ex10_2.htm


    
      

    

    Exhibit
      10.2

     

     

    

      AMENDMENTAND
        RESTATEMENT

      


      OF
        THE

      


      RETIREMENT
        PLAN
        FOR
        EMPLOYEES

      


      OF

      


      ALLIANCEBERNSTEIN
        L.P.

      


      


      


      (As
        Amended through September 1, 2007)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF
        CONTENTS

      


      
        	
                ARTICLE
                  I

              	
                DEFINITIONS

              	
                1

              
	
                 

              	 	 
	
                ARTICLE
                  II

              	
                ELIGIBILITY
                  FOR PARTICIPATION

              	
                17

              
	 	 	 
	
                ARTICLE
                  III

              	
                RETI
                  REMENT ON OR AFTER NORMAL RETIREMENT DATE

              	
                19

              
	 	 	 
	
                ARTICLE
                  IV

              	
                VESTING

              	
                24

              
	 	 	 
	
                ARTICLE
                  V

              	
                EARLY
                  RETIREMENT AND DISABILITY BENEFIT

              	
                26

              
	 	 	 
	
                ARTICLE
                  VI

              	
                OPTIONAL
                  METHODS OF PAYMENT

              	
                27

              
	 	 	 
	
                ARTICLE
                  VII

              	
                DEATH
                  BENEFIT

              	
                32

              
	 	 	 
	
                ARTICLE
                  VIII

              	
                DIRECT
                  ROLLOVER DISTRIBUTIONS

              	
                34

              
	 	 	 
	
                ARTICLE
                  IX

              	
                EMPLOYER
                  CONTRIBUTION AND FUNDING POLICY

              	
                35

              
	 	 	 
	
                ARTICLE
                  X

              	
                LIMITATIONS
                  ON BENEFITS

              	
                36

              
	 	 	 
	
                ARTICLE
                  XI

              	
                TOP-HEAVY
                  PLAN YEARS

              	
                37

              
	 	 	 
	
                ARTICLE
                  XII

              	
                NON-ALIENABILITY

              	
                42

              
	 	 	 
	
                ARTICLE
                  XIII

              	
                AMENDMENT
                  OF THE PLAN

              	
                43

              
	 	 	 
	
                ARTICLE
                  XIV

              	
                TERMINATION
                  OF THE PLAN

              	
                44

              
	 	 	 
	
                ARTICLE
                  XV

              	
                TRUST
                  AND ADMINISTRATION

              	
                48

              
	 	 	 
	
                ARTICLE
                  XVI

              	
                CLAIM
                  AND APPEAL PROCEDURE

              	
                52

              
	 	 	 
	
                ARTICLE
                  XVII

              	
                MISCELLANEOUS

              	
                57

              
	 	 	 
	
                ARTICLE
                  XVIII

              	
                ADMINISTRATION
                  OF THE PLAN

              	
                59

              


      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      


      
        RETIREMENT
          PLAN
          FOR
          EMPLOYEES

        


        OF

        


        ALLIANCEBERNSTEIN
          L.P.



      WHEREAS,
        the Retirement Plan for Employees of AllianceBernstein L.P. (the “Plan”)
        (formerly known as the Retirement Plan for Employees of Alliance Capital
        Management L.P.) was originally established effective as of January 1, 1980
        by
        the predecessor of Alliance Capital Management L.P.; and

      


      WHEREAS,
        the Plan was amended and restated from time to time to reflect changes in
        the
        predecessor’s business, certain other changes and changes in applicable law;
        and

      


      WHEREAS,
        the Plan was amended to comply with the Economic Growth and Tax Relief
        Reconciliation Act of 2001 (“EGTRRA”) and other applicable legislation, and the
        provisions reflecting EGTRRA are intended as good faith compliance with the
        requirements of EGTRRA and are to be construed in accordance with EGTRRA
        and
        guidance issued thereunder; and

      


      WHEREAS,
        any Employee of the Company hired on or after October 2, 2000 is not eligible
        to
        participate in the Plan; and

      


      WHEREAS,
        the Plan was amended and restated, effective as of January 1, 2006, to
        incorporate all Plan amendments adopted since the Plan was last amended and
        restated and certain additional design changes, changes required to comply
        with
        applicable law and to reflect the name change of Alliance Capital Management
        L.P. to AllianceBernstein L.P.

      


      NOW,
        THEREFORE, the Plan is hereby amended and restated, as of September 1, 2007,
        to
        incorporate certain additional design changes.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ARTICLE
        I

      


      DEFINITIONS

      


      The
        following words and phrases as used herein shall, when initially capitalized,
        have the following meanings unless a different meaning is required by the
        context:

      


      1.01        
        “ACCRUED BENEFIT” as of any specified date, means the Retirement Pension,
        commencing on his Normal Retirement Date, earned by a Participant as of such
        date, which shall be equal to the Retirement Pension, computed in accordance
        with Section 3.02, to which he would have been entitled had he continued
        as an
        Employee until his Normal Retirement Date, had been credited with one (1)
        Year
        of Service in each year of employment during such period and had the same
        Average Final Compensation, Final Average Compensation and Past Final Average
        Compensation, as applicable, at his date of Retirement as that which he would
        have had if his Average Final Compensation, Final Average Compensation and
        Past
        Final Average Compensation, as applicable, had been computed as of the date
        of
        computation of his Accrued Benefit, such amounts to be multiplied by a fraction,
        the numerator of which is his number of years of Credited Service as of the
        specified date, and the denominator of which is the number of such years
        which
        he would have completed as of his Normal Retirement Date.

      


      1.02        
        “ACTUARIAL EQUIVALENT” means, except as provided below, a benefit of equivalent
        value that is actuarially calculated based on an annual investment rate of
        6%
        compounded annually and mortality determined in accordance with the UP-1984
        mortality table with ages set back one year.

      


      Notwithstanding
        the foregoing, for purposes of determining actuarial equivalent with respect
        to
        any distribution under the Plan after December 31, 1995:

      


      (a)           whether
        the consent of the Participant (and if applicable, the Participant’s Spouse) is
        necessary prior to distribution of the Participant’s benefit;

      


      (b)           the
        single sum value of the Participant’s benefit; and

      


      (c)           the
        value of a benefit under Option 4 or Option 5 provided for in Section
        6.01;

      


      a
        benefit
        of equivalent value shall be the greater of that determined in accordance
        with
        the assumptions set forth above, and that determined by applying the Applicable
        Interest Rate for the month of September of the Plan Year immediately preceding
        the Plan Year with respect to which the benefit is being determined and the
        Applicable Mortality Table; provided, however, in no event shall the single
        sum
        value of the Participant’s benefit distributed during the 1996 calendar year be
        less than would result by applying the Applicable Interest Rate for January
        1996
        and the Applicable Mortality Table.

      


      1.03        
        “ADMINISTRATIVE COMMITTEE” or “COMMITTEE” means the administrative committee
        appointed by the Board pursuant to Section 15.02.  The term
“Investment Committee” shall mean the investment committee appointed by the
        Board pursuant to Section 18.02.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      1.04        
        “AFFILIATE” means any corporation or unincorporated business (i) controlled by,
        or under common control with, the Company within the meaning of Sections
        414(b)
        and (c) of the Code; provided, however, that for all purposes of the Plan,
        “Affiliate” status shall be determined by application of Section 415(h) of the
        Code, or (ii) which is a member of an “affiliated service group”, as defined in
        Section 414(m)(2) of the Code, of which the Company is a member.

      


      1.05        
        “ANNUITY PURCHASE RATE” means, effective as of July 1, 1994, (a) the interest
        rate which would be used by the Pension Benefit Guaranty Corporation as of
        the
        first day of the Plan Year of the date of the distribution involved for the
        purpose of determining the present value of a single sum distribution in
        connection with the termination of the Plan if the present value of the
        applicable vested Accrued Benefit (using such rate) does not exceed $25,000,
        or
        (b) one hundred twenty percent of the rate used by the Pension Benefit Guaranty
        Corporation for that purpose if the present value of the vested Accrued Benefit,
        as determined in accordance with clause (a) exceeds $25,000, provided that
        in no
        event shall the present value of a Participant’s vested Accrued Benefit
        determined by application of this clause (b) be less than $25,000; provided
        that
        the Annuity Purchase Rate with respect to the Accrued Benefit as of such
        first
        day of the Plan Year shall not be larger than the Annuity Purchase Rate which
        would have been computed under the definition of Annuity Purchase Rate in
        effect
        immediately prior to July 1, 1994.

      


      1.06        
        “APPLICABLE INTEREST RATE” means an annual investment rate equal to the annual
        interest rate on 30-year Treasury securities as specified by the Commissioner
        of
        Internal Revenue.

      


      1.07        
        “APPLICABLE MORTALITY TABLE” means the mortality table based on the then
        prevailing standard table (described in Section 807(d)(5)(A) of the Code)
        used
        to determine reserves for group annuity contracts issued as of the date as
        of
        which the value of the benefit involved is determined (without regard to
        any
        other subparagraph of Section 807(d)(5) of the Code) that is prescribed by
        the
        Commissioner of Internal Revenue for purposes of determining the value of
        benefits.

      


      1.08        
        (a)  “AVERAGE FINAL COMPENSATION” means an amount obtained by totaling
        the Compensation of a Participant for the five (5) consecutive full calendar
        years preceding the date of his Retirement or other Termination of Employment,
        whichever is applicable, in which he received his highest aggregate Compensation
        (or his Compensation for his consecutive full calendar Years of Service,
        if less
        than five (5)), and dividing the sum thus obtained by five (5) (or the number
        of
        his full calendar Years of Service if less than five
        (5)).  Notwithstanding the foregoing, partial calendar Years of
        Service, other than the year of termination of employment, shall be taken
        into
        account in determining Average Final Compensation, if the Participant completed
        at least 750 Hours of Service in each of such partial years.  If any
        partial Year of Service is to be taken into account under the preceding
        sentence, the Compensation for such year shall be included in the calculation
        of
        Average Final Compensation as follows:  The Compensation for any such
        partial Year of Service shall be added to the Compensation for the full calendar
        years included in calculating Average Final Compensation, and the total of
        such
        Compensation shall be divided by the sum of (i) the number of full calendar
        years included in calculating Average Final Compensation and (ii) the fraction
        whose numerator is the number of days worked during the partial Year of Service
        (including any weekends, holiday or vacation that occur during a continuous
        period of employment) and whose denominator is 365.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      (b)           If,
        during any of the calendar years taken into account in determining a
        Participant’s Average Final Compensation, there was a period during which such
        Participant was an Inactive Participant, or was on unpaid Leave of Absence,
        or
        was compensated for fewer hours than are customary for his job category by
        reason of disability, the Compensation paid in such period shall be included
        in
        his Compensation for such calendar year (solely for the purpose of determining
        Average Final Compensation) at the rate of Compensation he was receiving
        immediately preceding such period.

      


      1.09        
        “BENEFICIARY” means such person or persons as may be designated by a Participant
        or Retired Participant or as may otherwise be entitled, upon his death, to
        receive any benefits or payments under the terms of this Plan.

      


      1.10        
        “BOARD OF DIRECTORS” or “BOARD” means the Board of Directors of the general
        partner of the Company responsible for the management of the Company’s business
        or a committee thereof designated by such Board.

      


      1.11        
        “BREAK IN SERVICE” with respect to any Employee, means any calendar year in
        which he completes fewer than five hundred and one (501) Hours of Service
        with
        Employers or Affiliates.

      


      1.12        
        “CODE” means the Internal Revenue Code of 1986, as amended from time to
        time.

      


      1.13        
        “COMPANY” means AllianceBernstein L.P. and any successor thereto; prior to
        February 24, 2006, known as Alliance Capital Management L.P.; and prior to
        April
        21, 1988, known as Alliance Capital Management Corporation.

      


      1.14        
        (a)  “COMPENSATION”
means, for any calendar
        year, an amount equal to a Participant’s base salary;
        provided that in the case of a Participant whose Compensation from an Employer
        includes commissions, commissions shall be included only up to the annual
        amount
        of the Participant’s draw against actual commissions in effect at the beginning
        of the Plan Year involved.

      


      (b)           
        There shall be excluded from Compensation overtime pay, bonuses, severance
        pay,
        distributions on Units representing assignments of beneficial ownership of
        limited partnership interests in the Company, and any amounts paid or payable
        to
        or for a Participant or Retired Participant pursuant to any welfare plan
        or any
        pension plan, profit sharing plan or any other plan of deferred compensation,
        or
        any other extraordinary item of compensation or income.

      


      (c)           
        Effective as of January 1, 2006, Compensation of a Member in excess of $220,000
        (or such other amount prescribed under Code Section 401(a)(17), including
        any
        cost-of-living adjustments) shall not be taken into account under the Plan
        for
        the purpose of determining benefits.  The increase in the limit
        provided under Section 401(a)(17) of the Code under the Economic Growth and
        Tax
        Relief Reconciliation Act of 2001 shall only be applied with respect to
        Participants who accrue a benefit under the Plan on or after January 1,
        2002.

      


      (d)          
         For any year for which Compensation is relevant under the Plan, in
        connection with any Employee who is paid based on an annual rate of salary
        that
        applies for only a portion of the year, the Compensation attributable to
        that
        portion of the year for such Employee shall be equal to the product of (i)
        such
        annual rate of salary, multiplied by (ii) a fraction, the numerator of which
        is
        the number of pay periods during such year during which such Employee was
        paid
        at that annual rate of salary, and the denominator of which is
        26.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      The
        determination of eligible Compensation shall be in accordance with records
        maintained by the Employer and shall be conclusive.

      


      Compensation
        shall include Deemed 125 Compensation.  “Deemed 125 Compensation”
shall mean, in accordance with Internal Revenue Service Revenue Ruling 2002-27,
        2002-20 I.R.B. 925, any amounts not available to a Participant in cash in
        lieu
        of group health coverage because the Participant is unable to certify that
        he or
        she has other health coverage.  An amount shall be treated as Deemed
        125 Compensation only if the Employer does not request or collect information
        regarding the Participant’s other health coverage as part of the enrollment
        process for the health plan.

      


      1.15        
        (a)  “CREDITED SERVICE” means, unless excluded by Subsection (b), an
        Employee’s Years of Service;

      


      (b)          
        Credited Service shall not include:

      


      (1)           With
        respect to all Employees, Years of Service ending on or before December 31,
        1969; or

      


      (2)           Any
        Year of Service during any part of which an Employee is an Excluded Employee;
        provided that if the Employee is employed by an Employer after employment
        with
        an Affiliate who during a period  of employment with the Affiliate
        maintained a “defined benefit plan” within the meaning of Section 414(j) of the
        Code, the service with the Affiliate while an Affiliate upon which the Employees
        accrued benefits under the Affiliate’s plan is based shall be considered
        Credited Service hereunder, but in no event shall any period be counted more
        than once in computing a Participant’s Credited Service and any retirement
        pension related to such service shall be taken into account as set forth
        in
        Section 3.02(b) of the Plan.

      


      1.16        
        “DEFERRED RETIREMENT” means an Employee’s continued employment after his
        sixty-fifth (65th) birthday.

      


      1.17        
        “DEFERRED RETIREMENT DATE” means the first day of the calendar month coincident
        with or next following the date of an Employee’s Retirement provided such
        Retirement occurs after his Normal Retirement Date.

      


      1.18        
        “DISABILITY” means the mental or physical incapacity of an Employee which, in
        the opinion of a physician approved by the Administrative Committee, renders
        him
        totally and permanently incapable of performing his assigned duties with
        an
        Employer or an Affiliate.

      


      1.18.1     
        “DOMESTIC PARTNER” means, in the case of a Participant who dies before his
        Retirement Pension Starting Date, his Domestic Partner (as defined below)
        on the
        date of his death if such Domestic Partner satisfied the requirements for
        being
        a Domestic Partner as set forth below.  “Domestic Partner” is an
        individual who, together with the Participant, satisfies the following
        requirements:  (i) both the Participant and the domestic partner are
        at least 18 years of age; (ii) both the Participant and the domestic partner
        are
        of the same gender; (iii) both the Participant and the domestic partner are
        mentally competent to enter into a contract according to the laws of the
        state
        in which they reside; (iv) each of the Participant and the domestic partner
        is
        the sole domestic partner of the other; (v) neither of the Participant nor
        the
        domestic partner is legally married to any other individual, and, if previously
        married, a legal divorce or annulment has been obtained or the former spouse
        is
        deceased; (vi) neither of the Participant nor the domestic partner is related
        by
        blood to a degree of closeness that would prohibit legal marriage in the
        jurisdiction in which they legally reside, if they were of the same sex;
        (vii)
        the Participant and the domestic partner reside together in the same residence,
        have done so for a period of no less than the most recent six-month period,
        intend to do so indefinitely and share the common necessities of life; (viii)
        the Participant and domestic partner have mutually agreed to be responsible
        for
        each other’s common welfare; and (ix) the Participant has designated the
        domestic partner as his or her domestic partner by completing and returning
        an
‘Affidavit of Same-Sex Domestic Partnership’ to the appropriate Company person
        indicated on such affidavit.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      1.19          “EARLY
        RETIREMENT” means Retirement on or after a Participant’s Early Retirement Date
        and prior to his Normal Retirement Date.

      


      1.20          “EARLY
        RETIREMENT DATE” means the first day of the month coincident with or next
        following the date upon which the Participant shall have attained the age
        of
        fifty-five (55) and the sum of the Participant’s age and Years of Service equals
        eighty (80).

      


      1.21          “ELIGIBLE
        EMPLOYEE” means any Employee of an Employer other than:

      


       (a)           any
        Employee included in a unit of Employees covered by a collective bargaining
        agreement between an Employer and Employee representatives in the negotiation
        of
        which retirement benefits were the subject of good faith bargaining,
        unless:  (i) such bargaining agreement provides for participation in
        the Plan, (ii) the Employee representatives represented an organization more
        than half of whose members are owners, officers or executives of such Employer,
        or (iii) 2% or more of the Employees who are covered pursuant to that agreement
        are professionals as defined in Treasury Regulation Section 1.410(b) -
        6(d);

      


       (b)           Employees
        whose principal place of Employment is outside the United States, U.S. Virgin
        Islands, Guam and Puerto Rico;

      


       (c)           an
        individual classified by the Employer at the time services are provided as
        either an independent contractor, or an individual who is not classified
        as an
        Employee due to an Employer’s treatment of any services provided by him as being
        provided by another entity which is providing such individual’s services to the
        Employer, even if such individual is later retroactively reclassified as
        an
        Employee during all or part of such period during which services were provided
        pursuant to applicable law or otherwise.

      


       (d)           any
        individual listed in Section 2.09 of this Plan.

      


      1.22          “EFFECTIVE
        DATE” means January 1, 1980.


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      1.23          “EMPLOYEE”
        means an individual described in Sections 3121(d) (1) or (2) of the Code
        who is
        employed by an Employer or an Affiliate.

      


      1.24          “EMPLOYER”
        means the Company and any Affiliate which, with the consent of the Board
        of
        Directors, has adopted the Plan as a participant herein and any successor
        to any
        such Employer.

      


      1.25          “EMPLOYMENT
        COMMENCEMENT DATE” means:

      


       (a)           the
        first day in respect of which an Employee receives Compensation from an Employer
        or an Affiliate for the performance of services; or

      


       (b)           in
        the case of a former Employee who returns to the employ of an Employer or
        Affiliate after a Break in Service, the first day in respect of which, after
        such Break in Service, he receives Compensation from an Employer or Affiliate
        for the performance of services.

      


      1.26          “ENTRY
        DATE” means the first day of each Plan Year.

      


      1.27          “ERISA”
        means the Employee Retirement Income Security Act of 1974, as amended from
        time
        to time.

