DEFERRED COMPENSATION PLAN

EXHIBIT 10(J)


DEFERRED COMPENSATION PLAN


ROLLINS, INC.


.................................................................................

PLAN DOCUMENT





















EFFECTIVE JULY 1, 2005




TABLE OF CONTENTS


PLAN DOCUMENT.................................................................1

PURPOSE.......................................................................1

ARTICLE 1 DEFINITIONS.................................................1

ARTICLE 2 SELECTION/ENROLLMENT/ELIGIBILITY............................7

2.1 ELIGIBILITY....................................................7
2.2 ENROLLMENT REQUIREMENTS........................................7
2.3 COMMENCEMENT OF PARTICIPATION..................................7
2.4 TERMINATION OF PARTICIPATION AND/OR DEFERRALS..................8

ARTICLE 3 DEFERRAL COMMITMENTS/COMPANY CONTRIBUTIONS/CREDITING/TAXES..8
3.1 MINIMUM DEFERRAL...............................................8
3.2 MAXIMUM DEFERRAL...............................................8
3.3 ELECTION TO DEFER/CHANGE IN ELECTION...........................9
3.4 WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS........................10
3.5 ANNUAL COMPANY DISCRETIONARY AMOUNT...........................11
3.6 ANNUAL COMPANY DISCRETIONARY BENEFIT RESTORATION AMOUNT.......11
3.7 VESTING.......................................................12
3.8 CREDITING/DEBITING OF ACCOUNT BALANCES........................13
3.9 FICA AND OTHER TAXES..........................................16
3.10 DISTRIBUTIONS.................................................17

ARTICLE 4 SHORT-TERM PAYOUT/UNFORESEEABLE FINANCIAL EMERGENCIES......17
4.1 SHORT-TERM PAYOUT.............................................17
4.2 OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM PAYOUT.........18
4.3 WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE
FINANCIAL EMERGENCIES.......................................18

ARTICLE 5 RETIREMENT BENEFIT.........................................19
5.1 RETIREMENT BENEFIT............................................19
5.2 PAYMENT OF RETIREMENT BENEFIT.................................19

ARTICLE 6 SURVIVOR BENEFIT...........................................20
6.1 PRE-RETIREMENT SURVIVOR BENEFIT...............................20
6.2 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT....................20
6.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT
OR TERMINATION BENEFIT.....................................20

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ARTICLE 7 TERMINATION BENEFIT........................................21
7.1 TERMINATION BENEFIT...........................................21
7.2 PAYMENT OF TERMINATION BENEFIT................................21

ARTICLE 8 BENEFICIARY DESIGNATION....................................21
8.1 BENEFICIARY...................................................21
8.2 BENEFICIARY DESIGNATION/CHANGE................................21
8.3 ACKNOWLEDGMENT................................................22
8.4 NO BENEFICIARY DESIGNATION....................................22
8.5 DOUBT AS TO BENEFICIARY.......................................22
8.6 DISCHARGE OF OBLIGATIONS......................................22

ARTICLE 9 LEAVE OF ABSENCE...........................................23
9.1 PAID LEAVE OF ABSENCE.........................................23
9.2 UNPAID LEAVE OF ABSENCE.......................................23

ARTICLE 10 TERMINATION/AMENDMENT/MODIFICATION.........................23
10.1 TERMINATION...................................................23
10.2 AMENDMENT.....................................................24
10.3 EFFECT OF PAYMENT.............................................24
10.4 AMENDMENT TO ENSURE PROPER CHARACTERIZATION OF THE PLAN.......24
10.5 CHANGES IN LAW AFFECTING TAXABILITY...........................25
10.6 PROHIBITED ACCELERATION/DISTRIBUTION TIMING...................25

ARTICLE 11 ADMINISTRATION.............................................26
11.1 ADMINISTRATION................................................26
11.2 DETERMINATIONS................................................26
11.3 GENERAL.......................................................27

ARTICLE 12 OTHER BENEFITS AND AGREEMENTS..............................27
12.1 COORDINATION WITH OTHER BENEFITS..............................27

ARTICLE 13 CLAIMS PROCEDURES..........................................27
13.1 SCOPE OF CLAIMS PROCEDURES....................................27
13.2 INITIAL CLAIM.................................................27
13.3 REVIEW PROCEDURES.............................................28
13.4 CALCULATION OF TIME PERIODS...................................29
13.5 LEGAL ACTION..................................................29

ARTICLE 14 TRUST......................................................30
14.1 ESTABLISHMENT OF THE TRUST....................................30
14.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST...................30

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14.3 INVESTMENT OF TRUST ASSETS....................................30
14.4 DISTRIBUTIONS FROM THE TRUST..................................30

ARTICLE 15 MISCELLANEOUS..............................................30
15.1 STATUS OF PLAN................................................30
15.2 UNSECURED GENERAL CREDITOR....................................31
15.3 COMPANY'S LIABILITY...........................................31
15.4 NONASSIGNABILITY..............................................31
15.5 NOT A CONTRACT OF EMPLOYMENT..................................31
15.6 FURNISHING INFORMATION........................................32
15.7 TERMS.........................................................32
15.8 CAPTIONS......................................................32
15.9 GOVERNING LAW.................................................32
15.10 NOTICE........................................................32
15.11 SUCCESSORS....................................................33
15.12 SPOUSE'S INTEREST.............................................33
15.13 VALIDITY......................................................33
15.14 INCOMPETENT...................................................33
15.15 COURT ORDER...................................................33
15.16 INSURANCE.....................................................33
15.17 AGGREGATION OF EMPLOYERS......................................34


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ROLLINS, INC.
DEFERRED COMPENSATION PLAN

PLAN DOCUMENT

EFFECTIVE JULY 1, 2005

PURPOSE

The purpose of this Rollins, Inc. Deferred Compensation Plan is to
provide specified benefits to a select group of management or highly compensated
employees of Rollins, Inc. and those of its affiliates that are participating
employers under this Plan as set forth in Section 1.13. This Plan shall be
unfunded for tax purposes and for purposes of Title I of the Employee Retirement
Income Security Act of 1974, as amended. This Plan is intended to comply with
the requirements of Section 409A of the Internal Revenue Code of 1986, as
amended, as added by the American Jobs Creation Act of 2004 and the Treasury
regulations and any other authoritative guidance issued thereunder.


ARTICLE 1
DEFINITIONS

For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1 "Account Balance" shall mean, with respect to a Participant, a credit
on the records of the Company equal to the sum of (i) the Deferral
Account balance, (ii) the Company Discretionary Account balance, and
(iii) the Company Discretionary Benefit Restoration Account balance.
The Account Balance, and each other specified account balance, shall be
a bookkeeping entry only and shall be utilized solely as a device for
the measurement and determination of the amounts to be paid to a
Participant, or his or her designated Beneficiary, pursuant to this
Plan.

1.2 "Annual Base Salary" shall mean the annual cash compensation relating
to services performed during any calendar year, whether or not paid in
such calendar year or included on the Federal Income Tax Form W-2 for
such calendar year, excluding Annual Bonus Payments and any other bonus
or incentive payments, commissions, overtime, fringe benefits, stock
options, relocation expenses, non-monetary awards, fees, automobile and
other allowances paid to a Participant for employment services rendered
(whether or not such allowances are included in the Employee's gross
income). Annual Base Salary shall be calculated without regard to any
reductions for compensation voluntarily deferred or contributed by the
Participant pursuant to all qualified or non-qualified plans of the
Company (and therefore shall be calculated to include amounts not
otherwise included in the Participant's gross income under Code

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Sections 125, 402(e)(3) or 402(h) pursuant to plans established by the
Company).

1.3 "Annual Bonus Payments" shall mean any compensation paid to a
Participant under any incentive plans or bonus arrangements of the
Company with respect to which the Plan Committee in its discretion
permits deferrals to be made hereunder, which compensation is based on
the performance by the Participant of services for the Company over a
period of at least twelve (12) months (whether or not paid in such
performance period or included on the Federal Income Tax Form W-2 for
such performance period) and which qualifies as "performance-based
compensation" under Section 409A.

1.4 "Annual Company Discretionary Amount" shall mean, for the Plan Year of
reference, the amount determined in accordance with Section 3.5.

1.5 "Annual Company Discretionary Benefit Restoration Amount" shall mean,
for the Plan Year of reference, the amount determined in accordance
with Section 3.6.

1.6 "Annual Deferral Amount" shall mean that portion of a Participant's
Annual Base Salary and Annual Bonus Payments that a Participant elects
to have, and is, deferred in accordance with Article 3, for the Plan
Year of reference. In the event of a Participant's Retirement, death or
a Termination of Employment prior to the end of a Plan Year, such
year's Annual Deferral Amount shall be the actual amount withheld prior
to such event.

1.7 "Beneficiary" shall mean one or more persons, trusts, estates or other
entities, designated in accordance with Article 8, that are entitled to
receive benefits under this Plan upon the death of a Participant.

