ex10_1.htm


    
      

    

    Exhibit
      10.1

     

     

     

    
      AMENDMENT
        AND
        RESTATEMENT

       

      OF
        THE

      


      PROFIT
        SHARING
        PLAN
        FOR
        EMPLOYEES

       

      OF

      


      ALLIANCEBERNSTEIN
        L.P.

      


      


      


      (As
        amended through September 1, 2007)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF
        CONTENTS

      PAGE

      


      
        	
                ARTICLE
                  I

              	
                DEFINITIONS.

              	
                2

              
	
                 

              	 	 
	
                ARTICLE
                  II

              	
                MEMBERSHIP

              	
                12

              
	 	 	 
	
                ARTICLE
                  III

              	
                CREDITING
                  OF SERVICE

              	
                15

              
	 	 	 
	
                ARTICLE
                  IV

              	
                COMPANY
                  CONTRIBUTIONS

              	
                17

              
	 	 	 
	
                ARTICLE
                  V

              	
                MEMBER
                  SALARY DEFERRAL ELECTIONS, SALARY DEFERRAL CONTRIBUTIONS AND ROLLOVER
                  CONTRIBUTIONS

              	
                19

              
	 	 	 
	
                ARTICLE
                  VI

              	
                ALLOCATIONS
                  OF COMPANY CONTRIBUTIONS AND FORFEITURES

              	
                25

              
	 	 	 
	
                ARTICLE
                  VII

              	
                ACCOUNTS,
                  ALLOCATIONS AND LOANS

              	
                28

              
	 	 	 
	
                ARTICLE
                  VIII

              	
                VALUATION

              	
                31

              
	 	 	 
	
                ARTICLE
                  IX

              	
                DETERMINATION
                  OF BENEFITS

              	
                34

              
	 	 	 
	
                ARTICLE
                  X

              	
                TIME
                  AND MANNER OF PAYMENT OF BENEFITS

              	
                36

              
	 	 	 
	
                ARTICLE
                  XI

              	
                ADMINISTRATION
                  OF THE PLAN

              	
                41

              
	 	 	 
	
                ARTICLE
                  XII

              	
                THE
                  TRUST FUND

              	
                50

              
	 	 	 
	
                ARTICLE
                  XIII

              	
                CERTAIN
                  RIGHTS AND OBLIGATIONS OF THE COMPANY

              	
                51

              
	 	 	 
	
                ARTICLE
                  XIV

              	
                NON-ALIENATION
                  OF BENEFITS

              	
                53

              
	 	 	 
	
                ARTICLE
                  XV

              	
                AMENDMENTS

              	
                54

              
	 	 	 
	
                ARTICLE
                  XVI

              	
                LIMITATIONS
                  ON BENEFITS AND CONTRIBUTIONS

              	
                55

              
	 	 	 
	
                ARTICLE
                  XVII

              	
                TOP-HEAVY
                  PLAN YEARS

              	
                56

              
	 	 	 
	
                ARTICLE
                  XVIII

              	
                MISCELLANEOUS

              	
                60

              


      

      


      


      
        	
                APPENDIX A.

              	
                REQUIRED
                  DISTRIBUTION RULES

              	
                61

              
	
                 

              	 	 
	
                APPENDIX B.

              	
                COMMON
                  OR COLLECTIVE TRUST FUNDS OR POOLED INVESTMENT FUNDS

              	
                65

              


      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        PROFIT
          SHARING
          PLAN
          FOR
          EMPLOYEES

         

        OF

        


        ALLIANCEBERNSTEIN
          L.P



      WHEREAS,
        the Profit Sharing Plan for Employees of AllianceBernstein L.P. (the “Plan”)
        (formerly known as the Profit Sharing Plan for Employees of Alliance Capital
        Management L.P.) was originally established effective as of January 1, 1972
        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, changes in applicable law and the investment in Units of
        AllianceBernstein Holding L.P. (“AllianceBernstein Holding”); and

      


      WHEREAS,
        the Plan was amended effective January 1, 1995 to reflect the merger of the
        Alliance Capital Management L.P. Profit Sharing Plan for Former Employees
        of
        Equitable Capital Management Corporation with and into this Plan;
        and

      


      WHEREAS,
        the Plan was amended to comply with the Economic Growth and Tax Relief
        Reconciliation Act of 2001 (“EGTRRA”) and other applicable legislation, which
        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,
        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.

      


      For
        the
        purposes of this Plan, except as otherwise herein expressly provided or unless
        the context otherwise requires, when capitalized:

      


      Section
        1.01.  “Account”
means
        any one or
        more of the following accounts maintained by the Committee for a
        Member:

      


      
        	
                 

              	
                (a)

              	
                his
                  Company Contributions Account;

              


      

      


      
        	
                 

              	
                (b)

              	
                his
                  Member Contributions Account;

              


      

      


      
        	
                 

              	
                (c)

              	
                his
                  Member Salary Deferral Account; and

              


      

      


      
        	
                 

              	
                (d)

              	
                his
                  Rollover Account.

              


      

      


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

      


      Section
        1.03.  “Accounting
        Date” means
        the last business day of each Plan Year and any other date which may be
        determined by the Committee under uniform and non-discriminatory procedures
        established by the Committee.

      


      Section
        1.04.  “After-Tax
        Rollover
        Contributions” means an amount of after-tax employee contributions
        contributed or transferred to the Trust in accordance with Section
        5.03(b).

      


      Section
        1.05.  “Anniversary
        Year”
means each twelve (12) month period beginning on an Employee’s Employment
        Commencement Date or any annual anniversary thereof.

      


      Section
        1.06.  “Affiliate”
means
        any
        corporation or unincorporated business (a) controlled by, or under common
        control with, the Company within the meaning of Code Sections 414(b) and
        (c), or
        (b) which is a member of an “affiliated service group”, as defined in Code
        Section 414(m), of which the Company is a member.

      


      Section
        1.07.  “Assignor
        Limited Partner”
shall mean Alliance ALP, Inc., a Delaware corporation, or any individual,
        corporation, association, partnership, joint venture, entity, estate or other
        entity or organization designated by the general partner of the Company to
        serve
        as a substitute therefore.

      


      Section
        1.08.  “Beneficiary”
means
        the
        person (including a trust or estate of a Member) designated by a Member,
        or who
        may otherwise be entitled under the terms of the Plan to receive the balance,
        if
        any, of the Member’s Accounts upon the Member’s death.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      Section
        1.09.  “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.

      


      Section
        1.10.  “Break
        in Service” means,
        with respect to any Employee, any Anniversary Year ending on or after the
        date
        of his Separation from Service and before his date of re-employment, if any,
        in
        which he does not complete more than five hundred (500) Hours of Service
        with
        Employers or Affiliates.

      


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

      


      Section
        1.12.  “Committee”
or
        “Administrative Committee”  means the administrative committee
        appointed pursuant to Section 11.01.  “Investment Committee” means the
        investment committee appointed pursuant to Section 11.02.

      


      Section
        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.

      


      Section
        1.14.  “Company
        Contribution”
means a contribution for a Plan Year made by an Employer to the Trust
        pursuant
        to Section 4.01 or Section 4.02, but not Section 5.01, including any amount
        to
        be applied from the Unallocated Forfeitures Account in reduction of the
        contribution which would otherwise be made for the Plan Year
        involved.

      


      Section
        1.15.  “Company
        Contributions
        Account” means the Account consisting of the balance attributable to Company
        Contributions.

      


      Section
        1.16.  “Compensation”
means
        a
        Member’s base salary (or Draw, if no base salary) received for services rendered
        to an Employer, which term shall include the amount of a Member’s Salary
        Deferral and any other salary deferrals pursuant to Code Sections 401(k),
        125 or
        132(f), but shall not include overtime pay, bonuses, severance pay,
        distributions on Units, reimbursement for moving expenses, reimbursement
        for
        educational expenses, reimbursement for any other expenses, contributions
        or
        benefits paid under this Plan or any other plan of deferred compensation,
        or any
        other extraordinary item of compensation or income; provided that in the
        case of
        a Member whose compensation from an Employer includes commissions, commissions
        shall be included only to the extent that the Member’s aggregate compensation
        taken into account does not exceed $100,000 and provided further that such
        amount shall be prorated for those Members (based on amount of service as
        a
        Member (as defined pursuant to Article IV)) for purposes of Company Profit
        Sharing Contributions and Company Matching Contributions.  In
        addition, Compensation shall not include amounts paid to non-resident aliens
        which do not constitute income from United States sources (within the meaning
        of
        Code Section 862) except in the case of a non-resident alien who is a Member
        and
        for whom the Company so specifies.  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.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      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 Member in cash in lieu
        of
        group health coverage because the Member 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 Member’s other health coverage as part of the enrollment process
        for the health plan.

      


      Section
        1.17.  “Draw”
means
        compensation
        received on a regular basis at a consistent rate which may be offset against
        commissions earned by an Employee who does not receive base salary.

      


      Section
        1.18.  “ECMC Plan”
means
        the
        Alliance Capital Management L.P. Profit Sharing Plan for Former Employees
        of
        Equitable Capital Management Corporation as in effect immediately prior to
        January 1, 1995.

      


      Section
        1.19.   (a)  “Employee”
means,
        except as provided in Subsection (c), any person employed by an Employer
        or an
        Affiliate.

      


      (b)           An
        Excluded Employee (as defined in Subsection (c)) shall be considered an Employee
        for all purposes under the Plan except that:

      


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

      


      (2)           a
        Member who becomes an Excluded Employee shall be an Inactive Member while
        he
        remains an Excluded Employee.

      


      (c)           An
        Excluded Employee shall mean 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)           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 any such Employer or Affiliate; or

      


      (3)           is
        not an Excluded Employee under Paragraph (4) of this Subsection (c) and is
        neither a resident nor a citizen of the United States, nor receives “earned
        income”, within the meaning of Code Section 911(b), from an Employer or
        Affiliate that constitutes income from sources within the United States,
        within
        the meaning of Code Section 861(a)(3), 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


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (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 Retirement 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
        a “leased employee.”  For purposes of this Plan, “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 Code Section 414(n)(6) 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;
        or

      


      (7)           is
        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.

      


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

      


      Section
        1.21.  “Employment
        Commencement
        Date” means:

      


      (a)           the
        date on which an Employee first performs an Hour of Service; or

      


      (b)           in
        the case of a former Employee who has incurred a Break in Service, the date
        on
        which he first completes an Hour of Service following his Separation from
        Service.

      


      Section
        1.22.  “Entry
        Date” means January
        1 and July 1 of each Plan Year after 1988.  Notwithstanding the
        foregoing, as provided in Section 2.01(b), for purposes of a Member’s
        eligibility to make Member Salary Deferrals to a Member Salary Deferral Account
        established in accordance with the provisions of Article V, “Entry Date” shall
        mean the first day of the calendar month occurring after the completion of
        the
        Member’s first regular payroll period; and further provided that, effective on
        and after September 1, 2007, “Entry Date” shall mean the first day that is
        administratively feasible following the Employee’s Employment Commencement
        Date.

      


      Section
        1.23.  “Highly
        Compensated
        Employee” means an Employee who, with respect to the “determination
        year”:

      


      (a)           owned
        (or is considered as owning within the meaning of Code Section 318) 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 Code Section
        318); or


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (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.”

      


      For
        purposes of this Section, “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 Code Section 402(g)(3)) 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
        Code Sections 125, 132(f)(4), 401(k) or 457.

      


      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
        Code Section 911(d)(2)) from the Employer constituting United States source
        income within the meaning of Code Section 861(a)(3) 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 Code Sections 414(n)(2) and 414(o)(2)
        shall be considered Employees unless such Leased Employees are covered by
        a plan
        described in Code Section 414(n)(5) 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”.

      


      Section
        1.24.  “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 Code Section 414(q) definition is
        applicable.

      


      Section
        1.25.  (a)  “Hour of
        Service” means:

      


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


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (2)           each
        hour of a period during which no duties are performed due to vacation, holiday,
        illness, incapacity, layoff, jury duty, military duty or leave of absence,
        determined in accordance with the following rule: he shall be credited with
        (45)
        Hours of Service for each week or partial week of the period
        of  absence.

      


      (3)           each
        hour during the Employee’s period of service in the Armed Forces of the United
        States, credited on the basis of forty (40) Hours of Service for each week,
        or
        eight (8) Hours of Service for each weekday, of such service, if the Employee
        retains re-employment rights under the Military Selective Service Act and
        is
        re-employed by an Employer or Affiliate within the period provided by such
        Act;
        and

      


      (4)           each
        hour 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 in this
        Subsection (a).

      


      (5)   (A)  
solely
        for purposes of Section
        1.10, each hour of an Employee’s absence commencing on or after January 1,
        1985:

      


      (i)   
by
        reason of
        leave pursuant to the FMLA;

       

        
        (ii)   
by
        reason of the
        pregnancy of such Employee;

       

       
        (iii)   
by
        reason of
        the birth of a child of such Employee;

       

        (iv)    by
        reason of
        the placement of a child in connection with the adoption of such child by
        the
        Employee; or

      


       
         (v)    for
        purposes
        of caring for such child for a period beginning immediately following such
        birth
        or placement, determined in accordance with Subparagraphs (B), (C) and
        (D).

      


      (B)           The
        number of hours credited to an Employee pursuant to Subparagraph (A) shall
        be:

      


         (i)    the
        number of
        hours which otherwise would normally have been credited to such Employee
        but for
        such absence; or

      


       
        (ii)    in
        any case in
        which the Plan cannot determine the number of hours which would normally
        be
        credited to such individual, a total of eight (8) Hours of Service for each
        day
        of such absence,

      


      except
        that the total number of Hours of Service credited to an Employee under this
        Paragraph (5) shall not exceed 501 Hours of Service for any such period of
        absence.

      


      (C)           The
        Hours of Service credited to an Employee pursuant to this Paragraph (5) shall
        be
        credited:


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

        
        (i)       
only in the Anniversary
        Year in which such period of absence began, if such
        Employee would be prevented from incurring a Break in Service in such
        Anniversary Year solely because of the crediting of Hours of Service during
        such
        period of absence pursuant to this Paragraph (5); or

      


        
        (ii)        in
        any other case, in the Anniversary Year next succeeding the commencement
        of such
        period of absence.

      


      (D)           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:

      


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

      


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

      


      (b)           The
        number of Member’s Hours of Service and the Plan Year or other computation
        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)           An
        Employee’s Hours of Service need not be determined from employment records, and
        such Employee may, in accordance with uniform and non-discriminatory 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).

      


      Section
        1.26.  “Inactive
        Member” means a
        Member described in Section 2.02(b).  An Inactive Member shall be
        treated as a Member for purposes of Article VII and Section 11.03, but shall
        not
        otherwise be deemed a Member of the Plan.

      


      Section
        1.27.  “Independent
        Fiduciary”
means a person or entity who is not an employee or officer of the Company
        or its
        Affiliates who is appointed by the Company pursuant to Section 7.10 to perform
        the functions described therein.

      


      Section
        1.28.  “Initial
        Automatic Enrollment
        Percentage” means the percentage of a Member’s Salary Reduction Compensation
        as defined in Section 5.01(c) that is contributed to his Member Salary Deferral
        Account where a Member fails to make an affirmative election to make
        contributions to his Member Salary Deferral Account.  The Initial
        Automatic Enrollment Percentage shall be three percent (3%).

      


      Section
        1.29.  “Investment
        Fund” means
        those investment funds which may, from time to time, be made available for
        investment pursuant to Article VII.