      


      1.28          (a)  “EXCLUDED
        EMPLOYEE” means an individual in the employ of an Employer or an Affiliate
        who:

      


      (1)           is
        employed by an Affiliate that is not an Employer; or

      


      (2)           is
        included in a unit of employees covered by a collective bargaining agreement
        between employee representatives and one or more Employers or Affiliates,
        if
        retirement benefits were the subject of good faith bargaining between such
        employee representatives and such Employer; or

      


      (3)           is
        not an Excluded Employee under Paragraph (4) of this subsection (a) and is
        neither a resident nor a citizen of the United States of America, nor receives
        “earned income”, within the meaning of Section 911(b) of the Code, from an
        Employer or Affiliate that constitutes income from sources within the United
        States, within the meaning of Section 861(a)(3) of the Code, unless the
        individual became a Participant prior to becoming a non-resident alien and
        the
        Company stipulates that he shall not be an Excluded Employee; or

      


      (4)           is
        not a citizen of the United States, unless the individual (A) was initially
        engaged as an Employee by an Employer or an Affiliate to render services
        entirely or primarily in the United States or (B) is an Employee of an Employer
        which is a United States entity, and unless, in the case of an individual
        referred to in either Subparagraph (A) or (B) of this Paragraph 4, the Company
        stipulates that he shall not be an Excluded Employee; or


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      (5)           is
        accruing benefits and/or receiving contributions under a retirement plan
        of an
        Affiliate which operates entirely or primarily outside the United States
        other
        than this Plan or the Profit Sharing Plan for Employees of AllianceBernstein
        L.P. unless, in either case, the Company stipulates that he shall not be
        an
        Excluded Employee; or

      


      (6)           is
        compensated on a commission arrangement which does not provide for payment
        of
        periodic draws against actual commissions earned; or

      


      (7)           is
        a “leased employee”.  For purposes of this Plan, a “leased employee”
means any person (other than an Employee of the recipient) who pursuant to
        an
        agreement between the recipient and any other person (“leasing organization”)
        has performed services for the recipient (or for the recipient and related
        persons determined in accordance with Section 414(n)(6) of the Code on a
        substantially full time basis for a period of at least one year), and such
        services are performed under primary direction or control by the recipient
        employer.

      


      (b)           An
        Excluded Employee shall be deemed an Employee for all purposes under this
        Plan
        except that:

      


      (1)           an
        Excluded Employee may not become a Participant while he remains an Excluded
        Employee; and

      


      (2)           a
        Participant shall not receive any Credited Service for any Year of Service
        during any part of which he remains an Excluded Employee unless the Company
        specifies otherwise.

      


      1.29          “FINAL
        AVERAGE COMPENSATION” means an amount obtained by totaling the Compensation of a
        Participant for the three (3) consecutive full calendar Years of Service
        (which
        for any such year cannot exceed the taxable wage base in effect for that
        year)
        ending on or on the last day of the calendar year immediately preceding the
        date
        of his Retirement or other Termination of Employment, whichever is applicable,
        (or his Compensation for the number of his full calendar years and fractions
        thereof then ending if less than three (3)), and dividing the sum thus obtained
        by three (3) (or such number of full calendar years and fractions thereof
        if
        less than three (3)), but limited to Covered
        Compensation.  Notwithstanding the foregoing, partial calendar Years
        of Service, other than the year of termination of employment, shall be taken
        into account in determining Final Average Compensation, if the Participant
        completed at least 750 Hours of Service in each of such partial
        years.  If any partial Year of Service is to be taken into account
        under the preceding sentence, the Compensation for such year shall be included
        in the calculation of Final Average Compensation as follows:  The
        Compensation for any such partial Year of Service shall be added to the
        Compensation for the full calendar years included in calculating Final Average
        Compensation, and the total of such Compensation shall be divided by the
        sum of
        (i) the number of full calendar years included in calculating Final Average
        Compensation and (ii) the fraction whose numerator is the number of days
        worked
        during the partial Year of Service (including any weekends, holiday or vacation
        that occur during a continuous period of employment) and whose denominator
        is
        365.  “Covered Compensation” for this Section 1.29 means the average
        of the taxable wage bases for the thirty-five (35) calendar years ending
        with
        the year an individual attains social security retirement age.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      1.30          “HIGHLY
        COMPENSATED EMPLOYEE” means an Employee who, with respect to the “determination
        year”:

      


       (a)           owned
        (or is considered as owning within the meaning of Section 318 of the Code)
        at
        any time during the “determination year” or “look-back year” more than five
        percent of the outstanding stock of the Employer or stock possessing more
        than
        five percent of the total combined voting power of all stock of the Employer
        (the attribution of ownership interest to Family Members shall be used pursuant
        to Section 318 of the Code); or

      


       (b)           who
        received “415 Compensation” during the “look-back year” from the Employer in
        excess of $80,000 and was in the Top Paid Group of Employees for the “look-back
        year”.

      


      The
        “determination year” shall be the Plan Year for which testing is being
        performed.  The “look-back year” shall be the Plan Year immediately
        preceding the “determination year.”

      


      The
        term
“415 Compensation”  shall mean compensation reported as wages, tips
        and other compensation on Form W-2 and shall include:  (i) any
        elective deferral (as defined in Section 402(g)(3) of the Code) and (ii)
        any
        amount which is contributed or deferred by the Employer at the election of
        the
        Employee and which is not includible in the gross income of the Employee
        by
        reason of Sections 125, 132(f)(4), 401(k) or 457 of the Code.  415
        Compensation shall include Deemed 125 Compensation, as defined in Section
        1.14
        of the Plan.

      


      The
        dollar threshold amount specified in (b) above shall be adjusted at such
        time
        and in such manner as is provided in Regulations.  In the case of such
        an adjustment, the dollar limits which shall be applied are those for the
        calendar year in which the “determination year” or “look-back year”
begins.

      


      In
        determining who is a Highly Compensated Employee, Employees who are nonresident
        aliens and who received no earned income (within the meaning of Section
        911(d)(2) of the Code) from the Employer constituting United States source
        income within the meaning of Section 861(a)(3) of the Code shall not be treated
        as Employees.

      


      Additionally,
        all Affiliated Employers shall be taken into account as a single employer
        and
        Leased Employees within the meaning of Sections 414(n)(2) and 414(o)(2) of
        the
        Code shall be considered Employees unless such Leased Employees are covered
        by a
        plan described in Section 414(n)(5) of the Code and are not covered in any
        qualified plan maintained by the Employer.  The exclusion of Leased
        Employees for this purpose shall be applied on a uniform and consistent basis
        for all of the Employer’s retirement plans.  Highly Compensated Former
        Employees shall be treated as Highly Compensated Employees without regard
        to
        whether they performed services during the “determination year”.

      


      1.31          “HIGHLY
        COMPENSATED FORMER EMPLOYEE” means a former Employee who had a separation year
        prior to the “determination year” and was a Highly Compensated Employee in the
        year of separation from service or in any “determination year” after attaining
        age 55.  Highly Compensated Former Employees shall be treated as
        Highly Compensated Employees.  The method set forth in this Section
        for determining who is a “Highly Compensated Former Employee” shall be applied
        on a uniform and consistent basis for all purposes for which the Section
        414(q)
        of the Code definition is applicable.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      1.32          (a)  “HOUR
        OF SERVICE” means each hour:

      


      (1)           for
        which an Employee is paid, or entitled to payment, by an Employer or Affiliate
        for the performance of duties for an Employer or Affiliate, credited for
        the
        Plan Year in which such duties were performed; or

      


      (2)           for
        which an Employee is directly or indirectly paid, or entitled to payment,
        by an
        Employer or Affiliate on account of a period of Leave of Absence, credited
        for
        the Plan Year in which such Leave of Absence occurs; or

      


      (3)           for
        which an Employee has been awarded, or is otherwise entitled to, back pay
        from
        an Employer or Affiliate, irrespective of mitigation of damages, if he is
        not
        entitled to credit for such hour under any other Paragraph of this Subsection
        (a); or

      


      (4)           during
        which an Employee is on an unpaid Leave of Absence described in Section 1.34(a)
        or (b), credited at the rate of which he would have accrued Hours of Service
        if
        he had performed his normal duties during such Leave of Absence.

      


      (5)           (A)  solely
        for purposes of Section 1.11, each hour of an Employee’s absence which commences
        on or after January, 1985 by reason of a leave pursuant to the FMLA, the
        pregnancy of such Employee, the birth of a child of such Employee, the placement
        of a child in connection with the adoption of such child by the Employee
        or the
        caring for such child for a period beginning immediately following such birth
        or
        placement.

      


      (B)           under
        this Paragraph (5) an Employee shall be credited with the number of hours
        which
        would normally have been credited to him but for such absence, or in any
        case in
        which such number cannot be determined, a total of eight (8) Hours of Service
        for each day of such absence, except that no more than 501 Hours of Service
        shall be credited to an Employee for any such period of absence and such
        Hours
        of Service shall be credited to an Employee only in the Plan Year in which
        such
        period of absence began if such Employee would be prevented from incurring
        a
        Break in Service in such Plan Year solely because of the crediting of such
        Hours
        of Service, or in any other case, in the next succeeding Plan Year.

      


      (C)           Notwithstanding
        the foregoing, an Employee shall not be credited with Hours of Service pursuant
        to this Paragraph (5) unless such Employee shall furnish to the Committee
        on a
        timely basis such information as the Committee shall reasonably require to
        establish


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (i)           that
        the absence from work is for reasons described in Subparagraph (A) hereof;
        and

       

        
        (ii)           the
        number of days which such absence continued.

      


      (b)           Except
        as provided in Paragraph (a) (5), the number of a Participant’s Hours of Service
        and the Plan Year or other compensation period to which they are to be credited
        shall be determined in accordance with Section 2530.200b-2 of the Rules and
        Regulations for Minimum Standards for Employee Pension Benefit Plans, which
        section is hereby incorporated by reference into this Plan.

      


      (c)           If
        the Participant’s compensation while an Employee was not determined on the basis
        of certain amounts for each hour worked, his Hours of Service need not be
        determined from employment records, and he may, in accordance with uniform
        and
        nondiscriminatory rules adopted by the Committee, be credited with forty-five
        (45) Hours of Service for each week in which he would be credited with any
        Hours
        of Service under the provisions of Subsection (a) or (b).

      


      1.33          “INACTIVE
        PARTICIPANT” means:

      


       (a)           an
        Employee who was a Participant during the preceding Plan Year but who, during
        the current Plan Year, neither completed a Year of Service nor incurred a
        Break
        in Service; and

      


       (b)           an
        Excluded Employee who was a Participant or an Inactive Participant during
        the
        preceding Plan Year but who, during the current Plan Year, did not incur
        a Break
        in Service.

      


      An
        Inactive Participant shall be deemed a Participant for all purposes under
        this
        Plan, except that he shall not accrue any benefit hereunder for any Plan
        Year
        during which he is an Inactive Participant.

      


      1.34          “LEAVE
        OF ABSENCE” means:

      


       (a)           absence
        on leave approved by an Employee’s Employer, if the period of such leave does
        not exceed two (2) years and the Employee returns to the employ of an Employer
        or an Affiliate upon its termination; or

      


       (b)           absence
        due to service in the Armed Forces of the United States, if such absence
        is
        caused by war or other national emergency or an Employee is required to serve
        under the laws of conscription in time of peace, and if the Employee returns
        to
        the employ of an Employer or an Affiliate within the period provided by law;
        or

      


       (c)           absence
        for a period not in excess of thirteen (13) consecutive weeks due to leave
        granted by an Employer, military service, vacation, holiday, illness,
        incapacity, layoff, or jury duty, if the Employee does not return to the
        employ
        of an Employee or Affiliate at the end of such period.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      In
        granting or withholding Leaves of Absence, each Employer or Affiliate shall
        apply uniform and non-discriminatory rules to all Employees in similar
        circumstances.

      


      1.35          “NORMAL
        RETIREMENT DATE” means the first day of the month coincident with or next
        following the sixty fifth (65th) birthday of the Participant or Retired
        Participant.

      


      1.36          “OPTION”
        means any of the optional methods of payment of a Retirement Pension which
        a
        Participant or Retired Participant may elect in accordance with Article
        VI.

      


      1.37          “PARTICIPANT”
        means any individual who has become a Participant in the Plan in accordance
        with
        Sections 2.01, 2.02 or 2.06 and whose participation has not terminated pursuant
        to Section 2.05.

      


      1.38          “PAST
        FINAL AVERAGE COMPENSATION” means the amount which would have been obtained by
        totaling the Compensation of a Participant for the five (5) consecutive full
        calendar Years of Service during the last ten (10) calendar year period ending
        on December 31, 1988 for which the Participant received his highest aggregate
        Compensation (or his Compensation for the number of his consecutive full
        calendar Years of Service ending December 31, 1988 if less than five (5)),
        except that for purposes of Section 3.02(a)(3), the calculation period shall
        end
        on December 31, 1989 rather than December 31, 1988; and dividing said aggregate
        Compensation by five (5) (or such number of consecutive full calendar Years
        of
        Service if less than five (5)).

      


      1.39          “PLAN
        YEAR” means the twelve (12) consecutive month period beginning on January 1 and
        ending on December 31 in any year commencing on or after January 1,
        1980.

      


      1.40          “PRIMARY
        SOCIAL SECURITY BENEFIT”

      


      (a)           
        means the estimated old age retirement benefit payable to a Participant under
        the Federal Old-Age and Survivors Insurance System upon his Retirement on
        his
        Normal Retirement Date or Deferred Retirement Date whichever is applicable;
        provided, however, that (i) in the event that either his Termination of
        Employment or December 31, 1989 occurs before his Normal Retirement Date,
        his
        Primary Social Security Benefit shall be estimated by computing such benefit,
        determined without regard to any Social Security benefit increases that become
        effective after his Termination of Employment or December 31, 1988, whichever
        is
        later, as if in each calendar year beginning in the calendar year in which
        occurred the earlier of his Termination of Employment or 1989, he continued
        to
        receive the same Compensation (defined as, Compensation in the calendar year
        preceding the earlier of his Termination of Employment or 1989, but including
        overtime, bonuses and commissions otherwise excluded under Section 1.14 (b)),
        as
        he received in the Plan Year last preceding the earlier of his Termination
        of
        Employment or 1989; and (ii) the Participant’s calendar year earnings in the
        year of his Employment Commencement Date and for the prior calendar years
        shall
        be estimated by applying a salary scale, projected backwards, to the
        Participant’s Compensation for the calendar year immediately following the
        calendar year of the Participant’s Employment Commencement Date, such salary
        scale being the actual change in the average wages from year to year as
        determined by the Social Security Administration.

      


      (b)           
        (1)  Notwithstanding the provisions of Subsection (a), each
        Participant may have his Primary Social Security Benefit determined on the
        basis
        on his actual salary history for the period ending on the earlier of his
        Termination of Employment or the December 31 applicable to the Participant
        for
        purposes of Subsection (a) within ninety (90) days after the later of (A)
        his
        Termination of Employment or (B) the date on which he is notified of the
        benefit
        to which he is entitled.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       (2)           As
        soon as practicable after a Participant’s Termination of employment, the
        Committee shall mail or personally deliver to the Participant a notice informing
        him (A) of his right to supply the actual salary history described in Paragraph
        (b) (1), (B) of the financial consequences of failing to supply such history
        and
        (C) that he can obtain such actual salary history from the Social Security
        Administration.

      


      1.41          “QUALIFIED
        JOINT AND SURVIVOR ANNUITY” means an annuity for the life of a Participant,
        with, if the Participant is married to a Spouse on his Retirement Pension
        Starting Date, a survivor annuity for the life of such Spouse which is one-half
        (1⁄2) of the amount of the annuity payable during the joint lives of the
        Participant and such Spouse.  Any benefit payable in the form of a
        Qualified Joint and Survivor Annuity shall be the Actuarial Equivalent of
        the
        Participant’s Retirement Pension.

      


      1.42          “QUALIFIED
        PRERETIREMENT SURVIVOR ANNUITY” means:

      


       (a)           in
        the case of a Participant who dies after his Early Retirement Date, a monthly
        life annuity for a Participant’s Spouse or Domestic Partner equal to fifty
        percent (50%) of the benefit such Participant would have received had he
        retired
        on the day before his death and commenced receiving his Retirement Pension
        on
        such date, reduced in accordance with Section 5.01, except that no reduction
        shall be made for the joint and survivor factor; and

      


       (b)           in
        the case of a Participant who dies on or prior to his Early Retirement Date,
        a
        monthly life annuity for a Participant’s Spouse  or Domestic Partner
        equal to fifty percent (50%) of the benefit such Participant would have received
        if the Participant’s Termination of Employment had occurred on the date of his
        death, and such Participant had survived to his Early Retirement Date, had
        retired immediately upon attainment of his Early Retirement Date and immediately
        commenced receiving his Retirement Pension, reduced as provided in Section
        5.01,
        except that a reduction shall be made for the joint and survivor
        factor.  The annuity described in this Subsection (b) shall commence
        to be payable, at the election of such Spouse or Domestic Partner , as of
        the
        first day of any month coincident with or next following the date on which
        the
        Participant would have attained his Early Retirement Date.

      


       (c)           in
        the case of any vested Participant referred to in Section 4.04(a) of this
        Plan
        (a “Vested Terminated Participant”) who dies on or prior to his Early Retirement
        or Normal Retirement, a monthly life annuity for the Vested Terminated
        Participant’s Spouse or Domestic Partner equal to fifty percent (50%) of the
        benefit such Vested Terminated Participant would have received if the Vested
        Terminated Participant’s Termination of Employment had occurred on the date of
        his death, and such Vested Terminated Participant had survived to his Early
        Retirement Date, had retired immediately upon attainment of his Early Retirement
        Date and immediately commenced receiving his Retirement Pension, reduced
        as
        provided in Section 5.01, except that a reduction shall be made for the joint
        and survivor factor.  The annuity described in this Subsection (c)
        shall commence to be payable, at the election of such Spouse or Domestic
        Partner
        , as of the first day of any month coincident with or next following the
        date on
        which the Vested Terminated Participant would have attained his Early Retirement
        Date.


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      1.43          “REQUIRED
        BEGINNING DATE”

      


      (a)           
        for a Participant who is not a 5-percent owner (as defined in Section 416
        of the
        Code) in the Plan Year in which he attains age 701⁄2 and who attains age 701⁄2 after
        December 31, 1998, April 1 of the calendar year following the calendar year
        in
        which occurs the later of the Participant’s (i) attainment of age 701⁄2 or (ii)
        Retirement.

      


      (b)           
        for a Participant who (i) is a 5-percent owner (as defined in Section 416
        of the
        Code) in the Plan Year in which he attains age 701/2,
        or (ii) attains age 701/2
        before January 1, 1999, April
        1 of the calendar year following the calendar year in which the Participant
        attains age 701/2.

      


      1.44          “RETIRED
        PARTICIPANT” means any Participant or former Participant who is entitled to
        benefits pursuant to Article III, IV or V.

      


      1.45          “RETIREMENT”
        means any Termination of Employment, other than by reason of death, on or
        after
        an Employee’s Early or Normal Retirement Date.

      


      1.46          “RETIREMENT
        PENSION” (a)  means the annual pension to which a Participant shall
        become entitled pursuant to Article III, IV or V.  Except as otherwise
        provided in this Plan, such Retirement Pension shall be a non-assignable
        annuity
        payable in monthly installments, each of which shall be equal to one-twelfth
        (1/12th) of the Retirement Pension determined pursuant to Article III, IV
        or V,
        whichever is applicable.  The first payment of such Retirement Pension
        shall be made in accordance with the appropriate provisions of Article III,
        IV
        or V, and, except as otherwise provided in this Plan, the last such payment
        shall be made on the first day of the month within which the Retired
        Participant’s death occurs.

      


      (b)           
        Nothing herein shall affect or lessen the rights of any Participant or
        Beneficiary or the right of any Participant to receive a Qualified Joint
        and
        Survivor Annuity under the provisions of Section 3.03 or to elect any optional
        form of payment under the provisions of Article VI.

      


      1.47          “RETIREMENT
        PENSION STARTING DATE” means the date as of which a Retired Participant’s
        Retirement Pension commences to be payable under the terms of this
        Plan.  A Participant’s Retirement Pension Starting Date shall in no
        event be later than the sixtieth (60th) day after the last day of the Plan
        Year
        in which occurs the later of the date on which he attains the age of sixty-five
        (65) years or the date of his Termination of Employment, but in no event
        later
        than the Participant’s Required Beginning Date.

