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any such plan or system. Nothing contained in this Plan shall be <br />deemed to constitute an employment contract or agreement <br />between any Participant and the Employer or to give any <br />Participant the right to be retained in the employ of the Employer. <br />Nor shall anything herein be construed to modify the terms of any <br />employment contract or agreement between a Participant and the <br />Employer. <br />X. AMENDMENT OR TERMINATION OF PLAN <br />The Employer may at any time amend this Plan provided that it <br />transmits such amendment in writing to the Administrator at least <br />30 days prior to the effective date of the amendment. The consent <br />of the Administrator shall not be required in order for such <br />amendment to become effective, but the Administrator shall be <br />under no obligation to continue acting as Administrator hereunder <br />iT it disapproves of such amendment. The Employer may at any <br />time terminate this Plan. <br />The Administrator may at any time propose an amendment to <br />the Plan by an instrument in writing transmitted to the Employer at <br />least 30 days before the effective date of the amendment. Such <br />amendment shall become effective unless, within such 30-day <br />period, the Employer notifies the Administrator in writing that it <br />disapproves such amendment, in which case such amendment <br />shall not become effective. In the event of such disapproval, the <br />Administrator shall be under no obligation to continue acting as • <br />Administrator hereunder. <br />No amendment or termination of the Plan shall divest any <br />Participant of any rights with respect to compensation deferred <br />before the date of the amendment or termination. <br />XI. APPLICABLE LAW <br />This Plan shall be construed under the laws of the state where <br />the Employer is located and is established with the intent that it <br />meet the requirements of an "eligible State deferred compensation <br />plan" under section 457 of the Internal Revenue Code of 1954, as <br />amended. The provisions of this Plan shall be interpreted wherever <br />possible in conformity with the requirements of that section. <br />XII. GENDER AND NUMBER <br />The masculine pronoun, whenever used herein, shall include the <br />feminine pronoun, and the singular shall include the plural, except <br />where the context requires otherwise. <br />• <br />• <br />