1.8 "Beneficiary Designation Form" shall mean the form established from
time to time by the Plan Committee that a Participant completes, signs
and returns to the Plan Committee to designate one or more
Beneficiaries.


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1.9 "Board" shall mean the board of directors of the Sponsor or, if the
Board so directs, a committee of such Board acting on behalf of the
Board in the exercise of any and all powers and duties of the Board
pursuant to this Plan.

1.10 "Claimant" shall have the meaning set forth in Section 13.2.

1.11 "Change In Control" shall mean a change in the ownership or effective
control of the Sponsor within the meaning of Section 409A(a)(2)(A)(v)
and any guidance issued thereunder from time to time by the Internal
Revenue Service, including Notice 2005-1.

1.12 "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

1.13 "Company" shall mean, collectively, the Sponsor and any affiliate of
the Sponsor that adopts this Plan with the approval of the Sponsor, as
set forth on Schedule B, and any successor to all or substantially all
of the Company's assets or business.

1.14 "Company Discretionary Account" shall mean (i) the sum of the
Participant's Annual Company Discretionary Amounts, plus (ii) amounts
credited or debited in accordance with all the applicable crediting
provisions of this Plan that relate to the Participant's Company
Discretionary Account, less (iii) all distributions made to the
Participant or his or her Beneficiary pursuant to this Plan that relate
to the Participant's Company Discretionary Account.

1.15 "Company Discretionary Benefit Restoration Account" shall mean (i) the
sum of the Participant's Annual Company Discretionary Benefit
Restoration Amounts, plus (ii) amounts credited or debited in
accordance with all the applicable crediting provisions of this Plan
that relate to the Participant's Company Discretionary Benefit
Restoration Account, less (iii) all distributions made to the
Participant or his or her Beneficiary pursuant to this Plan that relate
to the Participant's Company Discretionary Benefit Restoration Account.

1.16 "Deduction Limitation" shall mean the following described limitation on
a benefit that may otherwise be distributable pursuant to the
provisions of this Plan. Except as otherwise provided, this limitation
shall be applied to all distributions that are "subject to the
Deduction Limitation" under this Plan. If the Plan Committee determines
in good faith that there is a reasonable likelihood that any
compensation paid to a Participant for a taxable year of the Company
would not be deductible by the Company solely by reason of the

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limitation under Code Section 162(m), then to the extent deemed
necessary by the Plan Committee to ensure that the entire amount of any
distribution to the Participant pursuant to this Plan is deductible,
the Plan Committee may defer all or any portion of a distribution under
this Plan. Any amounts deferred pursuant to this limitation shall
continue to be credited or debited with additional amounts in
accordance with Section 3.9 below, even if such amount is being paid
out in installments. The amounts so deferred and amounts credited or
debited thereon shall be distributed to the Participant or his or her
Beneficiary (in the event of the Participant's death) at the earliest
possible date, as determined by the Plan Committee in good faith, on
which the deductibility of compensation paid or payable to the
Participant for the taxable year of the Company during which the
distribution is made will not be limited by Code Section 162(m).
Notwithstanding the foregoing, this Section 1.16 shall apply only to
the extent permitted by Section 409A.

1.17 "Deferral Account" shall mean (i) the sum of all of a Participant's
Annual Deferral Amounts, plus (ii) amounts credited or debited in
accordance with all the applicable crediting provisions of this Plan
that relate to the Participant's Deferral Account, less (iii) all
distributions made to the Participant or his or her Beneficiary
pursuant to this Plan that relate to his or her Deferral Account.

1.18 "Effective Date" shall mean the effective date of this Plan, which is
July 1, 2005.

1.19 "Election Form" shall mean the form or forms established from time to
time by the Plan Committee that a Participant completes, signs and
returns to the Plan Committee to make an election under the Plan (which
form or forms may take the form of an electronic transmission, if
required or permitted by the Plan Committee).

1.20 "Employee" shall mean an individual whom the Company treats as an
"employee" for Federal income tax withholding purposes.

1.21 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time.

1.22 "Participant" shall mean any Employee who is selected by the Plan
Committee to participate in the Plan, provided such individual (i)
elects to participate in the Plan, (ii) signs a Plan Agreement, an
Election Form(s) and a Beneficiary Designation Form, (iii) has his or
her signed Plan Agreement, Election Form(s) and Beneficiary Designation

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Form accepted by the Plan Committee, (iv) commences participation in
the Plan, and (v) does not have his or her Plan Agreement terminated. A
spouse or former spouse of a Participant shall not be treated as a
Participant in the Plan or have an Account Balance under the Plan under
any circumstance.

1.23 "Plan" shall mean this Rollins, Inc. Deferred Compensation Plan, as
evidenced by this instrument and by each Plan Agreement, as they may be
further amended from time to time.

1.24 "Plan Agreement" shall mean a written agreement (which may take the
form of an electronic transmission, if required or permitted by the
Plan Committee), as may be amended from time to time, which is entered
into by and between the Company and a Participant. Each Plan Agreement
executed by a Participant and the Company shall provide for the entire
benefit to which such Participant is entitled under the Plan; should
there be more than one Plan Agreement, the Plan Agreement bearing the
latest date of acceptance by the Company shall supersede all previous
Plan Agreements in their entirety and shall govern such entitlement.
The terms of any Plan Agreement may be different for any Participant,
and any Plan Agreement may provide additional benefits not set forth in
the Plan or limit the benefits otherwise provided under the Plan;
provided, however, that any such additional benefits or benefit
limitations must be agreed to by both the Company and the Participant.
In the Plan Agreement, each Participant shall acknowledge that he or
she accepts all of the terms of the Plan including the discretionary
authority of the Plan Committee as set forth in Article 11.

1.25 "Plan Committee" shall mean the Plan committee appointed by the
Sponsor, which, except as otherwise specified, shall be responsible for
the general administration of the Plan, or a designated agent of such
Plan Committee.

1.26 "Plan Year" shall mean a period beginning on January 1 of each calendar
year and continuing through December 31 of such calendar year during
which this Plan is in effect; provided, however, that the Plan shall
experience a short first Plan Year beginning July 1, 2005 and ending
December 31, 2005.

1.27 "Pre-Retirement Survivor Benefit" shall mean the benefit set forth in
Article 6.

1.28 "Retirement", "Retire(s)" or "Retired" shall mean Separation from
Service with the Company for any reason other than an authorized leave
of absence or death on or after (i) the attainment of age sixty-five

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(65) or (ii) the attainment of age sixty (60) with twenty (20) Years of
Service.

1.29 "Retirement Benefit" shall mean the benefit set forth in Article 5.

1.30 "Section 409A" shall mean Code Section 409A and the Treasury
regulations and other authoritative guidance issued thereunder.

1.31 "Separation from Service" shall mean separation from service within
the meaning of Section 409A.

1.32 "Short-Term Payout" shall mean the payout set forth in Article 4.

1.33 "Sponsor" shall mean Rollins, Inc., a Delaware corporation, and any
successor to all or substantially all of the Sponsor's assets or
business.

1.34 "Termination Benefit" shall mean the benefit set forth in Article 7.

1.35 "Termination of Employment" shall mean Separation from Service with the
Company, voluntarily or involuntarily, for any reason other than
Retirement, death or an authorized leave of absence.

1.36 "Trust" shall mean the trust established pursuant to this Plan, as
amended from time to time.

1.37 "Unforeseeable Financial Emergency" shall mean a severe financial
hardship to the Participant resulting from (i) an illness or accident
of the Participant, the Participant's spouse or a dependent (as defined
in Code Section 152(a)) of the Participant, (ii) a loss of the
Participant's property due to casualty, or (iii) an other similar
extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant, all as determined in the
sole discretion of the Plan Committee.

1.38 "Yearly Installment Method" shall be a yearly installment payment over
the number of years selected by the Participant in accordance with this
Plan, calculated as follows: The Account Balance of the Participant (or
the appropriate portion thereof) shall be calculated as of the close of
business on the date of reference (or, if the date of reference is not
a business day, on the immediately following business day), and shall
be paid as soon as practicable thereafter. The date of reference with
respect to the first (1st) yearly installment payment shall be as
provided in Section 5.2, and the date of reference with respect to

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subsequent yearly installment payments shall be the anniversary of the
first (1st) yearly installment payment. The yearly installment shall be
calculated by multiplying this balance by a fraction, the numerator of
which is one (1), and the denominator of which is the remaining number
of yearly payments due the Participant. By way of example, if the
Participant elects a ten (10) year Yearly Installment Method, the first
payment shall be one-tenth (1/10) of the Account Balance, calculated as
described in this definition. The following year, the payment shall be
one-ninth (1/9) of the Account Balance, calculated as described in this
definition.

