8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 28, 2004

Toll Brothers, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-09186	23-2416878
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

3103 Philmont Avenue, Huntingdon Valley, PA	19006
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (215) 938-8000

(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))

Item 1.01.           Entry into a Material Definitive Agreement

Amendment to the Toll Brothers, Inc. Cash Bonus Plan

The Toll Brothers, Inc. Cash Bonus Plan, as amended (the “Plan”), provides that Mr. Robert I. Toll will receive a cash bonus award (before the stock conversion feature described below) for the Company’s fiscal year ended October 31, 2004 (“fiscal 2004”) and subsequent years equal to the sum of (i) 1.5% of the Company’s income before income taxes (as defined in the Plan) in excess of 10% and up to 20% of shareholders’ equity of the Company as of the end of the preceding fiscal year, (ii) 3.0% of the Company’s income before income taxes in excess of 20% and up to 30% of shareholders’ equity of the Company as of the end of the preceding fiscal year, and (iii) 6.0% of the Company’s income before income taxes in excess of 30% of shareholders’ equity of the Company as of the end of the preceding fiscal year.

Under the stock conversion feature of the Plan, Mr. Toll’s cash bonus awards for the Company’s fiscal years ended October 31, 2002 and 2003 were paid, and his fiscal 2004 cash bonus would be payable, in shares of the Company’s common stock calculated by dividing the dollar amount of the bonus awards (calculated as described above by $19.3125 (the “Award Conversion Price”), as approved by stockholders at the 2001 Annual Meeting of Stockholders).

On October 28, 2004, the Board of Directors and Mr. Toll mutually agreed to reduce the bonus formula otherwise applicable under the Plan with regard to Mr. Toll’s 2004 bonus to an amount equal to the sum of (i) 1.5% of the Company’s income before income taxes (as defined in the Plan) in excess of 10% and up to 20% of shareholders’ equity of the Company as of the end of the preceding fiscal year, (ii) 2.25% (reduced from 3.0%) of the Company’s income before income taxes in excess of 20% and up to 30% of shareholders’ equity of the Company as of the end of the preceding fiscal year, and (iii) 3.5% (reduced from 6%) of the Company’s income before income taxes in excess of 30% of shareholders’ equity of the Company as of the end of the preceding fiscal year. In addition, the Board of Directors and Mr. Toll agreed to cap the number of shares that will be paid to Mr. Toll as his bonus for fiscal year 2004 by limiting the appreciation in the share value that would be taken into account to an amount no more than 221% of the original Award Conversion Price (i.e., limiting the increase in value as though the stock had appreciated only to $42.68 per share), rather than to the closing price of the Company’s common stock on the New York Stock Exchange (the “NYSE”) on October 29, 2004, which was $46.35.

The Board of Directors on October 28, 2004 also amended the Plan (the “Plan Amendment”), subject to stockholder approval at the Company’s 2005 Annual Meeting of Stockholders, to reduce the formula for Mr. Toll’s cash bonus award (before adjustment for any change in the Company’s stock price as described below) for the Company’s fiscal year ending October 31, 2005 and for subsequent fiscal years to an amount equal to the sum of (i) 1.5% of the Company’s income before income taxes (as defined in the Plan) in excess of 10% and up to 20% of shareholders’ equity (as defined in the Plan) of the Company as of the end of the preceding fiscal year, (ii) 2.25% (reduced from 3.0%) of the Company’s income before income taxes in excess of 20% and up to 30% of shareholders’ equity of the Company as of the end of the preceding fiscal year, and (iii) 3.5% (reduced from 6%) of the Company’s income before income taxes in excess of 30% of shareholders’ equity of the Company as of the end of the preceding fiscal year. The Plan Amendment also provides that for each of the fiscal years ending October 31, 2005, 2006 and 2007 the cash bonus be adjusted as follows: (a) the cash bonus will be converted into shares by dividing the cash bonus by the closing price on the NYSE of the Company’s common stock on the last trading day of the Company’s 2004 fiscal year, October 29, 2004 (the “New Award Conversion Price”), and (b) the number of shares calculated in (a) will then be multiplied by the closing price of the Company’s common stocks on the NYSE on the last trading day of the fiscal year for which the bonus is being calculated (the “Stock-Adjusted Bonus Value”). The Stock-Adjusted Bonus Value, subject to the caps or limitations outlined below, will be paid 60% in cash, with the remaining 40% being paid in shares of the Company’s common stock calculated by dividing 40% of the Stock-Adjusted Bonus Value by the closing price of the Company’s common stocks on the NYSE on the last trading day of the fiscal year for which the bonus is applicable. The Plan Amendment provides that the price of the Company’s common stock used in determining the Stock-Adjusted Bonus Value may not exceed 160% of the New Award Conversion Price and the Stock-Adjusted Bonus Value is further capped so that it may not exceed 2.9% of the Company’s income before income taxes (as defined in the Plan).

