Exhibit 4.1


Exhibit 4


SANOFI-AVENTIS HOURLY EMPLOYEES’ SAVINGS PLAN


SANOFI - SYNTHELABO INC.

HOURLY EMPLOYEES’ SAVINGS PLAN (DES PLAINES)


Amended and Restated
effective August 1, 1998











TABLE
OF CONTENTS


	
  Article 1

  	
   

  	
  Statement of Purpose

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 2

  	
   

  	
  Definitions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 3

  	
   

  	
  Participation Eligibility

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 4

  	
   

  	
  Employer Contributions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 5

  	
   

  	
  Participant Contributions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 6

  	
   

  	
  Allocation of Employer Contributions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 7

  	
   

  	
  Salary Deferral Elections

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 8

  	
   

  	
  Investment Elections; Maintenance of Accounts

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 9

  	
   

  	
  Vesting

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 10

  	
   

  	
  Benefit Distributions

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 11

  	
   

  	
  Participant Loans

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 12

  	
   

  	
  Provisions Relating to Top-Heavy Plans

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 13

  	
   

  	
  Plan Administration

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 14

  	
   

  	
  Fiduciaries

  	
   

  	
   

  



 











 


	
  Article 15

  	
   

  	
  Amendment and Termination

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 16

  	
   

  	
  Participation by Affiliates

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Article 17

  	
   

  	
  Miscellaneous Provisions

  	
   

  	
   

  



 











HOURLY EMPLOYEES’ SAVINGS
PLAN AND TRUST


THIS HOURLY EMPLOYEES’ SAVINGS PLAN is restated as
of the 1st day of
August, 1998, by SANOFI, INC., a Delaware corporation, having its principal
office and place of business at 90 Park Avenue, New York, NY 10016, on behalf
of itself and all of its participating affiliates hereunder.


WITNESSETH


WHEREAS, Sanofi, Inc. previously established a
defined contribution savings plan for the benefit of its eligible Employees
known as the Sanofi Winthrop, Inc. Hourly Employees’ Savings Plan, effective
October 1, 1994; and


WHEREAS, effective August 1, 1998, Sanofi, Inc.
adopted resolutions pursuant to which the Sanofi Winthrop, Inc. Hourly
Employees’ Savings Plan adopted all of the provisions of the
Sanofi-Synthelabo Group Savings Plan; and


WHEREAS,
Sanofi, Inc. desires to continue to recognize the contribution made to its
successful operation by its various Employees, and to reward such contribution
by means of a Savings Plan for those Employees who shall qualify as
Participants hereunder; and


WHEREAS,
it is intended that this Plan and Trust be qualified under Sections 401(a),
401(k) and 501(a) of the Internal Revenue Code as amended by the Tax Reform Act
of 1986 and subsequent legislation.


NOW,
THEREFORE, this Plan and Trust is amended and restated to read as set forth
below.











ARTICLE I


STATEMENT
OF PURPOSE


1.0                                 Background
and Purpose.  The Plan has been
amended to (a) adopt the provisions of the Sanofi-Synthelabo Group Savings
Plan, and (b) comply with the requirements of the Small Business Job Protection
Act of 1995, the Taxpayers Relief Act of 1997 and other recent changes in
applicable law.  The Plan as so amended
and restated shall generally be effective as of August 1, 1998, provided,
however, that the provisions of the Plan as amended and restated which
are designed to comply with requirements of the Small Business Job Protection
Act, the Taxpayer Relief Act of 1997 and other changes in applicable law shall
become effective as of such other dates as may be required to comply with such
requirements.  Except as otherwise
provided, the provisions of the restated Plan shall apply only to Employees who
are employed by the Employer on or after the Effective Date (including former
Employees who return to employment as an Employee and participate in the Plan
on or after the Effective Date); any person who participated in the Plan as in
effect before August 1, 1998 and who separated from service prior to such
date shall continue to be entitled solely to the benefits and rights provided
by the Plan as in effect on the date of his separation from service.  Moreover, solely with respect to Employees
who are employed by the Employer on or after the Effective Date, the Plan as in
effect before the Effective Date shall solely and exclusively determine their benefits
and rights with respect to the period before the Effective Date, except as
otherwise explicitly provided herein.  In
no event, however, shall this amendment and restatement result in a prohibited
reduction of benefits described in Section 411(d)(6) of the Code and the
related regulations.