1.39 "Years of Service" shall mean at any time the number of years of
service with which a Participant has been credited under a 401(k) plan
sponsored by the Company. If, at any time, the Participant has been
credited with years of service under more than one Company-sponsored
401(k) plan, the Participant's Years of Service under this Plan shall
be determined by reference to that Company-sponsored 401(k) plan under
which the Participant has been credited with the greatest number of
years of service.


ARTICLE 2
SELECTION/ENROLLMENT/ELIGIBILITY

2.1 ELIGIBILITY. Participation in the Plan shall be limited to Employees
whom the Plan Committee, in its sole discretion, designates, for
participation, provided that Employees may not participate in the Plan
unless they are members of a select group of management or highly
compensated employees of the Company, as membership in such group is
determined for purposes of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA (which determination shall be made by the Plan Committee in its
sole discretion).

2.2 ENROLLMENT REQUIREMENTS. As a condition to initial participation, each
selected Employee shall complete, execute and return to the Plan
Committee a Plan Agreement, an Election Form(s) and a Beneficiary
Designation Form, all within thirty (30) days after he or she is
notified of his or her eligibility to participate in the Plan. In
addition, the Plan Committee shall establish from time to time such
other enrollment requirements as it determines in its sole discretion
are necessary.

2.3 COMMENCEMENT OF PARTICIPATION. Provided a selected Employee has met all
enrollment requirements set forth in this Plan and required by the Plan
Committee, including returning all required documents to the Plan
Committee within the specified time period, that individual shall
commence participation in the Plan on the first day of the month

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PLAN DOCUMENT continued...


following the month in which he or she has completed all enrollment
requirements (or as soon as practicable thereafter as the Plan
Committee may determine). If he or she fails to meet all such
requirements within the period required by Section 2.2, that individual
shall not be eligible to participate in the Plan until the first day of
the following Plan Year, again subject to timely delivery to and
acceptance by the Plan Committee of the required documents.

2.4 TERMINATION OF PARTICIPATION AND/OR DEFERRALS. If the Plan Committee
determines in good faith that a Participant no longer qualifies as a
member of a select group of management or highly compensated employees
of the Company (as defined in Sections 201(2), 301(a)(3) and 401(a)(1)
of ERISA), the Plan Committee shall have the right, in its sole
discretion and subject to Section 409A, to (i) terminate any deferral
election the Participant has made for the remainder of the Plan Year in
which the Participant's membership status changes, (ii) prevent the
Participant from making future deferral elections and/or (iii)
immediately distribute the Participant's then vested Account Balance as
a Termination Benefit and terminate the Participant's participation in
the Plan.

ARTICLE 3
DEFERRAL COMMITMENTS/COMPANY CONTRIBUTIONS/CREDITING/TAXES

3.1 MINIMUM DEFERRAL. For each Plan Year, a Participant may elect to defer,
as his or her Annual Deferred Amount, Annual Base Salary and/or Annual
Bonus Payments in the minimum amount of two thousand dollars ($2,000)
for each such type of compensation.

Notwithstanding the foregoing, the Plan Committee may, in its sole
discretion, establish for any Plan Year a different minimum amount for
Annual Base Salary and/or Annual Bonus Payments.

3.2 MAXIMUM DEFERRAL.

(a) ANNUAL BASE SALARY AND ANNUAL BONUS PAYMENTS. For each Plan
Year, a Participant may elect to defer, as his or her Annual
Deferral Amount, Annual Base Salary and/or Annual Bonus
Payments up to the following maximum percentages for each type
of compensation:


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-------------------------------------------------------------
COMPENSATION MAXIMUM DEFERRAL PERCENTAGE
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Annual Base Salary 50%
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Annual Bonus Payments 100%
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(b) PLAN COMMITTEE'S DISCRETION. Notwithstanding the foregoing,
(i) the Plan Committee may, in its sole discretion, establish
for any Plan Year maximum percentages which differ from those
set forth above, and (ii) if a Participant first becomes a
Participant after the first day of a Plan Year, the maximum
Annual Deferral Amount with respect to Annual Base Salary and
Annual Bonus Payments shall be limited to the percentage of
such compensation not yet earned by the Participant as of the
date the Participant submits a Plan Agreement and Election
Form(s) to the Plan Committee for acceptance.

3.3 ELECTION TO DEFER/CHANGE IN ELECTION.

(a) TIMING OF ELECTIONS.

(i) ELECTIONS WITH RESPECT TO ANNUAL BASE SALARY. An Annual Base
Salary election must be made within the deadlines established
by the Plan Committee, provided that, except as provided in
paragraph (iii) below, in no event shall such an election be
made after the last day of the Plan Year preceding the Plan
Year in which the services giving rise to the Annual Base
Salary to be deferred are to be performed.

(ii) ELECTIONS WITH RESPECT TO ANNUAL BONUS PAYMENTS. An Annual
Bonus Payment election must be made within the deadlines
established by the Plan Committee, provided that, except as
provided in paragraph (iii) below, in no event shall such an
election be made later than six (6) months prior to the last
day of the period over which the services giving rise to the
Annual Bonus Payments to be deferred are performed.

(iii) FIRSTYEAR OF ELIGIBILITY. Notwithstanding paragraphs (i) and
(ii) above, if and to the extent permitted by the Plan
Committee, in the case of the first Plan Year in which an
Employee becomes eligible to participate in the Plan, the
Employee may make a deferral election at times other than
those permitted by paragraphs (i) and (ii) above, provided
that such election is made no later than thirty (30) days
after the date the Employee becomes eligible to participate in
the Plan. Such election will apply only with respect to
compensation attributable to services performed after the date
the election is made. This paragraph (iii) will apply with

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respect to the short Plan Year commencing July 1, 2005 and
ending December 31, 2005, as well as to Plan Years commencing
on and after January 1, 2006.

(b) MANNER OF ELECTION. Deferral elections (and any other
elections the Plan Committee deems necessary or desirable
under the Plan) shall be made by timely delivering to the Plan
Committee an Election Form, along with such other forms the
Plan Committee deems necessary or desirable under the Plan.
For these elections to be valid, the Election Form(s) must be
completed and signed by the Participant, timely delivered to
the Plan Committee (in accordance with Sections 2.2 and 3.3(a)
above) and accepted by the Plan Committee. If no such Election
Form(s) is timely delivered for a Plan Year (or portion
thereof), the Annual Deferral Amount shall be zero (0) for
that Plan Year (or portion thereof).

(c) CHANGE IN ELECTION. A Participant may not change his or her
deferral election that is in effect for a Plan Year, unless
permitted by the Plan Committee in compliance with Section
409A.

(d) VALIDITY OF ELECTIONS. The Plan Committee reserves the right
to determine the validity of all deferral elections made under
the Plan in accordance with the requirements of applicable
law, including Section 409A. If the Plan Committee, in its
sole discretion, determines that an election is not valid
under applicable law, the Plan Committee may treat the
deferral election as null and void, and pay Annual Base Salary
and/or Annual Bonus Payments to the affected Participant
without regard to the Participant's deferral election. By way
of example and not limitation, if the Plan Committee
determines that a deferral election should have been made at a
time that is earlier than the time it is actually made (even
if such election would otherwise comply with the terms of the
Plan, including Section 3.3(a) above), the Plan Committee will
have the right to disregard such election and pay Annual Base
Salary and/or Annual Bonus Payments to the affected
Participant without regard to the Participant's deferral
election.

3.4 WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Annual
Base Salary portion of the Annual Deferral Amount shall be withheld
from each regularly scheduled Annual Base Salary payment in the
percentage elected by the Participant. The Annual Bonus Payments
portion of the Annual Deferral Amount shall be withheld at the time the
Annual Bonus Payments are or otherwise would be paid to the
Participant, whether or not this occurs during the Plan Year for which
the election is made.

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3.5 ANNUAL COMPANY DISCRETIONARY AMOUNT. For each Plan Year, the Plan
Committee, acting on behalf of the Company and in its sole discretion,
may, but is not required to, credit any amount it desires to any
Participant's Company Discretionary Account under this Plan, which
amount shall be for that Participant the Annual Company Discretionary
Amount for that Plan Year. The amount so credited on behalf of a
Participant may be smaller or larger than the amount credited on behalf
of any other Participant, and the amount credited on behalf of any
Participant for a Plan Year may be zero (0), even though one or more
other Participants receive an Annual Company Discretionary Amount for
that Plan Year.

Unless otherwise specified by the Plan Committee, the Annual Company
Discretionary Amount, if any, shall be credited as soon as practicable
after the last day of the Plan Year. Unless otherwise specified by the
Plan Committee, if a Participant to whom an Annual Company
Discretionary Amount would otherwise be credited is not employed by the
Company as of the last day of a Plan Year, the Annual Company
Discretionary Amount for that Plan Year shall be zero (0).

