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<SEC-DOCUMENT>0000914062-04-000571.txt : 20041223
<SEC-HEADER>0000914062-04-000571.hdr.sgml : 20041223
<ACCEPTANCE-DATETIME>20041222202130
ACCESSION NUMBER:		0000914062-04-000571
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20041221
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Termination of a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041223
DATE AS OF CHANGE:		20041222

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MARINE PRODUCTS CORP
		CENTRAL INDEX KEY:			0001129155
		STANDARD INDUSTRIAL CLASSIFICATION:	SHIP & BOAT BUILDING & REPAIRING [3730]
		IRS NUMBER:				582572419
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-16263
		FILM NUMBER:		041222198

	BUSINESS ADDRESS:	
		STREET 1:		2170 PIEDMONT ROAD NE
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30324
		BUSINESS PHONE:		4043212140

	MAIL ADDRESS:	
		STREET 1:		2170 PIEDMONT ROAD NE
		CITY:			ATLANTA
		STATE:			GA
		ZIP:			30324
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>mpc8k122104.txt
<DESCRIPTION>8-K (SERP AMENDMENT)
<TEXT>
- -------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                        --------------------------------

                                    FORM 8-K
                        --------------------------------

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): DECEMBER 21, 2004

                        --------------------------------

                           MARINE PRODUCTS CORPORATION
             (Exact name of registrant as specified in its charter)

                        --------------------------------

      DELAWARE                         1-6263                   58- 2572419
(State or Other Jurisdiction   (Commission File Number)        (IRS Employer
    of Incorporation)                                        Identification No.)

               2170 PIEDMONT ROAD NE, ATLANTA, GEORGIA           30324
               (Address of principal executive office)        (zip code)

       Registrant's telephone number, including area code: (404) 321-7910
                                       N/A
          (Former name or former address, if changed since last report)

                        --------------------------------

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     |_| Written  communications  pursuant to Rule 425 under the  Securities Act
(17 CFR 230.425)

     |_| Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
Exchange Act (17 CFR 240.14d-2(b))

     |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
Exchange Act (17 CFR 240.13e-4(c))

- --------------------------------------------------------------------------------
<PAGE>

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Amended and Restated Supplemental Retirement Plan.

     On December 21, 2004, Marine Products  Corporation (the "Company")  amended
and restated its  Supplemental  Retirement  Plan (the  "Plan").  The  amendments
become  effective  on January 1, 2005.  All  deferrals of  compensation  and all
company  contributions under the Plan,  including those made prior to January 1,
2005 but not yet  distributed,  will be subject to the new  terms.  The  Company
intends the Plan,  as restated,  to comply with the  provisions  of the American
Jobs Creation Act of 2004 (which added Section 409A to the Internal Revenue Code
and imposed new  requirements on deferred  compensation  arrangements),  and the
provisions  of the Plan will be  construed  in a manner  consistent  with  those
requirements.

     Participants.  The employees  eligible to participate in the Plan are those
who are both A) eligible to participate in top hat plans  generally  under ERISA
and B) selected by the Committee administrating the Plan (the "Committee").  The
Committee must consist of at least two officers and/or  directors of the Company
appointed by the Company's  Compensation  Committee.  The current members of the
Committee are Richard A. Hubbell, President and Chief Executive Officer, and Ben
M. Palmer, Vice President, Chief Financial Officer and Treasurer.

     All of the "Named  Executive  Officers" of the Company have been invited by
the  Committee  to  participate  with  respect to fiscal year 2005.  Messrs.  R.
Randall Rollins,  Chairman of the Board, Mr. Hubbell, and Mr. Palmer declined to
participate in the Plan. However,  Mr. Hubbell and Mr. Palmer participate in the
Supplemental  Retirement  Plan of RPC,  Inc.  ("RPC"),  which is  described in a
Current  Report  on Form  8-K  filed  with  the  U.S.  Securities  and  Exchange
Commission on this date by RPC. Mr. James A. Lane, Jr., Executive Vice President
and  President  of Chaparral  Boats,  Inc.  (who was named as a Named  Executive
Officer in the Company's  proxy  statement for its annual meeting held in 2004),
and Ms. Linda H. Graham,  Vice  President and  Secretary  (who is expected to be
named as a Named  Executive  Officer in the  Company's  proxy  statement for its
annual meeting to be held in 2005), have elected to participate in the Plan.

     Ms. Graham is also a Participant  in the  Supplemental  Retirement  Plan of
RPC, Inc. ("RPC"), which is described in a Current Report on Form 8-K filed with
the U.S.  Securities  and Exchange  Commission  on this date by RPC. None of the
participants  has any  material  relationships  with the  Company  or any of its
affiliates,   including  RPC,  apart  from  their  respective  relationships  as
directors and employees of the Company and its affiliates,  ownership of Company
and affiliate securities, and as otherwise previously disclosed in the Company's
last filed annual proxy statement.

     Each of the  above-named  officers,  except  Mr.  Lane,  serves in the same
capacity for RPC, an affiliate of the Company.

     Salary and Bonus Deferrals. Participants may defer up to 25% of base salary
and up to 50% of their  annual  bonus and  commissions,  subject  to an  overall
maximum of $500,000 in any given year. However,  deferral amounts may be reduced
if  necessary  to  allow  the  Company  to  satisfy   withholding   and  similar


                                      -2-
<PAGE>

obligations.  Participants  must make their  deferral  elections for base salary
during a single annual enrollment period ending prior to the end of the calendar
year  preceding  the year in which the services  will be  performed  (or in such
other  time and  manner  that  complies  with  Section  409A of the Code and any
regulatory  or  other  guidance  issued  thereunder).   Deferral  elections  for
performance-based  compensation  must be made at least six months before the end
of the performance period. Deferral elections for all other compensation must be
made no later than the close of the calendar  year prior to the beginning of the
period during which services are performed for which the  compensation  is paid,
unless the Committee determines otherwise.

     Company   Contributions.   The  Company  makes  certain  "Enhanced  Benefit
Contributions"  under the Plan on behalf of certain Participants of long service
to the Company who were forty years of age or older on December  31,  2002.  The
Company  makes  the  "Enhanced  Benefit  Contributions"  (as  disclosed  in  the
Company's  last filed  annual  proxy  statement)  in lieu of the  benefits  that
previously  accrued under the RPC, Inc.  Retirement  Income Plan,  which existed
prior to the Company's spin-off from RPC.  Additional  benefits ceased to accrue
under the RPC, Inc.  Retirement  Income Plan effective March 31, 2002.  Enhanced
Benefit  Contributions are made annually,  for a maximum of 7 years,  subject to
the Participant's continued employment with the Company. Comparable payments are
made on behalf of qualifying  employees  through the Company's 401(k) plan. (RPC
also makes Enhanced Benefit Contributions under its Supplemental  Retirement and
401(k) plans.)

     Mr.  Lane is the only Named  Executive  Officer  who  receives  an Enhanced
Benefit Contribution under the Company's Plan, although Mr. Hubbell receives one
under the RPC, Inc. Supplemental Retirement Plan. Mr. Lane's Enhanced Benefit is
$21,350.50 per year. The Company has retained absolute  discretion to reduce the
amount of Enhanced  Benefit  Contributions  at any time for any reason,  and may
elect not to make any such  contributions at all. The Company  currently expects
that Mr. Lane's last Enhanced Benefit  Contribution will be made with respect to
fiscal year 2008.

     In addition to the  Enhanced  Benefit  Contributions,  the Company may make
discretionary  contributions  on behalf of a  Participant  under the Plan in any
amount  and at any  time.  The  Company  has no  obligation  to  make  any  such
discretionary contribution,  has no current plans to make such a contribution on
behalf of any Named Executive Officer,  and has never made any such contribution
under the Supplemental Retirement Plan since its creation in August of 2002.

     Account  Maintenance,   Accounting  and  Earnings.  The  Company  maintains
bookkeeping  accounts with respect to all  deferrals and Company  contributions.
The accounts are entirely  unfunded.  Participants  are generally 100% vested in
the amounts credited to their accounts,  but discretionary  contributions may be
subject to a vesting schedule.  Accounts are credited with hypothetical earnings
based on certain "Deemed  Investments."  Participants  select Deemed Investments
from a list of  third-party  investment  vehicles  selected by the Committee and
specify an  allocation  among them.  Subject to  restrictions  on the timing and
number of permitted changes  established by the Committee,  and other conditions
specified in the Plan,  Participants  may alter the  allocation  of their Deemed
Investments on any business day. Altered allocations  generally become effective


                                      -3-
<PAGE>

on the first  business  day  following  the date the change is  requested by the
Participant.

     Account  values are  calculated as if the funds from  deferrals and Company
contributions  had  been  converted  into  shares  or other  ownership  units of
selected Deemed  Investments by purchasing (or selling,  where relevant) same at
the current purchase price of the relevant Deemed  Investment at the time of the
Participant's  selection.  No such  purchases  are  actually  made on  behalf of
Participants,  and Participants do not have any real or beneficial  ownership in
the actual securities which a Deemed Investment tracks.

     Plan  benefits  are  unsecured  general  obligations  of the Company to the
Participants,  and these  obligations  rank in parity with the  Company's  other
unsecured and unsubordinated  indebtedness.  Thus, deferrals of compensation and
Company  contributions  are recorded on the  Company's  balance sheet as pension
liabilities,  and changes in the fair value of these liabilities are recorded as
compensation cost on the Company's statement of income.