      


      1.48          “SPOUSE”
        means, subject to applicable federal law:

      


       (a)           in
        the case of a Participant who dies before his Retirement Pension Starting
        Date,
        his lawfully married spouse on the date of his death if such spouse was married
        to such Participant;


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


       (b)           in
        the case of a Participant who dies on or after his Retirement Pension Starting
        Date, his lawfully married spouse on his Retirement Pension Starting Date;
        and

      


       (c)           a
        former spouse of the Participant to the extent provided in a qualified domestic
        relations order as described in Section 414(p) of the Code.

      


      1.49          “SPOUSAL
        CONSENT” means with respect to the election by a married Participant not to
        receive a Qualified Joint and Survivor Annuity pursuant to Section 3.03 as
        a
        Qualified Preretirement Survivor Annuity pursuant to Section 7.02(a) or to
        the
        consent of a Participant’s Spouse to the commencement of a Participant’s
        Retirement Pension pursuant to Section 4.04 or 5.01, that

      


      (a)           
        the Participant’s Spouse consents in writing to such election or Retirement
        Pension commencement, and the Spouse’s consent acknowledges the effect of such
        election and is witnessed by a member of the Committee or by a notary public;
        or

      


      (b)           
        it is established to the Committee’s satisfaction that the consent required
        under Subsection (a) hereof is unobtainable because the Participant is
        unmarried, because the Participant’s Spouse cannot be located, or because of
        such other circumstances as the Secretary of the Treasury may by regulation
        prescribe.

      


      Any
        such
        consent and any such determination as to the impossibility of obtaining such
        consent shall be effective only with respect to the individual who signs
        such
        consent or with respect to whom such determination is made and not with respect
        to any individual who may subsequently become the Spouse of such
        Participant.

      


      1.50          “TERMINATION
        OF EMPLOYMENT” means the date on which an Employee ceases to be employed by an
        Employer or Affiliate for any reason; provided, however, that no Termination
        of
        Employment shall be deemed to occur upon an Employee’s transfer from the employ
        of one employer or Affiliate to the employ of another Employer or
        Affiliate.

      


      1.51          “TOP
        PAID GROUP” means the top 20 percent of Employees who performed services for the
        Employer during the applicable year, ranked according to the amount of “415
        Compensation” (determined for this purpose in accordance with Section 1.30)
        received from the Employer during such year.  All Affiliated Employers
        shall be taken into account as a single employer, and Leased Employees within
        the meaning of Sections 414(n)(2) and 414(o)(2) of the Code shall be considered
        Employees unless such Leased Employees are covered by a plan described in
        Section 414(n)(5) of the Code and are not covered in any qualified plan
        maintained by the Employer.  Employees who are non-resident aliens and
        who received no earned income (within the meaning of Section 911(d)(2) of
        the
        Code from the Employer constituting United States source income within the
        meaning of Section 861(a)(3) of the Code shall not be treated as
        Employees.  Additionally, for the purpose of determining the number of
        active Employees in any year, the following additional Employees shall also
        be
        excluded; however, such Employees shall still be considered for the purpose
        of
        identifying the particular Employees in the Top Paid Group:

      


       (a)           Employees
        with less than six (6) months of service;

      


       (b)           Employees
        who normally work less than 171⁄2 hours per week;


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


       (c)           Employees
        who normally work less than six (6) months during a year; and

      


       (d)           Employees
        who have not yet attained age 21.

      


      1.52          “TREASURY
        REGULATIONS” means the regulations promulgated by the Internal Revenue Service
        and the Secretary of the Treasury under the Code.

      


      1.53          “TRUST”
        means the trust forming part of this Plan.

      


      1.54          “TRUST
        FUND” means all the assets of the Plan which are held by the
        Trustee.

      


      1.55          “TRUSTEE”
        means the persons or entity acting, at any time, as trustee of the Trust
        Fund.

      


      1.56          “YEARS
        OF SERVICE” means the following:

      


       (a)           all
        Plan Years during each of which an Employee completes at least one thousand
        (1,000) Hours of Service;

      


       (b)           for
        an Employee employed by the Company as of December 31, 1979, “Years of Service”
shall include any calendar year during which he was employed on a full-time
        basis for the entire year prior to the Effective Date by either the Company,
        or
        Donaldson, Lufkin & Jenrette Inc. (“DLJ”), or an affiliated company of DLJ,
        or Wood, Struthers & Winthrop, Inc. or Pershing Co., Inc.;

      


       (c)           in
        the case of any Plan Year consisting of fewer than twelve (12) months, the
        number of Hours of Service required to complete a Year of Service shall be
        determined by multiplying the number of months in such short Plan Year by
        eighty-three and one-third (83-1/3);

      


       (d)           for
        the purpose of applying the rules in Section 4.03 to the eligibility provisions
        in Article II, pursuant to Section 2.06(c), Years of Service shall include
        the
        twelve (12) month period, beginning on an Employee’s Employment Commencement
        Date, during which he has completed one thousand (1000) Hours of Service;
        and

      


       (e)           solely
        for the purposes of the eligibility provisions of Article II and the vesting
        provisions of Article IV and not for purposes of determining Credited Service
        under Section 1.15, in the case of an Employee who was an employee of Eberstadt
        Asset Management, Inc. (“Eberstadt”) on November 20, 1984, service with
        Eberstadt on or prior to such date shall be considered as service with an
        Employer or an Affiliate;

      


       (f)           any
        other provision of the Plan notwithstanding, including but not limited to
        Section 3.02(b) and the proviso contained in Section 1.13(b)(2) solely for
        the
        purposes of the eligibility provisions of Article II and the vesting provisions
        of Article IV and not for purposes of determining Credited Service under
        Section
        1.15, in the case of an Employee who was an employee of Equitable Capital
        Management Corporation (“ECMC”) on July 22, 1993, service with ECMC on or prior
        to such date shall be considered as service with an Employer or an
        Affiliate;


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


       (g)           for
        purposes of determining an Employee’s Early Retirement Date under the Plan, in
        the case of any individual who became an Employee on March 3, 1970, such
        an
        Employee (whether or not employed on January 1, 1993) shall be credited with
        a
        full Year of Service with respect to calendar year 1970, regardless of whether
        a
        Year of Service would otherwise have been credited under the Plan.

      


       (h)           solely
        for the purposes of the eligibility provisions of Article II and the vesting
        provisions of Article IV and not for purposes of determining Credited Service
        under Section 1.15, in the case of an Employee who was an employee of either
        Shields Asset Management, Incorporated (“Shields”) or Regent Investor Services
        Incorporated (“Regent”) on March 4, 1994 and on that date became an Employee of
        an Employer or an Affiliate, the Employee’s service with Shields or Regent on or
        prior to such date shall be considered as service with an Employer or an
        Affiliate.

      


       (i)           solely
        for the purposes of the eligibility provisions of Article II and the vesting
        provisions of Article IV and not for purposes of determining Credited Service
        under Section 1.15, in the case of an Employee who was an employee of Cursitor
        Holdings, L.P. or Cursitor Holdings Limited (individually and collectively,
        “Cursitor”) on February 29, 1996, and on that date either was employed by or
        continued in the employment of Cursitor Alliance LLC, Cursitor Holdings Limited,
        Draycott Partners, Ltd. or Cursitor-Eaton Asset Management Company, the
        Employee’s service with Cursitor on or prior to that date shall be considered as
        service with an Employer or an Affiliate.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      ARTICLE
        II

      


      ELIGIBILITY
        FOR PARTICIPATION

      


      2.01          Each
        Employee who was a Participant on the Restatement Effective Date shall remain
        a
        Participant hereunder.

      


      2.02          An
        Employee who does not become a Participant pursuant to Section 2.01 and who
        has
        attained age twenty-one (21) shall become a Participant as follows:

      


       (a)           if
        he shall have completed one thousand (1,000) Hours of Service during the
        twelve
        (12) month period beginning on his Employment Commencement Date, he shall
        become
        a Participant as of the Entry Date of the Plan Year in which occurs the end
        of
        such twelve (12) month period;

      


       (b)           if
        he has not satisfied the service requirements of Subsection (a), he shall
        become
        a Participant as of the Entry Date of the Plan Year immediately following
        the
        first Plan Year in which he completes one thousand (1,000) Hours of
        Service.

      


      2.03          If
        an Employee has not attained age twenty-one (21) on the date on which he
        satisfies the service requirement of Section 2.02, he shall become a Participant
        on the Entry Date of the Plan Year in which he attains his twenty-first (21st)
        birthday.

      


      2.04          If
        the Administrative Committee so requests, an Employee who has qualified for
        participation in the Plan shall file with the Administrative Committee a
        statement in such form as the Committee may prescribe, setting forth his
        age and
        giving such proof thereof as the Administrative Committee may
        require.

      


      2.05          A
        Participant shall cease to be a Participant as of either:

      


       (a)           the
        date of his Termination of Employment if he incurs a Break in Service during
        the
        Plan Year of such Termination of Employment or in the next succeeding Plan
        Year;
        or

      


       (b)           the
        first day of the first Plan Year in which he incurs a Break in Service, if
        he
        incurs a Break in Service without incurring a Termination of
        Employment.

      


      2.06          (a)  A
        former Participant who has incurred a Break in Service following a Termination
        of Employment and who is re-employed by an Employer or Affiliate shall again
        become a Participant on the earlier of:

      


      (1)           his
        most recent Employment Commencement Date, if he completes one thousand (1,000)
        Hours of Service during the twelve (12) month period beginning on such date;
        or

      


      (2)           the
        first day of the first Plan Year following his most recent Employment
        Commencement Date during which he completes one thousand (1,000) Hours of
        Service.


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (b)           
        A former Participant who has incurred a Break in Service without a Termination
        of Employment shall again become a Participant as of the first day of the
        subsequent Plan Year during which he completes one thousand (1,000) Hours
        of
        Service.

      


      (c)           
        If the provisions of Section 4.03 are applicable to a former Participant,
        then
        Section 2.06(a) or (b) shall be inapplicable, and such former Participant
        shall
        again become a Participant when he satisfies the provisions of Section
        2.02.

      


      2.07          An
        Employee who is an Excluded Employee on the date on which he would otherwise
        become a Participant pursuant to Sections 2.01, 2.02, 2.03, or 2.06, shall
        become a Participant on the date, if any, on which he ceases to be an Excluded
        Employee, if he is then an Employee.

      


      2.08          Notwithstanding
        any provision of this Plan to the contrary, effective as of December 12,
        1994,
        contributions, benefits and service credit with respect to qualified military
        service shall be provided in accordance with Section 414(u) of the
        Code.

      


      2.09          Notwithstanding
        any other provision of the Plan, the following individuals shall not be eligible
        to participate or be a Participant in this Plan:  (i) any person who
        becomes an Employee on or after October 2, 2000 and (ii) employees of Sanford
        C.
        Bernstein, Inc., Sanford C. Bernstein & Co., Inc. and Bernstein Technologies
        Inc. and their subsidiaries who became Employees upon or after the consummation
        of the transactions described in that certain Acquisition Agreement dated
        as of
        June 20, 2000, as amended and restated as of October 2, 2000, among Alliance
        Capital Management L.P., Alliance Capital Management Holding L.P., Alliance
        Capital Management LLC, Sanford C. Bernstein Inc., Bernstein Technologies
        Inc.,
        SCB Partners Inc., Sanford C. Bernstein & Co., LLC and SCB
        LLC.


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      ARTICLE
        III

      


      RETIREMENT
        ON OR AFTER NORMAL RETIREMENT DATE

      


      3.01          Each
        Participant shall be retired no later than on his seventieth (70th) birthday
        if
        permitted under the provisions of the Age Discrimination in Employment Act,
        unless both he and his Employer agree that he shall be continued as an Employee
        beyond that date.  Payments from the Plan shall begin in any event on
        the Participant’s Required Beginning Date in accordance with Section 3.03(a),
        applied as if the Participant’s Retirement occurred on the last day of the
        calendar year immediately preceding his Required Beginning Date.  If a
        Participant continues as an Employee following his Required Beginning Date,
        the
        amount of the Participant’s Retirement Pension payable upon his actual
        Retirement shall be actuarially reduced, using an investment rate of 6% and
        the
        UP 1984 mortality table with ages set back one year, to reflect any payments
        the
        Participant received prior to such Retirement following the Required Beginning
        Date; provided, however, that the preceding reduction shall not apply to
        any
        Participant who attained his Required Beginning Date before January 1,
        1996.  Notwithstanding any provision of this Plan to the contrary, the
        provisions of this Section 3.01 shall be construed in a manner that complies
        with Section 401(a)(9) of the Code and, with respect to distributions made
        on or
        after January 1, 2001, the Plan will apply the minimum distribution requirements
        of Section 401(a)(9) of the Code in accordance with the Treasury Regulations
        thereunder that were proposed in January 2001, the provisions of which are
        hereby incorporated by reference.  This preceding sentence shall
        continue in effect until the end of the last calendar year beginning before
        the
        effective date of the final regulations under Section 401(a)(9) of the Code
        or
        such other date as may be specified in guidance published by the Internal
        Revenue Service.

      


      3.02          (a)  A
        Participant shall be fully (100%) vested in his Accrued Benefit on his
        sixty-fifth (65th)
        birthday.  Upon his Retirement on or after his Normal Retirement Date,
        a Participant shall be entitled to receive a Retirement Pension, commencing
        on
        such date, equal to:

      


      (1)           (A)  one
        and one-half percent (1-1/2%) of his Average Final Compensation multiplied
        by
        the number, not exceeding thirty-five (35), of his years of Credited Service
        completed prior to his Retirement, reduced by

      


      (B)           sixty-five
        one hundredths of one percent (.65%) of his Final Average Compensation
        multiplied by the number, not exceeding thirty five (35), of his years of
        Credited Service completed prior to his Retirement, plus

      


      (C)           one
        percent (1%) of his Average Final Compensation multiplied by the number,
        if any,
        of his years of Credited Service exceeding thirty-five (35) completed prior
        to
        his Retirement, or

      


      (2)           (A)  one
        and one-half percent (1-1/2%) of his Past Final Average Compensation multiplied
        by the number of his years of Credited Service completed as of December 31,
        1988, reduced by

      


      (B)           one
        and two-thirds percent (1-2/3%) of his Primary Social Security Benefit
        multiplied by the number of his years of Credited Service completed as of
        December 31, l988, but in no event by more than eighty-three and a third
        percent
        (83-1/3%) of his Primary Social Security Benefit, plus


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      (C)           one
        and one-half percent (1-1/2%) of his Average Final Compensation multiplied
        by
        the number, not exceeding thirty-five (35) (less the number of years of Credited
        Service referred to in Paragraph (2) (A) hereof, but not reduced below zero),
        of
        his years of Credited Service completed after 1988 and prior to January 1,
        1991,
        reduced by

      


      (D)           sixty-five
        one hundredths of one percent (.65%) of his Final Average Compensation
        multiplied by the number, not exceeding thirty-five (35) (less the number
        of
        years of Credited Service referred to in Paragraph (2) (A) hereof, but not
        reduced below zero), of his years of Credited Service completed after 1988
        and
        prior to January 1, 1991, plus

      


      (E)           one
        percent (1%) of his Average Final Compensation multiplied by the number,
        if any,
        of his years of Credited Service exceeding thirty-five (35) completed after
        1988
        and prior to January 1, 1991.

      


      (3)           Notwithstanding
        Paragraphs (1) and (2) above, in the case of a Participant who is not a Highly
        Compensated Employee described in Section 414(q)(1)(A) or (B) of the Code,
        the
        Retirement Pension shall not be less than:

      


      (A)           one
        and one-half percent (1-1/2%) of his Past Final Average Compensation multiplied
        by the number of his years of Credited Service completed prior to 1990, reduced
        by

      


      (B)           one
        and two-thirds percent (1-2/3%) of his Primary Social Security Benefit,
        multiplied by the number of his years of Credited Service completed prior
        to
        1990, but in no event by more than eighty-three and one third percent (83-1/3%)
        of his Primary Social Security Benefit.

      


      (b)           
        Notwithstanding Subsection (a), the Retirement Pension of a Participant who
        is
        referred to in the proviso of Section 1.15(b)(2) shall be reduced, but not
        below
        the amount computed under Subsection (a) without regard to the Participant’s
        Credited Service referred to in that proviso, by the retirement pension based
        on
        the Credited Service referred to in the proviso which the Participant is
        entitled to receive upon his Retirement on or after his Normal Retirement
        Date
        pursuant to the “defined benefit plan” of any Affiliate referred to in the
        proviso or any successor or transferor plan or that he would have been entitled
        to receive but for the prior payment of all or a portion of his benefits
        under
        any such plan.

      


      (c)           
        Notwithstanding the foregoing, the retirement pension to which a participant
        is
        entitled upon his actual date of Retirement shall in no case be less than
        the
        Retirement Pension to which he would have been entitled if he had retired
        on any
        earlier date on or after his Early Retirement Date.

      


      (d)           
        Notwithstanding any other provision of this Plan, the Retirement Pension
        of a
        Participant, calculated on a life annuity basis, may not exceed $100,000
        per
        year.


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      (e)           
        Notwithstanding the foregoing, the Retirement Pension of a Participant described
        in this subsection (e) shall be equal to the greater of:

      


      (1)           the
        Participant’s Retirement Pension determined under Section 3.02(a)-(d) as applied
        to the Participant’s total years of Credited Service under the Plan;
        or

      


      (2)           the
        sum of:  (A) the Participant’s Retirement Pension as of December 31,
        1993, frozen in accordance with Treasury Regulation Section 1.401(a)(4)-13,
        and
        (B) the Participant’s Retirement Pension determined under 3.02(a)-(d), as
        applied to the Participant’s years of Credited Service accrued after December
        31, 1993.

      


      The
        previous sentence shall apply only to a Participant whose Retirement Pension
        determined on or after January 1, 1994 is based, at least in part, on
        Compensation for a Plan Year beginning prior to January 1, 1994 that exceeded
        $150,000.

      


      (f)            
        If a Participant (other than a 5% owner as described in Section 414(q) of
        the
        Code) continues as an Employee after the April 1 of the calendar year following
        the calendar year in which such Participant attains age 701⁄2 (the “April 1
        Date”), the provisions of this Section 3.02(f) shall apply in place of the
        provisions of Section 3.04(a) for periods of employment after the April 1
        Date.  The Participant’s Accrued Benefit, determined as of any date
        after the April 1 Date, shall equal the greater of:

      


      (1)           the
        Actuarial Equivalent, as of the date of such determination, of the Participant’s
        Accrued Benefit determined as of the April 1 Date (if the determination is
        made
        in the Plan Year in which the April 1 Date occurs), or determined as of the
        last
        day of the prior Plan Year (if the determination is made in any later year),
        or

      


      (2)           the
        Participant’s Accrued Benefit determined as of the last day of the prior Plan
        Year, increased by any additional accrual due to Credited Service earned
        in the
        current Plan Year.

      


      3.03          (a)(1)      Notwithstanding
        any other provision of the Plan and except as provided in Paragraph (2) hereof
        and in Subsection (b), the Retirement Pension of a married Participant or
        former
        married Participant shall be paid in the form of a Qualified Joint and Survivor
        Annuity, and if the Participant is not married, in the form of a Single Life
        Annuity.

      


       (2)           Distribution
        to a Participant in a single sum payment of the entire Actuarial Equivalent
        of
        the Accrued Benefit to which he has become entitled shall be made:

      


      (A)           if
        such distribution is made prior to the date on which payment of the Qualified
        Joint and Survivor Annuity commences and the amount of such distribution
        is
        $5,000 (for Participants whose Termination of Employment occurs before January
        1, 1998, $3,500) or less; or


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      (B)           in
        any case not described in subparagraph (A), with the written consent of the
        Participant and his Spouse (or, if the Participant has died, of his surviving
        Spouse).

      


      For
        purposes of this Subsection, if the Actuarial Equivalent of the Retirement
        Pension to which a Participant has become entitled is zero, the Participant
        shall be deemed to have fully received a distribution of such zero Retirement
        Pension in a single sum.

      


      Effective
        ad of March 28, 2005, single sum payments pursuant to subparagraph 3.03(a)(2)(A)
        will be made without the Participant’s consent if the amount of the distribution
        is $1,000 or less and will be made only with the Participant’s consent if the
        amount exceeds $1,000 but is not in excess of $5,000.