3.6 ANNUAL COMPANY DISCRETIONARY BENEFIT RESTORATION AMOUNT. For each Plan
Year, the Plan Committee, acting on behalf of the Company and in its
sole discretion, may, but is not required to, credit an amount to any
Participant's Company Discretionary Benefit Restoration Account under
this Plan, which amount shall be for that Participant the Annual
Company Discretionary Benefit Restoration Amount for that Plan Year.

Unless otherwise specified by the Plan Committee, in order to be
eligible to receive an Annual Company Discretionary Benefit Restoration
Amount credit for a Plan Year, a Participant must: (a) have a most
recent hire date of no later than June 30, 1999; (b) be employed by the
Company for all of 2006; (c) have completed at least five (5) full
years of participation in the Company's qualified defined benefit
pension plan; and (d) be employed as of the last day of the Plan Year
for which the Annual Company Discretionary Benefit Restoration Amount
is credited, all as determined by the Plan Committee.

Unless otherwise specified by the Plan Committee, the Annual Company
Discretionary Benefit Restoration Amount, if any, shall be credited as
soon as practicable after the last day of the Plan Year. Annual company
Discretionary Amounts will be credited for five (5) Plan Years, with
the first Annual Company Discretionary Amounts being credited in
January 2007 (for the 2006 Plan Year) for those eligible Participants
who were employed by the Company for all of the 2006 Plan Year, and
with the last Annual Company Discretionary Amounts being credited in

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January 2011 (for the 2010 Plan Year) for those eligible Participants
who were employed by the Company for all of the 2010 Plan Year. Unless
otherwise specified by the Plan Committee, no further Annual Company
Discretionary Amounts will be credited with respect to Plan Years after
the 2010 Plan Year.

A Participant's Annual Company Discretionary Benefit Restoration Amount
for the Plan Year of reference, if any, shall be a percentage of the
Participant's Annual Base Salary for the Plan Year not exceeding two
hundred and ten thousand dollars ($210,000), or such other maximum
established by the Plan Committee, determined as follows:

-----------------------------------------------------------------------
NUMBER OF POINTS ANNUAL COMPANY DISCRETIONARY BENEFIT
RESTORATION AMOUNT
-----------------------------------------------------------------------
Less than 55 0% of Annual Base Salary
-----------------------------------------------------------------------
55 to 64.99 1.5% of Annual Base Salary
----------------------------------------------------------------------
65 or more 3% of Annual Base Salary
-----------------------------------------------------------------------

For purposes of the preceding, the Participant's number of points
shall be calculated as:

Participant's age + (Participant's Years of Service X 1.5)

For purposes of the preceding, the Participant's age will be determined
as of June 30, 2005. The Participant's Years of Service will be
determined as of June 30, 2005, based on the Participant's most recent
hire date (i.e., if the Participant was rehired, he or she will not
receive Years of Service credit for purposes of this Section for
service the Participant performed prior to his or her rehire date).

3.7 VESTING.

(a) A Participant shall at all times be one hundred percent (100%)
vested in his or her Deferral Account and Company
Discretionary Benefit Restoration Account.

(b) A Participant shall become vested in his or her Company
Discretionary Account as and to the extent that the
Participant becomes vested in Company matching contributions
under a 401(k) plan sponsored by the Company, or (if earlier)
as of the date of a Change in Control. If Company matching

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contributions have been allocated on behalf of the Participant
under more than one Company-sponsored 401(k) plan, the 401(k)
plan referenced in the preceding sentence shall be that
Company-sponsored 401(k) plan under which the Participant has
attained the greatest percentage of vesting in his or her
Company matching contributions.

3.8 CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject
to, the rules and procedures that are established from time to time by
the Plan Committee, in its sole discretion, amounts shall be credited
or debited to a Participant's Account Balance in accordance with the
following rules:

(a) SUB-ACCOUNTS. Separate sub-accounts shall be established and
maintained with respect to each Participant's Account Balance
(together, the "Sub-Accounts"), if and as applicable, one
attributable to the portion of the Participant's Account
Balance which represents Annual Base Salary deferrals, another
attributable to the portion of the Participant's Account
Balance which represents Annual Bonus Payments deferrals, and
another attributable to the portion of the Participant's
Account Balance which represents Annual Company Discretionary
Amounts and Annual Company Discretionary Benefit Restoration
Amounts.

(b) ELECTION OF MEASUREMENT FUNDS. A Participant, in connection
with his or her initial deferral election in accordance with
Section 3.3 above, shall elect, on the Election Form(s), one
or more Measurement Fund(s) (as described in Section 3.8(d)
below) to be used to determine the additional amounts to be
credited or debited to each of his or her Sub-Accounts for the
first business day of the Plan Year, continuing thereafter
unless changed in accordance with the next sentence.
Commencing with the first business day of the Plan Year, and
continuing thereafter for the remainder of the Plan Year
(unless the Participant ceases during the Plan Year to
participate in the Plan), the Participant may (but is not
required to) elect, by submitting an Election Form(s) to the
Plan Committee that is accepted by the Plan Committee (which
submission may take the form of an electronic transmission, if
required or permitted by the Plan Committee), to add or delete
one or more Measurement Fund(s) to be used to determine the

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additional amounts to be credited or debited to each of his or
her Sub-Accounts, or to change the portion of each of his or
her Sub-Accounts allocated to each previously or newly elected
Measurement Fund(s); provided, however, that any such
election(s) will be processed on a monthly basis, as described
in the following sentence. If, during a given month, a
Participant makes one or more elections in accordance with the
previous sentence, all such elections made by the Participant
during the month shall be collected and the last such election
made prior to 4:00pm EST on the last market day of the month
will be processed and shall continue to apply for the
remainder of the Plan Year (unless the Participant ceases
during the Plan Year to participate in the Plan), unless
changed in accordance with the above.

(c) PROPORTIONATE ALLOCATION. In making any election described in
Section 3.8(b) above, the Participant shall specify on the
Election Form(s), in whole percentage points, the percentage
of each of his or her Sub-Account(s) to be allocated to a
Measurement Fund (as if the Participant was making an
investment in that Measurement Fund with that portion of his
or her Account Balance).

(d) MEASUREMENT FUNDS. The Participant may elect one or more of
the Measurement Funds set forth on Schedule A (the
"Measurement Funds") for the purpose of crediting or debiting
additional amounts to his or her Account Balance. The Plan
Committee may, in its sole discretion, discontinue, substitute
or add a Measurement Fund(s). Each such action will take
effect as of the first business day that follows by thirty
(30) days the day on which the Plan Committee gives
Participants advance written (which shall include e-mail)
notice of such change. If the Plan Committee receives an
initial or revised Measurement Fund(s) election which it deems
to be incomplete, unclear or improper, the Participant's
Measurement Fund(s) election then in effect shall remain in
effect (or, in the case of a deficiency in an initial
Measurement Fund(s) election, the Participant shall be deemed
to have filed no deemed investment direction). If the Plan
Committee possesses (or is deemed to possess as provided in
the previous sentence) at any time directions as to
Measurement Fund(s) of less than all of the Participant's
Account Balance, the Participant shall be deemed to have
directed that the undesignated portion of the Account Balance
be deemed to be invested in a money market, fixed income or
similar Measurement Fund made available under the Plan as

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determined by the Plan Committee in its discretion. Each
Participant hereunder, as a condition to his or her
participation hereunder, agrees to indemnify and hold harmless
the Plan Committee and the Company, and their agents and
representatives, from any losses or damages of any kind
relating to (i) the Measurement Funds made available hereunder
and (ii) any discrepancy between (a) the credits and debits to
the Participant's Account Balance based on the performance of
the Measurement Funds and the application of the crediting and
debiting method described in Section 3(e) below and (b) what
the credits and debits otherwise might be in the case of an
actual investment in the Measurement Funds.

(e) CREDITING OR DEBITING METHOD. The performance of each elected
Measurement Fund (either positive or negative) will be
determined by the Plan Committee, in its sole discretion,
based on the performance of the Measurement Funds themselves.
A Participant's Account Balance shall be credited or debited
on a daily basis based on the performance of each Measurement
Fund selected by the Participant, or as otherwise determined
by the Plan Committee in its sole discretion, as though (i) a
Participant's Account Balance were invested in the Measurement
Fund(s) selected by the Participant, in the percentages
elected by the Participant as of such date, at the closing
price on such date; (ii) the portion of the Annual Deferral
Amount that was actually deferred was invested in the
Measurement Fund(s) selected by the Participant, in the
percentages elected by the Participant, no later than the
close of business on the third (3rd) business day after the
day on which such amounts are actually deferred from the
Participant's Annual Base Salary and Annual Bonus Payments
through reductions in his or her amounts otherwise payable, at
the closing price on such date; (iii) any Annual Company
Discretionary Amounts and/or Annual Company Discretionary
Benefit Restoration Amounts credited to a Participant's
Account Balance were invested in the Measurement Fund(s)
selected by the Participant, in the percentages elected by the
Participant, as soon as administratively practicable following
the date such amount(s) were credited to the Participant's
Plan Account and (iv) any distribution made to a Participant
that decreases such Participant's Account Balance ceased being
invested in the Measurement Fund(s), in the percentages
applicable to such calendar month, no earlier than three (3)
business days prior to the distribution, at the closing price
on such date.