     The Company has  established a "rabbi  trust," which it uses to voluntarily
set aside amounts that approximate  deferrals and contributions  under the Plan.
The  purpose of the trust is to use the  amounts  set aside in the trust and the
earnings  thereon to fund  distributions  under the Plan. Trust assets cannot be
used for any other purpose unless the Company becomes insolvent,  in which event
they may become subject to claims of the Company's other creditors. Trust assets
are marked to market and  reported as "other  assets" on the  Company's  balance
sheet.  However,  because the trust is nonrevocable,  trust assets are no longer
available to fund future  operations  by the Company.  There is no tax deduction
available for amounts contributed to the trust or earnings thereon, nor is there
a deduction at the time  compensation is deferred under the Plan.  However,  the
Company  will  generally  be  entitled  to  deduct  amounts   distributed  to  a
Participant when the Participant  includes the amounts distributed in his or her
income for federal  income tax  purposes,  which would  generally be expected to
occur at the time the distribution is made.

     While the Company  expects the funds in the trust to be  sufficient to fund
its liability to Participants  under the Plan,  there is no guarantee that trust
assets will always be sufficient to fund Plan  benefits.  To the extent that the
Company's  obligations  under the Plan exceed assets  available under the trust,
the Company  would be required to seek  additional  funding  sources to fund its
liability  under the Plan. The Company may decide to cease future funding of the
trust,  or alter the way in which funds held thereby are  invested,  at any time
for any reason.

     Prior to the  restatement of the Plan, the Company  invested assets held by
the rabbi trust in mutual funds,  as previously  disclosed.  The amount of trust
assets  and  liabilities  under  the Plan  have  remained  substantially  equal.
However,  tax liabilities accruing with respect to earnings on trust assets were
not charged to the trust.  In connection  with the  restatement of the Plan, the
Company  has  altered  the  investment  policies  of the  trust in a way that is
designed to prevent trust earnings from producing taxable income to the Company.

     Distributions.  Generally,  distributions of deferred amounts are made upon
the earliest of death, disability, retirement or other termination of employment
(a  "Termination  Event").  However,  for deferrals of salary and bonus (but not


                                      -4-
<PAGE>

Company contributions),  Participants may designate a distribution date which is
prior to a Termination  Event (an "In Service  Distribution  Date"). In order to
designate an In Service  Distribution  Date, the designation must be made at the
time the  Participant  elects to defer the  compensation.  A Participant may not
have more than three In Service Distribution Dates designated at any given time.

     Subject to certain  requirements  imposed by Section  409A of the  Internal
Revenue Code, Participants may extend an In Service Distribution Date to a later
In Service  Distribution Date. However,  the extension must be for at least five
years,  and it must be made at least 13 months before the  unextended In Service
Distribution   Date.  If  a  Termination  Event  occurs  before  an  In  Service
Distribution Date, all amounts will be distributable upon the Termination Event,
regardless of any In Service Distribution Dates that may have been designated.

     Generally,  a Participant may elect to receive distributions under the Plan
in installments  or lump sum payments.  However,  account  balances of less than
$10,000 must be paid in a single lump sum.

     Material  Changes.   The  material  amendments  to  the  Plan  include  the
following:

     o    Certain key employees  (which  includes all of the  Company's  current
          Named Executive  Officers) must now wait 6 months after  separation of
          service before receiving termination payments.

     o    Participants  may  now  select  In  Service   Distribution  Dates  for
          deferrals,  subject to certain  limitations  set forth in the Plan and
          described further above.

     o    The amount of  compensation  that may be  deferred  under the Plan has
          been  increased  from  the  previous  limitations  of  20%  of  annual
          compensation and an overall cap of $200,000 in a given year.

In addition,  as noted above, the Company has altered the investment strategy of
the related rabbi trust  (which,  as discussed  above,  was created to provide a
source of funding for Plan benefits) in a way designed to prevent trust earnings
from producing taxable income to the Company.

A copy of the Plan is filed  with this  Current  Report  on Form 8-K as  Exhibit
99.1 and is incorporated herein by reference.

ITEM 1.02 TERMINATION OF MATERIAL DEFINITIVE AGREEMENT.

     On  December  21,  2004,  the  Company  amended  and  restated  the Plan as
described in Item 1.01 above, the contents of which are  incorporated  herein by
reference.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a) Financial Statements.


                                      -5-
<PAGE>

     (b)  Pro Forma Financial Information

     (c)  Exhibits.

          Exhibit
          Number    Description
          ------    -----------

          99.1      Marine Products Corporation Supplemental Retirement Plan, as
                    amended and restated on December 21, 2004


                                   -6-
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, Marine
Products  Corporation  has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                     MARINE PRODUCTS CORPORATION



Date: December 22, 2004             /s/Ben M. Palmer
                                    -------------------------------------------
                                    Ben M. Palmer, Vice President,
                                    Chief Financial Officer and Treasurer



                                      -7-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>mpc8k122104ex99.txt
<DESCRIPTION>SUPPLEMENTAL RETIREMENT PLAN
<TEXT>
                                                                    EXHIBIT 99.1

                              AMENDED AND RESTATED

                           MARINE PRODUCTS CORPORATION


                          SUPPLEMENTAL RETIREMENT PLAN





                            EFFECTIVE JANUARY 1, 2005





<PAGE>

                                TABLE OF CONTENTS

ARTICLE I  PURPOSE AND EFFECTIVE DATE......................................1

1.1      Background........................................................1

1.2      Purpose of Plan...................................................1

1.3      Tax Compliance....................................................1

1.4      Certain Transitional Matters......................................1

ARTICLE II  DEFINITIONS....................................................2

2.1      Account...........................................................2

2.2      Account Balance...................................................2

2.3      Allocation Election...............................................2

2.4      Annual Valuation Date.............................................2

2.5      Beneficiary.......................................................2

2.6      Change in Control.................................................2

2.7      Code..............................................................2

2.8      Committee.........................................................2

2.9      Company...........................................................2

2.10     Company Contributions.............................................3

2.11     Compensation......................................................3

2.12     Compensation Deferral Agreement...................................3

2.13     Death Benefit.....................................................3

2.14     Deemed Investment.................................................3

2.15     Deferral Period...................................................3

2.16     Deferred Compensation Account.....................................4

2.17     Disability........................................................4

2.18     Disability Benefit................................................4

2.19     Eligible Employee.................................................4

2.20     Employee..........................................................4

2.21     Enhanced Benefit Contribution.....................................4

2.22     ERISA.............................................................4

2.23     In Service Distribution...........................................4

2.24     In Service Account................................................4

2.25     In Service Distribution Date......................................5

2.26     In Service Valuation Date.........................................5
<PAGE>

2.27     Investment Option.................................................5

2.28     Participant.......................................................5

2.29     Participating Employer............................................5

2.30     Payment Schedule..................................................5

2.31     Performance-Based Compensation....................................5

2.32     Plan..............................................................5

2.33     Plan Administrator................................................5

2.34     Plan Year.........................................................6

2.35     Retirement/Termination Benefit....................................6

2.36     Retirement/Termination Account....................................6

2.37     Termination of Employment.........................................6

2.38     Termination Valuation Date........................................6

2.39     Unforeseeable Emergency...........................................6

ARTICLE III  ELIGIBILITY AND PARTICIPATION.................................6

3.1      Eligibility and Participation.....................................6

3.2      Duration..........................................................7

3.3      Revocation of Future Participation................................7

3.4      Notification......................................................7

ARTICLE IV  DEFERRAL ELECTIONS, COMPANY CONTRIBUTIONS AND
         PARTICIPANT ACCOUNT VALUATION.....................................7

4.1      Deferral Elections................................................7

4.2      In Service Distribution Date Election.............................9

4.3      Company Contributions and Vesting................................10

4.4      Allocation Elections and Valuation of Accounts...................11

4.5      Beneficiary Designation..........................................12

ARTICLE V  DISTRIBUTIONS AND WITHDRAWALS..................................12

5.1      In Service Distributions.........................................12

5.2      Retirement/Termination Benefit Distribution......................13

5.3      Installment Payments.............................................13

5.4      Small Account Balance Lump Sum Payment...........................13

5.5       Disability Benefit..............................................13

5.6      Death Benefit....................................................13

5.7      Unforeseeable Emergency..........................................13

5.8      Court Order......................................................14

                                       ii
<PAGE>

5.9      Change in Control................................................14

ARTICLE VI  ADMINISTRATION................................................14

6.1      Plan Administration..............................................14

6.2      Withholding......................................................14

6.3      Indemnification..................................................14

6.4      Expenses.........................................................15

6.5      Delegation of Authority..........................................15

6.6      Binding Decisions or Actions.....................................15

ARTICLE VII  AMENDMENT AND TERMINATION....................................15

ARTICLE VIII  INFORMAL FUNDING............................................15

8.1      General Assets...................................................15

8.2      Rabbi Trust......................................................16

ARTICLE IX  CLAIMS........................................................16

9.1      Claim............................................................16

9.2      Filing a Claim...................................................16

9.3      Appeal of Denied Claims..........................................17

9.4      Legal Action.....................................................18

9.5      Discretion of Committee..........................................18

ARTICLE X  MISCELLANEOUS..................................................18

10.1     Adoption by Affiliates...........................................18

10.2     Anti-assignment Rule.............................................19

10.3     No Legal or Equitable Rights or Interest.........................19

10.4     No Employment Contract...........................................19

10.5     Headings.........................................................19

10.6     Invalid or Unenforceable Provisions..............................19

10.7     Governing Law....................................................19


                                      iii
<PAGE>

                                    ARTICLE I

                           PURPOSE AND EFFECTIVE DATE

     1.1 Background.  Effective October 1, 2002, Marine Products Corporation,  a
Delaware  corporation (the "Company"),  adopted the Marine Products  Corporation
Supplemental Retirement Plan (the "Prior Plan").

