this Plan shall prohibit a Participant from discussing
   any matters with the Financial Adviser from having any such adviser perform any services outside the scope of the
   Plan at Participant's personal expense.




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       (d). Payment of fees. Subject to the limitation contained in this sentence, any fees for services performed by the
   Financial Counselor or a Tax Preparer or a Legal Adviser (except for the services described in paragraphs (b) and
   (c) above) incurred by a Participant during a Plan Year while the Participant is eligible to participate in the Plan
   shall be paid by the Company, provided that the Company shall not be liable under this Plan for more than a total of
   $[e.g., 10,000] for services rendered during any Plan Year to any Participant who is a member of the Company's
   Corporate Leadership Team or $[e.g. 4,500] for services rendered during a Plan Year for any other Participant, and
   provided further that the Company shall not be obligated under this Plan to pay any fees incurred during any period
   when a Participant is not eligible to Participate in the Plan or after a Participant's employment by the Company and
   its Subsidiaries has terminated, except that the Company shall pay fees covered by this Plan which are incurred by
   a Participant during the first year after termination of employment by reason of Retirement.

      (e). Tax adjustment payment. In addition to the fees payable pursuant to Section 7(d), the Company shall, on or
   before March 15 of each Plan Year, pay to each employee who was a Participant for the preceding Plan Year such
   additional amount as the Committee (or its designated agent) shall determine is necessary to compensate such
   employee to the extent that the amounts incurred by the employee for financial counseling by the Financial
   Counselor under Section 4 of this Plan and paid by the Company pursuant to this Plan are not deductible by such
   employee for federal income tax purposes.

    SECTION 8. PRIVILEGE AND CONFIDENTIALITY. Any information provided by a Participant to the
Financial Counselor or to a Tax Preparer or a Legal Adviser and any advice or opinions received by the Participant
from them shall constitute privileged communications between such Persons and the Participant. Neither any member
of the Committee nor any officer or employee of the Company shall receive any information given by or the advice or
opinions received by a Participant, except factual data that may be required by the Committee for the purpose of
making the determinations provided for in Section 7.

    SECTION 9. AMENDMENTS AND TERMINATION. The board of directors of the Company or the Committee
may amend, alter or discontinue the Plan, at any time, except that no such amendment, alteration or discontinuance
shall relieve the Company from any obligation hereunder in respect of services rendered to Participants hereunder prior
to the date on which the amendment, alteration or discontinuance is made.

   SECTION 10. GENERAL PROVISIONS.

       10.1. Waiver of Company liability and form. Because the Company does not intend by the establishment and
   maintenance of this Plan to become responsible for any advice or opinion given by any Person retained hereunder,
   each Participant who desires to participate in any part of the Plan shall first execute and deliver to the Vice
   President—Human Resources (or his or her designated agent) a waiver in substantially the following form:
       “In consideration of my participation in the          Co. Financial Counseling Plan (the "Plan") I, for myself, and
   on behalf of my heirs, successors, administrators and assigns, hereby waive any and all rights and actions which I
   have or may have against the Company arising out of or resulting from my participation in the Plan and for any
   damage or loss which I may suffer or incur as a result of any advice or opinion given to me by any Person (as defined
   in the Plan) retained thereunder, or whose fees are paid thereunder. I further agree to hold the Company and its
   Subsidiaries (as defined in the Plan) and their officers and employees harmless from and against any and all loss and
   damage which may be incurred as a result of my participation in the Plan.
       Signed
             ”

       10.2. Withholding taxes. The Company shall be authorized to withhold from any payment due under the Plan the
   amount of withholding taxes due in respect thereof and to take such other action as may be necessary in the opinion
   of the Committee (or its designated agent) to satisfy all obligations for the payment of such taxes, including, without



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limitation, withholding such amount from any other compensation, fees or other amounts payable by the Company
or any Subsidiary to the Participant.

    10.3. Nonassignability. The benefits provided by this Plan may not be sold, transferred, assigned, pledged,
hypothecated or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution,
attachment or similar process, except upon a Participant's death by will or the laws of descent and distribution.

    10.4. Applicable law. The validity, construction, and effect of the Plan and any rules and regulations relating to
the Plan shall be determined in accordance with the laws of the State of (without regard to the conflicts of laws rules
of that state) and applicable Federal law.

    10.5. Partial invalidity. If any provision of this Plan is or becomes or is deemed invalid, illegal or unenforceable
in any jurisdiction, or would disqualify the Plan or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to applicable laws or if it cannot be construed or
deemed amended without, in the determination of the Committee, materially altering the intent of the Plan, it shall
be stricken and the remainder of the Plan shall remain in full force and effect.

SECTION 11. EFFECTIVE DATE OF PLAN. The Plan shall be effective as of [date].




                                                                                                             electronic form 2005
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