(f) NO ACTUAL INVESTMENT. Notwithstanding any other provision of
this Plan that may be interpreted to the contrary, the
Measurement Funds are to be used for measurement purposes
only, and a Participant's election of any such Measurement

________________________________________________________________________________
15
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Fund, the allocation to his or her Account Balance thereto,
the calculation of additional amounts and the crediting or
debiting of such amounts to a Participant's Account Balance
shall not be considered or construed in any manner as an
actual investment of his or her Account Balance in any such
Measurement Fund. In the event that the Company or the trustee
(as that term is defined in the Trust), in its own discretion,
decides to invest funds in any or all of the Measurement
Funds, no Participant shall have any rights in or to such
investments themselves. Without limiting the foregoing, a
Participant's Account Balance shall at all times be a
bookkeeping entry only and shall not represent any investment
made on his or her behalf by the Company or the Trust; the
Participant shall at all times remain an unsecured general
creditor of the Company.

(g) BENEFICIARY ELECTIONS. Each reference in this Section 3.8 to a
Participant shall be deemed to include, where applicable, a
reference to a Beneficiary.


3.9 FICA AND OTHER TAXES.

(a) ANNUAL DEFERRAL AMOUNTS. For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the
Company shall withhold from that portion of the Participant's
Annual Base Salary and/or Annual Bonus Payments that is not
being deferred, in a manner determined by the Company, the
Participant's share of FICA and other employment taxes on such
Annual Deferral Amount. If necessary, the Plan Committee may
reduce the Annual Deferral Amount in order to comply with this
Section 3.10.

(b) ANNUAL COMPANY DISCRETIONARY AMOUNTS. When a Participant
becomes vested in a portion of his or her Company
Discretionary Account, the Company shall have the discretion
to withhold from the Participant's Annual Base Salary and/or
Annual Bonus Payments that is not deferred, in a manner
determined by the Company, the Participant's share of FICA and
other employment taxes on such vested portion of his or her
Company Discretionary Amount. If necessary, the Plan Committee
may reduce the vested portion of the Participant's Annual
Company Discretionary Amounts in order to comply with this
Section 3.10.

________________________________________________________________________________
16
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(c) ANNUAL COMPANY DISCRETIONARY BENEFIT RESTORATION AMOUNTS. For
each Plan Year in which an Annual Company Discretionary
Benefit Restoration Amount is credited to the Account Balance
of a Participant, the Company shall have the discretion to
withhold from the Participant's Annual Base Salary and/or
Annual Bonus Payments that is not deferred, in a manner
determined by the Company, the Participant's share of FICA and
other employment taxes on such Annual Company Discretionary
Benefit Restoration Amount. If necessary, the Plan Committee
may reduce the vested portion of the Participant's Annual
Company Discretionary Benefit Restoration Amounts in order to
comply with this Section 3.10.

3.10 DISTRIBUTIONS. Notwithstanding anything herein to the contrary, (i) any
payments made to a Participant under this Plan shall be in cash form,
and (ii) the Company, or the trustee of the Trust, shall withhold from
any payments made to a Participant under this Plan all Federal, state
and local income, employment and other taxes required to be withheld by
the Company, or the trustee of the Trust, in connection with such
payments, in amounts and in a manner to be determined in the sole
discretion of the Company or the trustee of the Trust, as applicable.

ARTICLE 4
SHORT-TERM PAYOUT/UNFORESEEABLE FINANCIAL EMERGENCIES

4.1 SHORT-TERM PAYOUT. In connection with each election to defer Annual
Deferral Amounts for a given Plan Year, a Participant may irrevocably
elect to receive a future "Short-Term Payout" from the Plan. Except as
otherwise required by the Plan Committee, such election may be made
separately with respect to each Plan Year's Annual Base Salary and/or
Annual Bonus Payments that have been deferred. Subject to the Deduction
Limitation and to Section 3.11, the Short-Term Payout shall be a lump
sum payment in an amount that is equal to the Annual Base Salary and/or
Annual Bonus Payments deferrals subject to the Short-Term Payout
election, and amounts credited or debited thereon in the manner
provided in Section 3.8 above, determined at the time that the
Short-Term Payout becomes payable (rather than the date of a
Termination of Employment). Subject to the terms and conditions of this
Plan, each Short-Term Payout elected shall be paid out during the month
of January of the Plan Year designated by the Participant that is at
least three (3) Plan Years after the Plan Year in which the Annual Base

________________________________________________________________________________
17
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Salary and/or Annual Bonus Payments deferrals subject to the Short-Term
Payout election are actually deferred, as specifically elected by the
Participant. By way of example, if a three (3) year Short-Term Payout
is elected by a Participant for Annual Base Salary deferrals that are
deferred in the Plan Year commencing July 1, 2005, the three (3) year
Short-Term Payout would become payable during January of 2009.
Notwithstanding the preceding sentences or any other provision of this
Plan that may be construed to the contrary, a Participant who is an
active Employee may, with respect to each Short-Term Payout, on a form
determined by the Plan Committee, make one (1) or more additional
deferral elections (a "Subsequent Election") to defer payment of all or
any portion (as elected by the Participant in accordance with
procedures established by the Plan Committee) of such Short-Term Payout
to a Plan Year subsequent to the Plan Year originally (or subsequently)
elected; provided, however, any such Subsequent Election will be null
and void unless accepted by the Plan Committee no later than one (1)
year prior to the first day of the Plan Year in which, but for the
Subsequent Election, such Short-Term Payout would be paid, and such
Subsequent Election provides for a deferral of at least five (5) Plan
Years following the Plan Year in which the Short-Term Payout, but for
the Subsequent Election, would be paid.

Notwithstanding the preceding, that portion of a Participant's Account
Balance, if any, attributable to Annual Company Discretionary Amounts
and/or Annual Company Discretionary Benefit Restoration Amounts shall
not be eligible for a Short-Term Payout under the Plan.

4.2 OTHER BENEFITS TAKE PRECEDENCE OVER SHORT-TERM PAYOUT. Should an event
occur that triggers a benefit under Article 5, 6 or 7, any Annual Base
Salary and/or Annual Bonus Payments deferrals, plus amounts credited or
debited thereon, that are subject to a Short-Term Payout election under
Section 4.1 shall not be paid in accordance with Section 4.1 but shall
be paid in accordance with the other applicable Article.

4.3 WITHDRAWAL PAYOUT/SUSPENSIONS FOR UNFORESEEABLE FINANCIAL EMERGENCIES.
If a Participant experiences an Unforeseeable Financial Emergency, the
Participant may petition the Plan Committee to (i) suspend any
deferrals required to be made by a Participant to the extent permitted
under Section 409A and/or (ii) receive a partial or full payout from
the Plan. The payout shall not exceed the lesser of the Participant's
vested Account Balance, calculated as if such Participant were
receiving a Termination Benefit, or the amount reasonably needed to
satisfy the Unforeseeable Financial Emergency, taking into account the
extent to which the Unforeseeable Financial Emergency is or may be
relieved through reimbursement or compensation by insurance or

________________________________________________________________________________
18
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otherwise or by liquidation of the Participant's assets (to the extent
the liquidation of assets would not itself cause severe financial
hardship), plus amounts necessary to pay taxes reasonably anticipated
as a result of the payout. A suspension of deferrals or payout under
this Section 4.3 shall be permitted only to the extent permitted under
Section 409A, as determined by the Plan Committee in its sole
discretion. A suspension of deferrals that is approved by the Plan
Committee will take effect as soon as administratively feasible after
such approval is granted. A payout that is approved by the Plan
Committee will be made within sixty (60) days of the date of approval.
The payment of any amount under this Section 4.3 shall not be subject
to the Deduction Limitation.

ARTICLE 5
RETIREMENT BENEFIT

5.1 RETIREMENT BENEFIT. A Participant who Retires shall receive, as a
Retirement Benefit, his or her vested Account Balance.

5.2 PAYMENT OF RETIREMENT BENEFIT. In connection with each election to
defer Annual Deferral Amounts for a given Plan Year, a Participant
shall elect on an Election Form to receive such Annual Deferral
Amounts, and amounts credited or debited thereon in the manner provided
in Section 3.8 above, upon Retirement in a lump sum or pursuant to a
Yearly Installment Method of between two (2) and fifteen (15) years.
Except as otherwise required by the Plan Committee, such election may
be made separately with respect to each Plan Year's Annual Base Salary
and/or Annual Bonus Payments that have been deferred. If a Participant
does not make any election with respect to the payment of the
Retirement Benefit, then such benefit shall be payable in a lump sum.