     1.2 Purpose of Plan. The Company hereby amends and restates the Prior Plan,
effective  January  1, 2005 (the  "Effective  Date").  The  purpose  of the Plan
continues to be to provide Participants with an opportunity to defer the receipt
of a portion of their salary, bonus, and other specified cash compensation.  The
Plan is not intended to meet the qualification requirements of Section 401(a) of
the Code. Rather, the Plan is intended to be treated as an unfunded  arrangement
providing  deferred  compensation to eligible employees who are part of a select
group of  management  or highly  compensated  employees  within  the  meaning of
Sections 201, 301 and 401 of ERISA. Thus, the Plan is intended to be exempt from
the  requirements  of Parts 2, 3 and 4 of Title I of ERISA as a "top hat"  plan,
and to be eligible for the  alternative  method of compliance  for reporting and
disclosure which is available for such plans.

     1.3 Tax  Compliance.  This Plan is intended to comply with  Section 409A of
the Code and any regulatory and other guidance issued under such Section. At the
time the  provisions  of this Plan were  finalized  prior to the January 1, 2005
effective date, the Department of Treasury had not yet issued  regulations under
Section 409A of the Code. It is the Company's  intention  that any terms of this
Plan that conflict with such future guidance shall be null and void and that any
terms that are missing from the Plan which such guidance  would require the Plan
contain to comply  with the  requirements  of Section  409A of the Code shall be
incorporated  into the Plan.  To that end,  once such  guidance  is issued,  the
Company shall conform the Plan to the  requirements  of Section 409A of the Code
and the regulations and other interpretive authority promulgated thereunder.

     1.4  Certain  Transitional  Matters.  Notwithstanding  anything  herein  or
otherwise to the contrary,  with respect to deferrals and Company  Contributions
credited to  Participants'  Accounts for Deferral Periods prior to the Effective
Date, and Deemed Investment earnings thereon (collectively,  "Pre-Effective Date
Deferrals"):

          (a)  Such   Pre-Effective   Date   Deferrals   will  be   credited  to
Participants'   Retirement/Termination  Accounts.  No  In  Service  Distribution
elections may be made with respect to Pre-Effective Date Deferrals; and

          (b)  No  changes  may  be  made  to  the  Payment   Schedule  for  any
Pre-Effective  Date  Deferrals  except  as set  forth  in  Section  4.1(i).  For
avoidance of doubt, an election to change a Participant's  Payment  Schedule for
Pre-Effective  Date Deferrals to a single lump sum may not be made if, as of the
Effective Date, such Pre-Effective Date Deferrals would otherwise have been paid
in installments under the terms of the Prior Plan.


<PAGE>

                                   ARTICLE II

                                   DEFINITIONS

     For  purposes of this Plan,  the  following  terms shall have the  meanings
indicated, unless the context clearly indicates otherwise:

     2.1  Account.  "Account"  means a  bookkeeping  account  maintained  by the
Company  to  record  Participant  deferrals,   Company   Contributions,   Deemed
Investments,  distributions,  and such other  transactions,  if any, that may be
required to administer the Plan. An Account shall be utilized solely as a device
to determine the value of the deferrals and Company  Contributions to be paid to
a Participant  under the Plan. An Account shall not  constitute or be treated as
an escrow,  trust fund, or any other type of funded  account for federal  income
tax purposes,  or for purposes of ERISA,  and amounts credited thereto shall not
be considered "plan assets" for federal income tax purposes,  or for purposes of
ERISA.

     2.2 Account Balance.  "Account Balance" means, with respect to the Deferred
Compensation  Account  or any  component  Account,  the  total  value of all the
Investment   Options   in  which  the   Participant   deferrals,   and   Company
Contributions,  have been  Deemed  Invested as of a specific  date,  taking into
account the value of all distributions from the Account.

     2.3  Allocation  Election.  "Allocation  Election"  means  a  choice  by  a
Participant of one or more Investment  Options in which  Participant  deferrals,
Company  Contributions  and/or existing Account Balances are Deemed Invested for
purposes of determining the value of a particular Account.

     2.4 Annual Valuation Date. "Annual Valuation Date" means the anniversary of
the  Termination  Valuation  Date  or In  Service  Valuation  Date  utilized  to
determine the amount of an annual installment payment.

     2.5  Beneficiary.  "Beneficiary"  means the  person,  or  persons or entity
designated  by a  Participant  in  accordance  with  Section  4.5 to receive the
benefits to which a Beneficiary  is entitled  pursuant to the  provisions of the
Plan.

     2.6 Change in Control.  "Change in Control" means a change in the ownership
or effective control of the Company,  or the ownership of a substantial  portion
of the assets of the  Company,  as defined by the  Secretary  of the Treasury in
regulations to be issued under Section 409A of the Code.

     2.7 Code.  "Code" means the Internal  Revenue Code of 1986, as amended from
time to time.

     2.8  Committee.  "Committee"  means a  committee  of at least two  officers
and/or directors of the Company  appointed by the Compensation  Committee of the
Board of Directors of the Company, each of whom shall serve until the earlier of
Termination of Employment or  appointment  of a replacement by the  Compensation
Committee.

     2.9  Company.  "Company"  means  Marine  Products  Corporation,  a Delaware
corporation.


                                       2
<PAGE>

     2.10 Company Contributions.  "Company Contributions" means Enhanced Benefit
Contributions and discretionary Company Contributions pursuant to Section 4.3(b)
made with respect to a Participant.

     2.11  Compensation.  "Compensation"  means, for purposes of this Plan, base
salary  (including any deferred salary under a Code Section 401(k) or 125 plan),
bonus, commission,  and such other cash or equity-based compensation approved by
the Committee as Compensation for purposes of this Plan.

     2.12 Compensation  Deferral  Agreement.  "Compensation  Deferral Agreement"
means the written deferral election form furnished by the Plan Administrator, or
the  screen  or  screens  on  the  Participant  website  approved  by  the  Plan
Administrator,  on which a  Participant  agrees to  participate  in the Plan, be
bound by the  provisions of the Plan  document,  and elects:  (a) the amount and
type of Compensation  to be deferred  beginning on the first day of the Deferral
Period;  (b) any In Service  Distribution Dates for that year's, or a portion of
that year's,  deferrals; and (c) the Participant's Payment Schedule election for
the Retirement/Termination  Benefit and for In Service Distributions;  provided,
however,  that the  Compensation  Deferral  Agreement may not change an existing
Payment Schedule  election except to the extent permitted by Sections 4.1(i) and
4.2(c).

     2.13 Death  Benefit.  "Death  Benefit"  means a  distribution  of the total
amount of the Participant's Deferred Compensation Account Balance, including any
remaining unpaid In Service Account Balances, to the Participant's Beneficiaries
in accordance with Section 5.6.

     2.14 Deemed Investment.  A "Deemed Investment" (or "Deemed Invested") means
the  conversion  of  a  dollar  amount  of  deferred  Compensation  and  Company
Contributions (if any) credited to a Participant's Deferred Compensation Account
into  notional  shares or units of ownership  (or a fraction of such measures of
ownership,  if applicable) of a security (e.g., mutual fund or other investment)
in accordance  with the  Investment  Options  selected by the  Participant.  The
conversion shall occur as if shares (or units) of the designated investment were
being  purchased (or sold, as the case may be), at the purchase  price as of the
close  of  business  on  the  day  on  which  the  Deemed   Investment   occurs.
Notwithstanding the foregoing,  at no time shall a Participant have or be deemed
to have any real or  beneficial  ownership  in the actual  security to which the
Investment  Option refers,  irrespective of whether such a Deemed  Investment is
mirrored by an actual identical investment by the Company or a trustee acting on
behalf of the Company.

     2.15  Deferral  Period.  "Deferral  Period"  means the period  over which a
Participant  has  elected  to defer a portion of his or her  Compensation.  Each
calendar  year shall be a separate  Deferral  Period.  However,  for the initial
Deferral  Period  under the Plan for a  newly-eligible  employee,  the  Deferral
Period shall be the portion of the calendar year following timely  submission of
a Compensation Deferral Agreement to the Plan Administrator.



                                       3
<PAGE>


     2.16 Deferred Compensation Account.  "Deferred  Compensation Account" means
the Account that records the total  liability of the Company to the  Participant
at  any  point  in  time,   and   includes   all  In   Service   Accounts,   the
Retirement/Termination  Account,  and any other  Account  maintained by the Plan
Administrator (e.g., a separate Company Contribution  Account) to administer the
Plan.