2

Supplemental Executive Retirement Plan

In 1999 the Company purchased split dollar life insurance policies for a number of executives and Bruce E. Toll, as Vice-Chairman of the Company, in order to provide retirement benefits. As a result of the Sarbanes-Oxley Act of 2002, the Company suspended payments with respect to all such policies. The Company has determined that the policies for the executive officers, Wayne S. Patterson and Bruce E. Toll (the “participants”) should not be reinstated. Partly in response thereto, the Executive Compensation Committee of the Board of Directors commenced a review of the Company’s retirement planning for executives, and, ultimately, on October 28, 2004, the Company’s Board of Directors established the Toll Brothers, Inc. Supplemental Executive Retirement Plan (the “SERP”) effective September 1, 2004 to provide certain executives and advisers of the Company with retirement benefits. The Board of Directors designated Robert I. Toll, Zvi Barzilay, Joel H. Rassman, Wayne S. Patterson and Bruce E. Toll as participants under the SERP.

Under the terms of the SERP, each participant is entitled to an annual benefit for a period of 20 years upon (i) the completion of 20 years of service with the Company and (ii) reaching “normal retirement age,” which age is 62. Benefits are payable to a participant’s designated beneficiary upon the death of a participant who has reached 20 years of service with the Company. As of September 1, 2004, all of the participants had 20 or more years of service with the Company. The SERP provides for annual benefits of $500,000 for Robert I. Toll, $260,000 for Zvi Barzilay, $250,000 for Joel H. Rassman and $125,000 for Wayne S. Patterson. Upon execution of a proposed advisory and non-competition agreement by Bruce E. Toll and the Company, Bruce E. Toll will become a participant in the SERP with an annual benefit of $230,000. Under the terms of his proposed advisory and non-competition agreement, Bruce E. Toll will be eligible to receive retirement benefits at the later of age 62, or the cessation of payments to him under the terms of his proposed agreement, and any extensions thereof.

The foregoing description is qualified in its entirety by reference to the provisions of the SERP, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01.           Financial Statements and Exhibits.

(c)      Exhibits.

          The following exhibit is filed as part of this Current Report on Form 8-K:

          Exhibit
          No.                      Description

          10.1       Toll Brothers, Inc. Supplemental Executive Retirement Plan

3

SIGNATURES

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

	TOLL BROTHERS, INC.
Dated: November 3, 2004	By:	Joseph R. Sicree
		Joseph R. Sicree Vice President, Chief    Accounting Officer

EXHIBIT INDEX

          The following exhibit is filed as part of this Current Report on Form 8-K:

          Exhibit
          No.                      Description

          10.1       Toll Brothers, Inc. Supplemental Executive Retirement Plan

          * Filed electronically herewith.

4

EX-10

                             THE TOLL BROTHERS, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


                     ARTICLE I - ESTABLISHMENT AND PURPOSE

         1.1 ESTABLISHMENT. The Company hereby establishes a defined benefit
pension plan known as the Toll Brothers, Inc. Supplemental Executive Retirement
Plan (the "Plan") effective as of September 1, 2004 (the "Effective Date").