Notwithstanding the above or anything herein that may suggest
otherwise, the portion (if any) of the Participant's vested Account
Balance attributable to Annual Company Discretionary Amounts and Annual
Company Discretionary Benefit Restoration Amounts shall be payable to
the Participant solely as a lump sum payment.

Unless an election is changed by the Participant as provided below,
such Retirement Benefit shall be paid (or shall commence, in the case
of installment payments) as follows: (i) if the Participant's
Retirement occurs during January through June of any Plan Year, the
Retirement Benefit shall be paid (or commence) on or after January 2 of
the Plan Year following the Plan Year of the Participant's Retirement;
(ii) if the Participant's Retirement occurs during July through

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19
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December of any Plan Year, the Retirement Benefit shall be paid (or
commence) on or after July 2 of the Plan Year following the Plan Year
of the Participant's Retirement.

The Participant may change his or her election to an allowable
alternative payout period by submitting a new Election Form to the Plan
Committee, provided that any such Election Form is submitted at least
one (1) year prior to the Participant's Retirement and, if required by
Section 409A, provides for a distribution (or commencement of
distributions) date which is at least five (5) Plan Years from the
distribution date then in effect. The Election Form most recently
accepted by the Plan Committee shall govern the payout of the
Retirement Benefit with respect to the portion of the Participant's
Account Balance to which it pertains.

Notwithstanding anything above or elsewhere in the Plan to the
contrary, except as otherwise permitted by Section 409A, no change
submitted on an Election Form shall be accepted by the Company if the
change accelerates the time over which distributions are to be made to
the Participant, and the Company shall deny any change made to an
election if the Plan Committee determines that the change violates any
requirement under Section 409A, including the requirement that the
first payment with respect to which such election is made be deferred
for a period of not less than five (5) years from the date such payment
would otherwise have been made.


ARTICLE 6
SURVIVOR BENEFIT

6.1 PRE-RETIREMENT SURVIVOR BENEFIT. The Participant's Beneficiary shall
receive a Pre-Retirement Survivor Benefit equal to the Participant's
vested Account Balance if the Participant dies while an Employee.

6.2 PAYMENT OF PRE-RETIREMENT SURVIVOR BENEFIT. The Pre-Retirement Survivor
Benefit shall be paid in a lump sum as soon as practicable following
the date on which the Plan Committee has been provided with proof that
is satisfactory to the Plan Committee of the Participant's death. Any
payment made hereunder shall not be subject to the Deduction
Limitation.

6.3 DEATH PRIOR TO COMPLETION OF RETIREMENT BENEFIT OR TERMINATION BENEFIT.
If a Participant dies after Retirement or Termination of Employment but
before the Retirement Benefit or Termination Benefit is paid in full,
the Participant's unpaid Retirement Benefit or Termination Benefit
payments shall continue and shall be paid to the Participant's

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20
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Beneficiary over the remaining number of years and in the same amounts
as that benefit would have been paid to the Participant had the
Participant survived. Any payment made hereunder shall not be subject
to the Deduction Limitation.

ARTICLE 7
TERMINATION BENEFIT

7.1 TERMINATION BENEFIT. A Participant shall receive a Termination Benefit,
which shall be equal to the Participant's vested Account Balance if the
Participant experiences a Termination of Employment prior to his or her
Retirement or death.

7.2 PAYMENT OF TERMINATION BENEFIT. The Termination Benefit shall be paid
in a lump sum as follows: (i) if the Participant's Termination of
Employment occurs during January through June of any Plan Year, the
Termination Benefit shall be paid on or after January 2 of the Plan
Year following the Plan Year of the Participant's Termination of
Employment; (ii) if the Participant's Termination of Employment occurs
during July through December of any Plan Year, the Termination Benefit
shall be paid on or after July 2 of the Plan Year following the Plan
Year of the Participant's Termination of Employment.


ARTICLE 8
BENEFICIARY DESIGNATION

8.1 BENEFICIARY. Each Participant shall have the right, at any time, to
designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan upon the
death of a Participant. The Beneficiary designated under this Plan may
be the same as or different from the Beneficiary designation under any
other plan of the Company in which the Participant participates.

8.2 BENEFICIARY DESIGNATION/CHANGE. A Participant shall designate his or
her Beneficiary by completing and signing the Beneficiary Designation
Form and returning it to the Plan Committee. A Participant shall have
the right to change a Beneficiary by completing, signing and otherwise
complying with the terms of the Beneficiary Designation Form and the
Plan Committee's rules and procedures, as in effect from time to time.
Upon the acceptance by the Plan Committee of a new Beneficiary
Designation Form, all Beneficiary designations previously filed shall

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21
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be canceled. The Plan Committee shall be entitled to rely on the last
Beneficiary Designation Form filed by the Participant and delivered to
the Plan Committee prior to his or her death.

8.3 ACKNOWLEDGMENT. No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in
writing by the Plan Committee or its designated agent.

8.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a
Beneficiary as provided in Sections 8.1, 8.2 and 8.3 above or, if all
designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant's benefits, then the
Participant's designated Beneficiary shall be deemed to be his or her
surviving spouse, or, if the Participant has no surviving spouse, the
benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participant's
estate.

8.5 DOUBT AS TO BENEFICIARY. If the Plan Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the Plan
Committee shall have the right, exercisable in its sole discretion, to
cause the Company to withhold such payments until this matter is
resolved to the Plan Committee's satisfaction.

8.6 DISCHARGE OF OBLIGATIONS. The payment of benefits under the Plan to a
person believed in good faith by the Plan Committee to be a valid
Beneficiary shall fully and completely discharge the Company and the
Plan Committee from all further obligations under this Plan with
respect to the Participant, and that Participant's Plan Agreement shall
terminate upon such full payment of benefits. Neither the Plan
Committee nor the Company shall be obliged to search for any
Participant or Beneficiary beyond the sending of a registered letter to
such Participant's or Beneficiary's last known address. If the Plan
Committee notifies any Participant or Beneficiary that he or she is
entitled to an amount under the Plan and the Participant or Beneficiary
fails to claim such amount or make his or her location known to the
Plan Committee within three (3) years thereafter, then, except as
otherwise required by law, if the location of one or more of the next
of kin of the Participant is known to the Plan Committee, the Plan
Committee may direct distribution of such amount to any one or more or
all of such next of kin, and in such proportions as the Plan Committee
determines. If the location of none of the foregoing persons can be
determined, the Plan Committee shall have the right to direct that the

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22
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amount payable shall be deemed to be a forfeiture and paid to the
Company, except that the dollar amount of the forfeiture, unadjusted
for deemed gains or losses in the interim, shall be paid by the Company
if a claim for the benefit subsequently is made by the Participant or
the Beneficiary to whom it was payable. If a benefit payable to an
unlocated Participant or Beneficiary is subject to escheat pursuant to
applicable state law, neither the Plan Committee nor the Company shall
be liable to any person for any payment made in accordance with such
law.

ARTICLE 9
LEAVE OF ABSENCE

9.1 PAID LEAVE OF ABSENCE. If a Participant is authorized by the Company
for any reason to take a paid leave of absence from his or her service
to the Company, the Participant shall continue to be considered
employed by the Company, and the Annual Deferral Amount shall continue
to be withheld during such paid leave of absence in accordance with
Section 3.4.

9.2 UNPAID LEAVE OF ABSENCE. If a Participant is authorized by the Company
for any reason to take an unpaid leave of absence from his or her
service to the Company, the Participant shall continue to be considered
employed by the Company, and the Participant shall be excused from
making deferrals until the earlier of the date the leave of absence
expires or the Participant returns to a paid service status. Upon such
expiration or return, deferrals shall resume for the remaining portion
of the Plan Year in which the expiration or return occurs, based on the
deferral election, if any, made for that Plan Year. If no election was
made for that Plan Year, no deferral shall be withheld.

ARTICLE 10
TERMINATION/AMENDMENT/MODIFICATION

10.1 TERMINATION. Although the Sponsor anticipates that it will continue the
Plan for an indefinite period of time, the Sponsor reserves the right
to discontinue its sponsorship of the Plan and/or to terminate the Plan
at any time with respect to any or all of the Participants. No such
action may be taken without the approval of the Board. Upon a complete
or partial termination of the Plan, the Plan Agreements of the affected
Participants shall terminate and their vested Account Balances
(determined as if the affected participants had experienced a
Termination of Employment on the date of Plan termination or, if Plan
termination occurs after the date upon which a Participant was eligible
to Retire, then with respect to that Participant, as if he or she had
Retired on the date of Plan termination), shall, subject to Section
10.6, be paid to the Participants in accordance with their distribution
elections in effect at the time of the Plan termination.
Notwithstanding the preceding, if distribution of a Participant's
Account Balance as a result of the termination of the Plan is not

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permitted by Section 409A, the payment of the Account Balance shall be
made only after Plan benefits otherwise become due hereunder. The
termination of the Plan shall not adversely affect any Participant or
Beneficiary who has become entitled to the payment of any benefits
under the Plan as of the date of termination.