      


      (b)           
        A Participant or former Participant shall have the right to elect, during
        the
        ninety (90) day period terminating on his Retirement Pension Starting Date
        and
        subject to Spousal Consent, not to receive his Retirement Pension in the
        form of
        a Qualified Joint and Survivor Annuity.  Any election made under this
        Subsection (b) may be revoked at any time and, once revoked, may be made
        again.

      


      (c)            The
        Committee shall provide to each Participant, no less than 30 days and no
        more
        than 180 days (90 days before January 1, 2007) before his or her Retirement
        Pension Starting Date, a written explanation of:

      


      (1)           the
        terms and conditions of the Qualified Joint and Survivor Annuity;

      


      (2)           the
        Participant’s right to make, and the effect of, an election under Subsection (b)
        to waiver the Qualified Joint and Survivor Annuity; and

      


      (3)           the
        rights of the Participant’s Spouse with respect to such election;
        and

      


      (4)           the
        right to make, and the effect of, a revocation of any such
        election.

      


      A
        Participant may elect (with any applicable spousal consent) to waive the
        requirement that the written explanation be provided at least 30 days before
        the
        Retirement Pension Starting Date if the distribution commences more than
        7 days
        after such explanation is provided.

      


      (d)           
        The written notification described in Subsection (c) shall be furnished by
        the
        Committee by mail or personal delivery to the Participant or, to the extent
        permitted by regulations, by posting such notification, in accordance with
        Treasury Regulation Section 1.7476-2(c) (1), at all locations normally used
        by
        the Employer for the posting of employee matters.

      


      (e)           
        If a Participant so requests on or before the sixtieth (60th) day after the
        information described in Subsection (c) is furnished to him (or by such later
        date as the Committee shall prescribe), within thirty (30) days after its
        receipt of such request, personally deliver or mail to him a written explanation
        of the terms and conditions of the Qualified Joint and Survivor Annuity and
        of
        the financial effect on the Participant’s Retirement Pension (in terms of
        dollars per Retirement Pension payment), of electing and of not electing
        to
        receive benefits in such form.


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      (f)           
        A Participant who elects not to receive his Retirement Pension in the form
        of a
        Qualified Joint and Survivor Annuity or whose Spouse does not meet the
        requirements of Section 1.48 shall receive his Retirement Pension in the
        form
        specified by the Option which he has elected pursuant to Article VII or,
        if no
        such Option has been elected, in the form of an annuity for his own
        life.

      


      3.04          Notwithstanding
        anything to the contrary contained in this Plan (except to the extent otherwise
        provided in Section 3.02(f)),

      


      (a)           
        If a Participant continues as an Employee after his Normal Retirement Date,
        the
        Participant’s Accrued Benefit shall be actuarially increased to take into
        account the period after his Normal Retirement Date during which the Participant
        was not receiving any benefits under the Plan.  The Participant’s
        Accrued Benefit, determined as of any date after his Normal Retirement Date,
        shall equal the greater of:

      


      (1)           the
        Actuarial Equivalent, as of the date of such determination, of the Participant’s
        Accrued Benefit determined as of his Normal Retirement Date (if the
        determination is made in the Plan Year in which he reaches his Normal Retirement
        Date), or determined as of the last day of the prior Plan Year (if the
        determination is made in any later year), or

      


      (2)           the
        Participant’s Accrued Benefit determined as of the last day of the prior Plan
        Year, increased by any additional accrual due to Credited Service earned
        in the
        current Plan Year.

      


      (b)           
        If a Participant, after his Normal Retirement Date, again becomes an Employee,
        his Retirement Pension shall be suspended during the period of his
        reemployment.  The amount of such reemployed Participant’s Retirement
        Pension payable upon his subsequent retirement shall be determined in accordance
        with Section 3.04(a), except that (1) the Participant’s date of reemployment
        shall be substituted for the Participant’s Normal Retirement Date and (2) such
        Retirement Pension shall be reduced by the Actuarial Equivalent of the
        retirement benefits previously received.


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      ARTICLE
        IV

      


      VESTING

      


      4.01          (a)  Participant
        whose Termination of Employment occurs, other than by reason of his death
        or
        Disability, prior to his Early Retirement Date, shall have a vested interest
        in
        his Accrued Benefit determined in accordance with the following
        schedule:

      


      
        	
                Years
                  of Service

              	
                Percentage
                  Vested

              
	
                Fewer
                  than Five

              	
                   
                  0%

              
	
                Five
                  or more

              	
                100%

              


      

      


      provided
        that the applicable percentage for a Participant who had four (4) but fewer
        than
        five (5) Years of Service prior to October 25, 1989 shall in no event be
        less
        than forty percent (40%).

      


      (b)           
        Notwithstanding the foregoing, a Participant shall be fully (100%) vested
        upon
        his death, upon his Termination of Employment due to Disability, or upon
        attaining his Early Retirement Date.

      


      4.02          If
        a former Employee again becomes an Employee after having incurred a Break
        in
        Service, the Years of Service which he had completed prior to such Break
        in
        Service shall be disregarded for all purposes under this Plan until he shall
        have completed one (1) Year of Service after such Break in Service.

      


      4.03          If
        a former Employee:

      


       (a)           has
        incurred a number of consecutive Breaks in Service which equals or exceeds
        the
        greater of (i) five (5) or (ii) the number of his Years of Service before
        such
        Breaks in Service;

      


       (b)           had
        no vested interest in his Accrued Benefit at the time of such Break in Service;
        and

      


       (c)           again
        becomes an Employee, his Years of Service prior to such Breaks in Service
        shall
        be disregarded for all purposes under this plan.

      


      4.04          (a)  A
        vested Participant whose Termination of Employment occurs, other than by
        reason
        of his death or Disability, prior to his Early Retirement Date shall be entitled
        to a Retirement Pension:

      


      (1)           commencing
        on his Early Retirement Date; or

      


      (2)           at
        his written election, commencing on the first day of any month after his
        Early
        Retirement Date but not later than his Normal Retirement Date;

      


      and
        which
        is the Actuarial Equivalent, as of his Retirement Pension Starting Date,
        of his
        Accrued Benefit; provided, that without the written consent of the Participant,
        and if the Participant is married, Spousal Consent, such Retirement Pension
        shall not commence prior to his Normal Retirement Date if the Actuarial
        Equivalent of such Retirement Pension is greater than $5,000 (for Participants
        whose Termination of Employment occurs before January 1, 1998,
        $3,500).


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      (b)           
        Notwithstanding any other provision of this Plan, if a Participant is entitled
        to a Retirement Pension pursuant to the provisions of this Article IV, such
        Retirement Pension shall be paid in accordance with the provisions of Section
        3.04.

      


      4.05          In
        the case of a former Participant who is reemployed by any Employer or an
        Affiliate before such Participant’s Normal Retirement Date:

      


       (a)           if
        he is receiving a Retirement Pension at the time of his reemployment, such
        Retirement Pension shall be suspended during the period of his reemployment,
        and
        any years of Credited Service with respect to which he has received any benefits
        under this Plan shall be taken into account for purposes of determining his
        benefit under benefit accrual provisions of Section 3.02 or Subsection
        11.04(a)(2), but the amount of his Retirement Pension, when payable, shall
        be
        reduced by the Actuarial Equivalent of such benefits previously
        received;

      


       (b)           if
        he had received a single sum distribution (or been deemed to have received
        such
        a distribution under Subsection 3.03(a)(2) hereof) or any optional payment
        under
        the terms of the Plan, his Years of Credited Service with respect to which
        he
        had received any benefits under this Plan shall be taken into account for
        purposes of determining his benefit under the benefit accrual provisions
        of
        Section 3.01 or Subsection 11.04(a)(2), but the amount of his Retirement
        Pension, when payable, shall be reduced by the Actuarial Equivalent of the
        benefits previously received.  In the case of an Employee whose period
        of reemployment extends beyond his Normal Retirement Date, the provisions
        of
        Section 3.04(a) shall apply in addition to the provisions of this Section
        4.05.


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      ARTICLE
        V

      


      EARLY
        RETIREMENT AND DISABILITY BENEFIT

      


      5.01          Upon
        Retirement on or after his Early Retirement Date but before his Normal
        Retirement Date, a Participant shall be entitled to elect to receive, with
        his
        written consent and the consent of his Spouse, if applicable, a Retirement
        Pension commencing on:

      


       (a)           the
        first day of the month coincident with or next following the date of his
        Retirement; or

      


       (b)           the
        first day of any month which precedes his Normal Retirement Date;

      


      which
        is
        the Actuarial Equivalent as of his Normal Retirement Date of his Accrued
        Benefit.

      


      Notwithstanding
        the foregoing, however, in no event shall the Participant’s Retirement Pension
        payable pursuant to this Section 5.01 be less than the Participant’s Retirement
        Pension determined under this Section as of December 31, 1995 based on the
        Annuity Purchase Rate and mortality determined by application of the UP-1984
        mortality table set back one year.

      


      5.02          Upon
        a Participant’s Termination of Employment due to Disability, he shall be fully
        (100%) vested in his Accrued Benefit and shall be entitled to receive a
        Retirement Pension commencing on his Normal Retirement which is equal to
        his
        Accrued Benefit as of the date of his Termination of Employment.

      


      5.03          Notwithstanding
        any other provision of this Plan, if a Participant is entitled to a Retirement
        Pension pursuant to the provisions of this Article V, such Retirement Pension
        shall be paid in accordance with the provisions of Section
        3.04.


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      ARTICLE
        VI

      


      OPTIONAL
        METHODS OF PAYMENT

      


      6.01          The
        optional methods of payment set forth in this Section 6.01 shall be available
        under the Plan and shall be elected in the manner provided herein.

      


      (a)           
        Election Procedure.

      


      A
        Participant or Retired Participant may elect any of the Options provided
        herein,
        which Option shall be the Actuarial Equivalent (determined as of his Retirement
        Pension Starting Date) of the Retirement Pension otherwise payable to him
        in
        accordance with Article III, IV or V, whichever is applicable; provided,
        however, that no Option may be elected which would permit his Beneficiary
        (other
        than his Spouse) to receive a benefit which is fifty percent (50%) or more
        of
        the Actuarial Equivalent (determined as of the Participant’s projected
        Retirement Pension Starting Date) of the combined benefits payable to such
        Beneficiary and such Participant or Retired Participant.  Such
        election shall be made in accordance with Section 3.03(b) .  Except as
        otherwise provided in this Article VI, an Option shall become effective on
        the
        later of (1) the date a Participant elects an Option, or (2) his Retirement
        Pension Starting Date.  If a Participant or Retired Participant dies
        before the date on which an Option becomes effective, any election of such
        Option shall be null and void.  A married Participant may elect an
        Option only if he elects, in accordance with Section 3.03, not to receive
        benefits in the form of a Qualified Joint and Survivor Annuity.

      


      (b)           
        The following Options may be elected by a Participant:

      


      Option
        1

      


      Life
        Annuity:  A Participant or Retired Participant may elect to
        receive his Retirement Pension in the form of an annuity for his own life
        only.

      


      Option
        2

      


      Joint
        and Survivor Annuity:  (1)  A Participant or Retired
        Participant may elect to receive an actuarially adjusted Retirement Pension
        payable to himself in equal monthly installments for his lifetime and thereafter
        payable to his Beneficiary, if such Beneficiary survives him, in equal monthly
        installments at a rate of fifty percent (50%), seventy-five percent (75%)
        or one
        hundred percent (100%), as the Participant or Retired Participant may designate,
        of the Retirement Pension payable during their joint
        lifetimes.  Election of this Option is conditioned upon the statement
        of the name and gender of the Beneficiary in such election, and in addition,
        the
        delivery to the Administrative Committee within ninety (90) days after filing
        such election of proof, satisfactory to the Administrative Committee, of
        the age
        of the Beneficiary.

      


       (2)           If
        his Beneficiary dies before the Retirement Pension Starting Date of the
        Participant or Retired Participant, any election of this Option 2 shall be
        null
        and void.

      


       (3)           If
        his Beneficiary dies after the Retired Participant’s Retirement Pension Starting
        Date, the election of this Option 2 shall be effective, and the Participant
        or
        Retired Participant shall receive or continue to receive the same actuarially
        adjusted Retirement Pension as if his Beneficiary had not predeceased
        him.


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      Option
        3

      


      Life
        Annuity - Period Certain:  A Participant or Retired Participant
        may elect to receive an actuarially adjusted Retirement Pension payable in
        equal
        monthly installments for his lifetime or over a period certain not longer
        than
        the greater of the Participant’s life expectancy on his Retirement Pension
        Starting Date, or the joint life and last survivor expectancy of the Participant
        or Retired Participant and his Beneficiary on his Retirement Pension Starting
        Date, determined under the Treasury Regulations under Section 72 of the
        Code.  If the Participant or Retired Participant dies prior to the end
        of the period certain, the remaining installments shall be paid to his
        Beneficiary.  Notwithstanding the foregoing, effective 180 days after
        the adoption of this amended and restated Plan document, the period certain
        option shall be limited to a period certain of either ten (10) years or fifteen
        (15) years as elected by a Participant.

      


      Option
        4

      


      Single
        Sum Distribution:  A Participant or Retired Participant may elect
        to receive the Actuarial Equivalent of his Accrued Benefit, computed as of
        his
        Retirement date, in the form of a single sum distribution. Such amount shall
        be
        paid to him, or, if he dies between the date on which the distribution first
        becomes payable and the date of actual distribution, to his Beneficiary,
        within
        sixty days after the date which would otherwise have been his Retirement
        Pension
        Starting Date; provided, however, that the entire amount shall be distributed
        within a single taxable year of the recipient.  In no event shall a
        Participant’s benefit payable under this Option 4 be less than would have been
        payable under the terms of the Plan in effect on December 31, 1995 based
        on the
        Participant’s Accrued Benefit as of that date.

      


      Option
        5

      


      Payment
        in Installments:  A Participant or Retired Participant may elect
        to have the Actuarial Equivalent of his Accrued Benefit, computed as of his
        Retirement date, paid to him in approximately equal installments, payable
        no
        less often than annually, over a period certain not longer than the greater
        of
        the Participant’s life expectancy on his Retirement Pension Starting Date, or
        the joint life and last survivor expectancy of the Participant or Retired
        Participant and his Beneficiary on his Retirement Pension Starting Date,
        determined under the Treasury Regulations under Section 72 of the
        Code.  If the Participant or Retired Participant dies prior to the end
        of the period certain, the remaining installments shall be paid to his
        Beneficiary.  In no event shall a Participant’s benefit payable under
        this Option 5 be less than would have been payable under the terms of the
        Plan
        in effect on December 31, 1995 based on the Participant’s Accrued Benefit as of
        that date.  Notwithstanding the foregoing, effective 180 days after
        the adoption of this amended and restated Plan document, the installment
        option
        shall be limited to a period certain of either ten (10) years or fifteen
        (15)
        years as elected by a Participant.

      


      (c)           
        Change of Option:

      


      A
        Participant or Retired Participant may elect to change the Option then in
        effect
        at any time during the period provided in Subsection (a) within which an
        Option
        may be elected; provided, however, that a Participant or Retired Participant
        may
        not elect to change the Option then in effect more frequently than once during
        any consecutive twelve (12) month period.


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      (d)           
        Designation of Beneficiary:

      


      (1)           Upon
        receipt of notification from the Administrative Committee that he has qualified
        for participation in the Plan, a Participant may designate a Beneficiary
        or
        Beneficiaries and a successor Beneficiary or Beneficiaries.  A
        Participant or Retired Participant may change such designation from time
        to time
        by filing a new designation with the Administrative Committee.  No
        change of Beneficiary shall require the consent of any previously designated
        Beneficiary, and no Beneficiary shall have any rights under this Plan except
        as
        specifically provided by its terms.

      


      (2)           If
        a Retired Participant (other than one who has elected Option 1 or 2) has
        failed
        to designate a Beneficiary, or if his Beneficiary has predeceased him, or
        if he
        has instructed the Administrative Committee in writing to designate a
        Beneficiary, the Administrative Committee shall designate a Beneficiary or
        Beneficiaries on his behalf, but only from among his Spouse, descendants
        (including adoptive descendants), parents, brothers and sisters, or nephews
        and
        nieces; provided, however, that if the Retired Participant had instructed
        the
        Administrative Committee in writing to designate in a specified order or
        from a
        specified group, the Administrative Committee shall act only in accordance
        with
        such written instructions.  If a Retired Participant has no validly
        designated Beneficiary, the Actuarial Equivalent of any amounts which would
        otherwise have been payable to a Beneficiary shall be paid to the Retired
        Participant’s estate.

      


      (3)           If
        the Beneficiary of a Participant or Retired Participant predeceases him the
        rights of such Beneficiary shall thereupon terminate.

      


      (4)           If
        a Retired Participant dies after any installment of his Retirement Pension
        has
        become due but has not yet been paid to him, the balance of such installment
        shall be paid to his Beneficiary.

      


      6.02          The
        Administrative Committee is authorized and empowered from time to time to
        adopt
        and fairly to administer regulations relating to the exercise or operation
        of an
        Option; provided, however, that no such regulation shall be inconsistent
        with
        the provisions of Section 6.01.  Without limiting the generality of
        the foregoing such regulations may prescribe:

      


       (a)           such
        terms and conditions as the Administrative Committee shall deem appropriate
        in
        respect of the exercise of any Option;

      


       (b)           the
        form of application;

      


       (c)           any
        information or proof thereof to be furnished by a Participant, a Retired
        Participant or a Beneficiary in connection with any Option; and

      


       (d)           any
        other requirement or condition relating to any Option.


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      6.03          The
        Administrative Committee may, in its sole discretion, at any time or from
        time
        to time, provide the benefits to which any Retired Participant or his
        Beneficiary is entitled under this Plan by purchase of any form of nonassignable
        annuity contract.  Upon the purchase of any such contract, the rights
        of the Retired Participant and his Beneficiary to receive any payments pursuant
        to this Plan shall be exclusively limited to such rights as may accrue under
        such contract, and neither such Retired Participant nor his Beneficiary shall
        have any further claim against his Employer, the Administrative Committee,
        the
        Trustee or any other person.

      


      6.04          If,
        at any time, any Retired Participant or his Beneficiary is, in the judgment
        of
        the Administrative Committee, legally, physically or mentally incapable of
        personally receiving and receipting for any payment due hereunder, payment
        may,
        in the discretion of the Administrative Committee, be made to the guardian
        or
        legal representative of such Retired Participant or Beneficiary or, if none
        exists, to any other person or institution which, in the judgment of the
        Administrative Committee, is then maintaining, or then has custody of, such
        Retired Participant or Beneficiary.

      


      6.05          Notwithstanding
        anything to the contrary contained in this Plan:

      


       (a)           The
        entire interest of each Participant must be distributed or begin to be
        distributed no later than the Participant’s Required Beginning
        Date.

      


       (b)           Distributions,
        if not made in a single sum, may only be made over one of the following periods
        (or a combination thereof):

      


      (1)           the
        life of the Participant,

      


      (2)           the
        life of the Participant and Designated Beneficiary,

      


      (3)           a
        period certain not extending beyond the life expectancy of the Participant,
        or

      


      (4)           a
        period certain not extending beyond the joint and last survivor expectancy
        of
        the Participant and his Designated Beneficiary.

      


       (c)           If
        the Participant dies after distribution of his or her interest has begun,
        the
        remaining portion of such interest will continue to be distributed at least
        as
        rapidly as under the method of distribution being used prior to the
        Participant’s death.

      


       (d)           If
        the Participant dies before distribution of his or her interest begins,
        distribution of the Participant’s entire interest shall be completed by December
        31 of the calendar year containing the fifth (5th) anniversary of the
        Participant’s death except to the extent that an election is made to receive
        distributions in accordance with (1) or (2) below:

      


      (1)           If
        any portion of the Participant’s interest is payable to a Beneficiary,
        distributions may be made over the life or over a period certain not greater
        than the life expectancy of the Designated Beneficiary commencing on or before
        December 31 of the calendar year immediately following the calendar year
        in
        which the Participant died;


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      (2)           If
        the Beneficiary is the Participant’s surviving Spouse, the date distributions
        are required to begin in accordance with (a) above shall not be earlier than
        December 31 of the calendar year in which the Participant would have attained
        age 70-1/2;

      


      (3)           If
        the surviving Spouse dies before the distributions to such spouse begin,
        the
        provisions of this Section 6.05(d), shall be applied as if the surviving
        spouse
        were the Participant.