         1.2 PURPOSE. The principal purposes of the Plan are to provide certain
executives and consultants or advisors, as defined in Article III, with
competitive retirement benefits, protect against reductions in retirement
benefits due to tax law limitations on qualified plans, and encourage the
continued employment or service of such individuals with the Company.

                            ARTICLE II - DEFINITIONS

         2.1 BOARD. "Board" means the Board of Directors of the Company.

         2.2 CAUSE. "Cause" means conduct by the Participant reasonably likely
to cause material harm to the Company that consists of proven gross negligence,
wanton or willful disregard of duties, acts of fraud, embezzlement, theft or the
commission of a felony in the course of his employment or service, as determined
by the Board after full consideration of the facts presented on behalf of both
the Company and the Participant.

         2.3 COMPANY. "Company" means the Toll Brothers, Inc., a Delaware
corporation.

         2.4 EMPLOYMENT. "Employment" means the period or periods during which a
Participant is an employee of the Company, or, in the case of a consultant or
advisor to the Company, is providing services to the Company.

         2.5 ERISA. "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor act thereto.

         2.6 NORMAL RETIREMENT AGE. "Normal Retirement Age" shall mean age 62.

         2.7 PARTICIPANT. "Participant" means an eligible executive, consultant
or advisor of the Company selected to receive benefits under the Plan as
provided in Article III of this Plan.

         2.8 SCHEDULE OF RETIREMENT BENEFITS. "Schedule of Retirement Benefits"
means the schedule of Participants and retirement benefits attached hereto, as
that may be amended from time to time.



         2.9 TERMINATION BY THE COMPANY. "Termination by the Company" means
either a termination by the Company of a Participant's employment, or a
termination by the Participant of his employment with the Company by reason of:
(a) a material diminution in his title, position, reporting relationship,
status, duties or responsibilities; (b) the assignment of duties and
responsibilities that are inconsistent, in a material respect, with the scope of
duties and responsibilities associated with his position; (c) a material
reduction to his base salary; or (d) a material reduction to incentive,
retirement and welfare plans available to the Participant; provided, however,
that a Participant's termination of employment shall only be treated as a
Termination by the Company if the Participant has provide notice to the Company
of the basis for his determination that he intends to terminate his employment
and the Company has not corrected the situation within thirty (30) days.

         2.10 TOP HAT PLAN. "Top Hat Plan" means a nonqualified, unfunded plan
maintained primarily to provide deferred compensation benefits to a Participant
who falls within a select group of "management or highly compensated employees"
within the meaning of Section 201, 301 and 401 of ERISA.

                            ARTICLE III - RETIREMENT

         3.1 ELIGIBILITY. Only those key executives, consultants or advisors who
are designated as eligible to participate in the Plan on the Schedule of
Retirement Benefits shall be eligible for benefits hereunder.

         3.2 PARTICIPATION. The Board, or such person or entity designated by
the Board, acting in its discretion, may designate any eligible employee,
consultant or advisor as a Participant under this Plan, and may designate any
conditions applicable to any such Participant. Such designation shall be in
writing and shall be effective as of the date contained therein. Participation
in the Plan is terminable by the Board, in its discretion, upon written notice
to the Participant, and termination shall be effective as of the date contained
therein, but in no event earlier than the date of such notice, provided that no
such termination shall in any material manner reduce or adversely affect any
Participant's rights to vested benefits hereunder without the consent of the
Participant.

         3.3 NONCOMPETITION. Notwithstanding any other provisions hereof,
neither a Participant nor a Participant's spouse nor any other beneficiary of a
Participant shall receive any further benefits hereunder if the Participant,
without prior written consent of the Board, prior to attaining age 65, engages
in (as a principal, partner, director, officer, agent, employee, consultant,
owner, independent contractor of otherwise), or acquires a material financial
interest in, any business that is a direct competitor of the Company under
circumstances where the Participant's actions or interests with respect to such
competitor are reasonably likely to cause material harm to the Company;
provided, however, that this Section 3.3 shall cease to be applicable with
respect to any Participant, upon the Termination by the Company of the
Participant's employment without Cause.