Without limiting the generality of the foregoing, but subject to
Section 409A, the Sponsor reserves the right to terminate the Plan (or
for a successor of the Sponsor to terminate the Plan), in its
discretion, and to distribute to Participants their vested Account
Balances within twelve (12) months of a Change In Control.

10.2 AMENDMENT. The Sponsor may, at any time, amend or modify the Plan in
whole or in part by the action of the Board; provided, however, that no
amendment or modification shall be effective to decrease or restrict
the value of a Participant's vested Account Balance in existence at the
time the amendment or modification is made, calculated as if the
Participant had experienced a Termination of Employment as of the
effective date of the amendment or modification or, if the amendment or
modification occurs after the date upon which the Participant was
eligible to Retire, the Participant had Retired as of the effective
date of the amendment or modification.

10.3 EFFECT OF PAYMENT. The full payment of the applicable benefit under
Articles 4, 5, 6 or 7 of the Plan shall completely discharge all
obligations to a Participant and his or her designated Beneficiaries
under this Plan and the Participant's Plan Agreement shall terminate.

10.4 AMENDMENT TO ENSURE PROPER CHARACTERIZATION OF THE PLAN.
Notwithstanding the previous Sections of this Article 10, the Plan may
be amended at any time, retroactively if required, if necessary, in the
opinion of the Board, to ensure that the Plan is characterized as a
"top hat" plan of deferred compensation maintained for a select group
of management or highly compensated employees, as described Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA, to conform the Plan to the
provisions of Section 409A, to ensure that amounts deferred under the
Plan are not taxable to a Participant under the Federal income tax laws
prior to the date on which such amounts are made available to the
Participant and to conform the Plan to the provisions and requirements
of any other applicable law (including ERISA and the Code).

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10.5 CHANGES IN LAW AFFECTING TAXABILITY.

(a) OPERATION. This Section shall become operative upon the
enactment of any change in applicable statutory law or the
promulgation by the Internal Revenue Service of a final
regulation or other pronouncement having the force of law,
which statutory law, as changed, or final regulation or
pronouncement, as promulgated, would cause any Participant to
include in his or her Federal gross income amounts deferred by
the Participant under the Plan on a date (an "Early Taxation
Event") prior to the date on which such amounts are made
available to him or her hereunder; provided, however, that no
portion of this Section shall become operative to the extent
that portion would result in a violation of Section 409A
(e.g., by causing an impermissible distribution under Section
409A).

(b) AFFECTED RIGHT OR FEATURE NULLIFIED. Notwithstanding any other
Section of this Plan to the contrary (but subject to
subsection (c), below), as of an Early Taxation Event, the
feature or features of this Plan that would cause the Early
Taxation Event shall be null and void, to the extent, and only
to the extent, required to prevent the Participant from being
required to include in his or her federal gross income amounts
deferred by the Participant under the Plan prior to the date
on which such amounts are made available to him or her
hereunder. If only a portion of a Participant's Account
Balance is impacted by the change in the law, then only such
portion shall be subject to this Section, with the remainder
of the Account Balance not so affected being subject to such
rights and features as if the law were not changed. If the law
only impacts Participants who have a certain status with
respect to the Company, then only such Participants shall be
subject to this Section.

(c) TAX DISTRIBUTION. If an Early Taxation Event is earlier than
the date on which the statute, regulation or pronouncement
giving rise to the Early Taxation Event is enacted or
promulgated, as applicable (i.e., if the change in the law is
retroactive), there shall be distributed to each Participant,
as soon as practicable following such date of enactment or
promulgation, the amounts that became taxable on the Early
Taxation Event.

10.6 PROHIBITED ACCELERATION/DISTRIBUTION TIMING. This Section shall take
precedence over any other provision of the Plan or this Article 10 to
the contrary. No provision of this Plan shall be followed if it would

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result in the acceleration of the time or schedule of any payment from
the Plan in a manner that would violate the requirements of Section
409A. In addition, if the timing of any distribution election would
result in any tax or other penalty (other than ordinarily payable
Federal, state or local income or payroll taxes), which tax or penalty
can be avoided by payment of the distribution at a later time, then the
distribution shall be made (or commence, as the case may be) on (or as
soon as practicable after) the first date on which such distributions
can be made (or commence) without such tax or penalty.

ARTICLE 11
ADMINISTRATION

11.1 ADMINISTRATION. Except as otherwise provided herein, the Plan shall be
administered by the Plan Committee. The Plan Committee shall be the
named fiduciary for purposes of the claims procedure set forth in
Article 13 only and shall, except as the Plan Committee may otherwise
determine, have authority to act to the full extent of its absolute
discretion to:

(a) Interpret the Plan;

(b) Resolve and determine all disputes or questions arising under
the Plan, including the power to determine the rights of
Participants and Beneficiaries, and their respective benefits,
and to remedy any ambiguities, inconsistencies or omissions in
the Plan;

(c) Create and revise rules and procedures for the administration
of the Plan and prescribe such forms as may be required for
Participants to make elections under, and otherwise
participate in, the Plan; and

(d) Take any other actions and make any other determinations as it
may deem necessary and proper for the administration of the
Plan.

Any expenses incurred in the administration of the Plan shall be paid
by the Sponsor or the Company.

11.2 DETERMINATIONS. Except as the Plan Committee may otherwise determine
(and subject to the claims procedure set forth in Article 13), all
decisions and determinations by the Plan Committee shall be final and
binding upon all Participants and Beneficiaries.

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11.3 GENERAL. No member of the Plan Committee shall participate in any
matter involving any questions relating solely to his own participation
or benefits under this Plan. The Plan Committee shall be entitled to
rely conclusively upon, and shall be fully protected in any action or
omission taken by it in good faith reliance upon, the advice or opinion
of any persons, firms or agents retained by it, including but not
limited to accountants, actuaries, counsel and other specialists.
Nothing in this Plan shall preclude the Sponsor or any Company from
indemnifying the members of the Plan Committee for all actions under
this Plan, or from purchasing liability insurance to protect such
persons with respect to the Plan.

ARTICLE 12
OTHER BENEFITS AND AGREEMENTS

12.1 COORDINATION WITH OTHER BENEFITS. The benefits provided for a
Participant or a Participant's Beneficiary under the Plan are in
addition to any other benefits available to such Participant under any
other plan or program for Employees of the Company. The Plan shall
supplement and shall not supersede, modify or amend any other such plan
or program except as may otherwise be expressly provided.

ARTICLE 13
CLAIMS PROCEDURES

13.1 SCOPE OF CLAIMS PROCEDURES. This Article is based on final regulations
issued by the Department of Labor and published in the Federal Register
on November 21, 2000 and codified at 29 C.F.R. section 2560.503-1. If
any provision of this Article conflicts with the requirements of those
regulations, the requirements of those regulations will prevail.

13.2 INITIAL CLAIM. Any claim arising out of or relating to the Plan shall
be filed with the Plan Committee. The Plan Committee shall review the
claim itself or appoint an individual or an entity to review the claim.

(a) INITIAL DECISION. The person making the claim (a "Claimant")
shall be notified within ninety (90) days after the claim is
filed whether the claim is allowed or denied, unless the
Claimant receives written notice from the Plan Committee or
appointee of the Plan Committee prior to the end of the ninety
(90) day period stating that special circumstances require an

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extension of the time for decision, such extension not to
extend beyond the day which is one hundred eighty (180) days
after the day the claim is filed.

(b) MANNER AND CONTENT OF DENIAL OF INITIAL CLAIMS. If the Plan
Committee denies a claim, it must provide to the Claimant, in
writing or by electronic communication:

(i) The specific reasons for the denial;

(ii) A reference to the Plan provision upon which the
denial is based;

(iii) A description of any additional information or
material that the Claimant must provide in order to
perfect the claim;

(iv) An explanation of why such additional material or
information is necessary;

(v) Notice that the Claimant has a right to request a
review of the claim denial and information on the
steps to be taken if the Claimant wishes to request a
review of the claim denial; and

(vi) A statement of the Participant's right to bring a
civil action under ERISA Section 502(a) following a
denial on review of the initial denial.

13.3 REVIEW PROCEDURES.

(a) REQUEST FOR REVIEW. A request for review of a denied claim
must be made in writing to the Plan Committee within sixty
(60) days after receiving notice of denial. The decision upon
review will be made within sixty (60) days after the Plan
Committee's receipt of a request for review, unless special
circumstances require an extension of time for processing, in
which case a decision will be rendered not later than one
hundred twenty (120) days after receipt of a request for
review. A notice of such an extension must be provided to the
Claimant within the initial sixty (60) day period and must
explain the special circumstances and provide an expected date
of decision.