     2.17  Disability.  "Disability"  means that a Participant  is (i) unable to
engage  in  any  substantial   gainful  activity  by  reason  of  any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or can be  expected  to last for a  continuous  period of not less than 12
months, or (ii) is, by reason of any medically  determinable  physical or mental
impairment which can be expected to result in death or be expected to last for a
continuous  period  of not less than 12  months,  receiving  income  replacement
benefits for a period of not less than three months under an accident and health
plan covering employees of the Participant's employer.

     2.18 Disability Benefit.  "Disability Benefit" means payment by the Company
or Participating  Employer of the Participant's  Deferred  Compensation  Account
Balance, including all unpaid In Service Account Balances, to the Participant in
accordance  with  the  Participant's   Retirement/Termination   Benefit  Payment
Schedule election.

     2.19 Eligible Employee.  "Eligible  Employee" means an Employee who is part
of a select group of management or highly  compensated  employees of the Company
(which also includes for this purpose its subsidiaries and affiliated companies)
within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and who
is selected by the  Committee  to  participate  in the Plan in  accordance  with
Section 3.1(a).

     2.20  Employee.  "Employee"  means a  full-time  salaried  employee  of the
Company or a Participating Employer.

     2.21 Enhanced Benefit  Contribution.  "Enhanced Benefit Contribution" means
an annual Company  Contribution in the amounts and to the Participants set forth
on Exhibit A if certain requirements of Section 4.3(a) are satisfied.

     2.22 ERISA.  "ERISA" means the Employee  Retirement  Income Security Act of
1974, as amended from time to time.

     2.23 In Service Distribution.  "In Service Distribution" means a payment by
the  Company or a  Participating  Employer to the  Participant  following a date
selected by the Participant  (such date, an "In Service  Distribution  Date") of
the  amount  represented  by the  Account  Balance  in the  In  Service  Account
pertaining to that In Service Distribution Date. In Service  Distributions shall
be made in  accordance  with a  Participant's  In Service  Distribution  Payment
Schedule election.

     2.24 In Service  Account.  "In Service  Account"  means a separate  Account
created when a Participant  elects a new In Service  Distribution Date (i.e., an
In Service Distribution Date for which an Account has not been established) with
respect to a portion, or all, of his or her deferred Compensation.



                                       4
<PAGE>

     2.25 In Service Distribution Date. "In Service Distribution Date" means the
date selected by the  Participant  following  which the In Service  Distribution
Account Balance is distributed in accordance with the  Participant's  In Service
Distribution Payment Schedule election.

     2.26 In Service  Valuation Date. "In Service Valuation Date" means the last
day of the calendar month in which the In Service Distribution Date falls.

     2.27 Investment Option.  "Investment Option" means a notional share or unit
of ownership (or a fraction of any of such measure of ownership,  as applicable)
of a security  representing an investment in a third-party  investment  vehicle,
including  (without  limitation)  a mutual  fund,  stock,  or  other  investment
approved by the  Committee to be used to determine  Deemed  Investment  earnings
(positive  or  negative)  on amounts  credited  to  Participants'  Accounts.  No
Participant  shall have a real or beneficial  ownership in the security or other
investment represented by the Investment Option.  Notwithstanding the foregoing,
in no event may an  Investment  Option be common  stock in the Company or any of
its affiliates.

     2.28  Participant.  "Participant"  means an Eligible  Employee who: (a) has
elected to defer  Compensation in accordance with the Plan in any Plan Year; (b)
has received (or is entitled to receive) a Company  Contribution;  or (c) has an
Account Balance in his or her Deferred Compensation Account greater than zero. A
Participant's  continued  participation in the Plan shall be governed by Section
3.2 of the Plan.

     2.29 Participating Employer. "Participating Employer" means a subsidiary or
affiliate of the Company that has adopted the Plan for Eligible  Employees  that
it employs  and that  assumes  responsibility  for  payment of  benefits  to its
Participant  Employees in accordance  with the terms of the Plan. As of the date
hereof,  Chaparral Boats,  Inc. is a Participating  Employer.  "Employers" shall
mean the Company and all Participating Employers when the context so requires.

     2.30 Payment Schedule.  "Payment Schedule" means the method and timing of a
distribution (e.g.,  single lump sum or installment  payments) as elected by the
Participant for distributions  that permit Payment Schedule  elections under the
Plan.

     2.31 Performance-Based Compensation. "Performance-Based Compensation" means
Compensation  that is based on services  performed  over a period of at least 12
months and is  contingent on the  satisfaction  of  pre-established  performance
criteria  that is not  readily  ascertainable  at the time of the  Participant's
deferral  election,  as determined  by the Committee in accordance  with Section
409A of the Code and the regulation and other guidance issued thereunder.

     2.32  Plan.  "Plan"  means the  Marine  Products  Corporation Supplemental
Retirement  Plan,  as  documented  herein  and as may be amended from time to
time hereafter.

     2.33 Plan  Administrator.  "Plan  Administrator"  means one or more persons
appointed by the Committee who are responsible for such record keeping and other
administrative  responsibilities  assigned to the Plan Administrator pursuant to
the Plan and/or delegated to it by the Committee.



                                       5
<PAGE>

     2.34 Plan Year. "Plan Year" means January 1 through December 31.

     2.35 Retirement/Termination Benefit. "Retirement/Termination Benefit" means
a payment by the Company or Participating Employer of the Participant's Deferred
Compensation Account Balance,  including all unpaid In Service Account balances,
to the  Participant  in  accordance  with  the  Participant's  Payment  Schedule
election or as otherwise specified in Article V of the Plan.

     2.36 Retirement/Termination Account. "Retirement/Termination Account" means
that portion of the Deferred  Compensation  Account not  allocated to In Service
Accounts.

     2.37   Termination  of  Employment.   "Termination  of  Employment"   means
separation from service with the Company (or the Participating  Employer that is
the Participant's employer), for any reason. The foregoing notwithstanding, if a
Participant transfers to the employ of a Participating Employer (or the Company)
after  terminating  employment  with  another  Participating  Employer  (or  the
Company),  no  Termination  of  Employment  shall be deemed to have occurred for
purposes of this Plan.

     2.38  Termination  Valuation Date.  "Termination  Valuation Date" means the
last day of the  calendar  month  in which  Termination  of  Employment  occurs;
provided,  however,  if a Participant is a "specified  employee" for purposes of
Section  409A(a)(2)(B)(i) of the Code on the date that Termination of Employment
occurs, then the Termination Valuation Date shall mean the last day of the month
that is at least  six  months  after  the date that  Termination  of  Employment
occurs.

     2.39  Unforeseeable  Emergency.  "Unforeseeable  Emergency"  means a severe
financial  hardship to the Participant  resulting from an illness or accident of
the Participant, the Participant's spouse, or a dependent (as defined in Section
152(a) of the Code) of the Participant,  loss of the Participant's  property due
to casualty,  or other similar  extraordinary  and  unforeseeable  circumstances
arising as a result of events  beyond the control of the  Participant.  The term
"Unforeseeable  Emergency"  shall be interpreted  for purposes of this Plan in a
manner consistent with Section 409A(a)(2)(B)(ii) of the Code and the regulations
and other guidance issued thereunder.

                                   ARTICLE III

                          ELIGIBILITY AND PARTICIPATION

     3.1 Eligibility and Participation.

          (a)  Eligibility.   The  Committee  shall   determine,   in  its  sole
discretion, those Employees who will be eligible to participate in the Plan.

          (b)  Participation.  An Eligible  Employee may elect to participate in
this Plan with  respect to any  Deferral  Period by  submitting  a  Compensation
Deferral Agreement to the Plan  Administrator,  prior to the date established by
the Plan  Administrator,  in the calendar year immediately prior to the Deferral
Period.



                                       6
<PAGE>

          (c) Partial Year Participation.  If an Employee first becomes eligible
to participate during a calendar year, a Compensation Deferral Agreement must be
submitted to the Plan  Administrator no later than 30 days following the date on
which the Employee was notified of the Employee's  eligibility to participate in
accordance  with Section 3.4.  Such  Compensation  Deferral  Agreement  shall be
effective  only  with  regard  to  Compensation  for  services  to be  performed
subsequent  to the receipt of the  Compensation  Deferral  Agreement by the Plan
Administrator.

     3.2 Duration.  Once an Employee  becomes a Participant,  the Employee shall
continue  to be a  Participant  so  long  as he or she is  entitled  to  receive
benefits hereunder,  notwithstanding  any subsequent  Termination of Employment;
provided,  however,  that a Participant  who has  experienced  a Termination  of
Employment  shall not be allowed to make  future  deferrals  or to have  Company
Contributions  credited to his or her Deferred  Compensation  Account under this
Plan.

     3.3 Revocation of Future  Participation.  Notwithstanding the provisions of
Section  3.2,  but subject to Section  409A of the Code and the  regulation  and
other guidance issued  thereunder,  the Committee may revoke such  Participant's
eligibility to make future  deferrals  under this Plan. Such revocation will not
affect in any  manner a  Participant's  Deferred  Compensation  Account or other
terms of this Plan.

     3.4 Notification. Each Employee who becomes eligible to participate in this
Plan shall be notified by the Plan  Administrator of his or her eligibility to
participate and be given an opportunity to make deferral elections hereunder.