                                      -2-



         ARTICLE IV - AMOUNT, FORM, AND PAYMENT OF SUPPLEMENTAL BENEFIT

         4.1 NORMAL RETIREMENT BENEFIT. Subject to the terms of this Plan, a
Participant who retires from Employment shall be entitled to receive an annual
retirement benefit as set forth in the Schedule of Retirement Benefits starting
as of the date of the Participant's retirement on or after attaining Normal
Retirement Age.

         4.2 FORM OF BENEFIT. The benefit payable to a Participant shall be paid
at the time and in the manner set forth in the Schedule of Retirement Benefits.

         4.3 DEATH BENEFIT. If a Participant dies before such Participant
retires, but at a time when the Participant's benefit has become vested, the
benefit that would have been payable to the Participant shall be paid to the
Participant's designated beneficiary, if any, and otherwise to the Participant's
estate, at the time and in the manner provided for in the Schedule of Retirement
Benefits as though the Participant had survived. If a Participant dies after
payment of benefits under the Plan has commenced, the remaining installments, if
any, shall be paid to the Participant's designated beneficiary, if any, and
otherwise to the Participant's estate.

         4.4 VESTING. Except as otherwise provided in the Schedule of Retirement
Benefits, a Participant's benefit under the Plan shall be forfeited if the
Participant's employment terminates for any reason prior to his or her
completion of twenty (20) years of service with the Company. For these purposes,
periods of service prior to the adoption of the Plan shall be taken into
account.

                           ARTICLE V - ADMINISTRATION

         5.1 AUTHORITY OF THE BOARD. This Plan shall be administered by the
Board or any committee designated by the Board to administer the Plan. Subject
to the provisions of the Plan, the Board or applicable committee shall have the
authority to make, amend, interpret, and enforce all appropriate rules and
regulations for the administration of this Plan and to decide or resolve any and
all questions, including interpretations of this Plan, as may arise in
connection with this Plan. Notwithstanding the foregoing, the Company shall act
as the plan administrator for purposes of any filings with any governmental
entity or in the event claims for benefits are made by any Participant.

         5.2 AGENTS. In the administration of this Plan, the Board may, from
time to time, employ agents and delegate to such agents such administrative
duties as it deems advisable and allowable under the terms of the Plan.

         5.3 DECISIONS BINDING. The decision or action of the Board with respect
to any question arising out of or in connection with the administration,
interpretation, and application of this Plan and any rules or guidelines made in
connection with this Plan shall be final and conclusive, and shall be binding
upon all persons and entities having any interest in this Plan.

                                      -3-


         5.4 INDEMNITY OF BOARD. The Company shall indemnify and hold harmless
the Board and its individual members along with any other committee that may be
established to administer the Plan pursuant to Paragraph 5.1 and any members
thereof, against any and all claims, loss, damage, expense, or liability arising
from any action or failure to act with respect to this Plan.

         5.5 COST OF ADMINISTRATION. The Company shall bear all expenses of
administration of this Plan.

         5.6 CLAIMS.

             (a) A Participant or a Participant's beneficiary for benefits under
the Plan may file a written claim for benefits under the Plan with the Plan
Administrator, if he believes that he is entitled to receive benefits under the
Plan but is not receiving benefits under the Plan or if he is receiving benefits
under the Plan, but disputes the amount and/or form of benefits received. Such
written claim for benefits shall set forth the nature of the claim and/or
dispute, and set forth all facts and circumstances which are relevant to the
claim.

             (b) If, pursuant to the provisions of the Plan, the Company denies
the claim of the Participant or the Participant's beneficiary for benefits under
the Plan, the Company shall provide written notice, within ninety (90) days
after receipt of the claim, setting forth in a manner calculated to be
understood by the claimant:

                 (i)   the specific reasons for such denial;

                 (ii)  the specific reference to the Plan provisions on which
                       the denial is based;

                 (iii) a description of any additional material or information
                       necessary to perfect the claim and an explanation of why
                       such material or information is needed; and

                 (iv)  an explanation of the Plan's claim review procedure and
                       the time limitations of this subsection applicable
                       thereto.