The reviewer shall afford the Claimant an opportunity to
review and receive, without charge, all relevant documents,
information and records and to submit issues and comments in
writing to the Plan Committee. The reviewer shall take into

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account all comments, documents, records and other information
submitted by the Claimant relating to the claim regardless of
whether the information was submitted or considered in the
initial benefit determination.

(b) MANNER AND CONTENT OF NOTICE OF DECISION ON REVIEW. Upon
completion of its review of an adverse initial claim
determination, the Plan Committee will give the Claimant, in
writing or by electronic notification, a notice containing:

(i) its decision;

(ii) the specific reasons for the decision;

(iii) the relevant Plan provisions on which its decision is
based;

(iv) a statement that the Claimant is entitled to receive,
upon request and without charge, reasonable access
to, and copies of, all documents, records and other
information in the Plan's files which is relevant to
the Claimant's claim for benefits;

(v) a statement describing the Claimant's right to bring
an action for judicial review under ERISA Section
502(a); and

(vi) if an internal rule, guideline, protocol or other
similar criterion was relied upon in making the
adverse determination on review, a statement that a
copy of the rule, guideline, protocol or other
similar criterion will be provided without charge to
the Claimant upon request.

13.4 CALCULATION OF TIME PERIODS. For purposes of the time periods specified
in this Article, the period of time during which a benefit
determination is required to be made begins at the time a claim is
filed in accordance with the Plan procedures without regard to whether
all the information necessary to make a decision accompanies the claim.
If a period of time is extended due to a Claimant's failure to submit
all information necessary, the period for making the determination
shall be tolled from the date the notification is sent to the Claimant
until the date the Claimant responds.

13.5 LEGAL ACTION. A Claimant's compliance with the foregoing provisions of
this Article is a mandatory prerequisite to a Claimant's right to
commence any legal action with respect to any claims for benefits under

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the Plan. A Claimant must bring legal action within two (2) years of
when the claim first arose, otherwise such Claimant shall be barred
from bringing legal action.

ARTICLE 14
TRUST

14.1 ESTABLISHMENT OF THE TRUST. The Company may, in its sole discretion,
establish the Trust, in which event the Company intends, but is not
required, to contribute to the Trust at such times and in such amounts
as the Company shall determine appropriate, assets to provide for its
future liabilities created with respect to the Annual Deferral Amounts,
Annual Company Discretionary Amounts, and Annual Company Discretionary
Benefit Restoration Amounts for the Participants.

14.2 INTERRELATIONSHIP OF THE PLAN AND THE TRUST. The provisions of the Plan
and the Plan Agreement shall govern the rights of a Participant with
respect to amounts deferred under the Plan. The provisions of the Trust
shall govern the rights of the Company, Participants and the creditors
of the Company to the assets held by the Trust. The Company shall at
all times remain liable to carry out its obligations under the Plan.

14.3 INVESTMENT OF TRUST ASSETS. The trustee of the Trust shall be
authorized, upon written instructions received from the Plan Committee
or investment manager appointed by the Plan Committee, to invest and
reinvest the assets of the Trust in accordance with the applicable
Trust agreement, including the reinvestment of the proceeds in one or
more investment vehicles designated by the Plan Committee.

14.4 DISTRIBUTIONS FROM THE TRUST. The Company's obligations under the Plan
may be satisfied with Trust assets distributed pursuant to the terms of
the Trust, and any such distribution shall reduce the Company's
obligations under this Plan.

ARTICLE 15
MISCELLANEOUS

15.1 STATUS OF PLAN. The Plan is intended to be a plan that is not qualified
within the meaning of Code Section 401(a) and that "is unfunded and is
maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees" within the meaning of Sections 201(2), 301(a)(3)

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and 401(a)(1) of ERISA. The Plan shall be administered and interpreted
to the extent possible in a manner consistent with that intent.

15.2 UNSECURED GENERAL CREDITOR. Participants and their Beneficiaries,
heirs, successors and assigns shall have no legal or equitable rights,
interests or claims in any property or assets of the Company. For
purposes of the payment of benefits 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 to pay
money in the future.

15.3 COMPANY'S LIABILITY. The Company's liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement. The
Company shall have no obligation to a Participant under the Plan except
as expressly provided in the Plan and his or her Plan Agreement.

15.4 NONASSIGNABILITY. Neither a Participant nor any other person shall have
any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts deferred hereunder, or
any part thereof, which are, and all rights to which are expressly
declared to be, unassignable and non-transferable. Except as set forth
in Section 15.15, no part of the amounts deferred hereunder shall,
prior to actual payment, be subject to seizure, attachment, garnishment
or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, be
transferable by operation of law in the event of a Participant's or any
other person's bankruptcy or insolvency or be transferable to a spouse
as a result of a property settlement or otherwise.

15.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between the
Company and the Participant. Subject to any employment agreement to
which the Company and the Participant may be parties, such employment
is hereby acknowledged to be an "at will" employment relationship that
can be terminated at any time for any reason, or no reason, with or
without cause, and with or without notice, unless expressly provided in
a written employment agreement. Nothing in this Plan shall be deemed to
give a Participant the right to be retained in the service of the
Company or to interfere with the right of the Company to discipline or
discharge the Participant at any time.

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15.6 FURNISHING INFORMATION. A Participant or his or her Beneficiary will
cooperate with the Plan Committee by furnishing any and all information
requested by the Plan Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and the
payments of benefits hereunder, including but not limited to taking
such physical examinations as the Plan Committee may deem necessary.

15.7 TERMS. Whenever any words are used herein in the masculine, they shall
be construed as though they were in the feminine in all cases where
they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were
used in the plural or the singular, as the case may be, in all cases
where they would so apply.

15.8 CAPTIONS. The captions of the articles, sections and paragraphs of this
Plan are for convenience only and shall not control or affect the
meaning or construction of any of its provisions.

15.9 GOVERNING LAW. Subject to ERISA, the provisions of this Plan shall be
construed and interpreted according to the internal laws of the State
of Georgia without regard to its conflicts of laws principles.

15.10 NOTICE. Any notice or filing required or permitted to be given to the
Plan Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address
below:

Director of Benefits
Benefits Administration
Rollins, Inc. Deferred Compensation Plan
Rollins, Inc.
2170 Piedmont Road NE
Atlanta, Georgia 30324

Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered,
or sent by mail, to the last known address of the Participant.

Such notices or filings shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the
postmark on the receipt for registration or certification.

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15.11 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Company and its successors and assigns and the
Participant and the Participant's designated Beneficiaries.

15.12 SPOUSE'S INTEREST. The interest in the benefits hereunder of a spouse
of a Participant who has predeceased the Participant shall
automatically pass to the Participant and shall not be transferable by
such spouse in any manner, including but not limited to such spouse's
will, nor shall such interest pass under the laws of intestate
succession.

15.13 VALIDITY. In case any provision of this Plan shall be illegal or
invalid for any reason, said illegality or invalidity shall not affect
the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been
inserted herein.

15.14 INCOMPETENT. If the Plan Committee determines in its discretion that a
benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of
that person's property, the Plan Committee may direct payment of such
benefit to the guardian, legal representative or person having the care
and custody of such minor, incompetent or incapable person. The Plan
Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the
benefit. Any payment of a benefit shall be a payment for the account of
the Participant and the Participant's Beneficiary, as the case may be,
and shall be a complete discharge of any liability under the Plan for
such payment amount.

15.15 COURT ORDER. The Plan Committee is authorized to make any payments
directed by court order in any action in which the Plan or the Plan
Committee has been named as a party. In addition, if a court determines
that a spouse or former spouse of a Participant has an interest in the
Participant's benefits under the Plan under applicable community
property or similar laws, the Plan Committee, in its sole discretion,
shall have the right, notwithstanding any election made by a
Participant, to immediately distribute the spouse's or former spouse's
interest in the Participant's benefits under the Plan to that spouse or
former spouse in accordance with Section 409A.

15.16 INSURANCE. The Company, on its own behalf or on behalf of the trustee
of the Trust, and, in its sole discretion, may apply for and procure
insurance on the life of a Participant, in such amounts and in such
forms as the Company may choose. The Company or the trustee of the
Trust, as the case may be, shall be the sole owner and beneficiary of
any such insurance. The Participant shall have no interest whatsoever

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in any such policy or policies, and at the request of the Company shall
submit to medical examinations and supply such information and execute
such documents as may be required by the insurance company or companies
to whom the Company has applied for insurance.

15.17 AGGREGATION OF EMPLOYERS. To the extent required under Section 409A, if
the Company is a member of a controlled group of corporations or a
group of trades or business under common control (as described in Code
ss.414(b) or (c)), all members of the group shall be treated as a
single Company for purposes of whether there has occurred a Separation
from Service and for any other purposes under the Plan as Section 409A
shall require.

IN WITNESS WHEREOF, the Sponsor has signed this Plan document as of
July 1, 2005.

ROLLINS, INC.


By:
------------------------------------

Title:
---------------------------------





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