      


      Section
        1.30.  “Leave
        of Absence” means
        any absence or leave approved by an Employee’s Employer.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      Section
        1.31.  “Loan Account”
means
        the
        account maintained by the Committee for a “Borrower” as defined in Section 7.07
        in which a loan by the Borrower made pursuant to that Section is
        held.

      


      Section
        1.32.  “Member”
means
        any person
        who has been admitted to membership in this plan pursuant to Section 2.01
        or
        2.03 and whose membership has not terminated pursuant to Section
        2.02.  In addition, for purposes of Article VII and Section 11.03, the
        term “Member” includes a former Member or Beneficiary for whom an Account is
        maintained under the Plan.

      


      Section
        1.33.  “Member
        Contributions
        Account” means the Account maintained for a Member in which are held (a)
        voluntary contributions made under the Plan by the Member prior to 1989,
        if any,
        (b) “member contributions” (as defined in the ECMC Plan) made under the ECMC
        Plan prior to January 1, 1995, if any, (c) after-tax contributions made under
        the SCB Savings or Cash Option Plan for Employees, if any, and (d) After-Tax
        Rollover Contributions made hereunder on or after September 1, 2007, if
        any.

      


      Section
        1.34.  “Member
        Salary Deferral”
means an elective salary deferral made by a Member in accordance with
        Section
        5.01.

      


      Section
        1.35.  “Member
        Salary Deferral
        Account” means the Account of a Member established pursuant to Section 7.02
        consisting of the balance attributable to his Member Salary
        Deferrals.

      


      Section
        1.36.  “Normal
        Retirement Date”
means the first day of the calendar month coincident with or next following
        a
        Member’s sixty-fifth (65th) birthday.

      


      Section
        1.37.  “Permanent
        Disability”
means a physical or mental disability which a licensed physician acceptable
        to
        the Company has certified as permanent or likely to be permanent and as
        rendering the Member unable to perform his customary duties.  In the
        determination of Permanent Disability, the Company shall act in a uniform
        and
        non-discriminatory manner with respect to all Employees similarly
        situated.

      


      Section
        1.38.  “Plan”
means
        this Profit
        Sharing Plan, as herein set forth, and as hereafter amended from time to
        time.

      


      Section
        1.39.  “Plan Year”
means
        the
        calendar year.

      


      Section
        1.40.  “Required
        Beginning Date”
means

      


      (a)           for
        a Member who is not a 5-percent owner (as defined in Code Section 416) 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 Member’s (i) attainment of age 701⁄2 or (ii)
        Retirement.

      


      (b)           for
        a Member who (i) is a 5-percent owner (as defined in Code Section 416) 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
        Member attains age 701⁄2.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      Notwithstanding
        the foregoing, effective January 1, 2004, the Required Beginning Date of
        any
        Member who attained age 701⁄2 prior to January 1, 1998 is the April 1 of the
        calendar year following the calendar year in which occurs the later of the
        Member’s (i) attainment of age 701⁄2 or (ii) Separation from Service; provided
        that, if such a Member who has commenced receiving minimum distributions
        in
        accordance with Section 401(a)(9) of the Code does not elect, pursuant to
        Section 10.08(h) of the Plan, to cease receiving such minimum distributions,
        the
        Required Beginning Date of such Member shall be age 701⁄2.

      


      Section
        1.41.  “Retirement”
means
        a
        Separation from Service (a) on or after a Member’s Normal Retirement Date; or
        (b) on account of his Permanent Disability.

      


      Section
        1.42.  “Rollover
        Account” means
        the Account attributable to contributions and transfers referred to in Section
        5.03(a).

      


      Section
        1.43.  “Rollover
        Contribution”
means an amount contributed or transferred to the Trust in accordance
        with
        Section 5.03(a).

      


      Section
        1.44.  “Separation
        from Service”
means termination of employment with an Employer or Affiliate for any
        reason;
        provided, however, that no Separation from Service shall be deemed to occur
        upon
        an Employee’s transfer from the employ of one Employer or Affiliate to another
        Employer or Affiliate.

      


      Section
        1.45.  “Testing
        Compensation”
means income reported as wages, tips and other compensation on Form W-2
        plus
        pre-tax deductions under Code Sections 125, 132(f), 401(k), and
        402(g)(3).  Testing Compensation shall include Deemed 125
        Compensation, as defined in Section 1.16 of the Plan.

      


      Section
        1.46.  “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 1.23) 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 Code Sections
        414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
        Employees are covered by a plan described in Code Section 414(n)(5) 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
        Code Section 911(d)(2) from the Employer constituting United States source
        income within the meaning of Code Section 861(a)(3) 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 17 1⁄2 hours per week;

      


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


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


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

      


      Section
        1.47.  “Trust”
means
        the trust
        established pursuant to the Trust Agreement to hold the assets of the
        Plan.

      


      Section
        1.48.  “Trust
        Agreement” means
        the trust agreement providing for the Trust Fund.

      


      Section
        1.49.  “Trust
        Fund” means all the
        assets of the Plan which are held by the Trustee under the Trust
        Agreement.

      


      Section
        1.50.  “Trustee”
means
        the
        trustee or trustees from time to time in office under the Trust
        Agreement.

      


      Section
        1.51.  “Unallocated
        Forfeitures
        Account” means the Account to be maintained by the Committee pursuant to
        Section 9.06(b).

      


      Section
        1.52.  “Uncashed
        Check Account”
means the Account to be maintained by the Committee pursuant to Section
        9.06(d).

      


      Section
        1.53.  “Unit”
means
        a unit
        representing the assignment of beneficial ownership of limited partnership
        interests in AllianceBernstein Holding L.P.

      


      Section
        1.54.  “Years
        of Service” means
        the aggregate period of service with which an Employee is credited under
        the
        provisions of Article III.


      
        
          
          

        

        
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      ARTICLE
        II

      


      MEMBERSHIP

      


      Section
        2.01.  Admission
        to the
        Plan.

      


      (a)           Each
        individual who was a Member of the Plan on December 31, 1988 and who did
        not
        cease to be a Member on that date shall continue to be a Member on January
        1,
        1989.  Each Employee whose Employment Commencement Date was before
        January 1, 1989 and who prior to January 1, 1989 completed at least one (1)
        Year
        of Service shall become a Member on January 1, 1989, or on the first Entry
        Date
        subsequent to the date on which he attains his twenty-first (21st) birthday,
        whichever is later, provided he is an Employee on such January 1, 1989 or
        other
        Entry Date, as applicable. Each Employee who would have been eligible to
        participate in the ECMC Plan as of January 1, 1995, if the ECMC Plan had
        not
        been merged with and into this Plan effective that date, shall become a Member
        of this Plan on January 1, 1995.  Any person who was either (i) a
        participant in the SCB Savings or Cash Option Plan for Employees prior to
        December 31, 2003 or (ii) eligible to participate in the SCB Savings or Cash
        Option Plan for Employees prior to December 31, 2003, shall become a Member
        for
        all purposes of the Plan on January 1, 2004, or if not an Employee on January
        1,
        2004, on the Employee’s rehire date.

      


      (b)           (i)  Except
        as otherwise provided in Section 2.01(a) or 2.03, an Employee of an Employer
        shall become a Member of the Plan solely for purposes of eligibility to make
        Member Salary Deferrals to a Member Salary Deferral Account established in
        accordance with the provisions of Article V, on the first Entry Date subsequent
        to the Employee’s Employment Commencement Date (and, prior to January 1, 2007,
        or, if later, the first Entry Date subsequent to the date on which he attains
        his twenty-first (21st) birthday).

      


      (ii)           Except
        as otherwise provided in Section 2.01(a) or 2.03, an Employee of an Employer
        shall become a Member of the Plan, solely for purposes of eligibility to
        receive
        Company Contributions under Articles IV and VI, on the later of:

      


      (A)           the
        first Entry Date subsequent to the date on which he attains his twenty-first
        (21st) birthday, or

      


      (B)           the
        first Entry Date subsequent to the first Anniversary Year in which he completes
        one (1) Year of Service.

      


      (c)           Each
        Employee who is employed by an Affiliate that is not an Employer and who
        subsequently becomes an Employee of an Employer shall become a Member of
        the
        Plan:

      


      (1)           immediately
        upon becoming an Employee of such Employer, if he previously satisfied the
        age
        (if any) and service requirements of Subsection (b); or

      


      (2)           in
        accordance with Subsection (b), if he does not become a Member pursuant to
        Subsection (c)(1).


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Section
        2.02.  Termination
        of Membership and
        Inactive Membership.

      


      (a)           A
        Member shall cease to be a Member as of the date of his Separation from Service,
        if he incurs a Break in Service in the Anniversary Year of such Separation
        from
        Service or in the following Anniversary Year.

      


      (b)           A
        Member shall become an Inactive Member as of the last day of his first
        Anniversary Year in which he completes five hundred (500) or fewer Hours
        of
        Service without having incurred a Separation from Service.  An
        Inactive Member shall continue to be such until either (1) the date on which
        he
        ceases to be a Member pursuant to Subsection (a) or (2) the date on which
        he
        again becomes a Member pursuant to Section 2.03.

      


      Section
        2.03.  Readmission
        to the
        Plan.

      


      A
        former
        Member shall again become a Member coincident with or immediately after the
        date
        he becomes an employee, provided he is an Employee of an Employer on such
        rehire
        date.  An Inactive Member shall become a Member coincident with or
        immediately after the date he returns to active employment.

      


      Section
        2.04.  Designation
        of
        Beneficiary.

      


      (a)           Each
        Member may designate in writing on a form prescribed by and filed with the
        Committee, a Beneficiary to receive the aggregate balance of his Accounts
        and
        his Loan Account, if any, in the event that his death should occur before
        the
        entire amount of such balance has been paid to him, except that if the Member
        has an Eligible Spouse, such designation shall not be effective unless the
        Eligible Spouse has consented in writing to the designation of a Beneficiary
        other than such Eligible Spouse and such consent is witnessed by a member
        of the
        Committee or a Notary Public.  In addition, such designation may
        include the designation of a secondary Beneficiary to receive such death
        benefit
        if the primary Beneficiary does not qualify or survive.

      


      (b)           If
        no Beneficiary has been designated, or if, for any reason no person qualifies
        as
        a Beneficiary at the time of the Member’s death, or if no designated Beneficiary
        survives the Member, the interest of the deceased Member shall be paid to
        the
        Eligible Spouse.  If the Member has no Eligible Spouse, the Committee
        may, but shall not be required to, designate a Beneficiary, but only from
        among
        the Member’s spouse, descendants (including adoptive descendants), parents,
        brothers and sisters or nephews and nieces and may consider requests from
        any
        Beneficiary which it designates as to the manner of payment of the
        benefit.  If the Committee declines to make such designation, the
        benefit payable hereunder upon the Member’s death shall be paid in a lump sum to
        his estate.

      


      (c)           “Eligible
        Spouse” means, subject to applicable federal law and except to the extent as may
        otherwise be provided in any “qualified domestic relations order” within the
        meaning of Code Section 414(p):

      


      (1)           in
        the case of a Member who dies before the commencement of any installment
        payments pursuant to Section 10.01(b), his lawfully married spouse on the
        date
        of his death.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      (2)           in
        the case of a Member who dies after the commencement of any installment payments
        pursuant to Section 10.01(b), his lawfully married spouse on the date such
        payments commenced.

      


      Section
        2.05.  Qualified
        Military Service
        Provisions.

      


      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 will be provided in accordance with Code Section
        414(u).


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      ARTICLE
        III

      


      Crediting
        of Service

      


      Section
        3.01.  Year of
        Service.

      


      Each
        Employee shall be credited with one Year of Service for each Anniversary
        Year
        ending after December 31, 1975 during which he completes more than five hundred
        (500) Hours of Service; provided, however, that:

      


      (a)           if
        an individual becomes a Member of the Plan after December 31, 1975, he shall
        not
        receive credit for a Year of Service for any Anniversary Year before the
        Anniversary Year in which he first completes one thousand (1,000) Hours of
        Service; and

      


      (b)           an
        Employee shall be credited with a Year of Service for the last Anniversary
        Year
        during which he is an Employee only if he completes at least one thousand
        (1,000) Hours of Service in such Anniversary Year.

      


      Section
        3.02.  Number
        of Years of
        Service.

      


      An
        Employee’s aggregate number of Years of Service shall be computed by adding (a)
        his number of Years of Service completed since his last Break in Service,
        if
        any, and (b) the number of Years of Service restored pursuant to Section
        3.03.

      


      Section
        3.03.  Restoration
        of
        Service.

      


      (a)           If
        a former Member again becomes a Member after having incurred a Break in Service,
        he shall be credited with the Years of Service which he had completed prior
        to
        such Break in Service for all purposes.

      


      (b)           If
        a former Member:

      


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

      


      (2)           never
        had a vested interest in his Salary Deferral Account and had no vested interest
        in his Company Contributions Account at the time of such Break in Service;
        and

      


      (3)           again
        becomes a Member,

      


      his
        Years
        of Service prior to such Breaks in Service shall be disregarded for all purposes
        under this Plan.


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      Section
        3.04.  Service
        with Non-employer
        Affiliates.

      


      Any
        Years
        of Service completed by an Employee while in the employ of an Affiliate that
        is
        not an Employer shall be credited under this Article III on the same basis
        as
        service with an Employer.

      


      Section
        3.05.  Service
        with Equitable Capital
        Management Corporation.

      


      For
        purposes of determining an Employee’s eligibility to participate in the Plan
        under Article II and vesting under Section 9.04, the Employee shall be credited
        under the Plan with the number of “hours of service” and “years of service”, as
        such terms are defined in the ECMC Plan, credited to that Employee for the
        corresponding purpose under the ECMC Plan immediately prior to January 1,
        1995,
        including service credited under the Equitable Investment Plan for Employees,
        Managers and Agents maintained by The Equitable Life Assurance Society of
        the
        United States, but disregarding in determining such Employee’s eligibility to
        participate and vesting under this Plan any periods of service which were
        disregarded under the ECMC Plan, such as service disregarded due to “breaks in
        service”, as defined in the ECMC Plan.  Notwithstanding anything to
        the contrary in this Section 3.05 or elsewhere in the Plan, no period shall
        be
        taken into account more than once in determining the Hours of Service and
        Years
        of Service of any Employee by reason of this Section 3.05.

      


      Section
        3.06.  Service
        with Shields and
        Regent.

      


      For
        purposes of determining an Employee’s eligibility to participate in the Plan
        under Article II and vesting under Section 9.04, 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.

      


      Section
        3.07.  Cursitor
        Service.

      


      For
        purposes of determining an Employee’s eligibility to participate in the Plan
        under Article II and vesting under Section 9.04, 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 Al1iance
        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 Emp1oyer or an
        Affiliate.

      


      Section
        3.08.  Sanford
        Bernstein
        Participants.

      


      With
        respect to each Employee who was an employee of either Sanford C. Bernstein
        & Co, Inc. (“SCB”) or Bernstein Technologies Inc. (“BTI”) or one of their
        respective subsidiaries and who became an Employee of an Employer or an
        Affiliate on or after October 2, 2000, the Employee’s service with SCB, BTI and
        their respective subsidiaries on or prior to such date shall be considered
        as
        service with an Employer or Affiliate.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      


      ARTICLE
        IV

      


      COMPANY
        CONTRIBUTIONS

      


      Section
        4.01.  Company
        Profit Sharing
        Contributions.