             (c) The Participant or the Participant's beneficiary whose claim
for benefit has been denied may request review by the Company of the denied
claim by notifying the Company in writing within sixty (60) days after receipt
of the notification of claim denial. As part of said review procedure, the
claimant or the claimant's authorized representative may review pertinent
documents and submit issues and comments to the Company in writing. The Company
shall render its decision to the claimant in writing in a manner calculated to
be understood by the claimant not later than sixty (60) days after receipt of
the request for review, unless special circumstances require an extension of
time, in which case decision shall be rendered as soon after the sixty-day
period as possible, but not later than one hundred and twenty (120) days after
receipt of the request for review. The decision on review shall state the
specific reasons therefor and the specific Plan reference on which it is based.

                                      -4-


                     ARTICLE VI - AMENDMENT AND TERMINATION

         6.1 The Company hereby reserves the right to amend, modify, or
terminate the Plan (and the Schedule of Retirement Benefits) at any time, and
from time to time, by action of a majority of the members of the Board. Except
as described below in this Article VI, no such amendment or termination shall in
any material manner reduce or adversely affect any Participant's rights to
benefits hereunder without the consent of such Participant.

         6.2 The Board may terminate the Plan and commence termination payout
for all Participants, or remove certain employees as Participants, if it is
determined by the United States Department of Labor or a court of competent
jurisdiction that the Plan constitutes an employee pension benefit plan within
the meaning of Section 3(2) of ERISA which is not exempt from the provisions of
Parts 2, 3 and 4 of Title I of ERISA; provided, however, that if the Plan is
terminated pursuant to this sentence, then all Participants shall be deemed to
be fully vested in the benefits described in Article IV as of the date
immediately preceding such termination and shall be paid in a single lump-sum
the actuarially equivalent present value of such benefit as soon as practicable
(but in no case more than 90 days) after such termination.

                          ARTICLE VII - MISCELLANEOUS

         7.1 UNFUNDED PLAN. This Plan is intended to be a Top Hat Plan and
therefore exempt from the provisions of Parts 2, 3, and 4 of Title I of ERISA.
Such status shall not be adversely affected by the establishment of any trust
pursuant to Paragraph 7.4 below.

         7.2 UNSECURED GENERAL CREDITOR. Each Participant and his or her
beneficiaries, heirs, successors, and assigns shall have no secured legal or
equitable rights, interests, or claims in any property or assets of the Company,
nor shall any such persons have any rights, interests or claims in any life
insurance policies, annuity contracts, or the proceeds therefrom owned or which
may be acquired by the Company. Except as provided in Paragraph 7.4, such
policies, annuity contracts, or other assets of the Company shall not be held
under any trust for the benefit of a Participant, his or her beneficiaries,
heirs, successors or assigns, or held, in any way, as collateral security for
the fulfilling of any obligations of the Company under this Plan. Any and all of
the Company's assets and policies shall be, and shall remain for purposes of
this Plan, the general, unpledged, unrestricted assets of the Company. The
Company's obligation under this Plan shall be that of an unfunded and unsecured
promise to pay money in the future.

         7.3 SUPPLEMENTAL BENEFITS. As of the Effective Date, the Plan is the
intended to be a supplemental source of Company paid retirement benefits for
Participants and not the sole source of such benefits. The benefit payable
hereunder shall, therefore, not be subject to any reduction because of benefits
that may be paid or otherwise provided to a Participant, except to the extent
that an offset is explicitly provided for in a contractual arrangement with a
particular Participant.


                                      -5-


         7.4 TRUST FUND.

             (a) At its discretion, the Company may establish one or more
grantor trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of benefits under this Plan. Such trust or trusts may
be irrevocable, but the assets thereof shall be subject to the claims of the
Company's general creditors. To the extent any benefits provided under this Plan
are actually paid from any such trust, the Company shall have no further
obligation with respect thereto, but to the extent not so paid, such benefits
shall remain the obligation of, and shall be paid by, the Company.