                                   ARTICLE IV

   DEFERRAL ELECTIONS, COMPANY CONTRIBUTIONS AND PARTICIPANT ACCOUNT VALUATION

     4.1 Deferral Elections.

          (a) Deferral  elections  shall be made by completing and submitting to
the Plan Administrator the Compensation Deferral Agreement (or by completing and
electronically  submitting  the  deferral  election  screen  on the  Participant
website, when available).  Deferral elections pertaining to base salary shall be
made during a single annual  enrollment  period which shall end prior to the end
of the calendar year  preceding the year in which the services will be performed
or in such other time and manner that complies with Section 409A of the Code and
any  regulatory or other  guidance  issued  thereunder.  Deferral  elections for
Performance-Based  Compensation  shall be made no later than six months prior to
the end of the period over which  performance is evaluated in order to determine
the amount of the bonus.  Unless  otherwise  determined  by the Committee in its
sole  discretion  in  accordance  with  Section  409A of the Code and  published
guidance relating thereto,  deferral elections  pertaining to other Compensation
shall  be made no  later  than  the  close  of the  calendar  year  prior to the
beginning  of the period  during  which  services  are  performed  for which the
Compensation is paid.

          (b)  Notwithstanding  the  foregoing,  a newly  Eligible  Employee who
becomes  eligible to be a  Participant  during any Plan Year may, in the initial


                                       7
<PAGE>

year of eligibility  only, make deferral  elections with respect to Compensation
which will be earned  during the balance of the  Deferral  Period in  accordance
with Section 3.1(c).

          (c)  Deferral  elections  shall be  effective  for an entire  Deferral
Period, and shall remain in effect from Deferral Period to Deferral Period until
modified or revoked by the  Participant  by delivering a  Compensation  Deferral
Agreement to the Plan  Administrator (or by making the appropriate  elections on
the Participant website screen) prior to the end of an annual enrollment period.
Such  modification or revocation  shall become effective on the first day of the
Deferral  Period  following  the  calendar  year in which  the  modification  or
revocation was made.

          (d) A deferral  election shall designate the amount of Compensation to
be deferred  during the Deferral  Period  either in a dollar  amount or in whole
percentages.  Separate  deferral  elections  may be made for each  component  of
Compensation.  Deferral elections will be subject to the following  limitations:
(i) for base  salary,  the maximum  deferral  percentage  will be 25%,  (ii) for
bonuses and commissions,  the maximum deferral percentage will be 50%, and (iii)
the maximum  dollar  amount of  permissible  deferrals  in any Plan Year for the
combination of base salary, bonus and commission deferrals will be $500,000.

          (e) The foregoing  paragraphs under this Section 4.1  notwithstanding,
if a  Participant's  deferral  election  results  in  insufficient  non-deferred
Compensation   from  which  to  withhold  taxes  and/or  welfare   benefit  plan
obligations in accordance  with  applicable  law and welfare plan  participation
agreements,  the  deferral  election  shall be reduced as necessary to allow the
Company to  satisfy  tax  withholding  requirements  and  welfare  benefit  plan
obligations incurred by the Participant.

          (f) All  deferrals  will be  credited to the  appropriate  Account and
Deemed Investments will be made in the investments represented by the Investment
Options  selected by the Participant as of the close of business on the Deferral
Date, or as otherwise provided by the Committee.  For base salary, the "Deferral
Date" means each payday  during the Deferral  Period.  For other  components  of
Compensation (e.g.,  commissions or bonuses), the "Deferral Date" means the date
such component of Compensation is (or would otherwise be) paid.

          (g) A deferral election will be irrevocable  except that the Committee
may permit a Participant to reduce the amount  deferred,  or waive the remainder
of the deferral election,  upon a finding, in its sole and absolute  discretion,
that the Participant has suffered an Unforeseeable  Emergency.  If the Committee
grants  the  application,  the  Participant  will not be  allowed  to make a new
deferral  election  for the  remainder  of the  Deferral  Period  in  which  the
reduction or waiver of the deferral  election occurs and the following  Deferral
Period.  Any resumption of the Participant's  deferrals will be made only at the
election of the Participant in accordance with this Article IV.

          (h)  The  Compensation  Deferral  Agreement  (or  Participant  website
screen) shall indicate the  Participant's  election of a Payment  Schedule for a
Participant's   Retirement/Termination  Benefit.  Permissible  Payment  Schedule
elections for the Retirement/Termination Benefit include: (i) a portion, or all,
in a single lump sum payable as soon as administratively  practicable  following
the Termination Valuation Date; and (ii) the balance (if any) in up to 10 annual
installment  payments  payable at the time described in Section 5.3. An election


                                       8
<PAGE>

of a Retirement/Termination Benefit Payment Schedule shall pertain to the entire
Retirement/Termination  Benefit Account  Balance;  provided,  however,  that the
Compensation  Deferral  Agreement  may not change an existing  Payment  Schedule
election  except to the extent  permitted by Section 4.1(i) below. To the extent
permitted by Section 409A of the Code and  regulations and other guidance issued
thereunder,   a  Participant   may  elect  a  separate   Payment   Schedule  for
Retirement/Termination Benefits following a Change in Control.

          (i) No changes may be made to a  Participant's  Retirement/Termination
Payment Schedule  election unless:  (i) such election is made at least 13 months
prior to the Participant's  date of Termination of Employment;  (ii) such change
does  not  accelerate  previously  elected  payments  (e.g.,  does  not  shorten
installment periods or change installment payments to lump sum payments),  (iii)
the first  payment with respect to which such  election is made is not less than
five years from the date such payment  would  otherwise  have been made and (iv)
such change fully complies with Section 409A of the Code and the regulations and
other   guidance   issued   thereunder.    Any   change   to   a   Participant's
Retirement/Termination Payment Schedule election shall be made on a Compensation
Deferral Agreement or by following such procedures  regarding changes to Payment
Schedule elections on the Participant website, when available.

          (j) Any Payment Schedule election made within 13 months of Termination
of  Employment  shall be null and void,  and the most  recent  payment  schedule
election  which is dated at least 13 months prior to  Termination  of Employment
shall be deemed to be in effect. In the event a Participant has not made a valid
Payment Schedule election, the Retirement/Termination  Benefit will be paid in a
single lump sum.

          (k) Amounts credited to a Participant's Retirement/Termination Account
shall at all times remain credited to the  Participant's  Retirement/Termination
Account until distributed to the Participant or the  Participant's  Beneficiary.
Amounts  credited to a Participant's  Retirement/Termination  Account may not be
credited or  reallocated to an In Service  Account  established on behalf of the
Participant.

     4.2 In Service Distribution Date Election.

          (a) A Participant  will be allowed to elect on his or her Compensation
Deferral  Agreement  (or  Participant  website  screen)  one or more In  Service
Distribution Dates relating to all or a portion of the deferred Compensation for
that Deferral Period. The Plan Administrator  shall create an In Service Account
for each separate In Service  Distribution  Date.  If an In Service  Account has
already been  established for the In Service  Distribution  Date selected by the
Participant,  such  portion of  deferred  Compensation  shall be credited to the
existing In Service Account.

          (b) A Participant may maintain no more than three In Service  Accounts
at any time.

          (c) No change  (including a cancellation) may be made to an In Service
Distribution  Date  unless:  (i) the date the change of election is submitted to
the  Plan  Administrator  is  at  least  13  months  prior  to  the  In  Service
Distribution  Date  intended  to be  changed;  (ii) the  resulting  distribution
commencement  date  is no  less  than  five  full  years  from  the  In  Service
Distribution  Date being extended;  and (iii) such In Service  Distribution Date


                                       9
<PAGE>

change (or cancellation) otherwise complies in all respects with Section 409A of
the  Code  and  the   regulations   and  other   guidance   issued   thereunder.
Notwithstanding  anything  herein  or  otherwise  to the  contrary,  In  Service
Distribution Dates may not be accelerated.  An change (including a cancellation)
to an In Service Distribution Date must be made by submitting a new Compensation
Deferral  Agreement  or such  other  form  as may be  provided  for by the  Plan
Administrator  for In Service  Distribution  Date changes (or by completing  and
electronically  submitting the appropriate  screen on the  Participant  website,
when  available).  If a new  In  Service  Distribution  Date  corresponds  to an
existing In Service  Distribution Date, the In Service Accounts will be combined
into  one  In  Service  Account.  A  change  or  cancellation  to an In  Service
Distribution  Date must be made with  respect to the  entire In Service  Account
Balance. A change or cancellation will not affect other In Service Distributions
or the Participant's ability to make new In Service Distribution  elections with
respect  to  future  deferrals  as  long  as  the  total  number  of In  Service
Distribution Dates does not exceed three.

          (d)  Any  portion  of  a  deferral  not  credited  to  an  In  Service
Distribution Account will be credited to the Retirement/Termination Account.

          (e) The  Compensation  Deferral  Agreement  shall  also  indicate  the
Participant's  Payment Schedule election for each In Service  Distribution Date.
Permissible  Payment  Schedules for In Service  Distributions  are: (i) a single
lump sum or (ii) from two to five annual installment payments.

          (f) No  changes  may be made to a  Participant's  In  Service  Payment
Schedule election unless:  (i) such election is made at least 13 months prior to
the In  Service  Distribution  Date being  changed;  (ii) such  change  does not
accelerate  previously  elected  payments  (e.g.,  does not shorten  installment
periods or change  installment  payments to lump sum payments),  (iii) the first
payment with respect to which such  election is made is not less than five years
from the date such payment would  otherwise  have been made and (iv) such change
fully  complies  with  Section  409A of the Code and the  regulations  and other
guidance issued  thereunder.  Any change to a  Participant's  In Service Payment
Schedule  election  shall be made on a  Compensation  Deferral  Agreement  or by
following such procedures regarding changes to Payment Schedule elections on the
Participant website, when available.