      


      The
        Board
        shall determine the Company Contribution, if any, which shall be contributed
        to
        the Trust Fund out of the Company’s current and accumulated earnings and
        allocated to the Members’ Company Contributions Accounts pursuant to Article VI
        in respect of each Plan Year.  No Company Contribution under this
        Section 4.01 or Section 4.02 may be made which cannot be allocated under
        the
        provisions of Article XVI.  For purposes of this Section 4.01 and
        Section 4.02, “current and accumulated earnings” means current and accumulated
        net income for book purposes. Notwithstanding anything herein to the contrary,
        a
        Member for purposes of Article IV means only those Employees who have satisfied
        the applicable age and service requirements of Sections 2.01(a), (b)(ii)
        or
        (c).

      


      Section
        4.02.  Company
        Matching
        Contributions.

      


      Effective
        for Plan Years beginning after December 31, 1989, the Company shall contribute
        to the Trust Fund out of the Company’s current and accumulated earnings an
        amount equivalent to that percentage, not to exceed 100% of each Member’s Member
        Salary Deferral elected for the Plan Year involved, such percentage to be
        fixed
        by the Board; provided that the Company may establish a limit on the amount
        of
        Member Salary Deferrals that are so matched specified either as a dollar
        amount
        or as a percentage of Compensation  and provided further that any such
        limit may be established based on the period in which any individual is a
        Member
        of the Plan.  The contribution determined under this Section 4.02 for
        a particular Member shall be allocated to the Member’s Company Contributions
        Account on the basis of that Member’s Member Salary Deferrals for that Plan
        Year, subject to any Company-established limits on Member Salary Deferrals
        to be
        matched for that Plan Year.  For purposes of this Section 4.02, no
        contribution shall be made pursuant to this Section 4.02 with respect to
        Catch-up Contributions.

      


      Section
        4.03.  Time of
        Contributions.

      


      Contributions
        may be made in one or more installments at such time or times during the
        Plan
        Year, or during any additional period provided by law for the making of
        contributions in respect of such Plan Year, as the Company shall
        determine.  Except as otherwise provided in the Plan, for purposes of
        valuing the Trust Fund and making allocations to Accounts, all contributions
        in
        respect of any Plan Year shall be deemed to have been made on the last
        Accounting Date of the Plan Year, regardless of the actual date of
        contribution.

      


      Section
        4.04.  Irrevocability
        of
        Contributions.

      


      (a)           Except
        as provided in Subsection (b), any and all contributions made by the Company
        shall be irrevocable and shall be transferred to the Trustee to be used in
        accordance with the provisions of this Plan for providing the benefits and
        paying the expenses thereof.  Neither such contributions nor any
        income therefrom shall be used for, or diverted to, purposes other than for
        the
        exclusive benefit of Members or their Beneficiaries and payment of expenses
        of
        this Plan and the Trust.


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      (b)           (1)           If
        any contribution is made to this Plan by a mistake of fact, such contribution
        shall be returned to the Company within one (1) year following the date that
        such contribution is made.

      


      (2)           Each
        Company Contribution made to this Plan is conditioned upon its deductibility
        under Code Section 404.  Each contribution, to the extent disallowed
        as a deduction, may be returned to the Company within one (1) year following
        the
        date of disallowance.


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      ARTICLE
        V

      


      MEMBER
        SALARY DEFERRAL ELECTIONS, SALARY DEFERRAL CONTRIBUTIONS AND ROLLOVER
        CONTRIBUTIONS

      


      Section
        5.01.  Member
        Salary Deferral
        Elections.

      


      (a)           For
        each Plan Year beginning after December 31, 2005, any Member may elect to
        defer
        the receipt of a portion (or such other amount as the Committee may direct)
        of
        his “Salary Reduction Compensation” while a Member for the Plan Year, in such
        increments that the Committee may decide, and direct the Employer to contribute
        the amount so deferred into the Trust to be invested in the Investment Fund
        or
        Funds designated by the Member.  A Member’s election shall be made in
        a form prescribed by the Committee filed with the Member’s Employer, prior to
        the date that the Compensation would, but for the election, be made available
        to
        the Member, and the election shall remain in effect until it is modified
        or
        terminated, all in accordance with rules established by the
        Committee.  In no event may a Member’s salary deferral exceed the
        $15,000 dollar limitation (or any higher amount that may be allowed by Treasury
        Regulations), as provided in Code Section 402(g). Any Member’s salary deferral
        for any pay period may be further adjusted, at the Committee’s direction and
        discretion, to comply with the discrimination standards applicable to Code
        Section 401(k) arrangements in particular, to all plans qualified under Code
        Section 401(a) in general, and/or with the limitations contained in Article
        XVI.

      


      (b)           Effective
        on and after September 1, 2007, in accordance with any rules, regulations
        and/or
        administrative guidelines prescribed by the Committee and unless and until
        otherwise elected by a Member, a Member who fails to make an affirmative
        election with regard to whether he wishes to make a salary deferral to his
        Member Salary Deferral Account shall be deemed as having made an election
        (i) to
        make contributions to his Member Salary Deferral Account pursuant to Section
        5.01(a) equal to the Initial Automatic Enrollment Percentage and (ii) if
        no
        proper election is on file, to invest such contributions in the Investment
        Fund
        or Funds prescribed by the Investment Committee in its sole discretion for
        such
        purpose.  Effective on and after January 1, 2008, unless or until a
        Member makes an affirmative election otherwise, such a Member’s deemed election
        shall automatically be increased by one percent (1%) each January 1 to a
        maximum
        of five percent (5%) of Salary Reduction Compensation; provided, however,
        that
        if a Member’s Employment Commencement Date occurs on or after July 1 of a Plan
        Year, such automatic increase shall not apply in the following Plan
        Year.  No deemed election nor automatic increase described in this
        Section 5.01(b) shall result in the Member’s salary deferral exceeding the
        deferral limitation set forth in Section 5.01(a) above without respect to
        Catch-up Contributions under Section 5.07.  The Committee may
        establish and adopt written rules, regulations and/or administrative guidelines
        designed to facilitate the administration and operation of the provisions
        of
        this paragraph, as it may deem necessary or proper, in its sole
        discretion.  For purposes of this Section 5.01(b), an Employee who
        satisfies the requirements to be a Member and whose deferral percentage in
        effect as of the first payroll period on or after September 1, 2007 is zero
        percent (0%) and who has no Member Salary Deferral Account balance shall
        be
        auto-enrolled hereunder unless such Employee makes an affirmative election
        regarding his enrollment in accordance with the rules, regulations and/or
        administrative guidelines prescribed by the
        Committee.  Notwithstanding this Section 5.01(b), a Member may
        affirmatively elect to make contributions to his Member Salary Deferral Account
        in an amount equal to, less than or greater than the Initial Automatic
        Enrollment Percentage or the automatically increased contribution percentage,
        as
        applicable subject to such deferral limitation.


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      


      (c)           “Salary
        Reduction Compensation” means a Member’s base salary, Draw and other draws,
        overtime pay, bonuses and commissions received for services rendered to an
        Employer, which term shall include the amount of a Member’s Salary Deferral and
        any other salary deferrals pursuant to Code Sections 401(k), 125 or 132(f),
        but
        shall not include, by way of example rather than by way of limitation, severance
        pay, distributions on Units, reimbursement for moving expenses, reimbursement
        for educational or other expenses, contributions or benefits paid under this
        Plan or any other plan of deferred compensation, expatriate tax equalization
        or
        similar payments, or any other extraordinary item of compensation or income.
        In
        addition, Salary Reduction Compensation shall not include amounts paid to
        non-resident aliens which do not constitute income from United States sources
        (within the meaning of Code Section 862) except in the case of a non-resident
        alien who is a Member and for whom the Company so specifies.  Salary
        Reduction Compensation shall include Deemed 125 Compensation, as defined
        in
        Section 1.16 of the Plan.  Salary Reduction Compensation for any Plan
        Year shall not exceed the applicable Code Section 401(a)(17) dollar
        limit.

      


      Section
        5.02.  Allocation
        of Member Salary
        Deferral Elections.

      


      A
        Salary
        Deferral Election made in accordance with Section 5.01 shall be allocated
        among
        the Investment Funds in accordance with the provisions of Section
        7.03.

      


      Section
        5.03.  Rollover
        Contributions and
        After-Tax Rollover Contributions.

      


      (a)           An
        Employee may, with the consent of the Committee, contribute to the Plan,
        or
        authorize the plan sponsor, administrator or trustee of a qualified employee
        benefit plan in which he previously participated to transfer to the Trust,
        any
        distribution or other payment or amount which is permitted to be contributed
        or
        transferred to the Trust in accordance with Code Section 402, 403(a) or
        408(d)(3)(A)(ii) or any other applicable provision of the Code or the
        regulations or rulings thereunder permitting the contribution or
        transfer.  Any such Rollover Contribution shall be received by the
        Trustee subject to the condition precedent that its transfer complies in
        all
        respects with the requirements of the applicable Code provisions, regulations
        or
        rules pertaining thereto and, upon any discovery that any such contribution
        or
        transfer does not so comply, the amount of the Rollover Contribution, together
        with all changes in the value of the Trust Fund allocated thereto, shall
        revert
        to the individual by or on whose behalf it was made as of the next following
        Accounting Date.  The decision of the Committee for the Trust to
        accept a Rollover Contribution shall not give rise to any liability by the
        Committee, the Company, the Plan or the Trustee to the Employee or any other
        party on account of a subsequent determination that such Rollover Contribution
        does not qualify to be held in the Trust.  A Rollover Contribution
        may, subject to the consent of the Committee, be made at any time during
        the
        Plan Year, shall not be subject to the limitations of Article XVI, and shall
        as
        of the Accounting Date next following receipt of the Rollover Contribution
        by
        the Trustee be allocated in full to the Member’s Rollover Account except as
        regards the amount thereof equal to the Member’s voluntary contributions, if
        any, to a qualified plan, which amount shall be allocated to the Member’s Member
        Contributions Account.  Until so allocated the amount of a Rollover
        Contribution shall be held unallocated in the Trust Fund.


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      Notwithstanding
        the foregoing provisions of this Section, effective January 1, 2004, the
        Plan
        will accept a Rollover Contribution from a qualified plan described in Sections
        401(a) or 403(a) of the Code, an annuity contract described in Section 403(b)
        of
        the Code and an eligible plan under Section 457(b) of the Code which is
        maintained by a state, political subdivision of a state, or any agency or
        instrumentality of a state or political subdivision of a state and the portion
        of a distribution from an individual retirement account or annuity described
        in
        Section 408(a) or 408(b) of the Code that is eligible to be rolled over and
        would otherwise be includible in the Member’s taxable gross income.

      


      (b)           Subject
        to the provisions of Section 5.03(a) above, effective on and after September
        1,
        2007, the Plan shall accept a rollover of After-Tax Rollover Contributions
        that
        would not otherwise be includible in the Member’s taxable gross
        income.  Prior to such date, a rollover of after-tax employee
        contributions is not permitted hereunder.

      


      (c)           Each
        Employee or former Employee who becomes a participant in a pension, profit
        sharing or stock bonus plan described in Code Section 401(a) (a “transferee
        plan”) may, not later than thirty (30) days (or such lesser period as is
        acceptable to the Committee) prior to any Accounting Date, request the Committee
        to direct the Trustees to, and upon such request, the Committee in its sole
        discretion may direct the Trustees to, transfer in cash the nonforfeitable
        balance in such Employee’s Accounts to an account maintained by any such
        transferee plan on the Employee’s behalf, as of such Accounting Date; provided,
        however, that such transferee plan permits such transfer.

      


      (d)           Any
        Employee who makes or causes to be made a contribution or transfer pursuant
        to
        Subsections (a) or (b) and who has not become a Member pursuant to the
        provisions of Article II shall, except for purposes of Sections 4.01, 5.01
        and
        6.01, be considered a Member of this Plan.

      


      Section
        5.04.  Return
        of Excess
        MemberSalary Deferral Elections.

      


      (a)           Notwithstanding
        any other provisions of the Plan, a Member may request the Committee in writing
        by no later than the March 1 following the end of the preceding calendar
        year,
        to have distributed to the Member from the Trust the amount of the Member’s
        Member Salary Deferrals which are in excess of the amount permitted under
        Code
        Section 402(g) for such calendar year (“Excess Deferrals”).

      


      (b)           Excess
        Deferrals claimed under subsection (a) and any income allocable to such amount
        including, as of January 1, 2006, income attributable to the period between
        the
        end of the Plan Year and the date of distribution, in accordance with applicable
        Treasury Regulations, shall be distributed from the Plan no later than April
        15
        of the calendar year in which the request was made.  This Section 5.04
        shall also apply to amounts deferred under the terms of Section 6.02(c) for
        Plan
        Years beginning after December 31, 1986.

      


      Section
        5.05.  Actual
        Deferral Percentage
        Test.

      


      (a)           As
        used in this Section 5.05, each of the following terms shall have the meaning
        for that term set forth in this Section 5.05:


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      (i)           Actual
        Deferral Percentage means the  ratio (expressed as a percentage)
        of Member Salary  Deferrals (other than Excess Deferrals of non-Highly
        Compensated Employees made under plans maintained by the Company or an
        Affiliate) on behalf of the Member for the Plan Year to the Member’s Testing
        Compensation for the Plan Year.

      


      (ii)           Average
        Actual Deferral Percentage means the average (expressed as a percentage) of
        the Actual Deferral Percentages of the Members in a group, including those
        Members whose Actual Deferral Percentage is zero.

      


      (b)           For
        each Plan Year, the amount of Member Salary Deferrals shall be subject to
        the
        following:

      


      (i)           For
        Plan Years beginning on or after January 1, 2001, the Average Actual Deferral
        Percentage for Members who are Highly Compensated Employees for the Plan
        Year
        must satisfy one of the following tests:

      


      (A)           The
        Average Actual Deferral Percentage for Members who are Highly Compensated
        Employees for the Plan Year shall not exceed the Average Actual Deferral
        Percentage for Members who are non-Highly Compensated Employees for the Plan
        Year multiplied by 1.25; or

      


      (B)           The
        Average Actual Deferral Percentage for Members who are Highly Compensated
        Employees for the Plan Year shall not exceed the Average Actual Deferral
        Percentage for Members who are non-Highly Compensated Employees for the Plan
        Year multiplied by 2.0, provided that the Average Actual Deferral Percentage
        for
        Members who are Highly Compensated Employees does not exceed the Average
        Actual
        Deferral Percentage for Members who are non-Highly Compensated Employees
        by more
        than two (2) percentage points.

      


      (ii)           For
        Plan Years prior to 1997, the Excess Contributions (as defined in Section
        5.06)
        under the Plan shall be eliminated by reducing the Member Salary Deferral
        of
        each Highly Compensated Employee in order of Actual Deferral Percentage
        beginning with the highest percentage. For Plan Years after 1996, the Excess
        Contributions (as defined in Section 5.06) under the Plan shall be eliminated
        by
        reducing the Member Salary Deferral of each Highly Compensated Employee in
        order
        of the dollar amount of Member Salary Deferrals on behalf of such Highly
        Compensated Employee, beginning with the highest dollar amount.