      


       (e)           Any
        amount paid to a child of the Participant will be treated as if it has been
        paid
        to the surviving Spouse if the amount becomes payable to the surviving spouse
        when the child reaches the age of majority.

      


       (f)           The
        life expectancy of a Participant and his Spouse may be recalculated
        annually.  The life expectancy of a non-Spouse beneficiary may not be
        recalculated.

      


       (g)           Notwithstanding
        any provision of this Plan to the contrary, the provisions of this Section
        6.05
        shall be construed in a manner that complies with Section 401(a)(9) of the
        Code
        and, with respect to distributions made on or after January 1, 2001, the
        Plan
        will apply the minimum distribution requirements of Section 401(a)(9) of
        the
        Code in accordance with the Treasury Regulations thereunder that were proposed
        in January 2001, the provisions of which are hereby incorporated by
        reference.  This subsection (g) shall continue in effect until the end
        of the last calendar year beginning before the effective date of the final
        regulations under Section 401(a)(9) of the Code or such other date as may
        be
        specified in guidance published by the Internal Revenue Service.

      


       (h)           Notwithstanding
        any provision of this Plan to the contrary, the provisions of this Section
        6.05
        shall be construed in a manner that complies with Section 401(a)(9) of the
        Code
        and the final Treasury Regulations thereunder, as reflected in Appendix A
        to the
        Plan.

      


      6.06          Notwithstanding
        anything contained herein to the contrary, unless the Participant elects
        otherwise, distributions to the Participant will commence no later than the
        60th
        day after the close of the Plan Year in which occurs the latest of:

      


      (1)           the
        Participant’s attainment of age 65;

      


      (2)           the
        10th anniversary of the year in which the Participant commenced participation
        in
        the Plan; or

      


      (3)           the
        Participant’s termination of service with the Employer.

      


      Notwithstanding
        the foregoing, the failure of a Participant and his Spouse to consent to
        a
        distribution at any time that any portion of the Accrued Benefit could be
        distributed to the Participant or his surviving Spouse prior to the time
        the
        Participant attains (or would have attained if not deceased) age 65, shall
        be
        deemed to be an election to defer payment of any benefit sufficient to satisfy
        this Section 6.06.


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      ARTICLE
        VII

      


      DEATH
        BENEFIT

      


      7.01          No
        benefits under this Plan shall be payable on account of the death of a
        Participant or Retired Participant other than a death benefit pursuant to
        Section 3.03, an Option validly elected under Article VI, or this Article
        VII.

      


      7.02          (a)  Except
        as provided in Subsection (b), if a Participant who is vested in any portion
        of
        his Accrued Benefit should die prior to his Retirement Pension Starting Date,
        his Spouse or Domestic Partner shall be entitled to receive a Qualified
        Preretirement Survivor Annuity.

      


      (b)           
        Notwithstanding any other provision of this Article VII, distributions of
        the
        Actuarial Equivalent of the Qualified Preretirement Survivor Annuity to which
        a
        surviving Spouse  or Domestic Partner has become entitled shall
        immediately be made or commence to be made to the surviving Spouse or Domestic
        Partner in a form other than the Qualified Preretirement Survivor
        Annuity:

      


      (1)           if
        such distribution is made prior to the date on which payments of the Qualified
        Preretirement Survivor Annuity commence and the amount of such distribution
        is
        $5,000 (for Participants whose Termination of Employment occurs before January
        1, 1998, $3,500) or less; or

      


      (2)           in
        any case not described in Paragraph (1), with the written consent of such
        surviving Spouse.

      


      7.03          (a)  The
        Committee shall provide each Participant within the “applicable period” for such
        Participant a written explanation of the Qualified Preretirement Survivor
        Annuity comparable to the explanation required in Section 3.03(c).

      


      (b)           
        The applicable period is whichever of the following periods ends
        last:

      


      (1)           the
        period beginning with the first day of the Plan Year in which the Participant
        attains age 32 and ending with the close of the Plan Year preceding the Plan
        Year in which the Participant attains age 35;

      


      (2)           “a
        reasonable period” ending after the individual becomes a Participant;
        and

      


      (3)           “a
        reasonable period” ending after this Section 7.03 first applies to the
        Participant.

      


      For
        purposes of this Section 7.03, “a reasonable period” is the end of the two year
        period beginning one year prior to the date the applicable event occurs,
        and
        ending one year after that date.

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      
        (c)           
          Notwithstanding the foregoing in the case of a Participant who separates
          from
          service before the Plan Year in which age 35 is attained, notice shall
          be
          provided within the two year period beginning one year prior to separation
          and
          ending one year after separation.  If the Participant thereafter
          returns to employment with the Employer, the “applicable period” for such
          participant shall be redetermined.

         

      

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      ARTICLE
        VIII

      


      DIRECT
        ROLLOVER DISTRIBUTIONS

      


      8.01          Upon
        receiving directions from a Member who is eligible to receive a distribution
        from the Plan which constitutes an eligible rollover distribution, as defined
        in
        Section 402(c)(4)of the Code, to transfer all or any part of such distribution
        to an eligible retirement plan, as defined in Section 402(c)(8)(B), the
        Administrative Committee shall cause the portion of the distribution which
        the
        Participant has elected to so transfer to be transferred directly to such
        eligible retirement plan; provided, however, that the Participant shall be
        required to notify the Administrative Committee of the identity of the eligible
        retirement plan at the time and in the manner that the Administrative Committee
        shall prescribe and the Administrative Committee may require the Participant
        or
        the eligible retirement plan to provide a statement that the eligible retirement
        plan is intended to be qualified under Section 401(a) of the Code (if the
        plan
        is intended to be so qualified) or otherwise meets the requirements necessary
        to
        be an eligible retirement plan.

      


      8.02          Upon
        receiving instructions from a Beneficiary who is the Participant’s Spouse who is
        eligible to receive a distribution pursuant to the Plan that constitutes
        an
        eligible rollover distribution as defined in Section 402(c)(4) of the Code,
        to
        transfer all or any part of such distribution to a plan that constitutes
        an
        eligible retirement plan under Section 402(c)(8)(B) of the Code with respect
        to
        that distribution, the Administrative Committee shall cause the portion of
        the
        distribution which such Spouse has elected to so transfer to the eligible
        retirement plan so designated; provided, however, that the Spouse shall be
        required to notify the Administrative Committee of the identity of the eligible
        retirement plan at the time and in the manner that the Committee shall
        prescribe.

      


      8.03          The
        Administrative Committee may accomplish the direct transfer described in
        Section
        8.01 or Section 8.02, as applicable, by delivering a check to the Participant
        or
        Spouse (in each case, a “Distributee”) which is payable to the trustee,
        custodian or other appropriate fiduciary of the eligible retirement plan,
        or by
        such other means as the Administrative Committee may in its discretion
        determine.  The Administrative Committee may establish such rules and
        procedures regarding minimum amounts which may be the subject of direct
        transfers and other matters pertaining to direct transfers as it deems necessary
        from time to time.


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      ARTICLE
        IX


      EMPLOYER
        CONTRIBUTION AND FUNDING POLICY

       

      9.01          This
        Plan contemplates that each Employer shall, from time to time, contribute
        such
        amounts as may, in accordance with Section 412 of the Code and sound actuarial
        principles (as recommended by an actuary enrolled pursuant to Section 3042
        of
        ERISA), be deemed necessary by such Employer to provide the benefits
        contemplated hereunder.

      


      9.02          All
        contributions made by any Employer shall be paid directly to the Trustee
        for
        deposit in the Trust Fund.

      


      9.03          Any
        forfeiture arising under the provisions of this Plan shall be applied to
        reduce
        contributions which would otherwise be required to be made by the Employers
        pursuant to Section 9.01.

      


      9.04          The
        Company shall establish a funding policy and method consistent with the
        objectives of the Plan and the requirements of Title I of ERISA.  In
        establishing and reviewing such funding policy and method, the Company shall
        endeavor to determine the Plan’s short-term and long-term financial needs,
        taking into account the need for liquidity to pay benefits and the need for
        investment growth.


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      


      ARTICLE
        X

       

      LIMITATIONS
        ON BENEFITS

       

      10.01        (a)  The
        limitations of Section 415 of the Code applicable to “defined benefit plans” as
        defined in Section 414(j) of the Code are hereby incorporated by reference
        in
        this Plan; provided, however, that where the Code so provides, benefit
        limitations in effect under prior law shall be applicable to benefits accrued
        as
        of the last effective day of such prior law.  In the case of a
        Participant who is, or has ever been, a participant in one or more “defined
        contribution plans” as defined in Section 414(i)  of the Code
        maintained by Employer or any predecessor of the Employer, if benefits or
        contributions need to be reduced due to the application of Section 415(e)
        of the
        Code, then benefits under this Plan shall be reduced with respect to the
        affected Participant before any contributions credited to the Participant
        under
        any defined contribution plan maintained by the Employer shall be
        reduced.  Notwithstanding the foregoing, the limitations of Section
        415(e) of the Code shall cease to apply as of the first day of the first
        Plan
        Year beginning on or after January 1, 2000.

      


      (b)           
        For purposes of applying the limitations described in this Section 10.01,
        if
        benefits under the Plan are received in any form other than a straight life
        annuity, or if such benefits relate to rollover contributions to the Plan,
        then
        such benefit must be adjusted to a straight life annuity, beginning at the
        same
        age, which is the actuarial equivalent of such benefit.  In order to
        determine the actuarial equivalence of different forms of benefit payment
        for
        this purpose, the interest rate assumptions may not be less than the greater
        of
        5 percent or the rate specified for purposes of Section 1.02 of the
        Plan.  For limitation years beginning on or after January 1, 1995, the
        actuarially equivalent straight life annuity for purposes of applying the
        limitations under Section 415(b) of the Code to benefits that are not subject
        to
        Section 417(e)(3) of the Code is equal to the greater of the equivalent annual
        benefit computed using the interest rate and mortality table, or tabular
        factor,
        specified in Section 1.02 of the Plan for actuarial equivalence for the
        particular form of benefit payable, and the equivalent annual benefit computed
        using a 5 percent interest rate assumption and the applicable mortality
        table.  For Plan benefits subject to Section 417(e)(3) of the Code,
        the equivalent annual straight life annuity is equal to the greater of the
        equivalent annual benefit computed using the interest rate and mortality
        table,
        or tabular factor, specified in Section 1.02 of the Plan for actuarial
        equivalence for the particular form of benefit payable, and the equivalent
        annual benefit computed using the annual interest rate on 30-year Treasury
        securities as specified by the Commissioner of the Internal Revenue Service,
        and
        the mortality table described in Revenue Ruling 2001-62 or any successor
        table
        (Revenue Ruling 95-6 for distributions with annuity starting dates prior
        to
        December 31, 2002).  For Limitation Years beginning in 2004 or 2005,
        for the purposes of determining the Actuarial Equivalent value for a form
        of
        payment that is subject to Code Section 417(e)(3), the interest rate assumption
        shall be the greater of (i) the Applicable Interest Rate or (ii) 5.5
        percent.  For limitation years beginning in 2006 and thereafter, for
        the purposes of determining the Actuarial Equivalent value for a form of
        payment
        that is subject to Code Section 417(e)(3), the interest rate assumption shall
        be
        the greater of (i) the Applicable Interest Rate, (ii) 5.5 percent or (iii)
        the
        rate that provides a benefit of not more than 105% of the benefit that would
        be
        provided if the rate (or rates) applicable in determining minimum lump sums
        were
        used.


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      


      ARTICLE
        XI

       

      TOP-HEAVY
        PLAN YEARS

       

      11.01        For
        purposes of this Article XI, the following definitions shall apply:

      


       (a)           “Determination
        Date” means for any Plan Year subsequent to the first Plan Year, the last day of
        the preceding Plan Year, for the first Plan Year, the last day of that Plan
        Year.

      


       (b)           “Employee”
        means any employee of an Employer and any beneficiary of such an
        employee.

      


       (c)           “Employer”
        means the Employer and any Affiliate.

      


       (d)           “Key
        Employee” means, for Plan Years beginning after December 31, 2000, any Employee
        or former Employee (including any deceased Employee) who at any time during
        the
        Plan Year that includes the determination date was an officer of the Employer
        having annual compensation greater than $130,000 (as adjusted under Section
        416(i)(1) of the Code for Plan Years beginning after December 31, 2002),
        a
        5-percent owner of the employer, or a 1-percent owner of the employer having
        annual compensation of more than $150,000.  For this purpose, annual
        compensation means compensation within the meaning of Section 415(c)(3) of
        the
        Code.  The determination of who is a Key Employee will be made in
        accordance with Section 416(i)(1) of the Code and the applicable regulations
        and
        other guidance of general applicability issued thereunder.

      


       (e)           “Permissive
        Aggregation Group” means the Required Aggregation Group of plans plus any other
        plan or plans of the Employer which, when considered as a group with the
        Required Aggregation Group, would continue to satisfy the requirements of
        Sections 401(a)(4) and 410 of the Code.

      


       (f)           “Required
        Aggregation Group” means (1) each qualified plan of the Employer in which at
        least one Key Employee participates, and (2) any other qualified plan of
        the
        Employer which enables a plan described in (1) to meet the requirements of
        Sections 401(a)(4) or 410 of the Code.

      


       (g)           “Top-Heavy
        Compensation” means the first $200,000 (or such higher amount as may be
        prescribed pursuant to Treasury Regulations) of W-2 earnings actually paid
        in
        the Plan Year by an Employer or an Affiliate for services as an
        Employee.  Top-Heavy Compensation shall include Deemed 125
        Compensation, as defined in Section 1.14 of the Plan.

      


       (h)           “Top-Heavy
        Ratio”:

      


      (1)           If
        in addition to this Plan the Employer maintains one or more other defined
        benefit plans (including any simplified employee pension plan) and the Employer
        has not maintained any defined contribution plan which during the 1-year
        period
        ending on the Determination Date has or has had account balances, the top-heavy
        ratio for this Plan alone or for the Required or Permissive Aggregation Group,
        as appropriate, is a fraction, the numerator of which is the sum of the present
        value of accrued benefits of all Key Employees as of the Determination Date
        (including any part of any accrued benefit distributed in the 1-year period
        ending on the Determination Date), and the denominator of which is the sum
        of
        the present value of all accrued benefits (including any part of any accrued
        benefit distributed in the 1-year period ending on the Determination Date),
        both
        computed in accordance with Section 416 of the Code and the regulations
        thereunder.


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      


      (2)           If
        in addition to this Plan the Employer maintains one or more defined benefit
        plans (including any simplified employee pension plan) and the Employer
        maintains or has maintained one or more defined contribution plans which
        during
        the 1-year period ending on the Determination Date has or has had any account
        balances, the Top-Heavy Ratio for any Required or Permissive Aggregation
        Group,
        as appropriate, is a fraction, the numerator of which is the sum of the present
        value of accrued benefits under the aggregated defined benefit plan or plans
        for
        all Key Employees, determined in accordance with (1) above, and the sum of
        the
        account balances under the aggregated defined contribution plan or plans
        for all
        Key Employees as of the Determination Date, and the denominator of which
        is the
        sum of the present value of accrued benefits under the aggregated defined
        benefit plan or plans for all participants, determined in accordance with
        (1)
        above, and the sum of the account balances under the aggregated defined
        contribution plan or plans for all participants as of the Determination Date,
        all determined in accordance with Section 416 of the Code and the regulations
        thereunder.  The account balances accrued benefits under a defined
        contribution plan in both the numerator and denominator of the Top-Heavy
        Ratio
        are increased for any distribution of an account balance made in the 1-year
        period ending on the Determination Date.

      


      (3)           For
        purposes of (1) and (2) above, the value of account balances and the present
        value of accrued benefits will be determined as of the most recent Valuation
        Date that falls within or ends with the 12-month period ending on the
        Determination Date, except as provided in Section 416 of the Code and the
        regulations thereunder for the first and the second plan years of a defined
        benefit plan.  The account balances and accrued benefits of a
        participant (x) who is not a Key Employee but who was a Key Employee in a
        prior
        year, or (y) who has not received any Top-Heavy Compensation from any Employer
        maintaining the Plan at any time during the 5-year period ending on the
        Determination Date will be disregarded.  Notwithstanding the above,
        for Plan Years beginning after December 31, 2001, the accrued benefits and
        accounts of any Participant who has not performed services for the Employer
        during the 1-year period ending on the Determination Date will be
        disregarded.  The calculation of the Top-Heavy Ratio, and the extent
        to which distributions, rollovers, and transfers are taken into account will
        be
        made in accordance with Section 416 of the Code and the regulations
        thereunder.  Deductible Employee contributions will not be taken into
        account for purposes of computing the Top-Heavy Ratio.  When
        aggregating plans the value of account balances and accrued benefits will
        be
        calculated with reference to the Determination Dates that fall within the
        same
        calendar year.


      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      

       

      The
        accrued benefit of a Participant other than a Key Employee shall be determined
        under (x) the method, if any, that uniformly applies for accrual purposes
        under
        all defined benefit plans maintained by the Employer, or (y) if there is
        no such
        method, as if such benefit accrued not more rapidly than the slowest accrual
        rate permitted under the fractional rule of Section 411(b)(1)(C) of the
        Code.

      


      (4)           For
        purposes of (1) and (2) above, in the case of a distribution from the Plan
        made
        for a reason other than separation from service, death or Disability, “5 year
        period” shall be substituted for “1-year period” wherever such term is
        found.

      


       (ii)           “Valuation
        Date” means the last day of a Plan Year.

      


      11.02        If
        the Plan is or becomes top-heavy in any Plan Year, the provisions of Sections
        11.04 through 11.05 will automatically supersede any conflicting provision
        of
        the Plan.

      


      11.03        The
        Plan shall be considered top-heavy for any Plan Year if any of the following
        conditions exists:

      


       (a)           If
        the Top-Heavy Ratio for the Plan exceeds 60 percent and the Plan is not part
        of
        any Required Aggregation Group or Permissive Aggregation Group of
        plans.

      


       (b)           If
        the Plan is part of a Required Aggregation Group of plans but not part of
        a
        Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans
        exceeds 60 percent.

      


       (c)           If
        the Plan is part of a Required Aggregation Group of plans and part of a
        Permissive Aggregation Group and the Top-Heavy Ratio for the Permissive
        Aggregation Group exceeds 60 percent.

      


      11.04        (a)  The
        Retirement Pension, commencing on or after the Normal Retirement Date of
        each
        individual, other than a Key Employee, who was a Participant during any
        Top-Heavy Plan year shall be the greater of:

      


      (1)           such
        Participant’s Retirement Pension determined under Section 3.02; or

      


      (2)           an
        amount equal to two percent (2%) of such Participant’s Highest Average
        Compensation for each of the first ten (10) years of his Top-Heavy Service;
        provided, however, that in the case of a Participant whose Retirement Pension
        Starting Date is later than his Normal Retirement Date, the amount determined
        under this Paragraph (2) commencing on such Retirement Pension Starting Date
        shall not be less than the Actuarial Equivalent of the Retirement Pension
        that
        would have been payable pursuant to this Paragraph (2) on the Participant’s
        Normal Retirement Date

      


      (b)           
        For purposes of this Section 11.04:

      


      (1)           “Highest
        Average Compensation” means a Participant’s average Top-Heavy Compensation for
        the five (5) consecutive years during which his aggregate Top-Heavy Compensation
        was highest, excluding compensation earned by such Participant:


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      (A)           after
        the close of the last Top-Heavy Plan Year; or

      


      (B)           prior
        to January 1, 1984, except to the extent that compensation prior to January
        1,
        1984 is required to be taken into account so that such average is based on
        a
        five (5) year period.

      


      (2)           “Top-Heavy
        Service” means each Year of Service:

      


      (A)           in
        which ended a Plan Year which was not a Top-Heavy Plan Year; or

      


      (B)           completed
        in a Plan Year beginning prior to January 1, 1984.