     4.3 Company Contributions and Vesting.

          (a) Enhanced Benefit Contribution. Certain Participants, identified on
Exhibit A, are eligible for the Enhanced  Benefit  Contribution.  Beginning with
the 2005 Plan Year and each Plan Year thereafter  through and including the 2008
Plan Year,  the  Company  may,  in its sole  discretion,  credit to an  eligible
Participant's  Retirement/Termination  Account the amount indicated on Exhibit A
provided that such  Participant is still employed by his or her Employer through
the last day of the applicable  Plan Year. Such  contribution  (if made) will be
effective on the last day of the applicable  Plan Year. If a Participant  who is
eligible for the Enhanced Benefit Contribution  terminates employment before the
last day of any Plan Year,  the Enhanced  Benefit  Contribution  amount shall be
zero. Enhanced Benefit Contributions are 100% vested.

          (b) Company Discretionary  Contributions.  In addition to the Enhanced
Benefit  Contribution in Section 4.3(a) above,  the Company may, in its sole and
absolute  discretion,  make discretionary  Company  Contributions to one or more
Participants.  Discretionary  Company  Contributions  shall be  credited at such


                                       10
<PAGE>

times and in such amounts as the Company in its sole discretion  shall determine
to an eligible Participant's  Retirement/Termination  Account. The Company shall
have no obligation to make discretionary Company Contributions  pursuant to this
Section  4.3(b).  Each  discretionary  Company  Contribution,   and  the  Deemed
Investment earnings thereon,  shall be subject to a vesting schedule established
by the Company and communicated by the Plan Administrator to the Participant. If
no vesting  schedule has been  communicated  to a Participant  with respect to a
discretionary  Company  Contribution  pursuant  to  this  Section  4.3(b),  such
discretionary  Company  Contribution  shall  vest  at the end of the  Plan  Year
following the Plan Year during which the discretionary  Company Contribution was
credited to the Participant's Account.

          (c) Deemed Investments of Company  Contributions  shall be made in the
same manner as for deferrals as described in Section 4.4 on the date the Company
Contribution is credited to the Participant's Account.

     4.4 Allocation Elections and Valuation of Accounts.

          (a) A  Participant  shall be allowed to select one or more  Investment
Options from a list provided by the  Committee.  The initial  election  shall be
made on the  Allocation  Election form approved by the Committee (or  Allocation
Election screen on the Participant  website approved by the Committee) and shall
specify the allocations among the Investment Options selected. A Participant may
make different Allocation  Elections for each Account. A Participant's  Accounts
shall be  valued  as the sum of the value of all  Deemed  Investments  minus any
withdrawals or distributions from the relevant Account. Investment Options shall
be  utilized  to  determine  the value of an Account.  Elections  of  Investment
Options do not represent actual ownership of, nor ownership rights in or to, the
securities or other  investments to which the Investment  Options refer,  nor is
the  Company  in  any  way  bound  or   directed  to  make  actual   investments
corresponding to Deemed Investments.

          (b) The Committee,  in its sole discretion,  shall be permitted to add
or remove  Investment  Options  provided that any such  additions or removals of
Investment  Options  shall not be effective  with respect to any period prior to
the effective date of such change. Any unallocated  portion of an Account or any
unallocated  portion of new deferrals  shall be Deemed Invested in an Investment
Option referring to a money market based fund.

          (c) A Participant  may make a new Allocation  Election with respect to
future deferrals or current Account  Balances (or both),  provided that such new
allocations  shall  be in  increments  of 1% and  apply  to the  entire  Account
Balance.  Subject to restrictions on the timing and number of permitted  changes
to  Allocation   Elections  within  certain  time  periods  established  by  the
Committee,  new  Allocation  Elections may be made on any business day, and will
become effective on the first business day following the date the new Allocation
Election is requested by the Participant.

          (d) Notwithstanding anything herein to the contrary, the Company shall
have the sole and exclusive  authority to invest any or all amounts set aside to
pay  benefits  hereunder,   regardless  of  any  Allocation   Elections  by  any
Participant.  A  Participant's  Allocation  Election  shall be used  solely  for
purposes  of  determining  the value of his or her  Accounts  and the  Company's
obligation to the Participant pursuant to this Plan.



                                       11
<PAGE>

     4.5 Beneficiary Designation.

          (a) Subject to Section 4.5(c),  each Participant shall have the right,
at any time, to designate one or more persons or an entity as Beneficiary  (both
primary as well as secondary) to whom benefits under this Plan are to be paid in
the event of such  Participant's  death  prior to complete  distribution  of the
Participant's  Accounts. Each beneficiary designation shall be in a written form
prescribed by the Plan Administrator and shall be effective only when filed with
the Plan Administrator during the Participant's lifetime.

          (b) Subject to Section 4.5(c), any Beneficiary designation, other than
a Participant's spouse, may be changed by the Participant without the consent of
the previously  named  Beneficiary by filing a new Beneficiary  designation form
with the Plan Administrator.  The filing of a new properly-completed Beneficiary
designation shall cancel all Beneficiary designations previously made.

          (c) If the  Participant  resides in a community  property  state,  any
Beneficiary  designation  shall be valid or effective  only as  permitted  under
applicable law.

          (d) If a Participant  fails to designate a  Beneficiary  in the manner
provided  in  Section  4.5(a)  above  and  subject  to  Section  4.5(c),  if the
Beneficiary  designation is void, or if the Beneficiary designated by a deceased
Participant  dies before the Participant or before complete  distribution of the
Participant's Accounts, the Participant's Beneficiary shall be the person in the
first of the following classes in which there is a survivor:

               (i)  The Participant's spouse;

               (ii) The Participant's  children in equal shares,  except that if
                    any of the children  predeceases  the Participant but leaves
                    issue  surviving,  then such issue shall  take,  by right of
                    representation,  the share the  parent  would  have taken if
                    then living; or

              (iii) The Participant's estate.

                                    ARTICLE V

                          DISTRIBUTIONS AND WITHDRAWALS

     5.1 In Service  Distributions.  Subject to the requirements of Section 409A
of the Code:

          (a) Each In Service  Distribution shall be paid in accordance with the
Payment  Schedule  election  made with  respect  thereto,  beginning  as soon as
administratively  practicable  following the In Service  Distribution  Valuation
Date.  In the event a  Participant  has elected  installment  payments for an In
Service Distribution,  the installment payments shall be determined as set forth
in Section 5.4.

          (b) Notwithstanding a Participant's  election to receive an In Service
Distribution,  all In Service Account Balances shall be distributable as part of


                                       12
<PAGE>

a  Retirement/Termination,  Disability,  or Death Benefit if the triggering date
for  such  Benefit  occurs  prior  to the  completion  of  payments  elected  in
connection with any In Service Distribution Date.

     5.2   Retirement/Termination   Benefit   Distribution.   Subject   to   the
requirements  of  Section  409A of the  Code,  in the event  that a  Participant
experiences a Termination of Employment, the Retirement/Termination Benefit will
be  paid  to  such   Participant   in   accordance   with   such   Participant's
Retirement/Termination     Benefit    Payment     Schedule     election.     The
Retirement/Termination Benefit will be paid (or the first payment will commence)
by the  Company  or the  Participating  Employer  as  soon  as  administratively
practicable following the Termination Valuation Date.

     5.3  Installment  Payments.  If the  Participant  has  elected  installment
payments   for   his  or  her   Participant's   Retirement/Termination   Benefit
distribution  or an In Service  Distribution,  annual cash payments will be made
beginning  as soon as  administratively  practicable  following  the  applicable
Valuation  Date  (Termination  or In Service) or, in the event of a partial lump
sum election,  following the first  anniversary  of the partial lump sum payment
made following Termination of Employment.  Such payments shall continue annually
on or about the anniversary of the previous installment payment until the number
of installment  payments  elected has been paid. The installment  payment amount
shall be determined  annually as the result of a  calculation,  performed on the
Annual Valuation Date, where (i) is divided by (ii):

               (i)  equals  the value of the  applicable  Account  on the Annual
                    Valuation Date; and

               (ii) equals the remaining number of installment payments.

     5.4 Small  Account  Balance Lump Sum  Payment.  Anything to the contrary in
this Plan notwithstanding,  in the event that a Participant's Account Balance is
less  than  $10,000  on  the  initial  Termination  or In  Service  Distribution
Valuation Date, the In Service Distribution or  Retirement/Termination  Benefit,
as  applicable,  shall  be paid in a single  lump  sum and any  form of  payment
election to the contrary shall be null and void.

     5.5 Disability  Benefit.  In the event a Participant  suffers a Disability,
the Disability Benefit shall be paid by the Company or Participating Employer as
soon as  administratively  practicable  following the Valuation Date, which, for
purposes of the Disability  Benefit,  shall be the end of the month in which the
onset of Disability occurs.

     5.6 Death  Benefit.  In the event of a  Participant's  death either  before
Termination  of Employment  or before  complete  distribution  of any In Service
Distribution or  Retirement/Termination  Benefit, such Participant's Beneficiary
shall  be  paid  a  Death  Benefit  in the  amount  of  the  remaining  Deferred
Compensation  Account  Balance  in a  single  lump  sum as soon  as  practicable
following the end of the month in which the  Participant's  death occurred.  The
Valuation Date for purposes of  determining  the Death Benefit shall be the last
day of the month in which the Participant's death occurs.