      


      (c)           For
        purposes of determining the Actual Deferral Percentage of a Member for a
        Plan
        Year, a Member Salary Deferral shall be taken into account only if such Member
        Salary Deferral:  (i) is attributed to the Member’s Account as of a
        date within the Plan Year; (ii) is not contingent upon any subsequent event
        (except as may be necessary to comply with the Code); (iii) is actually paid
        to
        the Trust within one year of the end of the Plan Year; and (iv) relates to
        Salary Reduction Compensation which would have been received by the Member
        in
        the Plan Year but for the Member’s election to defer.  Any Member
        Salary Deferral that fails to satisfy the foregoing requirements shall be
        treated as a contribution by the Employer which is not subject to Code Section
        401(k) or 401(m).


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      


      (d)           (i)           For
        purposes of this Section 5.05, the Actual Deferral Percentage for any Member
        who
        is a Highly Compensated Employee for the Plan Year and who is eligible to
        have
        elective deferrals allocated to his or her account under two or more plans
        or
        arrangements described in Code Section 401(k) that are maintained by the
        Company
        or an Affiliate shall be determined as if all such elective deferrals were
        made
        under a single arrangement.

      


      (ii)           If
        two or more plans are aggregated for purposes of Code Section 410(b) or
        401(a)(4), such plans shall be aggregated for purposes of the Average Actual
        Deferral Percentage test.

      


      Section
        5.06.  Return
        of Excess
        Contributions.

      


      (a)           Notwithstanding
        any other provision of the Plan, any amount determined by the Committee to
        be an
“Excess Contribution” as determined under Section 5.05(b)(ii), shall be
        distributed to Members who are Highly Compensated Employees by no later than
        the
        last day of the Plan Year following the Plan Year in which the Excess
        Contribution occurred.

      


      (b)           “Excess
        Contribution” for purposes of this Section 5.06 means a Member Salary Deferral
        attributable to a Highly Compensated Employee which exceeds the maximum amount
        of such deferral permitted under Code Section 401(k)(3)(A)(ii), and which
        is
        described in Code Section 401(k)(8)(B), plus the income allocable to such
        amount.  The allocable income shall be calculated by multiplying the
        total income earned on all of the Member’s Member Salary Deferrals for the Plan
        Year in which the Excess Contribution is being returned by a fraction, the
        numerator being the Member Salary Deferral in excess of the permitted amount
        and
        the denominator being the Member’s account balance in his Member Salary Deferral
        Account on the Accounting Date of the prior Plan Year.  The Excess
        Contribution otherwise distributable under this Section 5.06 shall be adjusted
        for investment losses and for prior distributions to the Members affected,
        as
        permitted by Treasury Regulations.  Effective with respect to
        nondiscrimination testing for Plan Years beginning on and after January 1,
        2006,
        income shall be allocated to Excess Contributions during the period between
        the
        end of the Plan Year and the date of distribution of the Excess Contributions
        in
        accordance with guidance published by the Internal Revenue
        Service.  The Excess Contributions attributable to all Highly
        Compensated Employees, in the aggregate, shall be determined as the sum of
        the
        Excess Contributions (if any) determined for each Highly Compensated Employee,
        as follows: The amount (if any) by which the Member Salary Deferral of each
        Highly Compensated Employee must be reduced for the Member’s Actual Deferral
        Percentage to equal the highest permitted Actual Deferral Percentage under
        the
        Plan shall be determined. To calculate the highest permitted Actual Deferral
        Percentage under the Plan, the Actual Deferral Percentage of the Highly
        Compensated Employee with the highest Actual Deferral Percentage is reduced
        by
        the amount required to cause the Employee’s Actual Deferral Percentage to equal
        the Actual Deferral Percentage of the Highly Compensated Employee with the
        next
        highest Actual Deferral Percentage. If a lesser reduction would enable the
        Plan
        to satisfy the Actual Deferral Percentage test, only this lesser reduction
        may
        be made. This process must be repeated until the Plan would satisfy the Actual
        Deferral Percentage test. The sum of the foregoing reductions determined
        for
        each Highly Compensated Employee shall equal the dollar amount of the Excess
        Contributions attributable to all Highly Compensated Employees, in the
        aggregate.


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      Section
        5.07.  Catch-up
        Contributions.

      


      (a)           Notwithstanding
        any other provision of the Plan (other than this Section 5.07), in accordance
        with election procedures established by the Committee, a Catch-up Eligible
        Member may make additional Member Salary Deferrals for any Plan Year, without
        regard to (i) the limitations on Member Salary Deferral Elections set forth
        in
        Section 5.01; (ii) the limitations provided in Code section 401(a)(30), 402(h),
        403(b)(1)(E), 404(h), 408(k), 408(p), 415 or 457; or (iii) the Actual Deferral
        Percentage limitations described in Article 5 of the Plan and Code section
        401(k)(3), but only, in the case of clause (iii) as applied to a Member who
        is a
        Highly Compensated Employee, to the extent of the highest amount of Member
        Salary Deferrals that could be retained under the Plan by such Member for
        such
        year in accordance with Article 5 and Code section 401(k)(8)(C) (the “Applicable
        Maximum”).  To the extent the Member Salary Deferrals by a Catch-up
        Eligible Member for any year exceed the Applicable Maximum, such Member’s Salary
        Deferrals shall be deemed to be Catch-up Contributions under the
        Plan.

      


      (b)           The
        Catch-up Contributions by any Member during any Plan Year shall not exceed
        $3,000 for any year beginning with 2004 or such other amount as provided
        under
        Code section 414(v).

      


      (c)           Notwithstanding
        any other provision of the Plan (other than this Section 5.07), Catch-up
        Contributions shall not be taken into account in applying the limits of Code
        sections 401(a)(30), 402(h), 403(b), 408, 415(c) or 457 under the Plan or
        any
        other plan maintained by the Employer.  In addition, Catch-up
        Contributions shall not be taken into account in applying any provision under
        the Plan which effectuates any of the foregoing limitations, including without
        limitation the provisions of Articles 5, 16 and 17.

      


      (d)           This
        Section 5.07 is intended to comply with Code section 414(v), Treasury Regulation
        Section 1.414(v)-1, and any successor or other guidance issued by the Department
        of Treasury, and accordingly shall be interpreted consistently with such
        intention.

      


      (e)           “Catch-up
        Contribution” means a contribution under the Plan by a Catch-up Eligible Member,
        pursuant to Section 5.07.

      


      (f)           “Catch-up
        Eligible Member” means a Member who (a) is eligible to make Member Salary
        Deferrals pursuant to Section 5.01 and (b) is age 50 or older.  For
        purposes of paragraph (b) above, a Member who is projected to attain age
        50
        before the end of the Plan Year shall be deemed to be age 50 as of January
        1 of
        such Plan Year.  The determination of a “Catch-up Eligible Member”
shall be made in accordance with the requirements of Treasury Regulation
        Section
        1.414(v)-1 and any successor or other guidance provided under Code Section
        414(v) by the Department of Treasury.


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      ARTICLE
        VI

      


      ALLOCATIONS
        OF COMPANY CONTRIBUTIONS AND FORFEITURES

      


      Section
        6.01.  Contributions.

      


      (a)           Members
        Eligible to Share in Company Contributions.

      


      The
        Company Contribution for each Plan Year shall be allocated and credited to
        the
        Members’ Company Contributions Account in accordance with this Article as of the
        last Accounting Date of the Plan Year (immediately following the allocation
        of
        income and appreciation in accordance with Section 8.01) among those Members
        who
        are Employees of an Employer or an Affiliate on the Accounting
        Date.  Notwithstanding anything herein to the contrary, a Member for
        purposes of Article VI means only those Employees who have satisfied the
        applicable age and service requirements of Sections 2.01(a), (b)(ii) or
        (c).

      


      (b)           Allocation
        of Company Contribution.

      


      The
        Company Contribution under Section 4.01 for each Plan Year, determined without
        regard to Section 6.02(c), shall be allocated among the Members eligible
        for
        allocation in the proportion which each such Member’s Compensation for such Plan
        Year while a Member bears to the total Compensation for all Members eligible
        to
        share in allocations pursuant to Subsection (a).  The Company
        Contribution under Section 4.02 shall be allocated on the same basis upon
        which
        it was determined.

      


      Section
        6.02.  Allocation
        to Company
        Contributions Accounts.

      


      Effective
        for Plan Years beginning after December 31, 1989, the entire amount allocated
        under Section 6.01(b) to a Member for a Plan Year shall be credited to his
        Company Contributions Account.

      


      Section
        6.03.  Actual
        Contribution Percentage
        Test.

      


      (a)           As
        used in this Section 6.03, each of the following terms shall have the meaning
        for that term set forth below:

      


      (i)           Average
        Contribution Percentage means the average (expressed as a percentage) of the
        Contribution Percentages of the Members in a group, including those Members
        whose Contribution Percentage is zero.

       

        
        (ii)           Company
        Matching Contribution means the Company Contribution described in Section
        4.02 of the Plan.

      


       
        (iii)           Contribution
        Percentage means the ratio (expressed as a percentage) of a Member’s Company
        Matching Contributions (excluding Company Matching Contributions forfeited
        hereunder to correct Excess Aggregate Contributions or because the contributions
        to which they relate are Excess Deferrals, Excess Contributions or Excess
        Aggregate Contributions) to the Member’s Testing Compensation for the Plan
        Year.


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      (b)           Company
        Matching Contributions for each Plan Year must satisfy one of the following
        tests:

      


        
        (i)           For
        Plan Years beginning on or after January 1, 2001, the Average Contribution
        Percentage for Members who are Highly Compensated Employees for the Plan
        Year
        shall not exceed the Average Contribution Percentage for Members who
        are  non-Highly Compensated Employees for the Plan Year multiplied by
        1.25; or

      


        (ii)           For
        Plan Years beginning on or after January 1, 2001, the Average Contribution
        Percentage for Members who are Highly Compensated Employees for the Plan
        Year
        shall not exceed the Average Contribution Percentage for Members who
        are  non-Highly Compensated Employees for the Plan Year multiplied by
        2.0, provided that the Average Contribution Percentage for Members who are
        Highly Compensated Employees does not exceed the Average Contribution Percentage
        for Members who are non-Highly Compensated Employees by more than 2 percentage
        points.

      


      In
        satisfying the Actual Contribution Percentage Test set forth above, Member
        Salary Deferrals may be treated as if they were Company Matching Contributions,
        provided that the requirements of Treasury Regulation Section
        1.401(m)-2(a)(6)(ii) are satisfied.  If used to
        satisfy the Actual Contribution Percentage Test, such Member Salary Deferrals
        shall not be used to help other Member Salary Deferrals satisfy the Actual
        Deferral Per­centage Test (as described in Section 401(k)(2) of the Code),
        set forth in Sec­tion 5.05 hereof except as other­wise permitted by
        applicable law.

      


      (c)           For
        purposes of determining the Contribution Percentage of a Member for a Plan
        Year,
        the Member’s Company Matching Contributions shall be taken into account only if
        such Company Matching Contributions (i) are based on the Member’s Member Salary
        Deferrals for such Plan Year; (ii) are attributed to the Member’s Account as of
        a date within such Plan Year; and (iii) are paid to the Trust by the end
        of the
        twelfth month following the close of such Plan Year.  Any Company
        Matching Contribution that fails to satisfy the foregoing requirements shall
        be
        treated as a contribution which is not subject to Code Section
        401(m).

      


      (d)           (i)           For
        purposes of this Section 6.03, the Contribution Percentage for any Member
        who is
        a Highly Compensated Employee for the Plan Year and who is eligible to receive
        Company Matching Contributions or to make Employee after-tax contributions
        under
        one or more other plans described in Code Section 401(a) that are maintained
        by
        the Company or an Affiliate shall be determined as if all such contributions
        were made under a single plan.

       

        
        (ii)           If
        two or more plans are aggregated for purposes of Code Section 410(b) or
        401(a)(4), such plans shall be aggregated for purposes of the Average
        Contribution Percentage test.


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      Section
        6.04.  Return
        of Excess Aggregate
        Contributions.

      


      (a)           Notwithstanding
        any other provision of the Plan, any amount determined by the Committee to
        be an
“Excess Aggregate Contribution” as defined in Subsection (b), shall be
        distributed to Members who are Highly Compensated Employees by no later than
        the
        last day of the Plan Year following the Plan Year in which the Excess Aggregate
        Contribution occurred.  For Plan Years prior to 1997, the Excess
        Aggregate Contributions (as defined in Section 6.04(b)) under the Plan shall
        be
        eliminated by reducing the Company Matching Contributions of each Highly
        Compensated Employee in order of Contribution Percentage beginning with the
        highest percentage.  For Plan Years after 1996, the Excess Aggregate
        Contributions (as defined in Section 6.04(b)) under the Plan shall be eliminated
        by reducing the Company Matching Contributions of each Highly Compensated
        Employee in order of the dollar amount of Company Matching Contributions
        on
        behalf of such Highly Compensated Employee, beginning with the highest dollar
        amount.

      


      (b)           “Excess
        Aggregate Contribution” for purposes of this Section 6.04 means a Company
        Matching Contribution attributable to a Highly Compensated Emp1oyee which
        exceeds the maximum amount of such Company Matching Contributions permitted
        under Code Section 401(m)(3), and which is described in Code Section
        401(m)(6)(B), plus the income allocable to such amount.  The allocable
        income shall be calculated by multiplying the total income earned on all
        of the
        Member’s Company Matching Contributions for the Plan Year in which the Excess
        Aggregate Contribution is being returned by a fraction, the numerator being
        the
        Member Company Matching Contributions in excess of the permitted amount and
        the
        denominator being the Member’s account balance in his Company Contribution
        Account attributable to Company Matching Contributions on the Accounting
        Date of
        the prior Plan Year.  The Excess Contribution otherwise distributable
        under this Section 6.04 shall be adjusted for investment losses and for prior
        distributions to the Members affected, as permitted by Treasury
        Regulations.  Effective with respect to nondiscrimination testing for
        Plan Years beginning on and after January 1, 2006, income shall be allocated
        to
        Excess Aggregate Contributions during the period between the end of the Plan
        Year and the date of distribution of the Excess Aggregate Contributions in
        accordance with guidance published by the Internal Revenue
        Service.  The Excess Aggregate Contributions attributable to all
        Highly Compensated Employees, in the aggregate, shall be determined as the
        sum
        of the Excess Aggregate Contributions (if any) determined for each Highly
        Compensated Employee, as follows: The amount (if any) by which the Company
        Matching Contribution of each Highly Compensated Employee must be reduced
        for
        the Member’s Contribution Percentage to equal the highest permitted Contribution
        Percentage under the Plan shall be determined.  To calculate the
        highest permitted Contribution Percentage under the Plan, the Contribution
        Percentage of the Highly Compensated Employee with the highest Contribution
        Percentage is reduced by the amount required to cause the Employee’s
        Contribution Percentage to equal the Contribution Percentage of the Highly
        Compensated Employee with the next highest Contribution Percentage. If a
        lesser
        reduction would enable the Plan to satisfy the Actual Contribution Percentage
        Test, only this lesser reduction may be made. This process must be repeated
        until the Plan would satisfy the Actual Contribution Percentage Test. The
        sum of
        the foregoing reductions determined for each Highly Compensated Employee
        shall
        equal the dollar amount of the Excess Aggregate Contributions attributable
        to
        all Highly Compensated Employees, in the aggregate.


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      ARTICLE
        VII

      


      ACCOUNTS,
        ALLOCATIONS AND LOANS

      


      Section
        7.01.  Investment
        Funds.