      


      For
        Plan
        Years beginning after December 31, 2001, for purpose of satisfying the minimum
        benefit requirements of Section 416(c)(1) of the Code and this Plan, in
        determining Years of Service, any service with Employer shall be disregarded
        to
        the extent that such service occurs during a Plan Year when the Plan benefits
        (within the meaning of Section 410(b) of the Code) no Key Employee or former
        Key
        Employee.

      


       (c)           In
        the case of a Participant who is also a Participant in a defined contribution
        plan maintained by an Employer or an Affiliate, the amount described in
        Paragraph (a) (2) shall be reduced by the actuarial equivalent, determined
        as of
        the date of the Participant’s Retirement Pension Starting Date, of the
        Participant’s account balance under such defined contribution plan derived from
        employer contributions (which account balance shall be deemed to include
        prior
        withdrawals made by the Participant accumulated at interest to the Participant’s
        Retirement Pension Starting Date).  For purposes of this Subsection
        (c), actuarial equivalence and the interest rate referred to in the preceding
        sentence shall be determined using the actuarial assumptions described in
        Section 1.02.

      


      11.05        (a)  For
        any Top-Heavy Plan Year, each Participant shall be vested in his Accrued
        Benefit
        in accordance with the following schedule:

      


      
        	
                Years
                  of Service

              	
                Nonforfeitable
                  Percentage

              
	 	 
	
                Fewer
                  than Two Years

              	
                   
                  0%

              
	
                Two
                  Years but less than Three Years

              	
                 
                  20%

              
	
                Three
                  Years but less than Four Years

              	
                 
                  40%

              
	
                Four
                  Years but less than Five Years

              	
                 
                  60%

              
	
                Five
                  or more Years

              	
                100%

              


      

      


      (b)            Any
        portion of a Participant’s Accrued Benefit which has become vested pursuant to
        Subsection (1) shall remain vested after the Plan has ceased to be a Top-Heavy
        Plan.


      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      


      (c)           
        Any Participant who has completed at least five (5) Years of Service prior
        to
        the beginning of the Plan Year in which the Plan ceased to be a Top-Heavy
        Plan
        shall continue to vest in his Accrued Benefit according to the schedule set
        forth in Subsection (a) after the Plan has ceased to be a Top-Heavy
        Plan.


      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      


      ARTICLE
        XII


      NON-ALIENABILITY

      


      12.01        Except
        in the case of a qualified domestic relations order described in Section
        414(p)
        of the Code, no benefit under this Plan shall be subject in any manner to
        anticipation, alienation, sale, transfer, assignment, pledge, charge,
        encumbrance, garnishment, levy or attachment; and any attempt to so anticipate,
        alienate, sell, transfer, assign, pledge, charge, encumber, garnish, levy
        upon
        or attach the same shall be void; nor shall any such benefit be in any manner
        liable for or subject to the debts, contracts, liabilities, engagements or
        torts
        of the person entitled thereto.

      


      12.02        If
        any Participant or Beneficiary under this Plan becomes bankrupt or attempts
        to
        anticipate, alienate, sell, transfer, assign, pledge, encumber or charge
        any
        benefit under this Plan, the Administrative Committee may (but shall not
        be
        required to) terminate the payment of such benefit to such Participant or
        Beneficiary.  If payment is thus terminated, the Administrative
        Committee shall direct the Trustee to hold or apply future payments for the
        benefit of such Participant, his Beneficiary, his spouse or children or other
        dependents, or any of them, in such manner and in such proportion as the
        Administrative Committee may deem proper.

      


      12.03        Notwithstanding
        anything herein to the contrary, effective August 5, 1997, the provisions
        of
        this Article XII shall not apply to any offset of a Participant’s benefits
        provided under the Plan against an amount that the Participant is ordered
        or
        required to pay to the Plan under any of the circumstances set forth in Section
        401(a)(13)(C) of the Code and Sections 206(d)(4) and 206(d)(5) of
        ERISA.


      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      


      ARTICLE
        XIII


      AMENDMENT
        OF THE PLAN

      


      13.01        The
        Company shall have the right by action of the Board, at any time and from
        time
        to time, to amend in whole or in part any of the provisions of this Plan,
        and
        any such amendment shall be binding upon the Participants and their
        Beneficiaries, the Trustee, the Administrative Committee, any Employer, and
        all
        parties in interest; provided, however, that no such amendment shall authorize
        or permit any of the assets of the Trust Fund to be used for or directed
        to
        purposes other than the exclusive benefit of the Participants or their
        Beneficiaries.  Any such amendment shall become effective as of the
        date specified therein.

      


      13.02        No
        amendment to the Plan including a change in the actuarial basis for determining
        optional or early retirement benefits shall be effective to the extent that
        it
        has the effect of decreasing a Participant’s Accrued
        Benefit.  Notwithstanding the preceding sentence, a Participant’s
        Accrued Benefit may be reduced to the extent permitted under Section 412(c)(8)
        of the Code.  For purposes of this paragraph, a Plan amendment which
        has the effect of (1) eliminating or reducing an early retirement benefit
        or a
        retirement-type subsidy, or (2) eliminating an optional form of benefit,
        with
        respect to benefits attributable to service before the amendment shall be
        treated as reducing accrued benefits.  In the case of a
        retirement-type subsidy, the preceding sentence shall apply only with respect
        to
        a participant who satisfies either before or after the amendment the
        preamendment conditions for the subsidy.  In general, a
        retirement-type subsidy is a subsidy that continues after retirement, but
        does
        not include a qualified disability benefit, a medical benefit, a social security
        supplement, a death benefit (including life insurance).  Furthermore,
        no amendment to the Plan shall have the effect of decreasing a Participant’s
        vested interest determined without regard to such amendment as of the later
        of
        the date such amendment is adopted, or becomes effective.

      


      13.03        If
        at any time the vesting schedule set forth in Section 4.01 is amended, or
        the
        Plan is amended in any way that directly or indirectly affects the computation
        of the Participant’s nonforfeitable percentage or if the Plan is deemed amended
        by an automatic change to or from a top-heavy vesting schedule, each Participant
        with at least three Years of Service may elect, within a reasonable period
        after
        the adoption of the amendment or change, to have the nonforfeitable percentage
        computed under the Plan without regard to such amendment or
        change.  For Participants who dc not have at least one Hour of Service
        in any Plan Year beginning after December 31, 1988, the preceding sentence
        shall
        be applied by substituting “five Years of Service” for ‘three Years of Service”
where such language appears.  The period during which the election may
        be made shall commence with the date the amendment is adopted or deemed to
        be
        made and shall end on the latest of:

      


       
        (i)           60
        days after the amendment is adopted;

      


       (ii)           60
        days after the amendment becomes effective; or

      


      (iii)           60
        days after the Participant is issued written notice of the amendment by the
        Employer or the Plan Administrator.


      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      


      ARTICLE
        XIV


      TERMINATION
        OF THE PLAN

      


      14.01        The
        Company may, by action of the Board and by appropriate notice to the Trustee,
        determine that it shall terminate the Plan in its entirety or withdraw from
        the
        Plan and terminate the same with respect to itself.  The Company may
        by action of the Board at any time determine that any other Employer shall
        withdraw from the Plan, and any other Employer by action of its Board of
        Directors may determine that it shall so withdraw, and upon any such
        determination, the Plan, in respect of such Employer, shall be
        terminated.

      


      14.02        Any
        termination or partial termination shall be effective as of the date specified
        in the resolution providing therefor, if any, and shall be binding upon the
        Employer, the Trustee, all Participants and Beneficiaries and all parties
        in
        interest.

      


      14.03        Upon
        termination of the Plan in its entirety, each Participant shall be fully
        (100%)
        vested in his Accrued Benefit, determined as of the date of such
        termination.  A Participant’s Accrued Benefit shall be payable only
        from the Trust Fund, except to the extent otherwise provided in Title IV
        of
        ERISA.

      


      14.04        In
        the event of a partial termination of the Plan, within the meaning of Section
        411(d)(3)(A) of the Code, each affected Participant shall, insofar as required
        by applicable law, be fully (100%) vested in his Accrued Benefit, determined
        as
        of the date of such partial termination.

      


      14.05        Upon
        termination of the Plan in its entirety or upon a partial termination of
        the
        Plan, the assets comprising the Trust Fund shall be allocated in accordance
        with
        the statutory priorities set forth in Section 4044(d)(2) of ERISA and
        regulations promulgated thereunder.  Subject to the limitations
        imposed by Section 4044(d)(2) of ERISA and Section 14.06, any funds remaining
        after satisfaction of all liabilities to Plan Participants shall be returned
        to
        the Employer.

      


      14.06        (a)  As
        used in this Section 14.06:

      


      (1)           “Applicable
        Early Termination Date” means the tenth (10th) anniversary of the effective date
        of any increase in benefits under this Plan.

      


      (2)           “Predecessor
        Plan’ means any retirement plan which (A) was maintained by a corporation or
        unincorporated business before it became an Employer and (B) has merged into
        the
        Plan.

      


      (3)           “Twenty-five
        Highest Paid Employees” means the twenty-five (25) highest paid Employees on the
        tenth (10th) anniversary preceding the Applicable Early Termination Date
        (including any such Employees) who were not then, or were not eligible to
        become, Participants in the Plan), excluding any Participant whose Retirement
        Pension will not exceed $1,500.


      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      


      (4)           “Unrestricted
        Benefits” means benefits in the form provided under this Plan equal to the
        amount provided by the greatest of:

      


      (A)           employer
        contributions (or funds attributable thereto) under the Plan or a Predecessor
        Plan which would have been applied to provide the Participant’s Accrued Benefit
        if the Plan or such Predecessor Plan, as in effect on the tenth (10th)
        anniversary preceding the Applicable Early Termination Date, had continued
        without change;

      


      (B)           $20,000;
        or

      


      (C)           an
        amount equal to the sum of (A) employer contributions (or funds attributable
        thereto) which would have been applied to provide the Participant’s Accrued
        Benefit under the Plan or any Predecessor Plan if the Plan or such Predecessor
        Plan had terminated on the tenth (10th) anniversary preceding the Applicable
        Early Termination Date and (B) twenty percent (20%) of the first $50,000
        of the
        Participant’s average Compensation during the preceding five (5) years,
        multiplied by the number of years in respect of which the full current costs
        of
        the Plan have been met since the tenth (10th) anniversary preceding the
        Applicable Early Termination Date;

      


      (D)           (1)  for
        a Participant who is not a “substantial owner” as defined in Section 4022(b)(5)
        of ERISA, an amount which equals the present value of the maximum benefit
        of
        such Participant described in Section 4022(b)(3)(B) of ERISA, determined
        on the
        date the Plan terminates or the Participant’s Retirement Pension Starting Date,
        whichever is earlier and determined in accordance with regulations of the
        Pension Benefit Guaranty Corporation (“PBGC”), without regard to any other
        limitations in Section 4022 of ERISA; or

      


      (2)           for
        a Participant who is a “substantial owner,” as defined in Section 4022(b)(5) of
        ERISA, the greatest of the amounts in (A), (B), (C) or an amount which equals
        the present value of the benefit guaranteed upon termination of the Plan
        for
        such Participant under Section 4022 of ERISA, or if the Plan has not terminated,
        the present value of the benefit that would be guaranteed if the Plan terminated
        on such Participant’s Retirement Pension Starting Date, determined in accordance
        with regulations of the PBGC.

      


       (b)           Subject
        to the provisions of Section 4044 of ERISA, in the event that:

      


      (1)           the
        Plan is terminated in respect of an Employer at any time prior to the Applicable
        Early Termination Date; or

      


      (2)           the
        benefits of any Participant became payable (A) at any time prior to the
        Applicable Early Termination Date or (B) subsequent to the Applicable Early
        Termination Date but before the full current costs of the Plan for the period
        prior to the Applicable Early Termination Date have been funded, the
        benefits (as defined in Treasury Regulation 1.401-4(c)(2)(vi)(a)) which any
        of
        the Twenty-Five Highest Paid Employees may receive (including any Unrestricted
        Benefits) shall not exceed his Unrestricted Benefits at any
        time.


      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      

       

      In
        the
        case of a Participant described in Subparagraph (2) (B), if on the Applicable
        Early Termination Date the full current costs are not met, the restrictions
        contained in this Section 14.06 shall continue in force until the full current
        costs are funded for the first time.

      


       (c)           The
        provisions of this Section 14.06 shall not restrict the current payment of
        full
        retirement benefits called for by this Plan to any Retired Participant or
        his
        Beneficiary while the Plan is in full effect and its full current costs have
        been met.

      


       (d)           If
        any funds are released by operation of the provisions of this Section 14.06,
        they shall be applied solely for the benefit of Participants and Beneficiaries
        other than the Twenty-five Highest Paid Employees or, if not required for
        the
        funding of benefits for such Participants and Beneficiaries, shall revert
        to the
        appropriate Employer.

      


       (e)           The
        restrictions contained in SubSection (b) may be exceeded for the purpose
        of
        making current Retirement Pension payments to a Retired Participant who would
        otherwise be subject to such restrictions if:

      


      (1)           such
        Retirement Pension is in the form described in Section 1.41 or 3.02, whichever
        is applicable, or under an Option which does not provide level pension benefits
        greater than those provided by the form described in Section 1.41;

      


      (2)           the
        Retirement Pension thus provided is supplemented, to the extent necessary
        to
        provide the full Retirement Pension in the form provided in Section 1.41
        or
        3.02, by current payments to such Retired Participant as installments of
        such
        Retirement Pension come due; and

      


      (3)           such
        supplemental payments are made at any time only if (A) the full current costs
        of
        the Plan have then been funded or (B) the aggregate of such supplemental
        payments for all such Retired Participants for the current year does not
        exceed
        the aggregate of the Employer contributions already made in respect of such
        year.

      


       (f)           If
        there shall be more than one Employer, the provisions of this Section 14.06
        shall be applied separately in respect of each such Employer.

      


       (g)           A
        Participant who is one of the Twenty-five Highest Paid Employees may elect
        to
        receive his benefits under this Plan in the form of a lump sum distribution
        only
        if he agrees to deposit with an acceptable depository property having a market
        value equal to one hundred twenty-five percent (125%) of the difference between
        the amount of such distribution and the Actuarial Equivalent of his Unrestricted
        Benefits as security for his repayment of any benefits paid to him in excess
        of
        the maximum permitted by this Section 14.06.  Additional deposits of
        security, in the amount necessary to increase the fair market value of such
        security to one hundred twenty-five percent (125%) of the difference between
        the
        amount of the distribution and the actuarial Equivalent of his Unrestricted
        Benefits shall be made whenever the fair market value of such security is
        less
        than one hundred ten percent (110%) of such difference.


      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      


      


      14.07        If
        the Plan shall merge or consolidate with, or transfer its  assets or
        liabilities to, any other “pension plan”, as defined in Section 3(2) of ERISA,
        each Participant shall be entitled to receive a benefit immediately after
        such
        merger, consolidation or transfer (assuming that the Plan had then terminated)
        which is equal to or greater than the benefit which he would have been entitled
        to receive immediately before such merger, consolidation or transfer (assuming
        that the Plan had then terminated).


      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      


      ARTICLE
        XV


      TRUST
        AND ADMINISTRATION

      


      15.01        The
        assets of the Trust Fund shall be held by the Trustees, who shall consist
        of not
        fewer than two (2) individuals, or a bank or trust company appointed by the
        Board.  The Trustees shall hold office until their or its successors
        have been duly appointed or until death, resignation or removal.

      


      15.02        Reserved.

      


      15.03        The
        investment of the assets of the Plan shall be managed, except to the extent
        that
        such responsibility has been allocated or delegated, by the
        Trustee.

      


      15.04        The
        Trustees shall act unanimously; provided, however, that if at any time there
        are
        more than two (2) Trustees acting hereunder, they shall act by majority vote
        and
        may act either by vote at a meeting or in writing without a
        meeting.  Notwithstanding the foregoing:

      


       (a)           checks
        and other instruments for the payment of money and instruments relating to
        the
        purchase, sale or other disposition of securities or other property held
        in the
        Trust and checks and other instruments in payment of distributions to Members
        and Beneficiaries or in payment of proper expenses under the Plan may be
        signed
        by any one Trustee or by any person or persons authorized by unanimous action
        of
        all the Trustees then acting hereunder with the same force and effect as
        if
        signed by all Trustees; and

      


       (b)           the
        Trustees may, by written authorization, empower one of them individually
        to
        execute any other document or documents on behalf of the Trustees, such
        authorization to remain in effect until revoked by any Trustee.

      


      15.05        The
        Trustees may appoint such independent accountants, enrolled actuaries, legal
        counsel, investment advisors and other agents or specialists as they deem
        necessary or desirable in connection with the performance of their duties
        hereunder.  The Trustees shall be entitled to rely conclusively upon,
        and shall be fully protected in any action taken by them in good faith in
        relying upon, any opinions or reports which are furnished to them by any
        such
        independent accountant, enrolled actuary, legal counsel, investment advisor
        or
        other specialist.

      


      15.06        The
        Trustees shall serve without compensation for services as such.  All
        expenses of the Trust shall be paid by the Trust unless paid by
        Employers.  Such expenses shall include any expenses incidental to the
        operation of the Trust, including, but not limited to, fees of independent
        accountants, enrolled actuaries, legal counsel, investment advisors and other
        agents or specialists and similar costs.

      


      15.07        The
        Trustees shall discharge their duties with respect to the Plan solely in
        the
        interests of the Participants and their Beneficiaries; and

      


       (a)           for
        the exclusive purpose of providing benefits to Participants and the
        Beneficiaries and defraying reasonable expenses of administering the
        Plan;


      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      


       (b)           with
        the care, skill, prudence and diligence under the circumstances then prevailing
        that a prudent man, acting in like capacity and familiar with such matters,
        would use in the conduct of an enterprise of a like character and with like
        aims;

      


       (c)           by
        diversifying the investments of the Trust Fund so as to minimize the risk
        of
        large losses, unless under the circumstances it is clearly prudent not to
        do so;
        and

      


       (d)           in
        accordance with the documents and instruments governing the Plan, insofar
        as
        such documents and instruments are consistent with the provisions of
        ERISA.

      


      15.08        (a)  The
        Company is hereby designated as “named fiduciary” within the meaning of Section
        402(a) of ERISA, with respect to the investment of the assets of the Plan
        and
        shall, except to the extent provided below, direct the investment of such
        assets
        and possess all powers which may be necessary to carry out such
        duty.

      


      (b)           
        At the direction of the Investment Committee, the Trustees may appoint an
        investment manager, as defined in Section 3(38) of ERISA, in which case,
        unless
        otherwise provided by ERISA, no Trustee shall be liable for the acts or
        omissions of such investment manager or be under any obligation to invest
        or
        otherwise manage any asset of the Trust Fund which is subject to the management
        of such manager.

      


      (c)           
        (1)  The Administrative Committee and the Trustees may establish
        procedures for (A) the allocation of fiduciary responsibilities (other than
        “trustee responsibilities” as defined in Section 405(c)(3) of ERISA under the
        Plan among themselves, and (B) the designation of persons other than names
        fiduciaries to carry out fiduciary responsibilities (other than trustee
        responsibilities) under the Plan.

      


       (2) 
         If any fiduciary responsibility is allocated or if any person is
        designated to carry out any responsibility pursuant to Paragraph (1), no
        named
        fiduciary shall be liable for any act or omission of such person in carrying
        out
        such responsibility, except as provided in Section 405(c)(2) of
        ERISA.

      


      15.09        The
        Trustees shall receive any contributions paid to them in cash and shall
        establish the Trust Fund hereunder.  The Trust Fund shall be held,
        managed and administered in accordance with the terms of this Plan.  A
        transaction between the Plan and a common or collective trust fund or pooled
        investment fund maintained by a party in interest which is a bank or trust
        company supervised by a State or Federal agency, or a pooled investment fund
        of
        an insurance company qualified to do business in a State, and listed on Appendix
        B as amended from time to time shall be permitted in accordance with ERISA
        Section 408(b)(8) if the transaction is a sale or purchase of an interest
        in the
        fund, and the bank, trust company, or insurance company receives not more
        than
        reasonable compensation.