     5.7 Unforeseeable  Emergency.  A Participant may request, in writing to the
Plan Administrator,  a withdrawal from his or her Deferred  Compensation Account
if  the   Participant   experiences  an   Unforeseeable   Emergency.   The  Plan


                                       13
<PAGE>

Administrator, in its sole discretion, shall determine whether a Participant has
experienced an  Unforeseeable  Emergency.  Withdrawals of amounts  because of an
Unforeseeable  Emergency are limited to the extent  reasonably needed to satisfy
the emergency need, which cannot be met with other resources of the Participant.
The amount of such Unforeseeable  Emergency withdrawal shall be subtracted first
from the vested  portion  of the  Participant's  Retirement/Termination  Account
until  depleted  and then from the In  Service  Distribution  Accounts  (if any)
beginning  with the most  distant  distribution  commencement  date.  Values for
purposes of administering  this Section shall be determined on the date the Plan
Administrator approves the amount of the Unforeseeable Emergency withdrawal,  or
such other date determined by the Plan Administrator.

     5.8 Court  Order.  Subject to  restrictions  imposed by Section 409A of the
Code,  if  any,  in the  event  a  court  of  competent  jurisdiction  orders  a
distribution  of part, or all, of a  Participant's  Account  pursuant to a valid
judgment or court order, the Plan Administrator shall make a distribution to the
Participant  or other  recipient  named in the  judgment  or court  order in the
amount necessary to satisfy the judgment or court order.

     5.9 Change in Control.  To the extent  permitted  by  regulations  or other
guidance issued by the Secretary of the Treasury under Section 409A of the Code,
distributions  payable as a result of  Termination  of  Employment  following  a
Change in Control shall be paid pursuant to the Payment Schedule selected by the
Participant   in   his   or   her   Compensation    Deferral   Agreement.    For
Retirement/Termination  Benefit  distributions  following a Change in Control, a
Participant  may select any of the Payment  Schedules  available  under  Section
4.1(h).  This  Section  5.9 will not  apply  until  such  regulations  (or other
applicable guidance) are effective.

                                   ARTICLE VI

                                 ADMINISTRATION

     6.1 Plan Administration.  This Plan shall be administered by the Committee,
which shall have discretionary  authority to make, amend,  interpret and enforce
all appropriate rules and regulations for the administration of this Plan and to
utilize its discretion to decide or resolve any and all questions, including but
not limited to eligibility for benefits and interpretations of this Plan and its
terms,  as may arise in connection  with the Plan.  Claims for benefits shall be
filed with the Committee and resolved in accordance  with the claims  procedures
in Article IX.

     6.2  Withholding.  The Employer  shall have the right to withhold  from any
payment  made under the Plan (or any amount  deferred  under the Plan) any taxes
required  by law to be withheld in respect of such  payment  (or  deferral).  In
addition,  the  Employer  shall  also  have the  right to  withhold  from  other
Compensation  or other amounts  payable to the  Participant,  or require payment
from the Participant, for any taxes required by law to be withheld in respect of
payments and/or deferrals under the Plan.

     6.3  Indemnification.  The Company  shall  indemnify and hold harmless each
employee, officer, director, agent or organization,  to whom or to which duties,
responsibilities,  and authority with respect to  administration of the Plan are
delegated,  against  all  claims,  liabilities,  fines  and  penalties,  and all
expenses  reasonably  incurred by or imposed upon him, her or it (including  but
not limited to reasonable  attorney fees) which arise as a result of his, her or
its  actions  or  failure  to  act  in   connection   with  the   operation  and
administration  of the Plan to the extent  lawfully  allowable and to the extent
that  such  claim,  liability,  fine,  penalty,  or  expense  is not paid for by
liability  insurance  purchased or paid for by the Company.  Notwithstanding the


                                       14
<PAGE>

foregoing,  the Company shall not indemnify any person or  organization  if his,
her or its  actions  or failure  to act are due to gross  negligence  or willful
misconduct or for any such amount incurred  through any settlement or compromise
of any action  unless the  Company  consents  in writing to such  settlement  or
compromise.

     6.4 Expenses.  The expenses of administering  the Plan shall be paid by the
Company.

     6.5  Delegation  of  Authority.  In the  administration  of this Plan,  the
Committee   may,  from  time  to  time,   employ  agents   (including  the  Plan
Administrator) and delegate to them such  administrative  duties as it sees fit,
and may from time to time consult with legal counsel who may be legal counsel to
the Company. To the extent that such responsibilities have been delegated to the
Plan  Administrator  by the Committee,  the Plan  Administrator  may also employ
agents and delegate to them such  administrative  duties as it sees fit, and may
from time to time  consult  with legal  counsel who may be legal  counsel to the
Company

     6.6 Binding  Decisions or Actions.  The decision or action of the Committee
in  respect  of  any  question   arising  out  of  or  in  connection  with  the
administration,  interpretation  and  application  of the Plan and the rules and
regulations  thereunder  shall be final  and  conclusive  and  binding  upon all
persons having any interest in the Plan.

                                   ARTICLE VII

                            AMENDMENT AND TERMINATION

     The Plan is intended to be  permanent,  but the  Committee  may at any time
modify, amend, or terminate the Plan, provided that such modification, amendment
or  termination  shall not cancel,  reduce,  or otherwise  adversely  affect the
amount of benefits of any Participant  accrued (and any form of payment elected)
as of the date of any such modification,  amendment, or termination, without the
consent of the Participant.

                                  ARTICLE VIII

                                INFORMAL FUNDING

     8.1 General  Assets.  All benefits in respect of a  Participant  under this
Plan shall be paid directly from the general funds of the Employer,  or a "rabbi
trust"  created by the  Company and funded by the  Employers  for the purpose of
informally  funding the Plan,  and other than such rabbi trust,  if created,  no
special or separate fund shall be established and no other segregation of assets
shall be made to assure  payment.  No Participant,  spouse or Beneficiary  shall
have any right,  title or interest  whatever in or to any  investments  which an
Employer  may make to aid the  Employer  in meeting  its  obligation  hereunder.
Nothing  contained in this Plan, and no action taken pursuant to its provisions,
shall  create or be  construed  to create a trust of any  kind,  or a  fiduciary
relationship,  between the  Employer or any if its  subsidiaries  or  affiliated
companies and any Employee,  Participant,  spouse of an Employee or Participant,
or  Beneficiary.  To the  extent  that any  person  acquires  a right to receive
payments from the Employer hereunder,  such rights are no greater than the right
of an unsecured general creditor of the Employer.




                                       15
<PAGE>

     8.2 Rabbi  Trust.  The  Company  may, at its sole  discretion,  establish a
grantor trust,  commonly known as a "rabbi trust", as a vehicle for accumulating
the assets needed to pay the promised benefit, but the Company shall be under no
obligation to establish any such trust or any other  informal  funding  vehicle.
Any trust established hereunder shall comply with the applicable requirements of
Section  409A  of the  Code  and  the  regulations  and  other  guidance  issued
thereunder.

                                   ARTICLE IX

                                     CLAIMS

     9.1  Claim.  The  Committee  shall  establish  rules and  procedures  to be
followed by Participants  and  Beneficiaries  in (a) filing claims for benefits,
and (b)  furnishing  and  verifying  proofs  necessary to establish the right to
benefits in  accordance  with this Plan,  consistent  with the remainder of this
Article IX. Such rules and  regulations  shall require that claims and proofs be
made in writing and directed by the Committee.

     9.2 Filing a Claim.  Any controversy or claim arising out of or relating to
the Plan shall be filed with the Committee  which shall make all  determinations
concerning such claim. Any decision by the Committee denying such claim shall be
in writing and shall be delivered to the  Participant or Beneficiary  filing the
claim ("Claimant").

          (a) In General.  Notice of a denial of benefits (other than Disability
benefits)  will be  provided  within 90 days of the  Committee's  receipt of the
Claimant's  claim  for  benefits.  If the  Committee  determines  that it  needs
additional  time to review the claim,  the  Committee  will provide the Claimant
with a notice of the extension before the end of the initial 90-day period.  The
extension  will  not be more  than 90 days  from the end of the  initial  90-day
period and the notice of extension will explain the special  circumstances  that
require  the  extension  and the date by which the  Committee  expects to make a
decision.

          (b) Disability Benefits.  Notice of denial of Disability benefits will
be provided  within 45 days of the Committee's  receipt of the Claimant's  claim
for Disability  benefits.  If the Committee  determines that it needs additional
time to review the  Disability  claim,  the Committee  will provide the Claimant
with a notice of the extension  before the end of the initial 45-day period.  If
the  Committee  determines  that a  decision  cannot  be made  within  the first
extension  period due to matters beyond the control of the  Committee,  the time
period for making a determination  may be further  extended for an additional 30
days. If such an additional  extension is necessary,  the Committee shall notify
the Claimant prior to the expiration of the initial 30-day extension. Any notice
of extension  shall indicate the  circumstances  necessitating  the extension of
time,  the date by which the Committee  expects to furnish a notice of decision,
the specific  standards  on which such  entitlement  to a benefit is based,  the
unresolved  issues  that  prevent a  decision  on the  claim and any  additional
information  needed to  resolve  those  issues.  A Claimant  will be  provided a
minimum  of 45  days to  submit  any  necessary  additional  information  to the
Committee. In the event that a 30-day extension is necessary due to a Claimant's
failure  to submit  information  necessary  to decide a claim,  the  period  for
furnishing  a notice  of  decision  shall be  tolled  from the date on which the
notice of the  extension is sent to the  Claimant  until the earlier of the date
the Claimant responds to the request for additional  information or the response
deadline.