      


      Subject
        to the provisions of any applicable state and Federal securities laws and
        to the
        regulations and rulings of any regulatory agencies administering such laws,
        the
        Trustee shall, at the direction of the Committee, establish separate Investment
        Funds within and as a part of the Trust Fund for the purpose of investing
        the
        balances held in the Accounts and in the Unallocated Forfeitures
        Account.

      


      Section
        7.02.  Separate
        Accounts.

      


      The
        Committee shall maintain a separate Company Contributions Account, Member
        Contributions Account, Member Salary Deferral Account, Rollover Account and
        Loan
        Account for each Member as relevant.  Any amount transferred from a
        Member’s “Company Matching Contribution Account” under the ECMC Plan (as defined
        thereunder) shall be held in the Member’s Rollover Account.  The
        Committee shall maintain records of each Member’s balance in each such Account
        and each Investment Fund in which the Account is invested in order to provide
        an
        accurate and current statement to the Member pursuant to Section
        8.08.  Effective January 1, 1995, each account of a participant or
        beneficiary under the ECMC Plan shall automatically be deemed an Account
        of the
        corresponding type under the Plan for the Member or Beneficiary for whom
        such
        account was maintained under the ECMC Plan.

      


      Section
        7.03.  Investing
        of the Company
        Contributions.

      


      All
        contributions allocated to a Member’s Account shall be allocated among the
        Investment Funds in accordance with a Member’s investment
        election(s).  If no proper election is on file governing the
        contributions involved, such contributions shall be invested in the Investment
        Fund(s) specified for such purpose by the Investment Committee.

      


      Section
        7.04.  Elections.

      


      (a)           The
        Committee shall prescribe such rules as it deems appropriate regarding the
        form,
        filing frequency and timeliness of elections under Section 7.03 as well as
        concerning the percentage or amounts of a contribution which may be invested
        in
        an Investment Fund.  In these rules, the Committee may specify that
        each Account of a Member be invested in the Investment Funds selected by
        the
        Member in the same proportion, or the Committee may prescribe such other
        rule as
        it deems appropriate with respect to any Account.  An election
        properly on file shall remain in force until changed.

      


      Section
        7.05.  Inter-Account
        Transfers.

      


      (a)           A
        Member may elect, on a form provided by and timely filed with the Committee,
        to
        transfer all or a portion of the balance of any Account which is invested
        in an
        Investment Fund to one or more other Investment Funds.  The Committee
        shall prescribe such rules as it deems appropriate regarding the frequency
        and
        timeliness of elections and the percentage of or amount from an Account which
        may be so transferred.


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      (b)           A
        transfer made pursuant to an election pursuant to Subsection (a) shall be
        effected as soon as administratively practicable immediately following timely
        receipt by the Committee of the election.

      


      Section
        7.06.  Unallocated
        Forfeiture
        Account.

      


      The
        amount held from time to time in the Unallocated Forfeiture Account shall
        be
        allocated among the Investment Funds as specified by the Committee.

      


      Section
        7.07.  Loans.

      


      (a)           Notwithstanding
        anything in this Plan to the contrary, the Committee, in its discretion,
        may
        authorize a loan to a Member who is a “party in interest” with respect to the
        Plan within the meaning of Section 3(14) of the Act under the circumstances
        listed in Subsection (b) below:

      


      (b)           (1)
        loans shall be made available on a reasonably equivalent basis; (2) loans
        shall
        not be made available to Highly Compensated Employees in a manner that is
        more
        favorable than the manner loans are made available to other Members; (3)
        loans
        shall bear a reasonable rate of interest; (4) loans shall be adequately secured;
        and (5) loans shall provide for repayment over a reasonable period of
        time.

      


      (c)           Loans
        made pursuant to this Section (when added to the outstanding balance of all
        other loans made by the Plan to the Member) shall be limited to the lesser
        of:

      


      (1)           $50,000
        reduced by the excess (if any) of the highest outstanding balance of loans
        from
        the Plan to the Member during the one-year period ending on the day before
        the
        date on which such loan is made, over the outstanding balance of loans from
        the
        Plan to the Member on the date on which such loan was made, or

      


      (2)           
        one-half (1/2) of the present value of the non-forfeitable accrued benefit
        of
        the Member under the Plan.

      


      For
        purposes of this limit, all plans of the Employer shall be considered one
        plan.

      


      (d)           Loans
        shall provide for level amortization with payment to be made not less frequently
        than quarterly over a period not to exceed five (5) years, unless the loan
        is
        for the purpose of acquiring a dwelling unit used within a reasonable time
        as
        the principal residence of the Member.  All loans shall be due and
        payable upon termination of employment.

      


      (e)           All
        loans shall be made pursuant to a Member loan program.  Such loan
        program shall be established in writing by the Committee and must include,
        but
        need not be limited to, the following:


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      


      


      (1)           the
        identity of the person(s) or position(s) authorized to administer the Member
        loan program;

      


      (2)           a
        procedure for applying for loans;

      


      (3)           the
        basis on which loans will be approved or denied;

      


      (4)           limitations,
        if any, on the types and amounts of loans offered;

      


      (5)           the
        procedure under the program for determining a reasonable rate of
        interest;

      


      (6)           the
        types of collateral which may secure a Member loan; and

      


      (7)           the
        events constituting default and the steps that will be taken to preserve
        Plan
        assets.

      


      Such
        Member loan program shall be contained in a separate written document which,
        when properly executed, is hereby incorporated by reference and made a part
        of
        the Plan.  Furthermore, such Member loan program may be modified or
        amended by the Committee in writing from time to time without the necessity
        of
        amending this Section.

      


      (f)           Notwithstanding
        any other provision to the contrary, a Borrower who has a loan (or loans)
        outstanding under the SCB Savings or Cash Option Plan for Employees on December
        31, 2003 which is transferred to the Plan as a result of the merger of SCB
        Savings or Cash Option Plan for Employees into the Plan shall be entitled
        to
        keep such loan (or loans) outstanding under the Plan until the loan (or loans)
        is repaid pursuant to the terms of such outstanding loan (or
        loans).


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      ARTICLE
        VIII

      


      VALUATION

      


      Section
        8.01.  Valuation
        of Trust
        Fund.

      


      All
        changes in the value of each Investment Fund as determined by the Trustee
        in
        accordance with the Trust Agreement (including income and expenses and realized
        and unrealized appreciation and depreciation of assets of the Investment
        Fund,
        determined in the case of mutual funds by reference to the net asset value
        of
        such mutual funds on the Accounting Date, but excluding Company Contributions,
        Member Salary Deferrals and contributions or transfers pursuant to Section
        5.03
        made or allocated subsequent to the last preceding Accounting Date), shall
        be
        allocated by the Committee among the Company Contributions Accounts, Member
        Contributions Accounts, Member Salary Deferral Accounts, Rollover Accounts
        and
        the Uncashed Check Account, portions of which are held in the Investment
        Fund as
        of each Accounting Date pro rata to the value of all such Accounts,
        respectively, at the last preceding Accounting Date, but first reducing the
        balance of each such Account as of the last preceding Accounting Date by
        any
        distributions from the Account since that Accounting Date.

      


      Section
        8.02.  Valuation
        of Company
        Contributions Accounts.

      


      The
        value
        of a Member’s Company Contributions Account as of any Accounting Date shall be
        the aggregate of the portions of such Account invested in each Investment
        Fund
        as of that date.  The value of that portion of such Account invested
        in an Investment Fund shall be the sum of:

      


      (a)           the
        value of such portion as of the last preceding Accounting Date, plus or
        minus

      


      (b)           all
        changes in the value of the Investment Fund since the last preceding Accounting
        Date allocable thereto pursuant to Section 8.01, plus

      


      (c)           the
        amount of transfer, if any, into such portion and the amount of the Company
        Contribution, if any, allocable thereto since the last preceding Accounting
        Date
        pursuant to Article VI, minus

      


      (d)           any
        distributions from, and transfers out of, such portion since the last preceding
        Accounting Date.

      


      Section
        8.03.  Valuation
        of Member
        Contributions Account.

      


      The
        value
        of a Member’s Member Contributions Account as of any Accounting Date shall be
        the aggregate of the portions of such Account invested in each Investment
        Fund
        as of that date.  The value of that portion of such Account invested
        in an Investment Fund shall be the sum of:

      


      (a)           the
        value of such portion as of the last preceding Accounting Date, plus or
        minus

      


      (b)           all
        changes in the value of the Investment Fund since the last preceding Accounting
        Date allocable thereto pursuant to Section 8.01, plus


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      (c)           the
        amount, if any, transferred into such portion pursuant to Section 5.04 in
        an
        amount equal to voluntary contributions by the Member to the transferor
        qualified plan or pursuant to Section 7.05, minus

      


      (d)           any
        distributions from, and transfers out of, such portion since the last preceding
        Accounting Date.

      


      Section
        8.04.  Valuation
        of Member Salary
        Deferral Accounts.

      


      The
        value
        of a Member’s Member Salary Deferral Account as of any Accounting Date shall be
        the aggregate of the portions of such Account invested in each Investment
        Fund
        as of that date.  The value of that portion of such Account invested
        in an Investment Fund shall be the sum of:

      


      (a)           the
        value of such portion as of the last preceding Accounting Date, plus or
        minus

      


      (b)           all
        changes in the value of the Investment Fund since the last preceding Accounting
        Date allocable thereto pursuant to Section 8.01, plus

      


      (c)           the
        amount, if any, transferred into such portion pursuant to Section 7.05 and
        the
        amount of Member Salary Deferrals, if any, allocable thereto since the last
        preceding Accounting Date, minus

      


      (d)           any
        distributions from, and transfers out of, such portion since the last preceding
        Accounting Date.

      


      Section
        8.05.  Valuation
        of Rollover
        Accounts.

      


      The
        value
        of a Member’s Rollover Account as of any Accounting Date shall be the aggregate
        of the portions of such Account invested in each Investment Fund as of that
        date.  The value of that portion of such Account invested in an
        Investment Fund shall be the sum of:

      


      (a)           the
        value of such portion as of the last preceding Accounting Date, plus or
        minus

      


      (b)           all
        changes in the value of the Investment Fund since the last preceding Accounting
        Date allocable thereto pursuant to Section 8.01, plus

      


      (c)           the
        amount of transfer, if any, into such portion since the last preceding
        Accounting Date pursuant to Section 5.03(a), minus

      


      (d)           any
        distributions from, and transfers out of, such portion since the preceding
        Accounting Date.

      


      Section
        8.06.  Valuation
        of Uncashed Check
        Account.

      


      The
        value
        of the Uncashed Check Account as of any Accounting Date shall be the aggregate
        of the portions of such Account invested in each Investment Fund as of that
        date.  The value of that portion of such Account invested in an
        Investment Fund shall be the sum of:


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      


      (a)           the
        value of such portion as of the last preceding Accounting Date, plus or
        minus

      


      (b)           all
        changes in the value of the Investment Fund since the last preceding Accounting
        Date allocable thereto pursuant to Section 8.01, plus

      


      (c)           the
        amount, if any, transferred into such portion pursuant to Section 9.06(d)
        since
        the last preceding Accounting Date, minus

      


      (d)           any
        distributions from, and transfers out of, such portion since the last preceding
        Accounting Date.

      


      Section
        8.07.  Valuation
        of Loan
        Accounts.

      


      The
        value
        of a Member’s Loan Account as of any Accounting Date shall be the amount of the
        outstanding principal and accrued interest on the loan held therein plus
        the
        amount of any cash held therein as of an Accounting Date.

      


      Section
        8.08.  Statement
        to
        Members.

      


      Within
        two hundred ten (210) days after the last Accounting Date of each Plan Year,
        the
        Committee shall mail or deliver to each Member a statement of the value of
        his
        Accounts and his Loan Account, if any, as of such Accounting Date.

      


      Section
        8.09.  Unallocated
        Forfeitures
        Account

      


      The
        value
        of the Unallocated Forfeitures Account shall be determined as provided in
        Section 8.02 applied as if the addition to the Unallocated Forfeitures Account
        was a Company Contributions Account.


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      ARTICLE
        IX

      


      DETERMINATION
        OF BENEFITS

      


      Section
        9.01.  Retirement.

      


      Upon
        a
        Member’s Retirement on or after his Normal Retirement Date, he shall become
        entitled, at the time specified in Article X, to a distribution of his Accounts
        and his Loan Account, if any, valued as of the Accounting Date specified
        in
        Section 10.01.

      


      Section
        9.02.  Disability.

      


      Upon
        a
        Member’s Retirement on account of his Permanent Disability, the Member shall
        become entitled, at the time specified in Article X, to a distribution of
        his
        Accounts and his Loan Account, if any, valued as of the Accounting Date
        applicable under Section 10.02.

      


      Section
        9.03.  Death.

      


      Upon
        a
        Member’s death, his Eligible Spouse or, if there is no Eligible Spouse or the
        Eligible Spouse consents in the manner required under Section 2.04(a) to
        the
        designation of a Beneficiary, that Beneficiary shall become entitled, at
        the
        time specified in Article X, to a distribution of the then balance of such
        Member’s Accounts and his Loan Account, if any, valued as of the Accounting Date
        applicable under Section 10.03; provided, however, that if a valuation date
        was
        already fixed for payment pursuant to Article X due to the Member’s Retirement
        or Permanent Disability, that date shall be used.

      


      Section
        9.04.  Vesting.

      


      (a)           Any
        Member who is employed by an Employer or an Affiliate on or after September
        1,
        2007 shall be fully vested in his Company Contributions Account.

      


      (b)           Any
        Member who is not employed by an Employer or an Affiliate on or after September
        1, 2007 and who had Company Contributions credited to his Account as of December
        31, 1988 shall at all times be fully (100%) vested in the balance in his
        Accounts.  Effective for Plan Years beginning after December 31, 1988,
        any individual who became a Member after that date and who is not employed
        by an
        Employer or an Affiliate on or after September 1, 2007 shall be fully (100%)
        vested in the balance in his Accounts if, prior to his Separation from Service,
        he completed three (3) Years of Service calculated from the Member’s Employment
        Commencement Date or reached his Normal Retirement Date prior to his Separation
        from Service.  A Member shall be at all times fully (100%) vested in
        the balance in his Member Contributions Account, if any, his Member Salary
        Deferral Account, if any, his Rollover Account, if any, and his Loan Account,
        if
        any.

      


      (c)           Notwithstanding
        any other provision to the contrary, each Member who was a participant in
        the
        SCB Savings or Cash Option Plan for Employees prior to December 31, 2003
        shall
        be fully vested in his Account.


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      Section
        9.05.  Other
        Separation From
        Service.

      


      In
        the
        event of a Member’s Separation from Service other than by reason of death,
        Retirement or Permanent Disability, he shall be entitled to a distribution
        of
        the entire balance in his Member Contributions Account, if any, his Member
        Salary Deferral Account, if any, his Loan Account, if any, his Rollover Account,
        if any, and the vested balance in his Company Contributions Account, if any,
        determined as of the Accounting Date applicable under Section
        10.04.  Such distributions shall be made in the manner and at the time
        provided in Article X.  The unvested portion of the Member’s Company
        Contributions Account shall be forfeited upon the Accounting Date coincident
        with or immediately following the Member’s Separation from Service.

      


      Section
        9.06.  Forfeitures.

      


      (a)           A
        Member who separates from service prior to the full vesting of his entire
        Company Contributions Account, shall forfeit the unvested balance in that
        Account upon the Accounting Date coincident with or immediately following
        the
        Member’s Separation from Service.  If the Member subsequently
        recommences employment prior to incurring five (5) consecutive Breaks in
        Service, he shall be recredited with the forfeited amounts upon recommencement
        of employment, provided that he repays any distribution made to him
        hereunder.