      


      15.10        The
        Trustees shall invest and reinvest the Trust Fund and keep the Trust Fund
        invested, without distinction between principal and income, in such securities
        or other property, real or personal, foreign or domestic, wherever situated,
        as
        the Trustees shall deem advisable, including, but not limited to, the general
        account or a separate account of an insurance company licensed to do business
        in
        the State of New York, shares in a regulated investment company or plans
        for the
        accumulation of such shares, common or preferred stocks, bonds and mortgages,
        and other evidences of ownership or indebtedness.  In making such
        investments, the Trustee shall not be restricted to securities or other property
        of the character authorized or required by applicable law for trust
        investments.


      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      


      15.11        The
        Trustees shall have the following powers and authority in the investment
        of the
        assets of the Trust Fund:

      


       (a)           to
        purchase, or subscribe for, any securities (including shares in a regulated
        investment company or plans for the accumulation of such shares) or other
        property and to retain the same in trust, the Trustees being specifically
        authorized to limit investment, in their own discretion, to shares of regulated
        investment companies or to plans for the accumulation of such
        shares;

      


       (b)           to
        sell, exchange, convey, transfer or otherwise dispose of, by private contract
        or
        at public auction, any securities or other property held by them; and no
        person
        dealing with the Trustees shall be bound to see to the application of the
        purchase money or to inquire into the validity, expediency or propriety of
        any
        such sale or other disposition;

      


       (c)           to
        vote any stocks, bonds or other securities; to give general or special proxies
        or powers of attorney with or without power of substitution; to exercise
        any
        conversion privileges, subscription rights or other options and to make any
        payments incidental thereto; to oppose, consent to, or otherwise participate
        in,
        corporate reorganizations or other changes affecting corporation securities;
        to
        pay any assessments or charges in connection with any security; to delegate
        any
        discretionary powers; and generally to exercise any of the powers of an owner
        with respect to stocks, bonds, securities or other property held as part
        of the
        Trust Fund;

      


       (d)           to
        cause any securities or other property held as part of the Trust Fund to
        be
        registered in their own names or in the name of one or more nominees, and
        to
        hold any investments in bearer form, but the books and records of the Trustees
        shall at all times show that all such investments are part of the Trust
        Fund;

      


       (e)           to
        borrow or raise money for the purposes of the Plan in such amount and upon
        such
        terms and conditions as the Trustee shall deem advisable; and for any sum
        so
        borrowed, to issue their promissory note as Trustees and to secure the repayment
        thereof by pledging all, or any part, of the Trust Fund; and no person lending
        money to the Trustees shall be bound to see to the application of the money
        lent
        or to inquire into the validity, expediency or propriety of any such
        borrowing;

      


       (f)           to
        keep such portion of the Trust Fund in cash or cash balances as the Trustee
        may,
        from time to time, deem to be in the best interests of the Plan, without
        liability for interest thereon;

      


       (g)           to
        accept and retain for such time as may seem advisable any securities or other
        property received or acquired by them as Trustees hereunder, whether or not
        such
        securities or other property would normally be purchased as investments
        hereunder;


      
        
          
          

        

        
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       (h)           to
        sell call options on any national securities exchange with respect to securities
        held in the Trust Fund, and to purchase call options for the purpose of closing
        out previous sales of call option;

      


       (i)           to
        appoint a bank or trust company as corporate Trustee, and to enter into and
        execute an agreement with any such corporate Trustee to provide for the
        investment and reinvestment of assets of the Trust Fund.

      


      15.12        The
        Trustees, at the direction of the Administrative Committee, shall from time
        to
        time make payments out of the Trust Fund in accordance with the provisions
        of
        the Plan in such manner, in such amounts and for such purposes as they may
        determine, and when any such payment has been made, the amount thereof shall
        no
        longer constitute a part of the Trust Fund.

      


      15.13        (a)  The
        Trustees shall keep accurate and detailed accounts of all investments, receipts,
        disbursements and other transactions hereunder.

      


      (b)           
        Within two hundred ten (210) days following the close of each Plan Year,
        the
        Trustees shall file with the Company a written account setting forth all
        investments, receipts, disbursements and other transactions effected by them
        during such Plan Year.  Except as provided to the contrary by Section
        413(a) of ERISA, upon the expiration of ninety (90) days from the date of
        filing
        of such account, the Trustees shall be forever released and discharged from
        all
        liability and accountability to anyone with respect to the propriety of their
        acts and transactions shown in such account, except with respect to any such
        acts or transactions as to which the Company shall file with the Trustees
        written objections within such ninety (90) day period.

      


      (c)           
        The filing by the Trustees with the Company of an annual report in accordance
        with Section 103 of ERISA shall constitute the filing of an account within
        the
        meaning of this Section 15.13.

      


      15.14        Any
        Trustee may be removed by the Company at any time.  A Trustee may
        resign at any time upon thirty (30) days’ notice in writing to the Company,
        which notice may be waived by the Company.  Upon such removal or
        resignation of a Trustee, or upon the death or disability of a Trustee, the
        Company may, or in the event there is no then acting Trustee, shall appoint
        a
        successor Trustee, who shall have the same powers and duties as those conferred
        upon the Trustees hereunder.  The Company may at any time appoint one
        or more additional Trustees, who shall have the same powers and duties as
        those
        conferred upon the Trustees hereunder.

      


      15.15        In
        any case in which any person is required or permitted to make an election under
        this Plan, such election shall be made in writing and filed with the
        Administrative Committee on the form provided by them or made in such other
        manner as the Administrative Committee may direct.


      
        
          
          

        

        
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      ARTICLE
        XVI


      CLAIM
        AND APPEAL PROCEDURE

      


      16.01        (a)  Initial
        Claim

      


       (i)           Any
        claim by an Employee, Participant or Beneficiary “Claimant”) with respect to
        eligibility, participation, contributions, benefits or other aspects of the
        operation of the Plan shall be made in writing to the Committee for such
        purpose.  The Committee shall provide the Claimant with the necessary
        forms and make all determinations as to the right of any person to a disputed
        benefit.  If a Claimant is denied benefits under the Plan, the
        Committee or its designee shall notify the Claimant in writing of the denial
        of
        the claim within ninety (90) days (or within forty-five (45) days if the
        claim
        involves a determination of a claim for disability benefits) after the Committee
        receives the claim, provided that in the event of special circumstances such
        period may be extended.

      


       (ii)           In
        the event of special circumstances, the maximum period in which a claim must
        be
        determined may be extended as follows:

      


      (A)           With
        respect to any claim, other than a claim that involves a determination of
        a
        claim for disability benefits, the ninety (90) day period may be extended
        for a
        period of up to ninety (90) days (for a total of one hundred eighty (180)
        days).  If the initial ninety (90) day period is extended, the
        Committee or its designee shall notify the Claimant in writing within ninety
        (90) days of receipt of the claim.  The written notice of extension
        shall indicate the special circumstances requiring the extension of time
        and
        provide the date by which the Committee expects to make a determination with
        respect to the claim.  If the extension is required due to the
        Claimant’s failure to submit information necessary to decide the claim, the
        period for making the determination shall be tolled from the date on which
        the
        extension notice is sent to the Claimant until the earlier of (i) the date
        on
        which the Claimant responds to the Committee’s request for information, or (ii)
        expiration of the forty-five (45) day period commencing on the date that
        the
        Claimant is notified that the requested additional information must be
        provided.

      


      (B)           With
        respect to a claim that involves a determination of a claim for disability
        benefits, the forty-five (45) day period may be extended as
        follows:

      


      (I)           Initially,
        the forty-five (45) day period may be extended for a period to up to an
        additional thirty (30) days (the “Initial Disability Extension Period”),
        provided that the Committee determines that such an extension is necessary
        due
        to matters beyond the control of the Plan and, within forty-five (45) days
        of
        receipt of the claim, the Committee or its designee notifies the Claimant
        in
        writing of such extension, the special circumstances requiring the extension
        of
        time, the date by which the Committee expects to make a determination with
        respect to the claim and such information as required under clause (III)
        below.


      
        
          
          

        

        
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      (II)           Following
        the Initial Disability Extension Period the period for determining the
        Claimant’s claim may be extended for a period of up to an additional thirty (30)
        days, provided that the Committee determines that such an extension is necessary
        due to matters beyond the control of the Plan and within the Initial Disability
        Extension Period, notifies the Claimant in writing of such additional extension,
        the special circumstances requiring the extension of time, the date by which
        the
        Committee expects to make a determination with respect to the claim and such
        information as required under clause (III) below.

      


      (III)           Any
        notice of extension pursuant to this Paragraph (B) shall specifically explain
        the standards on which entitlement to a benefit is based, the unresolved
        issues
        that prevent a decision on the claim, and the additional information needed
        to
        resolve those issues, and the Claimant shall be afforded forty-five (45)
        days
        within which to provide the specified information.

      


      (IV)           If
        an extension is required due to the Claimant’s failure to submit information
        necessary to decide the claim, the period for making the determination shall
        be
        tolled from the date on which the extension notice is sent to the Claimant
        until
        the earlier of (i) the date on which the Claimant responds to the Committee’s
        request for information, or (ii) expiration of the forty-five (45) day period
        commencing on the date that the Claimant is notified that the requested
        additional information must be provided.

      


       (iii)           If
        notice of the denial of a claim is not furnished within the required time
        period
        described herein, the claim shall be deemed denied as of the last day of
        such
        period.

      


       (iv)           If
        a claim is wholly or partially denied, the notice to the Claimant shall set
        forth:

      


      (A)           The
        specific reason or reasons for the denial;


      
        
          
          

        

        
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      (B)           Specific
        reference to pertinent Plan provisions upon which the denial is
        based;

      


      (C)           A
        description of any additional material or information necessary for the Claimant
        to complete the claim request and an explanation of why such material or
        information is necessary;

      


      (D)           Appropriate
        information as to the steps to be taken and the applicable time limits if
        the
        Claimant wishes to submit the adverse determination for review; and

      


      (E)           A
        statement of the Claimant’s right to bring a civil action under Section 502 of
        ERISA following an adverse determination on review.

      


      (b)          
         Claim Denial Review.

      


       (i)           If
        a claim has been wholly or partially denied, the Claimant may submit the
        claim
        for review by the Committee.  Any request for review of a claim must
        be made in writing to the Committee no later than sixty (60) days (or within
        one
        hundred and eighty (180) days if the claim involves a determination of a
        claim
        for disability benefits) after the Claimant receives notification of denial
        or,
        if no notification was provided, the date the claim is deemed
        denied.

      


      The
        Claimant or his duly authorized representative may:

      


      (A)           Upon
        request and free of charge, be provided with reasonable access to, and copies
        of, relevant documents, records, and other information relevant to the
        Claimant’s claim; and

      


      (B)           Submit
        written comments, documents, records, and other information relating to the
        claim.  The review of the claim determination shall take into account
        all 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 claim determination.

      


       (ii)           The
        decision of the Committee upon review shall be made within sixty (60) days
        (or
        within forty-five (45) days if the claim involves a determination of a claim
        for
        disability benefits) after receipt of the Claimant’s request for review, unless
        special circumstances (including, without limitation, the need to hold a
        hearing) require an extension.  In the event of special circumstances,
        the maximum period in which a claim must be determined may be extended as
        follows:

      


      (A)           With
        respect to any claim, other than a claim that involves a determination of
        a
        claim for disability benefits, the sixty (60) day period may be extended
        for a
        period of up to one hundred twenty (120) days.


      
        
          
          

        

        
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      (B)           With
        respect to a claim that involves a determination of a claim for disability
        benefits, the forty-five (45) day period may be extended for a period of
        up to
        forty-five (45) days.

      


      If
        the
        sixty (60) day period (or forty-five (45) day period where the claim involves
        a
        determination of a claim for disability benefits) is extended, the Committee
        or
        its designee shall, within sixty (60) days (or within forty-five (45) days
        if
        the claim involves a determination of a claim for disability benefits) of
        receipt of the claim for review, notify the Claimant in writing.  The
        written notice of extension shall indicate the special circumstances requiring
        the extension of time and provide the date by which the Committee expects
        to
        make a determination with respect to the claim upon review.  If the
        extension is required due to the Claimant’s failure to submit information
        necessary to decide the claim, the period for making the determination shall
        be
        tolled from the date on which the extension notice is sent to the Claimant
        until
        the earlier of (i) the date on which the Claimant responds to the Committee’s
        request for information, or (ii) expiration of the forty-five (45) day period
        commencing on the date that the Claimant is notified that the requested
        additional information must be provided.

      


       (iii)           If
        notice of the decision upon review is not furnished within the required time
        period described herein, the claim on review shall be deemed denied as of
        the
        last day of such period.

      


       (iv)           The
        Committee, in its sole discretion, may hold a hearing regarding the claim
        and
        request that the Claimant attend.  If a hearing is held, the Claimant
        shall be entitled to be represented by counsel.

      


       (v)           
        The Committee’s decision upon review on the Claimant’s claim shall be
        communicated to the Claimant in writing.  If the claim upon review is
        denied, the notice to the Claimant shall set forth:

      


      (A)           The
        specific reason or reasons for the decision, with references to the specific
        Plan provisions on which the determination is based;

      


      (B)           A
        statement that the Claimant is entitled to receive, upon request and free
        of
        charge, reasonable access to, and copies of, all documents, records and other
        information relevant to the claim; and

      


      (C)           A
        statement of the Claimant’s right to bring a civil action under Section 502 of
        ERISA.

      


       (vi)           Any
        review of a claim involving a determination of a claim for disability benefits
        shall not afford deference to the initial adverse benefit determination and
        shall not be determined by any individual who made the initial adverse benefit
        determination or a subordinate of such individual.  In deciding a
        review of any adverse benefit determination that is based in whole or in
        part on
        a medical judgment, including determinations with regard to whether a particular
        treatment, drug, or other item is experimental, investigational, or not
        medically necessary or appropriate, the Committee shall consult with a health
        care professional who has appropriate training and experience in the field
        of
        medicine involved in the medical judgment.


      
        
          
          

        

        
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      (c)           
        All interpretations, determinations and decisions of the Committee with respect
        to any claim, including without limitation the appeal of any claim, shall
        be
        made by the Committee, in its sole discretion, based on the Plan and comments,
        documents, records, and other information presented to it, and shall be final,
        conclusive and binding.

      


      (d)          
         The claims procedures set forth in this Section are intended to comply
        with United States Department of Labor Regulation § 2560.503-1 and should be
        construed in accordance with such regulation.  In no event shall it be
        interpreted as expanding the rights of Claimants beyond what is required
        by
        United States Department of Labor Regulation § 2560.503-1.


      
        
          
          

        

        
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      ARTICLE
        XVII


      MISCELLANEOUS

      


      17.01        If
        any provision of this Plan shall be held illegal or invalid for any reason,
        such
        illegality or invalidity shall not affect the remaining parts of this Plan,
        but
        such illegal or invalid provision shall be deemed modified to the extent
        necessary to conform to applicable law and carry out the purposes of this
        Plan,
        or, if such modification is impossible, the Plan shall be construed and enforced
        as if such illegal or invalid provision had never been inserted
        herein.

      


      17.02        This
        Plan shall be governed, construed, administered and regulated in all respects
        under the laws of the State of New York, except insofar as they have been
        superseded by the provisions of ERISA.

      


      17.03        Wherever
        any words are used herein in the masculine gender, they shall be construed
        as
        though they were also used in the feminine gender in all cases where they
        would
        so apply, and vice versa, and wherever any words are used herein in the
        singular form, they shall be construed as through they were also used in
        the
        plural form in all cases where they would so apply, and vice
        versa.

      


      17.04        The
        adoption and maintenance of this Plan shall not be deemed to constitute a
        contract between any Employer and any person or to be a consideration for
        the
        employment of any person.  Nothing contained herein shall be deemed to
        give any person the right to be retained in the employ of any Employer or
        to
        derogate from the right of any Employer or discharge any person at any time
        without regard to the effect of such discharge upon the rights of such person
        as
        a Participant in this Plan.

      


      17.05        Except
        as otherwise provided by ERISA, no liability shall attach to any Employer
        for
        payment of any benefits or claims hereunder, and all participants and
        Beneficiaries, and all persons claiming under or through them, shall have
        recourse only to the Trust Fund for payment of any benefit
        hereunder.

      


      17.06        Nothing
        in this Plan, express or implied, is intended, or shall be construed, to
        confer
        upon or give to any person, firm, association or corporation, other than
        the
        parties hereto and their successors in interest, any right, remedy or claim
        under or by reason of this Plan or any covenants, condition or stipulation
        hereof, and all covenants, conditions and stipulations in this plan, by or
        on
        behalf of any party, shall be for the sole and exclusive benefit of the parties
        hereto.

      


      (a)           
        Any contribution to the Plan made by an Employer by a mistake in fact may
        be
        returned to such Employer at the direction of the Trustee within one (1)
        year
        after the date of the payment of such contribution.

      


      (b)           
        Each contribution made to this Plan by an Employer is conditioned upon its
        deductibility under Section 404 of the Code.  If the deduction is
        disallowed, such contribution shall, to the extent disallowed as a deduction,
        be
        returned to such Employer within one (1) year following the date of
        disallowance.


      
        
          
          

        

        
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      (c)           
        This Plan is established for the exclusive benefit of the Participants herein
        and their Beneficiaries.  Except as provided in Section 14.05 and this
        Section 17.06, it shall be impossible for any assets of the Trust to revert
        to
        any Employer prior to the satisfaction of all liabilities hereunder with
        respect
        to all Participants and their Beneficiaries.


      
        
          
          

        

        
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      ARTICLE
        XVIII


      ADMINISTRATION
        OF THE PLAN

      


      18.01       
        Administrative Committee.  There is hereby created an Administrative
        Committee for the Plan.  The general administration of the Plan on
        behalf of the Plan Administrator shall be placed in the Administrative
        Committee.

      


      18.02       
        Investment Committee.  There is hereby created an Investment Committee
        for the Plan.

      


      18.03       
        Payment of Benefits (Administrative Committee).  The Administrative
        Committee shall advise the Trustee in writing with respect to all benefits
        which
        become payable under the terms of the Plan and shall direct the Trustee to
        pay
        such benefits on order of the Administrative Committee.  In the event
        that the Trust Fund shall be invested in whole or in part in one or more
        insurance contracts, the Administrative Committee shall be authorized to
        give to
        any insurance company issuing such a contract such instructions as may be
        necessary or appropriate in order to provide for the payment of benefits
        in
        accordance with the Plan.

      


      18.04       
        Powers and Authority; Action Conclusive (Administrative
        Committee).  Except as otherwise expressly provided in the Plan or in
        the Trust Agreement, or by the Investment Committee, the Administrative
        Committee shall have the exclusive right, power, and authority, in its sole
        and
        absolute discretion, to administer, apply and interpret the Plan, Trust
        Agreement and any other Plan documents and to decide all matters arising
        in
        connection with the operation or administration of the Plan and the
        Trust.  Subject to the immediately preceding sentence, the
        Administrative Committee shall have all powers necessary or helpful for the
        carrying out of its responsibilities, and the decisions or action of the
        Administrative Committee in good faith in respect of any matter hereunder
        shall
        be conclusive and binding upon all parties concerned.

      


      Without
        limiting the generality of the foregoing, the Administrative Committee has
        the
        complete authority, in its sole and absolute discretion, to:

      


       (a)           Determine
        all questions arising out of or in connection with the interpretation of
        the
        terms and provisions of the Plan except as otherwise  expressly
        provided herein;

      


       (b)           Make
        rules and regulations for the administration of the Plan which are not
        inconsistent with the terms and provisions of the Plan, and fix the annual
        accounting period of the trust established under the Trust Agreement as required
        for tax purposes;

      


       (c)           Construe
        all terms, provisions, conditions of and limitations to the Plan;

      


       (d)           Determine
        all questions relating to (A) the eligibility of persons to receive benefits
        hereunder, (B) the periods of service, including Hours of Service, Credited
        Service and Years of Service, and the amount of Compensation of a Participant
        during any period hereunder, and (C) all other matters upon which the benefits
        or other rights of a Participant or other person shall be based hereunder;
        and


      
        
          
          

        

        
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       (e)           Determine
        all questions relating to the administration of the Plan (A) when disputes
        arise
        between the Employer and a Participant or his Beneficiary, Spouse or legal
        representatives, and (B) whenever the Administrative Committee deems it
        advisable to determine such questions in order to promote the uniform
        administration of the Plan.