             (b) At its discretion, the Company may, in addition to or in lieu
of establishing one or more grantor trusts as described in clause (a) above,
take other actions to fund the benefits provided for under this Plan, but in no
event shall the Company establish any funding mechanism which would result in
the Plan failing to qualify as a Top Hat Plan exempt from the provisions of
Parts 2, 3, and 4 of Title I of ERISA.

         7.4 NONASSIGNABILITY. Neither a Participant nor any other person shall
have any right to sell, assign, transfer, pledge, anticipate, mortgage, or
otherwise encumber, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be nonassignable and nontransferable,
provided that a Participant may assign the right to receive such amounts to
trusts or limited partnerships established for the benefit of the Participant's
spouse or children. No part of the amount payable shall, prior to actual
payment, be subject to seizure or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, nor shall such amounts or rights to such amounts be transferable by
operation of law in the event of a Participant's or any other person's
bankruptcy or insolvency.

         7.5 NOT A CONTRACT OF EMPLOYMENT. The terms and conditions of this Plan
shall not be deemed to constitute a contract of employment between the Company
and any Participant, and Participants (and Participants' beneficiaries) shall
have no rights against the Company except as may otherwise be specifically
provided herein. Moreover, nothing in this Plan shall be deemed to give a
Participant the right to be retained in the service of the Company or to
interfere with the right of the Company to discipline or discharge any
Participant at any time.

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

         7.7 SUCCESSORS. The provisions of this Plan shall bind and inure to the
benefit of the Company and its successors and assigns, and the Company shall
require all its successors and assigns to expressly assume its obligations
hereunder. The term "successors," as used herein, shall include any corporate or
other business entity which shall, whether by merger, consolidation, purchase or
otherwise, acquire all or substantially all of the business and assets of the
Company.


                                      -6-


         7.8 TAX WITHHOLDING. The Company shall have the right to require
Participants to remit to the Company an amount sufficient to satisfy federal,
state, and local tax withholding requirements, or to deduct from payments made
pursuant to the Plan amounts sufficient to satisfy such tax withholding
requirements.

         7.9 GOVERNING LAW. The provisions of this agreement shall be construed
and interpreted according to the laws of the State of Pennsylvania except as
preempted by Federal law.

         7.10 FORFEITURE. All benefits hereunder shall be subject to forfeiture
in their entirety in the event that Participant's employment is terminated for
Cause.

         IN WITNESS WHEREOF, the Company has caused the Plan to be adopted as of
the Effective Date.

                                               THE TOLL BROTHERS, INC.



                                               By:__________________________






                                      -7-





SCHEDULE OF RETIREMENT BENEFITS

         The Participants in the Plan and the annual benefit payable to each
Participant is as set forth below:

- -------------------------------------------------------------------------------
PARTICIPANT                                           ANNUAL BENEFIT
- -------------------------------------------------------------------------------
Robert Toll                                           $500,000
- -------------------------------------------------------------------------------
Zvi Barzilay                                          $260,000
- -------------------------------------------------------------------------------
Joel Rassman                                          $250,000
- -------------------------------------------------------------------------------
Wayne Patterson                                       $125,000
- -------------------------------------------------------------------------------
Bruce E. Toll                                         $230,000 (proposed)
- -------------------------------------------------------------------------------


         The annual benefit shall be payable for twenty (20) years, commencing
as soon as practicable following the Participant's retirement at any time after
the Participant has attained Normal Retirement Age, except as otherwise agreed
by the Company and the Participant. The annual benefit shall be paid either as a
series of annual installments, or as a series of more frequent (e.g., monthly)
installments as determined by the Board. A Participant with a vested benefit
under the Plan who terminates employment prior to attaining Normal Retirement
Age, and who has not forfeited his benefit under applicable provisions of the
Plan, shall be entitled to receive his annual benefit, as described above,
commencing as of his Normal Retirement Age, except as otherwise agreed by the
Company and the Participant.







                                      -8-