                                       16
<PAGE>

          (c)  Contents  of Notice.  If a claim for  benefits is  completely  or
partially denied,  notice of such denial shall be in writing and shall set forth
the  reasons  for  denial  in plain  language.  The  notice  shall  (i) cite the
pertinent  provisions of the Plan document and (ii) explain,  where appropriate,
how  the  Claimant  can  perfect  the  claim,  including  a  description  of any
additional material or information  necessary to complete the claim and why such
material or  information  is  necessary.  The claim denial also shall include an
explanation of the claims review  procedures  and the time limits  applicable to
such procedures,  including a statement of the Claimant's right to bring a civil
action under Section 502(a) of ERISA following an adverse decision on review. In
the case of a complete or partial  denial of a  Disability  benefit  claim,  the
notice  shall  provide  a  statement  that the  Committee  will  provide  to the
Claimant,  upon  request  and  free  of  charge,  a copy of any  internal  rule,
guideline,  protocol,  or other similar criterion that was relied upon in making
the decision.

     9.3 Appeal of Denied Claims.  A Claimant whose claim has been completely or
partially  denied  shall be  entitled  to appeal  the  claim  denial by filing a
written  appeal with the Committee.  A Claimant who timely  requests a review of
the denied  claim (or his or her  authorized  representative)  may review,  upon
request  and  free  of  charge,  copies  of all  documents,  records  and  other
information  relevant to the denial and may submit written comments,  documents,
records  and  other  information  relevant  to the claim to the  Committee.  All
written comments,  documents, records, and other information shall be considered
"relevant"  if the  information  (i)  was  relied  upon  in  making  a  benefits
determination,  (ii) was  submitted,  considered  or  generated in the course of
making a benefits decision  regardless of whether it was relied upon to make the
decision,  or (iii) demonstrates  compliance with  administrative  processes and
safeguards  established for making benefit decisions.  The Committee may, in its
sole  discretion  and if it deems  appropriate  or  necessary,  decide to hold a
hearing with respect to the claim appeal.

          (a) In General.  Appeal of a denied benefits claim (other than a claim
relating to Disability  Benefits) must be filed in writing with the Committee no
later than sixty (60) days after  receipt of the  written  notification  of such
claim denial.  The Committee shall make its decision regarding the merits of the
denied claim within 60 days following  receipt of the appeal (or within 120 days
after such receipt,  in a case where there are special  circumstances  requiring
extension of time for reviewing the appealed claim). If an extension of time for
reviewing  the appeal is  required  because of  special  circumstances,  written
notice  of the  extension  shall  be  furnished  to the  Claimant  prior  to the
commencement   of  the   extension.   The  notice  will   indicate  the  special
circumstances  requiring  the  extension  of time  and the  date  by  which  the
Committee  expects to render the  determination on review.  The review will take
into account comments, documents, records and other information submitted by the
Claimant  relating to the claim without regard to whether such  information  was
submitted or considered in the initial benefit determination.

          (b)  Disability  Benefits.  Appeal  of  a  denied  claim  relating  to
Disability  Benefits  must be filed in writing with the  Committee no later than
180 days after receipt of the written  notification  of such claim  denial.  The
review shall be conducted by the Committee (exclusive of the person who made the
initial adverse decision or such person's subordinate). In reviewing the appeal,
the Committee shall (i) not afford deference to the initial denial of the claim,
(ii) consult a medical  professional who has appropriate training and experience
in the field of  medicine  relating  to the  Claimant's  disability  and who was


                                       17
<PAGE>

neither  consulted as part of the initial denial nor is the  subordinate of such
individual and (ii) identify the medical or vocational  experts whose advice was
obtained with respect to the initial benefit  denial,  without regard to whether
the advice was relied upon in making the decision.  The Committee shall make its
decision  regarding  the merits of the  denied  claim  within 45 days  following
receipt of the appeal  (or  within 90 days after such  receipt,  in a case where
there are special  circumstances  requiring  extension of time for reviewing the
appealed  claim).  If an extension of time for  reviewing the appeal is required
because of  special  circumstances,  written  notice of the  extension  shall be
furnished to the Claimant prior to the commencement of the extension. The notice
will indicate the special circumstances  requiring the extension of time and the
date by which the  Committee  expects  to render  the  determination  on review.
Following its review of any  additional  information  submitted by the Claimant,
the Committee shall render a decision on its review of the denied claim.

          (c) Contents of Notice. If a benefits claim is completely or partially
denied on review,  notice of such denial shall be in writing and shall set forth
the reasons for denial in plain language.

               (1) The  decision  on review  shall  set  forth (i) the  specific
reason or reasons for the denial, (ii) specific references to the pertinent Plan
provisions on which the denial is based,  (iii) a statement that the Claimant is
entitled to receive,  upon request and free of charge,  reasonable access to and
copies of all  documents,  records,  or other  information  relevant (as defined
above) to the Claimant's  claim,  and (iv) a statement  describing any voluntary
appeal procedures offered by the plan and a statement of the Claimant's right to
bring an action under Section 502(a) of ERISA.

               (2) For the denial of a Disability Benefit,  the notice will also
include a statement  that the Committee  will provide,  upon request and free of
charge,  (i) any internal rule,  guideline,  protocol or other similar criterion
relied upon in making the decision, (ii) any medical opinion relied upon to make
the    decision    and   (iii)   the   required    statement    under    Section
2560.503-1(j)(5)(iii) of the Department of Labor regulations.

     9.4 Legal Action.  A Claimant may not bring any legal action  relating to a
claim for benefits under the Plan unless and until the Claimant has followed the
claims  procedures  under  the  Plan  and  exhausted  his or her  administrative
remedies under such claims  procedures.  Legal action must be brought within two
years of the date the claim first arose.

     9.5  Discretion  of  Committee.  All  interpretations,  determinations  and
decisions of the  Committee  with respect to any claim shall be made in its sole
discretion,  and shall be final,  conclusive and binding upon all persons having
any interest in this Plan.


                                       18
<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

     10.1  Adoption by  Affiliates.  Any  subsidiary or affiliate of the Company
may, with the approval of the Committee,  adopt this Plan by appropriate  action
of its board of directors,  and thereby  become a  Participating  Employer.  Any
Participating  Employer  may, by  appropriate  action of its board of directors,
terminate  its  participation  in the  Plan.  The  Committee  may,  in its  sole
discretion,  terminate a Participating  Employer's  participation in the Plan at
any time. The termination of the  participation  in this Plan by a Participating
Employer will not,  however,  affect the rights that any Participant may have to
amounts credited to his or her Deferred  Compensation Account without his or her
written consent.

     10.2  Anti-assignment  Rule.  No  interest  of any  Participant,  spouse or
Beneficiary  under this Plan and no benefit payable  hereunder shall be assigned
as security for a loan, and any such purported  assignment  shall be null,  void
and of no effect,  nor shall any such interest or any such benefit be subject in
any  manner,  either  voluntarily  or  involuntarily,  to  anticipation,   sale,
transfer,  assignment or  encumbrance by or through any  Participant,  spouse or
Beneficiary.

     10.3 No Legal or Equitable  Rights or  Interest.  No  Participant  or other
person  shall have any legal or  equitable  rights or interest in this Plan that
are not expressly granted in this Plan. Participation in this Plan does not give
any person any right to be  retained in the service of the Company or any of its
subsidiaries or affiliated companies. The right and power of the Company (or any
of its subsidiaries or affiliated  companies that is the Employee's employer) to
dismiss or discharge an Employee is expressly reserved.

     10.4 No Employment Contract. Nothing contained herein shall be construed to
constitute a contract of  employment  between an Employee and the Company or any
of its subsidiaries or affiliated companies.

     10.5 Headings. The headings of Sections are included solely for convenience
of reference, and if there is any conflict between such headings and the text of
this Plan, the text shall control.

     10.6 Invalid or  Unenforceable  Provisions.  If any  provision of this Plan
shall be held invalid or  unenforceable,  such  invalidity  or  unenforceability
shall not affect any other provisions  hereof and the Committee may elect in its
sole discretion to construe such invalid or unenforceable provisions in a manner
that conforms to applicable law or as if such provisions,  to the extent invalid
or unenforceable, had not been included.

     10.7 Governing  Law. To the extent not preempted by ERISA,  the laws of the
State of Georgia shall govern the construction and administration of the Plan.

                                       19
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Plan to be adopted this
21st day of December, effective as of the Effective Date.

                           MARINE PRODUCTS CORPORATION



                           By: /s/Richard A. Hubbell
                               Richard A. Hubbell, President & Chief
                               Executive Officer



                                       20
<PAGE>
                                    EXHIBIT A


   Schedule of Participants Entitled to Receive Enhanced Benefit Contribution
   --------------------------------------------------------------------------



                                    [Attached]
                                    ----------



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