      


      (b)           Any
        amount held in an Unallocated Forfeiture Account may be applied to reduce
        the
        Company Contribution to be made to the Trust or to pay administrative expenses
        of the Plan, at the election of the Committee in its sole
        discretion.  Any Company Contributions made to the Plan in error and
        any other excess amounts received by the Plan in error may be held in a
        subaccount under the Unallocated Forfeiture Account until applied in accordance
        with the foregoing.

      


      (c)           Effective
        January 1, 1995, amounts credited to the “unallocated forfeitures account” (as
        defined under the ECMC Plan) under the ECMC Plan shall be transferred to
        the
        Unallocated Forfeitures Account.

      


      (d)           Effective
        on and after September 1, 2007, in the event that any portion of a distribution
        payable to a Member hereunder shall be unclaimed for a period designated
        by the
        Committee, such amount shall be allocated to the Uncashed Check Account,
        and if
        the amount remains unclaimed from such account at the expiration of a period
        determined by the Committee, the amount so distributable shall be held in
        an
        Unallocated Forfeiture Account until applied in accordance with the
        foregoing.  In the event the Member is located subsequent to his
        benefit being forfeited, such benefit shall be restored.  The
        Committee will establish and adopt related rules, regulations and/or
        administrative guidelines designed to facilitate the administration of unclaimed
        checks, including the institution of any procedures intended to ascertain
        the
        whereabouts of a missing Member, and may cease to implement the procedure
        set
        forth in this paragraph and any other related rules, regulations and/or
        administrative guidelines in its discretion at any time.


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      


      ARTICLE
        X

      


      TIME
        AND MANNER OF PAYMENT OF BENEFITS

      


      Section
        10.01.  Retirement
        Benefits.

      


      Retirement
        benefits, determined pursuant to Section 9.01, shall be paid in a single
        cash
        sum, valued as of the Accounting Date immediately preceding the
        payment.

      


      A
        Member
        who wishes to commence the distribution of his Retirement benefits shall
        notify
        the Committee of such intent no sooner than thirty (30) days following the
        Member’s Separation from Service.  Such distribution shall be made to
        the Member on or as soon as administratively feasible following the benefit
        starting date selected by the Member as provided below.  The Member
        may only select a benefit starting date which may not be more than ninety
        (90)
        days after such election and, except as provided below, may not be less than
        thirty (30) days after such election.  Except as provided in the next
        sentence, the Committee shall provide the Member with a notice as to his
        or her
        rights and benefits under the Plan not more than ninety (90) days or less
        than
        thirty (30) days prior to the Member’s Accounting
        Date.  Notwithstanding the foregoing, a Member may elect a benefit
        starting date earlier than thirty (30) days after receiving such notice from
        the
        Company, provided that:

      


      (1)           the
        Committee clearly informs the Member that the Member has a right to a period
        of
        at least thirty (30) days after receiving the notice to consider the decision
        of
        whether or not to elect a distribution; and

      


      (2)           the
        Member, after receiving the notice, affirmatively elects a
        distribution.

      


      Section
        10.02.  Disability
        Benefits.

      


      Disability
        benefits, determined pursuant to Section 9.02 shall be paid or commence to
        be
        paid at the time and in the manner provided in Section 10.01 (substituting
        Permanent Disability for Retirement).

      


      Section
        10.03.  Death
        Benefits.

      


      Death
        benefits, determined pursuant to Section 9.03, shall be paid to the Member’s
        Beneficiary in a single cash sum as soon as reasonably practicable after
        the
        Member’s death.  A Member’s Beneficiary who wishes to commence the
        distribution of such benefits shall notify the Committee of such intent no
        sooner than thirty (30) days following the Member’s death.

      


      Section
        10.04.  Termination
        Benefits.

      


      The
        benefits payable to a Member upon his Separation from Service, determined
        pursuant to Section 9.05, shall, subject to Section 10.09, be paid or commence
        to be paid at the time and in the manner provided in Section 10.01 (substituting
        Separation from Service for Retirement).


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      


      Section
        10.05.  Direct
        Rollover
        Distributions.

      


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

      


      (b)           Upon
        receiving instructions from a Beneficiary who is the Member’s Eligible Spouse or
        an alternate payee under a “qualified domestic relations order” as defined in
        Code Section 414(p), in either case who is eligible to receive a distribution
        pursuant to the  provisions of Article VII that constitutes an
“eligible rollover distribution” as defined in Code Section 402(c)(4), to
        transfer all or any part of such distribution to a plan that constitutes
        an
“eligible retirement plan” under Code Section 402(a)(5) with respect to that
        distribution, the Committee shall cause the portion of the distribution which
        such Eligible Spouse or alternate payee has elected to so transfer to the
        eligible retirement plan so designated.

      


      (c)           The
        Committee may accomplish the direct transfer described in subsection (a)
        or (b),
        as applicable, by delivering a check to the Member, Eligible Spouse or alternate
        payee (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 Committee may in its discretion determine.  The
        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.

      


      Section
        10.06.  Latest
        Commencement of
        Benefits.

      


      Notwithstanding
        other provision of the Plan to the contrary, a Member shall be eligible to
        receive payment, or to commence payment, under the Plan of his benefits no
        later
        than sixty (60) days after the end of the Plan Year in which the latest of
        the
        following occurs:

      


      (a)           the
        Member’s attainment of age his Normal Retirement Date;

      


      (b)           The
        tenth (10th) anniversary of the year in which the Member began participation
        in
        the Plan; or

      


      (c)           The
        Member’s Separation from Service.


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      


      Section
        10.07.  Indirect
        Payment of
        Benefits.

      


      If
        any
        Member or Beneficiary is, in the judgment of the Committee, legally, physically
        or mentally incapable of personally receiving and receipting for any payment
        due
        hereunder, payment may be made to the guardian or other legal representative
        of
        such Member or Beneficiary or, if none, to any other person or institution,
        which, in the opinion of the Committee, is then maintaining or has custody
        of
        such Member or Beneficiary.  Such payment shall constitute a full
        discharge with respect to the obligations hereunder.

      


      Section
        10.08.  Limitations
        on
        Distributions.

      


      Notwithstanding
        anything to the contrary contained in this Plan:

      


      (a)           The
        entire interest of each Member must either:

      


      (1)           be
        paid to him not later than the Required Beginning Date; or

      


      (2)           commence
        to be paid to him by not later than the Required Beginning Date
        and  paid, in accordance with regulations prescribed by the Secretary
        of the Treasury, over a period not extending beyond the life expectancy of
        the
        Member or the joint and last survivor life expectancy of the Member and his
        Designated Beneficiary; provided, however, that if the distribution of a
        Member’s Account balances has commenced in accordance with this Paragraph (2),
        any portion remaining to be distributed at the Member’s death shall continue to
        be distributed at least as rapidly as under the method of distribution in
        effect
        as of such Member’s death.

      


      (b)           If
        a Member dies prior to the commencement of distributions to him in accordance
        with Paragraph (a)(2), the entire interest of the Member shall be
        distributed:

      


      (1)           not
        later than December 31 of the calendar year which contains the
        fifth  anniversary of the Member’s death; or

      


      (2)           where
        distribution is to be made to the Member’s Designated Beneficiary,
        commencing

      


      (A)           on
        or before December 31 of the calendar year immediately following the calendar
        year in which the Member died; or

      


      (B)           if
        the Designated Beneficiary is the Member’s surviving Spouse, no later than the
        later of the date described in Paragraph (A), above or December 31 of the
        calendar year in which such Member would have attained age seventy and one-half
        (70-1/2), and payable, in accordance with regulations prescribed by the
        Secretary of the Treasury, over a period not extending beyond the life
        expectancy of such Designated Beneficiary.

      


      (c)           For
        purposes of Paragraphs (a)(2) and (b)(2), prior to the Required Beginning
        Date,
        the Member (or his spouse, if the spouse is the Member’s Beneficiary) may make
        an irrevocable election to have the Member’s (and/or his spouse’s) life
        expectancy recalculated not more frequently than annually.  If no such
        election is made prior to the Member’s Required Beginning Date, the Member’s
        (and/or his spouse’s) life expectancy shall automatically be recalculated
        annually.


      
        
          
          

        

        
          38

          
            

          

        

        
          
          

        

      


      (d)           Under
        regulations prescribed by the Secretary of the Treasury, any amount paid
        to a
        Member’s child shall be treated as if it had been paid to such Member’s
        surviving spouse if such amount will become payable to such spouse upon the
        child reaching maturity or such other designated event which may be permitted
        under such regulations.

      


      (e)           For
        purposes of this Section 10.08, the term “Designated Beneficiary” shall mean a
        Member’s surviving spouse or an individual designated by the Member pursuant to
        Section 2.04.

      


      (f)           Notwithstanding
        any provision of this Plan to the contrary, the provisions of this Section
        10.08
        shall be construed in a manner that complies with Code Section 401(a)(9)
        and,
        with respect to distributions made on or after January 1, 2001, the Plan
        will
        apply the minimum distribution requirements of Code Section 401(a)(9) in
        accordance with the Treasury Regulations thereunder that were proposed in
        January 2001, the provisions of which are hereby incorporated by
        reference.  This Subsection (f) shall continue in effect until the end
        of the last calendar year beginning before the effective date of the final
        regulations under Code Section 401(a)(9) or such other date as may be specified
        in guidance published by the Internal Revenue Service.

      


      (g)           Effective
        as of January 1, 2003, notwithstanding anything to the contrary contained
        in
        this Plan, distributions shall be made in a manner that complies with Code
        Section 401(a)(9) and Appendix A attached hereto.

      


      (h)           Each
        Member who (i) attained age 70-1⁄2 before January 1, 1999, (ii) commenced
        distributions pursuant to Code Section 401(a)(9) and (iii) is an Employee
        of the
        Employer on January 1, 2004, may make an irrevocable affirmative election,
        subject to the terms of any applicable “qualified domestic relations order” as
        defined in Section 414(p) of the Code, to cease receiving such distributions
        at
        any time prior to the Member’s Separation from Service.

      


      Section
        10.09.  Consent
        to
        Distributions.

      


      No
        amount
        shall be distributed to a Member pursuant to Section 10.01, 10.02 or 10.04
        without his written consent, unless the amount to be distributed to the Member
        is not in excess of $1,000 ($5,000 prior to March 28, 2005).  In the
        event a Member’s consent to a distribution is required pursuant to this Section
        10.09, such distribution shall be made or commence to be made as soon as
        reasonably practicable after the Accounting Date coincident with or next
        following the date on which such consent is received by the
        Committee.

      


      Section
        10.10.  Pre-Retirement
        Distribution.

      


      (a)           On
        or after a Member’s attainment at age 59-1⁄2, the Committee, at the election of
        the Member, shall direct the Trustees to make an in-service distribution
        of any
        portion of the vested balance of the Member’s Account.


      
        
          
          

        

        
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      (b)           Effective
        on and after September 1, 2007, each Member may elect to withdraw all or
        a
        portion of his Member Contributions Account and the actual earnings thereon
        at
        any time.  Prior to such date, only a Member who was a participant in
        the SCB Savings or Cash Option Plan for Employees could elect to withdraw
        his
        Member Contributions Account and the actual earnings thereon.

      


      (c)           In
        the event that the Committee makes a distribution pursuant to this Section
        10.10
        the Member shall continue to be eligible to participate in the Plan on the
        same
        basis as any other Employee.  Any distribution made pursuant to this
        Section 10.10 shall be made in a manner consistent with other applicable
        provisions of this Article X, including, but not limited to, all notice and
        consent requirements of Code Section 411(a)(11) and the Regulations
        thereunder.

      


      Section
        10.11.  Partial
        Withdrawals.

      


      Effective
        on and after September 1, 2007, a Member who has a Separation from Service
        but
        who has not otherwise been paid the balance of his Account pursuant to this
        Article X may at any time request a partial distribution of his Account in
        a
        minimum amount equal to $1,000 (or the Account balance, if less than
        $1,000).


      
        
          
          

        

        
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      ARTICLE
        XI

      


      ADMINISTRATION
        OF THE PLAN

      


      Section
        11.01.  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.

      


      Section
        11.02.  Investment
        Committee.

      


      There
        is
        hereby created an Investment Committee for the Plan.

      


      Section
        11.03.  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.

      


      Section
        11.04.  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:

      


      (1)           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;

      


      (2)           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;

      


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


      
        
          
          

        

        
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      (4)           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

      


      (5)           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.

      


      Section
        11.05.  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.

      


      Section
        11.06.  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.

      


      Section
        11.07.  Fiduciaries.

      


      Any
        person or group of persons may serve in more than one fiduciary capacity
        with
        respect to the Plan.  The Company is the Named Fiduciary under the
        Plan.  The Named Fiduciary and any fiduciary designated by the Named
        Fiduciary to whom such power is granted by the 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.


      
        
          
          

        

        
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      Section
        11.08.  Plan
        Administrator.

      


      The
        Company shall be the administrator of the Plan, as defined in Section 3(16)(A)
        of the Act, 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.

      


      Section
        11.09.  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.

      


      Section
        11.10.  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 benefit to conform to
        the Participant’s actual age and offset future monthly payments to recoup any
        overpayments caused by the Participant’s misrepresentation.

      


      Section
        11.11.  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.

      


      Section
        11.12.  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.


      
        
          
          

        

        
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      Section
        11.13.  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.

      


      Section
        11.14.  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.

      


      Section
        11.15.  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.

      


      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.


      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      


      


      


      Section
        11.16.  Claim
        and Appeal
        Procedure.

      


      (a)           Initial
        Claim.

      


      (1)  Any
        claim by an Employee, Member 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 (or its
        designee) for such purpose. The Committee (or its designee) 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.

      


      (2)  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.


      
        
          
          

        

        
          45

          
            

          

        

        
          
          

        

      


      (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.

      


      (3)  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.

      


      (4)  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;

      


      (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;


      
        
          
          

        

        
          46

          
            

          

        

        
          
          

        

      


      (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(a)
        of the Act following an adverse determination on review.

      


      (b)           Claim
        Denial Review.

      


      (1)  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.

      


      (2)  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.

      


      (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.

      


      (3)           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.


      
        
          
          

        

        
          47

          
            

          

        

        
          
          

        

      


      (4)           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.  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.

      


      (5)  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(a)
        of the Act.

      


      (6)  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.

      


      (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.


      
        
          
          

        

        
          48

          
            

          

        

        
          
          

        

      


      (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

      


      
        	
                 

              	
                Section
                  11.17.

              	
                Elections
                  by Former Employees of Equitable Capital Management
                  Corporation.

              


      

      


       Any
        designation or election by a Member or the beneficiary of a Member who had
        an
        account balance under the ECMC Plan on December 31, 1994, including, without
        limitation, a designation of one or more beneficiaries, investment elections
        or
        an election to receive a distribution that was in effect under the ECMC Plan
        as
        of that date for the corresponding purpose under this Plan shall continue
        to be
        effective under this Plan, as if made in respect of this Plan, until otherwise
        changed in accordance with the terms of this Plan or any rules or procedures
        established by the Committee.


      
        
          
          

        

        
          49

          
            

          

        

        
          
          

        

      


      ARTICLE
        XII

      


      THE
        TRUST FUND

      


      
        	
                 

              	
                Section
                  12.01.

              	
                The
                  Trust Agreement.