      


      The
        Administrative Committee may recoup on behalf of the Plan any payment made
        in
        error by the Plan to any person, and any such amount will be returned to
        the
        Plan.

      


      All
        determinations made by the Administrative Committee with respect to any matter
        arising under the Plan Trust Agreement and any other Plan documents shall
        be
        final and binding on all parties.  The foregoing list of powers is not
        intended to be either complete or exclusive and the Administrative Committee
        shall, in addition, have such powers as the Plan Administrator deems appropriate
        and delegates to it and such powers as may be necessary for the performance
        of
        its duties under the Plan and the Trust Agreement.

      


      18.05       
        Reliance on Information (Administrative Committee).  The members of
        the Administrative Committee and any Employer or affiliate thereof (including
        the Company) and its officers, directors and employees shall be entitled
        to rely
        upon all tables, valuations, certificates, opinions and reports furnished
        by any
        accountant, trustee, insurance company, counsel or other expert who shall
        be
        engaged by the Company or an affiliate thereof or the Committee, and the
        members
        of the Committee and any Employer or affiliate thereof (including the Company)
        and its officers, directors and employees shall be fully protected in respect
        of
        any action taken or suffered by them in good faith in reliance thereon, and
        all
        action so taken or suffered shall be conclusive upon all persons affected
        thereby.

      


      18.06       
        Actions to be Uniform; Regular Personnel Policies to be Followed.  Any
        discretionary actions to be taken under this Plan by the Administrative
        Committee or Investment Committee with respect to the classification of the
        Employees, contributions, or benefits shall be uniform in their nature and
        applicable to all Employees similarly situated.  With respect to
        service with the Employer, leaves of absence and other similar matters, the
        Committee shall administer the Plan in accordance with the Employer’s regular
        personnel policies at the time in effect.

      


      18.07       
        Fiduciaries.  Any person or group of persons may serve in more than
        one fiduciary capacity with respect to the Plan.  Any Named Fiduciary
        under the Plan, and any fiduciary designated by a Named Fiduciary to whom
        such
        power is granted by a Named Fiduciary under the Plan, may employ one or more
        persons to render advice with regard to any responsibility such fiduciary
        has
        under the Plan.

      


      18.08       
        Plan Administrator.  The Company shall be the administrator of the
        Plan, as defined in Section 3(16)(A) of ERISA and shall be responsible for
        the
        preparation and filing of any required returns, reports, statements or other
        filings with appropriate governmental agencies.  The Company or its
        authorized designee shall also be responsible for the preparation and delivery
        of information to persons entitled to such information under any applicable
        law.

      


      18.09       
        Notices and Elections (Administrative Committee).  A Participant shall
        deliver to the Administrative Committee all directions, orders, designations,
        notices or other communications on appropriate forms to be furnished by the
        Administrative Committee.  The Administrative Committee shall also
        receive notices or other communications directed to Participants from the
        Trustee and transmit them to the Participants.  All elections which
        may be made by a Participant under this Plan shall be made in a time, manner
        and
        form determined by the Administrative Committee unless a specific time, manner
        or form is set forth in the Plan.


      
        
          
          

        

        
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      18.10       
        Misrepresentation of Age.  In making a determination or calculation
        based upon a Participant’s age, the Administrative Committee shall be entitled
        to rely upon any information furnished by the Participant.  If a
        Participant misrepresents the Participant’s age, and the misrepresentation is
        relied upon by a Member Company, an affiliate thereof (including the Company)
        or
        the Administrative Committee, the Administrative Committee will adjust the
        Participant’s Accrued Benefit to conform to the Participant’s actual age and
        offset future monthly payments to recoup any overpayments caused by the
        Participant’s misrepresentation.

      


      18.11       
        Decisions of Administrative Committee are Binding.  The decisions of
        the Administrative Committee with respect to any matter it is empowered to
        act
        on shall be made in the Administrative Committee’s sole discretion and shall be
        final, conclusive and binding on all persons, based on the Plan
        documents.  In carrying out its functions under the Plan, the
        Administrative Committee shall endeavor to act by general rules so as to
        administer the Plan in a uniform and nondiscriminatory manner as to all persons
        similarly situated.

      


      18.12       
        Spouse’s Consent.  In addition to when such consent is expressly
        required by the terms of this Plan, the Committee may in its sole discretion
        also require the written consent of the Employee’s Spouse to any other election
        or revocation of election made under this Plan before such election or
        revocation shall be effective.

      


      18.13       
        Accounts and Records.  The Administrative Committee and Investment
        Committee shall maintain such accounts and records regarding the fiscal and
        other transactions of the Plan and such other data as may be required to
        carry
        out its functions under the Plan and to comply with all applicable
        laws.  The Administrative Committee shall report annually to the Board
        on the performance of its responsibilities and on the performance of any
        trustee
        or other persons to whom any of its powers and responsibilities may have
        been
        delegated and on the administrative operation of the Plan for the preceding
        year.  The Investment Committee shall report annually to the Board on
        the performance of its responsibilities and on the performance of any trustee,
        investment manager, insurance carrier or persons to whom any of its powers
        and
        responsibilities may have been delegated and on the financial condition of
        the
        Plan for the preceding year.

      


      18.14       
        Forms.  To the extent that the form or method prescribed by the
        Administrative Committee to be used in the operation and administration of
        the
        Plan does not conflict with the terms and provisions of the Plan, such form
        shall be evidence of (a) the Administrative Committee’s interpretation,
        construction and administration of this Plan and (b) decisions or rules made
        by
        the Administrative Committee pursuant to the authority granted to the Committee
        under the Plan.

      


      18.15       
        Liability and Indemnification.  The functions of the Trustees,
        Administrative Committee, the Investment Committee, the Board, and the Employer
        under the Plan are fiduciary in nature and each shall be carried out solely
        in
        the interest of the Participants and other persons entitled to benefits under
        the Plan for the exclusive purpose of providing the benefits under the Plan
        (and
        for the defraying of reasonable expenses of administering the
        Plan).  The Administrative Committee, the Investment Committee, the
        Board, and the Employer shall carry out their respective functions in accordance
        with the terms of the Plan with the care, skill, prudence and diligence under
        the circumstances then prevailing that a prudent person acting in a like
        capacity and familiar with such matters would use in the conduct of an
        enterprise of a like character and with like aims.  No member of the
        Administrative Committee or Investment Committee and no officer, director,
        or
        employee of the Employer shall be liable for any action or inaction with
        respect
        to his functions under the Plan unless such action or inaction is adjudicated
        to
        be a breach of the fiduciary standard of conduct set forth
        above.


      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      


      The
        Company shall indemnify and hold harmless any person who, by virtue of
        membership on the Board, Administrative Committee, Investment Committee or
        any
        other committee or by virtue of such person’s status as a director, officer or
        employee of the Employer, is deemed or held to be a fiduciary of the Plan
        within
        the meaning of the Act, to the extent not covered by the Company’s insurance,
        against any and all claims, loss, damages, expenses, including legal fees
        and
        other expenses of litigation and liability arising from any action or failure
        to
        act, provided that such act or failure to act is not judicially determined
        to be
        due to the gross negligence or willful misconduct of such person, except
        that
        the Company may, in its sole discretion, elect not to enforce this provision
        in
        a case of gross negligence or willful misconduct.  Further, no member
        of the Administrative Committee or Investment Committee shall be personally
        liable merely by virtue of any instrument executed by him or on his behalf
        as a
        member of the Administrative Committee or Investment Committee.  The
        Company may secure and maintain in full force and effect such insurance as
        may
        be reasonably available on behalf of the persons described in this section,
        to
        cover liability or losses from which the Company is obligated to indemnify
        such
        persons.  The amount and conditions of such insurance shall be
        determined by the Company in its sole discretion.


      
        
          
          

        

        
          62

          
            

          

        

        
          
          

        

      


      APPENDIX
        A

      


      REQUIRED
        MINIMUM DISTRIBUTION RULES

      


      Section
        1.  General
        Rules

      


      1.1.           Effective
        Date.  The provisions of this Appendix will apply for purposes of
        determining required minimum distributions for calendar years beginning with
        the
        2003 calendar year.

      


      1.2.           Scope.  This
        Appendix A describes the required distribution rules for Participants who
        have
        reached their Required Beginning Date, as those terms are defined in the
        Plan,
        as well as the incidental death benefit requirements.  The terms of
        this Appendix A shall apply solely to the extent required under Code Section
        401(a)(9) and shall be null and void to the extent that they are not required
        under Section 401(a)(9) of the Code.  This Appendix A is not intended
        to defer the timing of a distribution beyond the date otherwise required
        under
        the Plan or to create any benefits (including but not limited to death benefits)
        or distribution forms that are not otherwise offered under the
        Plan.  Any capitalized terms not otherwise defined in this Appendix A
        have the meaning given those terms in the Plan.

      


      1.3.           Precedence.  The
        requirements of this Appendix A will take precedence over any inconsistent
        provisions of the Plan.

      


      1.4.           Requirements
        of Treasury Regulations Incorporated.  All distributions required
        under this Appendix A will be determined and made in accordance with the
        Treasury Regulations under Section 401(a)(9) of the Internal Revenue
        Code.

      


      1.5.           TEFRA
        Section 242(b)(2) Elections.  Notwithstanding the other
        provisions of this Appendix A, other than Section 1.4, distributions may
        be made
        under a designation made before January 1, 1984, in accordance with Section
        242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and any
        provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

      


      Section
        2.  Time and
        Manner of Distribution.

      


      2.1.           Required
        Beginning Date.  The Participant’s entire interest will be
        distributed, or begin to be distributed, to the Participant no later than
        the
        Participant’s Required Beginning Date.

      


      2.2.           Death
        of Participant Before Distributions Begin.  If the Participant
        dies before distributions begin, the Participant’s entire interest will be
        distributed, or begin to be distributed, no later than as follows:

      


       (a)           If
        the Participant’s surviving Spouse is the Participant’s sole designated
        beneficiary, then distributions to the surviving Spouse will begin by December
        31 of the calendar year immediately following the calendar year in which
        the
        Participant died, or by December 31 of the calendar year in which the
        Participant would have attained age 70 1/2, if later.


      
        
          
          

        

        
          Appendix
            A-1

          
            

          

        

        
          
          

        

      


       (b)           If
        the Participant’s surviving Spouse is not the Participant’s sole designated
        beneficiary, then distributions to the designated beneficiary will begin
        by
        December 31 of the calendar year immediately following the calendar year
        in
        which the Participant died.

      


       (c)           If
        there is no designated beneficiary as of September 30 of the year following
        the
        year of the Participant’s death, the Participant’s entire interest will be
        distributed by December 31 of the calendar year containing the fifth anniversary
        of the Participant’s death.

      


       (d)           If
        the Participant’s surviving Spouse is the Participant’s sole designated
        beneficiary and the surviving Spouse dies after the Participant but before
        distributions to the surviving Spouse begin, this Section 2.2, other than
        Section 2.2(a), will apply as if the surviving Spouse were the
        Participant.

      


       For
        purposes of this Section 2.2 and Section 5, distributions are considered
        to
        begin on the Participant’s Required Beginning Date (or, if Section 2.2(d)
        applies, the date distributions are required to begin to the surviving Spouse
        under Section 2.2(a)).  If annuity payments irrevocably commence to
        the Participant before the Participant’s Required Beginning Date (or to the
        Participant’s surviving Spouse before the date distributions are required to
        begin to the surviving Spouse under Section 2.2(a)), the date distributions
        are
        considered to begin is the date distributions actually commence.

      


      2.3.           Form
        of Distribution.  Unless the Participant’s interest is
        distributed in the form of an annuity purchased from an insurance company
        or in
        a single sum on or before the Required Beginning Date, as of the first
        distribution calendar year distributions will be made in accordance with
        Sections 3, 4 and 5 of this Appendix A.  If the Participant’s interest
        is distributed in the form of an annuity purchased from an insurance company,
        distributions thereunder will be made in accordance with the requirements
        of
        Section 401(a)(9) of the Code and the Treasury Regulations.  Any part
        of the Participant’s interest which is in the form of an individual account
        described in Section 414(k) of the Code will be distributed in a manner
        satisfying the requirements of Section 401(a)(9) of the Code and the Treasury
        Regulations that apply to individual accounts.

      


      Section
        3.  Determination
        of Amount to be Distributed Each Year.

      


      3.1.           General
        Annuity Requirements.  If the Participant’s interest is paid in
        the form of annuity distributions under the Plan, payments under the annuity
        will satisfy the following requirements:

      


      (a)           the
        annuity distributions will be paid in periodic payments made at intervals
        not
        longer than one year;

      


      (b)           the
        distribution period will be over a life (or lives) or over a period certain
        not
        longer than the period described in Section 4 or 5;

      


      (c)           once
        payments have begun over a period certain, the period certain will not be
        changed even if the period certain is shorter than the maximum
        permitted;

      


      (d)           payments
        will either be nonincreasing or increase only as follows:


      
        
          
          

        

        
          Appendix
            A-2

          
            

          

        

        
          
          

        

      

       

      (1)           by
        an annual percentage increase that does not exceed the annual percentage
        increase in a cost-of-living index that is based on prices of all items and
        issued by the Bureau of Labor Statistics;

      


      (2)           to
        the extent of the reduction in the amount of the Participant’s payments to
        provide for a survivor benefit upon death, but only if the Beneficiary whose
        life was being used to determine the distribution period described in Section
        4
        dies or is no longer the Participant’s Beneficiary pursuant to a qualified
        domestic relations order within the meaning of Section 414(p);

      


      (3)           to
        provide cash refunds of employee contributions upon the Participant’s death;
        or

      


      (4)           to
        pay increased benefits that result from a plan amendment.

      


      3.2.           Amount
        Required to be Distributed by Required Beginning Date.  The
        amount that must be distributed on or before the Participant’s Required
        Beginning Date (or, if the Participant dies before distributions begin, the
        date
        distributions are required to begin under Section 2.2(a) or (b)) is the payment
        that is required for one payment interval.  The second payment need
        not be made until the end of the next payment interval even if that payment
        interval ends in the next calendar year.  Payment intervals are the
        periods for which payments are received, e.g., bi-monthly, monthly,
        semi-annually, or annually.  All of the Participant’s benefit accruals
        as of the last day of the first distribution calendar year will be included
        in
        the calculation of the amount of the annuity payments for payment intervals
        ending on or after the Participant’s Required Beginning Date.

      


      3.3.           Additional
        Accruals After First Distribution Calendar Year.  Any additional
        benefits accruing to the Participant in a calendar year after the first
        distribution calendar year will be distributed beginning with the first payment
        interval ending in the calendar year immediately following the calendar year
        in
        which such amount accrues.

      


      Section
        4.  Requirements
        For Annuity Distributions That Commence During Participant’s
        Lifetime.

      


      4.1.           Joint
        Life Annuities Where the Beneficiary Is Not the Participant’s
        Spouse.  If the Participant’s interest is being distributed in
        the form of a joint and survivor annuity for the joint lives of the Participant
        and a nonspouse Beneficiary, annuity payments to be made on or after the
        Participant’s Required Beginning Date to the designated beneficiary after the
        Participant’s death must not at any time exceed the applicable percentage of the
        annuity payment for such period that would have been payable to the Participant
        using the table set forth in Q&A-2 of Section 1.401(a)(9)-6T of the Treasury
        Regulations.  If the form of distribution combines a joint and
        survivor annuity for the joint lives of the Participant and a nonspouse
        Beneficiary and a period certain annuity, the requirement in the preceding
        sentence will apply to annuity payments to be made to the designated beneficiary
        after the expiration of the period certain.

      


      4.2.           Period
        Certain Annuities.  Unless the Participant’s Spouse is the sole
        designated beneficiary and the form of distribution is a period certain and
        no
        life annuity, the period certain for an annuity distribution commencing during
        the Participant’s lifetime may not exceed the applicable distribution period for
        the Participant under the Uniform Lifetime Table set forth in Section
        1.401(a)(9)-9 of the Treasury Regulations for the calendar year that contains
        the annuity starting date.  If the annuity starting date precedes the
        year in which the Participant reaches age 70, the applicable distribution
        period
        for the Participant is the distribution period for age 70 under the Uniform
        Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations
        plus the excess of 70 over the age of the Participant as of the Participant’s
        birthday in the year that contains the annuity starting date.  If the
        Participant’s Spouse is the Participant’s sole designated beneficiary and the
        form of distribution is a period certain and no life annuity, the period
        certain
        may not exceed the longer of the Participant’s applicable distribution period,
        as determined under this Section 4.2, or the joint life and last survivor
        expectancy of the Participant and the Participant’s Spouse as determined under
        the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the
        Treasury Regulations, using the Participant’s and Spouse’s attained ages as of
        the Participant’s and Spouse’s birthdays in the calendar year that contains the
        annuity starting date.


      
        
          
          

        

        
          Appendix
            A-3

          
            

          

        

        
          
          

        

      


      Section
        5.  Requirements
        For Minimum Distributions Where Participant Dies Before Date Distributions
        Begin.

      


      5.1.           Participant
        Survived by Designated Beneficiary.  If the Participant dies
        before the date distribution of his or her interest begins and there is a
        designated beneficiary, the Participant’s entire interest will be distributed,
        beginning no later than the time described in Section 2.2(a) or (b), over
        the
        life of the designated beneficiary or over a period certain not
        exceeding:

      


      (a)           unless
        the annuity starting date is before the first distribution calendar year,
        the
        life expectancy of the designated beneficiary determined using the Beneficiary’s
        age as of the Beneficiary’s birthday in the calendar year immediately following
        the calendar year of the Participant’s death; or

      


      (b)           if
        the annuity starting date is before the first distribution calendar year,
        the
        life expectancy of the designated beneficiary determined using the Beneficiary’s
        age as of the Beneficiary’s birthday in the calendar year that contains the
        annuity starting date.

      


      5.2.           No
        Designated Beneficiary.  If the Participant dies before the date
        distributions begin and there is no designated beneficiary as of September
        30 of
        the year following the year of the Participant’s death, distribution of the
        Participant’s entire interest will be completed by December 31 of the calendar
        year containing the fifth anniversary of the Participant’s death.

      


      5.3.           Death
        of Surviving Spouse Before Distributions to Surviving Spouse
        Begin.  If the Participant dies before the date distribution of
        his or her interest begins, the Participant’s surviving Spouse is the
        Participant’s sole designated beneficiary, and the surviving Spouse dies before
        distributions to the surviving Spouse begin, this Section 5 will apply as
        if the
        surviving Spouse were the Participant, except that the time by which
        distributions must begin will be determined without regard to Section
        2.2(a).

      


      Section
        6.  Definitions.

      


      6.1.           Designated
        beneficiary.  The individual who is designated as the Beneficiary
        under Section 1.09 of the Plan and is the designated
        beneficiary under Section 401(a)(9) of the Internal Revenue Code and Section
        1.401(a)(9)-4, Q&A-1, of the Treasury Regulations.


      
        
          
          

        

        
          Appendix
            A-4

          
            

          

        

        
          
          

        

      


      6.2.           Distribution
        calendar year.  A calendar year for which a minimum distribution
        is required.  For distributions beginning before the Participant’s
        death, the first distribution calendar year is the calendar year immediately
        preceding the calendar year which contains the Participant’s Required Beginning
        Date.  For distributions beginning after the Participant’s death, the
        first distribution calendar year is the calendar year in which distributions
        are
        required to begin pursuant to Section 2.2.

      


      6.3.           Life
        expectancy.  Life expectancy as computed by use of the Single
        Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.

      


      6.4.           Required
        Beginning Date.  The date specified in Section 1.43 of the
        Plan.


      
        
          
          

        

        
          Appendix
            A-5

          
            

          

        

        
          
          

        

      


      APPENDIX
        B

      


      COMMON
        OR
        COLLECTIVE TRUST FUNDS OR

      


      POOLED
        INVESTMENT FUNDS

      


      


      


      Bernstein
        Global Style Blend Series


      Alliance
        Institutional Enhanced Sector Rotation Fund

       

       

      Appendix
        B-1