              


      

      


       The
        Company shall enter into a Trust Agreement for the establishment of the Trust
        with one or more individuals or with a bank or trust company organized and
        doing
        business under the laws of the United States or of any state and authorized
        under the laws of its jurisdiction of incorporation to exercise corporate
        trust
        powers.  The Trust Agreement shall be deemed to form a part of the
        Plan, and all rights which may accrue to any Person under the Plan shall
        be
        subject to the terms of the Trust Agreement.

      


      
        	
                 

              	
                Section
                  12.02.

              	
                Trustee’s
                  Power and Duties.

              


      

      


       The
        Trustee shall manage and control the Trust Fund in accordance with the terms
        of
        the Trust Agreement.

      


      
        	
                 

              	
                Section
                  12.03.

              	
                Use
                  of Trust Fund.

              


      

      


       The
        Trust Fund shall be used to provide the benefits and pay the expenses of
        this
        Plan and of the Trustee, and no part of the corpus or income shall be used
        for
        or diverted to purposes other than for the exclusive benefit of Members and
        their Beneficiaries under this Plan and the payment of expenses of the Plan
        and
        Trust.  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 Section 408(b)(8) of the Act 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.

      


      
        	
                 

              	
                Section
                  12.04.

              	
                Payment
                  of Expenses.

              


      

      


       All
        administrative and other expenses of the Plan and Trust shall be paid out
        of the
        Trust Fund unless paid by the Company.  Taxes related to the unrelated
        business taxable income of the Trust that are paid out of the Trust Fund,
        shall
        be paid from and charged solely to the Account or Accounts involved, either
        on a
        specific or proportionate basis, as determined by the
        Committee.


      
        
          
          

        

        
          50

          
            

          

        

        
          
          

        

      


      ARTICLE
        XIII

      


      CERTAIN
        RIGHTS AND OBLIGATIONS OF THE COMPANY

      


      
        	
                 

              	
                Section
                  13.01.

              	
                Disclaimer
                  of Liability.

              


      

      


       (a)           Although
        it is the intention of the Company to continue this Plan and to make substantial
        and regular contributions each year, nothing contained in this Plan or the
        Trust
        Agreement shall be deemed to require the Company to make any contributions
        whatsoever under this Plan or to continue the Plan.

      


       (b)           Nothing
        in this Plan shall be construed as the assumption by the Company of the
        obligation for any payment of any benefits or claims hereunder, and Members
        and
        their Beneficiaries, and all persons claiming under or through them, shall
        have
        recourse only to the Trust Fund for payment of any benefit
        hereunder.

      


       (c)           The
        rights of the Members, their Beneficiaries and all other persons are hereby
        expressly limited to those stated in, and shall be construed only in accordance
        with, the Provisions of the Plan.

      


      
        	
                 

              	
                Section
                  13.02.

              	
                Termination.

              


      

      


       The
        Company reserves the right in its sole discretion to terminate this Plan
        at any
        time.  A “termination” shall be deemed to take place if the Company
        terminates the Plan, partially terminates it (within the meaning of Code
        Section
        411(d)(3)(A)) or completely discontinues contributions under this
        Plan.  (For this purpose a suspension of contributions which is merely
        temporary shall not be deemed a complete discontinuance.) In the event of
        a
        termination, the Company may direct the Trustee to continue to maintain the
        Trust, and the assets thereof shall be applied at the continued direction
        of the
        Committee in accordance with this Plan.  Upon termination of the
        Trust, distribution to each Member shall be made as soon as practicable
        thereafter in one of the manners described in Section 10.01.  Until
        fully distributed, Members’ accounts shall be revalued from time to time in
        accordance with Section 8.01.  Upon termination or partial termination
        of the Plan, the rights of all affected Members to the amounts credited to
        their
        Accounts to the date of such termination shall become
        non-forfeitable.

      


      
        	
                 

              	
                Section
                  13.03.

              	
                Employer-Employee
                  Relationship.

              


      

      


       The
        adoption of this Plan shall in no way be construed as conferring any legal
        or
        other rights upon any Employee or any Person with respect to continuation
        of
        employment, nor shall it in any way interfere with the right of an Employer
        to
        discharge any Employee or otherwise act with respect to him.  Any
        Employer may take any action (including discharge) with respect to any Employee
        or other Person without regard to the effect which such action might have
        upon
        his rights as a Member of this Plan.


      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                Section
                  13.04.

              	
                Merger,
                  Etc.

              


      

      


       (a)           The
        merger or consolidation of an Employer with or into another company or the
        acquisition of its assets by any other Person shall not of itself cause the
        termination of this Plan or be deemed a termination of employment as to any
        Employee, nor shall anything in this Plan prevent the consolidation or merger
        of
        any Employer with or into any corporation or prevent the sale by any Employer
        of
        any of its assets.  The merger of this Plan with another retirement
        plan shall not of itself cause the termination of this Plan.

      


       (b)           In
        the event of the dissolution, merger, consolidation or reorganization of
        the
        Company, provision may be made by which the Plan and Trust will be continued
        by  the successor; and in such event such successor shall
        be  substituted for the Company under the
        Plan.  The  substitution of the successor shall constitute
        an assumption of Plan liabilities by the successor, and the
        successor  shall have all of the powers, duties and responsibilities
        of the Company under the Plan.

      


       (c)           In
        the event of any merger or consolidation of  the Plan with, or
        transfer in whole or in part of the assets and liabilities of the Trust Fund
        to,
        another trust fund held under any other plan of deferred compensation maintained
        or to be established for the benefit of all or some of the Members of this
        Plan,
        the assets of the Trust Fund applicable to such members shall be transferred
        to
        such other trust fund only if:

      


      (1)           the
        values of the Accounts and the vested percentage of the Company Contributions
        Account of each Member, immediately after the merger, consolidation or transfer,
        shall be equal to or greater than such values and percentage immediately
        before
        the merger, consolidation or transfer;

      


      (2)           resolutions
        of the general partner referred to in Section 1.09 and of the governing body
        any
        new or successor employer of the affected Members shall authorize such transfer
        of assets; and, in the case of the new or successor employer of the affected
        Members, its resolutions shall include an assumption of liabilities with
        respect
        to such Members’ inclusion in the new employer’s plan; and

      


      (3)           such
        other plan and trust are qualified under Code Sections 401(a) and
        501(a).

      


      
        	
                 

              	
                Section
                  13.05.

              	
                Determination
                  Final.

              


      

      


       Any
        determinations made hereunder shall be made in a manner consistent with the
        Company’s accounting practices and shall be final and conclusive for all
        purposes, notwithstanding any late adjustments in the tax returns of the
        Company.


      
        
          
          

        

        
          52

          
            

          

        

        
          
          

        

      


      ARTICLE
        XIV

      


      NON-ALIENATION
        OF BENEFITS

      


      
        	
                 

              	
                Section
                  14.01.

              	
                Provisions
                  with Respect to Assignment and
                  Levy.

              


      

      


       Except
        as may be required under the terms of a “qualified domestic relations order” as
        defined in Code Section 414(p), no benefit under this Plan shall be subject
        in
        any manner to anticipation, alienation, sale, transfer, assignment, pledge,
        encumbrance, garnishment, attachment, levy or charge and any attempt to so
        anticipate, alienate, sell, transfer, assign, pledge, encumber, garnish,
        attach,
        levy upon or charge the same shall be void; nor shall any benefit be in any
        manner liable for or subject to the debts or other liabilities of the Person
        entitled thereto.

      


      
        	
                 

              	
                Section
                  14.02.

              	
                Alternate
                  Application.

              


      

      


       If
        any Member or Beneficiary under this Plan becomes bankrupt or attempts to
        anticipate, alienate, sell, transfer, assign, pledge, encumber or charge
        any
        benefit under this Plan, except as specifically provided herein, or if any
        benefit shall be garnished, attached or levied upon other than pursuant to
        a
        qualified domestic relations order as defined in Code Section 414(p), then
        such
        benefits shall, in the discretion of the Committee, cease, and the Committee
        may
        hold or apply the same or any part thereof to or for the benefit of such
        Member
        or Beneficiary, his spouse, children or other dependents or any of them in
        such
        manner and in such proportion as the Committee may deem proper.

      


      
        	
                 

              	
                Section
                  14.03.

              	
                Exceptions.

              


      

      


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


      
        
          
          

        

        
          53

          
            

          

        

        
          
          

        

      


      ARTICLE
        XV

      


      AMENDMENTS

      


      
        	
                 

              	
                Section
                  15.01.

              	
                Company’s
                  Rights.

              


      

      


       (a)           The
        Company reserves the right, at any time and from time to time, by action
        of the
        Board, to modify or amend in whole or in part any or all of the provisions
        of
        this Plan; provided, however, that no such modification or amendment may
        (i)
        result in a retroactive reduction in the then value of any Member’s Account or
        Loan Account; or (ii) except to the extent as may be provided in regulations
        promulgated by the Secretary of the Treasury, have the effect of eliminating
        an
        optional form of benefit. Notwithstanding anything in this Plan to the contrary,
        the Board, in its sole discretion, may make any modifications, amendments,
        additions or deletions in this Plan, as to benefits or otherwise and
        retroactively or prospectively and regardless of the effect on the rights
        of any
        particular Members, which it deems appropriate in order to bring this Plan
        into
        conformity with or to satisfy any conditions of the Act and in order to continue
        or maintain the qualification of the Plan and Trust under Code Section 401(a)
        and to have the Trust declared exempt and maintained exempt from taxation
        under
        Code Section 501(a).

      


       (b)           No
        amendment may change the vesting schedule under Section 9.04, either directly
        or
        indirectly, unless each Member having not less than three Years of Service
        is
        permitted to elect, within a reasonable period specified by the Committee
        after
        the adoption of such amendment, to have his or her vested percentage computed
        without regard to such amendment.  The period during which the
        election may be made shall commence with the date the amendment is adopted
        and
        shall end as of the later of:

      


      (i)           sixty
        days after the amendment is adopted;

       

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

      


       
        (iii)           sixty
        days after the Member is issued written notice by the Committee.

      


      
        	
                 

              	
                Section
                  15.02.

              	
                Provision
                  Against Diversion.

              


      

      


       No
        part of the assets of the Trust Fund shall, by reason of any modification
        or
        amendment or otherwise, be used for, or diverted to, purposes other than
        for the
        exclusive benefit of Members or their Beneficiaries under this Plan and the
        payment of the administrative expenses of this Plan.


      
        
          
          

        

        
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      ARTICLE
        XVI

      


      LIMITATIONS
        ON BENEFITS AND CONTRIBUTIONS

      


       Section
        16.01.  The limitations
        of Code Section
        415 applicable to “defined contribution plans” as defined in Code Section 414(i)
        are hereby incorporated by reference in this Plan; provided, however, that
        where
        the Code so provides, contribution limitations in effect under prior law
        shall
        be applicable to account balances accrued as of the last effective day of
        such
        prior law.

      


       Section
        16.02.

      


       (a)           Other
        than as provided in Subsection (b), if, with respect to any Plan Year before
        1992, contributions to a Member’s Account must be reduced to conform to the
        limitations on “annual additions” as explained and defined in Code Sections
        415(c) (1) and 415(c) (2), Members’ Salary Deferrals made pursuant to Section
        5.01, and any allocable earnings thereon, shall be distributed to the Member
        on
        a timely basis; next, Company Contributions for the Plan Year made pursuant
        to
        Section 4.02 shall be reduced until the limitations are met or this category
        of
        contributions is exhausted, whichever first occurs; next, if such contributions
        were made for the Plan Year, Company Contributions made pursuant to Section
        4.01
        shall likewise be reduced; and last, Member Salary Deferrals made pursuant
        to
        Section 6.02(c), and allocable earnings thereon, shall be distributed to
        the
        affected Member on a timely basis.

      


       (b)           If,
        with respect to 1990 and any Plan Year after 1991, contributions to a Member’s
        Account must be reduced to conform to the limitations referred to in Subsection
        (a), the reduction shall be achieved first by the distribution to the affected
        Member on a timely basis of Member Salary Deferrals made pursuant to Section
        5.01, together with allocable earnings thereon, until the limitations are
        met or
        this category of contributions is exhausted, whichever first
        occurs.  Concurrent with the return of such Member Salary Deferrals,
        Company Contributions made pursuant to Section 4.02 attributable to such
        returned Member Salary Deferrals shall be reduced. Finally, if necessary,
        Company Contributions for the Plan Year made pursuant to Section 4.01 shall
        be
        reduced.

      


       Section
        16.03.  In
        the case of a Member who is, or has ever been, a participant in one or more
        “defined benefit plans” as defined in Code Section 414(j), maintained by an
        Employer or any predecessor of the Employer, if Contributions or benefits
        need
        to be reduced due to the application of Code Section 415(e), then benefits
        under
        the defined benefit plans shall be reduced with respect to that Member before
        any contributions credited to the Member under this Plan, or any other defined
        contribution plan maintained by the Employer, shall be
        reduced.  Notwithstanding the foregoing, the limitations of Code
        Section 415(e) shall cease to apply as of the first day of the first Plan
        Year
        beginning on or after January 1, 2000.


      
        
          
          

        

        
          55

          
            

          

        

        
          
          

        

      


      ARTICLE
        XVII

      


      TOP-HEAVY
        PLAN YEARS

      


      Section
        17.01.  For purposes
        of this Article
        XVII, 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 of a plan, the
        last day of that 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 an Employee as defined in Section 416(i)(1)  and the
        Regulations thereunder. For Plan Years beginning after December 31, 2001,
“Key
        Employee” means 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 Code Section 416(i)(1) 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.  As
        used in this definition, “annual compensation” means compensation within the
        meaning of Code Section 415(c)(3).  For Plan Years beginning before
        December 31, 2001, “Key Employee” means any Employee or former Employee (and the
        Beneficiaries of such Employee) who, at  any time during the
        determination period, was an officer of the Employer if such individual’s
        Top-Heavy Compensation exceeds 50% of the dollar limitation under Code Section
        415(b) (1) (A), an owner (or considered an owner under Code Section 318)
        of one
        of the ten largest interests in the Employer if such individual’s Top-Heavy
        Compensation exceeds 100% of such dollar limitation, a 5 percent owner of
        the
        Employer, or a 1 percent owner of  the Employer who has annual
        Top-Heavy Compensation of  more than $150,000.  The
        determination period is the Plan Year containing the Determination Date and
        the
        4 preceding Plan Years.

      


      (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
        Code
        Sections 401(a)(4) and 410.

      


      (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
        Code
        Sections 401(a)(4) or 410.

      


      (g)           “Top-Heavy
        Compensation” means the Employee’s compensation as defined in Code Section
        414(q)(7).  Top-Heavy Compensation shall include Deemed 125
        Compensation, as defined in Section 1.16 of the Plan.

      


      (h)           “Top-Heavy
        Ratio” means:

      


      (1)           If,
        in addition to this Plan, the Employer maintains one or more other defined
        contribution plans (including any simplified employee pension plan) and the
        Employer has not maintained any defined benefit plan which, during the 1-year
        period ending on the Determination Date, has or has had accrued benefits,
        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 account balances of all Key Employees as of the Determination
        Date
        (including any part of any account balance distributed in the 1-year period
        ending on the Determination Date), and the denominator of which is the sum
        of
        all account balances (including any part of any account balance distributed
        in
        the 1-year period ending on the Determination Date), both computed in accordance
        with Code Section 416 and the regulations thereunder. Both the numerator
        and
        denominator of the Top-Heavy Ratio are adjusted to reflect any contribution
        not
        actually made as of the Determination Date, but which is required to be taken
        into account on that date under Code Section 416 and the regulations
        thereunder.


      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      


      (2)           If,
        in addition to this Plan, the Employer maintains one or more defined
        contribution plans (including any simplified employee pension plan), and
        the
        Employer maintains or has maintained one or more defined benefit plans which,
        during the 5-year period ending on the Determination Date, has or has had
        any
        accrued benefits, the Top-Heavy Ratio for any Required or Permissive Aggregation
        Group, as appropriate, is a fraction, the numerator of which is the sum of
        account balances under the aggregated defined contribution plan or plans
        for all
        Key Employees, determined in accordance with (1) above, and the present value
        of
        accrued benefits under the aggregated defined benefit plan or plans for all
        Key
        Employees as of the Determination Date, and the denominator of which is the
        sum
        of the account balances under the aggregated defined contribution plan or
        plans
        for all participants, determined in accordance with (1) above, and the present
        value of accrued benefits under the defined benefit plan or plans for all
        participants as of the Determination Date, all determined in accordance with
        Code Section 416 and the regulations thereunder.  The accrued benefits
        under a defined benefit plan in both the numerator and denominator of the
        Top-Heavy Ratio are adjusted for any distribution of an accrued benefit 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 Code Section 416 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 Code Section 416 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.


      
        
          
          

        

        
          57

          
            

          

        

        
          
          

        

      


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

      


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

      


      Top-Heavy
        Compensation shall include Deemed 125 Compensation, as defined in Section
        1.16
        of the Plan.

      


      Section
        17.02.  If
        the Plan is or becomes top-heavy in any Plan Year, the provisions of Section
        17.04 will automatically supersede any conflicting provision of the
        Plan.

      


      Section
        17.03.  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 this Plan exceeds 60 percent and this Plan is not
        part
        of any Required Aggregation Group or Permissive Aggregation Group
        of  plans.

      


      (b)           If
        this 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
        this 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.

      


      Section
        17.04.

      


      (a)           Except
        as provided in subsection (b), the amount of the Company contribution made
        on
        behalf of each Member who is not a Key Employee for any Plan Year for which
        the
        Plan is a Top-Heavy Plan shall be at least equal to the lesser of:

      


      (1)           three
        percent (3%) of such Member’s Top-Heavy Compensation less any amount contributed
        on behalf of the Member under any other defined contribution plan maintained
        by
        an Employer or an Affiliate; or

      


      (2)           the
        percentage of Top-Heavy Compensation represented by the Company Contributions
        and Member Salary Deferrals made on behalf of the Key Employee for whom such
        percentage is the highest for such Plan Year, determined by dividing the
        sum of
        the Company Contribution and Member Salary Deferrals made on behalf of each
        such
        Key Employee by so much of his Top-Heavy Compensation as does not exceed
        $200,000.


      
        
          
          

        

        
          58

          
            

          

        

        
          
          

        

      


      (3)           Where
        the inclusion of this Plan in a Permissive Aggregation Group or Required
        Aggregation Group pursuant to Section 17.01(e) or 17.01(f) enables a defined
        benefit plan described in Section 17.01(f) to meet the requirements of Code
        Sections 401(a)(4) or Section 410, the minimum contribution required under
        this
        Section 17.04 shall be the amount specified in Section
        17.04(a)(1).


      
        
          
          

        

        
          59

          
            

          

        

        
          
          

        

      


      ARTICLE
        XVIII

      


      MISCELLANEOUS

      


      Section
        18.01.  Binding
        on Heirs,
        Etc.

      


      This
        Plan
        shall extend to and be binding upon the heirs, executors, administrators,
        successors and assigns of the Members and their Beneficiaries and all successors
        to the Company by way of merger, consolidation, acquisition of assets or
        otherwise.

      


      Section
        18.02.  Governing
        Law.

      


      All
        questions pertaining to the validity, construction and administration of
        the
        Plan shall be determined in accordance with the laws of the State of New
        York,
        except to the extent that such laws have been superseded by the
        Act.

      


      Section
        18.03.  Separability.

      


      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,
        and
        the Plan shall be construed and enforced as if such illegal and invalid
        provisions had never been inserted herein.

      


      Section
        18.04.  Captions
        and
        Gender.

      


      The
        captions herein are for convenience of reference only and are not to be
        construed as part of the Plan.  As used herein, the masculine shall
        include the feminine and the neuter and vice versa, as the context
        requires.

      


      Section
        18.05.  Merger
        of
        SCOPE.

      


      Effective
        January 1, 2004, the SCB Savings or Cash Option Plan for Employees is merged
        into and with the Plan and the balances held in participants’ accounts under
        SCOPE shall be transferred into the corresponding accounts under the Plan
        to be
        maintained on behalf of such Members.  Unless otherwise provided
        herein, the benefits of each participant in the SCB Savings or Cash Option
        Plan
        for Employees who is not credited with an hour of service after December
        31,
        2003 shall be governed by the terms of such plan as of the date of the
        participant’s termination of employment.  Any election made under
        SCOPE by a participant shall be deemed to have been made under the Plan;
        provided that a salary deferral election made under SCOPE shall be applied
        under
        the Plan as if it were a salary deferral election made with respect to
        Compensation, as defined under 1.16 of the Plan, and shall be reduced, to
        the
        extent necessary to avoid exceeding the maximum limits on the amount that
        may be
        deferred pursuant to Section 5.01 by a Member.


      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      


      APPENDIX
        A

      


      REQUIRED
        DISTRIBUTION RULES

      


      Section
        1.  General.  Pursuant
        to Section 10.08 of the Plan, this Appendix A describes the required
        distribution rules for Members 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.  Any capitalized terms not otherwise defined in this Appendix A
        have the meaning given those terms in the Plan.  Notwithstanding any
        other provision of the Plan, distributions must be made in compliance with
        Treasury Regulations under Code Section 401(a)(9).

      


      Section
        2.  Required
        Distributions.  As of any Member’s Required Beginning Date,
        the Member must begin to receive distributions of his or her benefits under
        the
        Plan.

      


      Section
        3.  Single-Sum
        Distribution.  A Member may satisfy the requirements
        of this Appendix A by receiving a single lump-sum distribution on or before
        his
        or her Required Beginning Date.

      


      Section
        4.  Time
        and Manner of
        Distribution.

      


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

      


      (a)  If
        the Member’s surviving spouse is the Member’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 Member died, or
        by
        December 31 of the calendar year in which the Member would have attained
        age
        701⁄2, if later.

      


      (b)  If
        the Member’s surviving spouse is not the Member’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 Member
        died.

      


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

      


      (d)  If
        the Member’s surviving spouse is the Member’s sole designated beneficiary and
        the surviving spouse dies after the Member but before distributions to the
        surviving spouse begin, this Section 4.1, other than Section 4.1(a), will
        apply
        as if the surviving spouse were the Member.

      


      For
        purposes of this Section 4.1 and Section 6, unless Section 4.1(d) applies,
        distributions are considered to begin on the Member’s Required Beginning
        Date.  If Section 4.1(d) applies, distributions are considered to
        begin on the date distributions are required to begin to the surviving spouse
        under Section 4.1(a).


      
        
          
          

        

        
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      4.2.  Forms
        of Distribution.  Unless the Member’s interest is distributed in a
        single sum on or before the Required Beginning Date, as of the first
        Distribution Calendar Year distributions must be made no slower than required
        under Sections 5 and 6 of this Appendix A.

      


      Section
        5.  Required
        Minimum
        Distributions During Member’s Lifetime.

      


      5.1.  Amount
        of Required Minimum Distribution for Each Distribution Calendar
        Year.  During the Member’s lifetime, the minimum amount that will
        be distributed for each Distribution Calendar Year is the lesser
        of:

      


      (a)  the
        quotient obtained by dividing the Participant’s Account Balance by the
        distribution period in the Uniform Lifetime Table set forth in Section
        1.401(a)(9)-9 of the Treasury Regulations, using the Member’s age as of the
        Member’s birthday in the Distribution Calendar Year, or

      


      (b)  if
        the Member’s sole designated beneficiary for the Distribution Calendar Year is
        the Member’s spouse, the quotient obtained by dividing the Participant’s Account
        Balance by the number in the Joint and Last Survivor Table set forth in Section
        1.401(a)(9)-9 of the Treasury Regulations, using the Member’s and spouse’s
        attained ages as of the Member’s and spouse’s birthdays in the Distribution
        Calendar Year.

      


      5.2.  Lifetime
        Required Minimum Distributions Continue Through Year of Member’s
        Death.  Required minimum distributions will be determined under
        this Section 5 beginning with the first Distribution Calendar Year and up
        to and
        including the Distribution Calendar Year that includes the Member’s date of
        death.

      


      Section
        6.  Required
        Minimum
        Distributions After Member’s Death.

      


      6.1.  Death
        On or After Date Distributions Begin.

      


      (a)           Member
        Survived by Designated Beneficiary.  If the Member dies on or after
        the date distributions begin and there is a designated beneficiary, the minimum
        amount that will be distributed for each Distribution Calendar Year after
        the
        year of the Member’s death is the quotient obtained by dividing the
        Participant’s Account Balance by the longer of the remaining Life Expectancy of
        the Member or the remaining Life Expectancy of the Member’s designated
        beneficiary, determined as follows:

      


      (1)  The
        Member’s remaining Life Expectancy is calculated using the age of the Member in
        the year of death, reduced by one for each subsequent year.

      


      (2)  If
        the Member’s surviving spouse is the Member’s sole designated beneficiary, the
        remaining Life Expectancy of the surviving spouse is calculated for each
        Distribution Calendar Year after the year of the Member’s death using the
        surviving spouse’s age as of the spouse’s birthday in that year.  For
        Distribution Calendar Years after the year of the surviving spouse’s death, the
        remaining Life Expectancy of the surviving spouse is calculated using the
        age of
        the surviving spouse as of the spouse’s birthday in the calendar year of the
        spouses death, reduced by one for each subsequent calendar
        year.


      
        
          
          

        

        
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      (3)           If
        the Member’s surviving spouse is not the Member’s sole designated beneficiary,
        the designated beneficiary’s remaining Life Expectancy is calculated using the
        age of the beneficiary in the year following the year of the Member’s death,
        reduced by one for each subsequent year.

      


      (b)
        No
        Designated Beneficiary.  If the Member dies on or after the date
        distributions begin and there is no designated beneficiary as of September
        30 of
        the year after the year of the Member’s death, the minimum a mount that will be
        distributed for each Distribution Calendar Year after the year of the Member’s
        death is the quotient obtained by dividing the Participant’s Account Balance by
        the Member’s remaining Life Expectancy calculated using the age of the Member in
        the year of death, reduced by one for each subsequent year.

      


      6.2.  Death
        Before Date Distributions begin.

      


      (a)
        Member Survived by Designated Beneficiary.  If the Member dies before
        the date distributions begin and there is a designated beneficiary, the minimum
        amount that will be distributed for each Distribution Calendar Year after
        the
        year of the Member’s death is the quotient obtained by dividing the
        Participant’s Account Balance by the remaining Life Expectancy of the Member’s
        designated beneficiary, determined as provided in Section 6.1.

      


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

      


      (c)  Death
        of Surviving Spouse Before Distributions to Surviving Spouse Are Required
        to
        Begin.  If the Member dies before the date distributions begin, the
        Member’s surviving spouse is the Member’s sole designated beneficiary, and the
        surviving spouse dies before distributions are required to begin to the
        surviving spouse under Section 4.1(a), this Section 6.2 will apply as if
        the
        surviving spouse were the Member.

      


      6.3.  Election
        to Apply 5-Year Rule to Distributions to Designated
        Beneficiaries.  If the Member dies before distributions begin and
        there is a designated beneficiary, distribution to the designated beneficiary
        is
        not required to begin by the date specified in Section 4 of this Appendix,
        but
        the Member’s entire interest will be distributed to the designated beneficiary
        by December 31 of the calendar year containing the fifth anniversary of the
        Member’s death. If the Member’s surviving spouse is the Member’s sole designated
        beneficiary and the surviving spouse dies after the Member but before
        distributions to either the Member or the surviving spouse begin, this election
        will apply as if the surviving spouse were the Member.

      


      Section
        7.  Definitions.

      


      7.1.  Designated
        Beneficiary. The individual who is designated as the beneficiary under
        Section 2.04 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.


      
        
          
          

        

        
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      7.2.  Distribution
        Calendar Year.  A calendar year for which a minimum distribution
        is required.  For distributions beginning before the Member’s death,
        the first Distribution Calendar Year is the calendar year immediately preceding
        the calendar year which contains the Member’s Required Beginning
        Date.  For distributions beginning after the Member’s death, the first
        Distribution Calendar Year is the calendar year in which distributions are
        required to begin under Section 4.1.  The required minimum
        distribution for the Member’s first Distribution Calendar Year will be made on
        or before the Member’s Required Beginning Date.  The required minimum
        distribution for other Distribution Calendar Years, including the required
        minimum distribution for the Distribution Calendar Year in which the Member’s
        Required Beginning Date occurs, will be made on or before December 31 of
        that
        Distribution Calendar Year.

      


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

      


      7.4.  Member’s
        Account Balance.  The account balance as of the last valuation
        date in the calendar year immediately preceding the Distribution Calendar
        Year
        (valuation calendar year) increased by the amount of any contributions made
        and
        allocated or forfeitures allocated to the account balance as of dates in
        the
        valuation calendar year after the valuation date and decreased by distributions
        made in the valuation calendar year after the valuation date.  The
        account balance for the valuation calendar year includes any amounts rolled
        over
        or transferred to the plan either in the valuation calendar year or in the
        Distribution Calendar Year if distributed or transferred in the valuation
        calendar year.

      


      7.5.  Required
        Beginning Date.  The date specified in Section 1.40 of the
        Plan.

      


      Section
        8.  Under
        regulations prescribed by the Secretary of the Treasury, any amount paid
        to a
        Member’s child shall be treated as if it had been paid to such Member’s
        surviving spouse if such amount will become payable to such spouse upon the
        child reaching maturity or such other designated event which may be permitted
        under such regulations.

      


      Section
        9.  TEFRA
        Section 242(b)(2) Elections. Notwithstanding the other provisions of
        this Appendix A, other than the last sentence of Section 1 of this Appendix
        A,
        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 the provisions of the plan that relate to Section 242(b)(2)
        of
        TEFRA.

      


      Section
        10.  This
        Appendix is not intended to defer the timing of 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.


      
        
          
          

        

        
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      APPENDIX
        B

      


      COMMON
        OR
        COLLECTIVE TRUST FUNDS OR

      


      POOLED
        INVESTMENT FUNDS

      


      


      


      AllianceBernstein
        Wealth Appreciation Strategy Collective Trust

      AllianceBernstein
        Balanced Wealth Strategy Collective Trust

      AllianceBernstein
        Wealth Preservation Strategy Collective Trust

      AllianceBernstein
        US Short Duration Plus Collective Trust

      AllianceBernstein
        US Strategic Core-Plus Fixed Income Collective Trust

      AllianceBernstein
        US Style Blend Collective Trust

      AllianceBernstein
        International Style Blend Collective Trust

      AllianceBernstein
        Global All Country Blend Collective Trust

      Bernstein
        Global Real Estate Securities Collective Trust

      AllianceBernstein
        Customized Retirement Strategies

       

      
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