1.02                           Qualification
Under the Internal Revenue Code.  It
is intended that the Plan be a qualified profit-sharing plan within the meaning
of Section 401(a) of the Code, that the requirements of
Section 401(k) of the Code be satisfied as to that portion of the Plan
represented by contributions made pursuant to participant salary deferral
elections, and that the trust or other funding vehicle associated with the Plan
be exempt from federal income taxation pursuant to the provisions of
Section 501(a) of the Code.  Subject
to the provisions of Article IV of the Plan (identifying certain
circumstances authorized by statute or regulation the occurrence of which may
result in refunds to the Employer of amounts contributed under the Plan), the
assets of the Plan shall be applied exclusively for the purposes of providing
benefits to Participants and Beneficiaries under the Plan and for defraying
expenses incurred in the administration of the Plan and its corresponding Trust
or other funding vehicle.


1.03                           Documents.  The Plan consists of the Plan and Trust
documents as set forth herein and as set forth in the Trust document, and any
amendments thereto.  Certain provisions
relating to the Plan and its operation may be contained in documents
establishing any other funding vehicle for the Plan, and any amendments,
supplements, appendices and riders to any of the foregoing.  Descriptive material relating to the Plan
shall not be considered a part of the Plan, and in the event of any conflict
between such descriptive material and the Plan, the text of the Plan shall
govern.  With respect to the period prior
to the Effective Date, the provisions of the Plan as it then read, before this
amendment and restatement, shall alone govern the determination of benefits and
rights under the Plan.


NOW,
THEREFORE, effective as of the 1st day of August, 1998, the Hourly Employees’
Savings Plan is amended and restated for the purpose of carrying out such Plan
on the following terms:











ARTICLE II


DEFINITIONS


2.01                           “Account”
shall mean the entire interest of a Participant in the Plan.  A Participant’s Account shall consist of one
or more separate accounts reflecting the various types of contributions
permitted under the Plan, as hereinafter provided.


2.02                           “Actual
Deferral Percentage” shall mean the ratio (expressed as a percentage) of Salary
Deferrals allocated on behalf of the Employee as of a date within the Plan Year
to the Employee’s Statutory Compensation for the Plan Year (or the portion of
the Plan Year during which the Employee was an eligible Employee, if the
Pension Committee so elects on a uniform basis), provided, however,
that Salary Deferrals shall be disregarded if they (a) are taken into
account in determining the Contribution Percentage, (b) are made on behalf
of an Employee who is not a Highly Compensated Employee to the extent that such
deferrals exceed the limitations described in Section 7.05, (c) are
returned to the Participant pursuant to Section 6.05, or (d) do not
relate to Compensation that either (i) would have been received by the
Employee in the Plan Year but for the Employee’s Salary Deferral election
pursuant to Section 7.01 or (ii) is attributable to services
performed by the Employee in the Plan Year and, but for the Employee’s
Compensation Deferral election pursuant to Section 7.01, would have been
received by the Employee within two and one-half months after the close of the
Plan Year.  For purposes of this Section,
Salary Deferrals shall be considered allocated on behalf of an Employee as of a
date within a Plan Year if the allocation is not contingent upon the Employee’s
participation in the Plan or performance of services on any date subsequent to
such date, and the Salary Deferral is actually paid to the Trust no later than
the close of the following Plan Year. 
The Actual Deferral Percentage with respect to any Highly Compensated
Employee shall be











determined by treating
all qualified retirement plans of the Employer or an Affiliated Company
(excluding plans that are not permitted to be aggregated under Treasury
Regulation Section 1.401(k)-1(g)(1)(ii)(B)) in which the Highly
Compensated Employee is eligible to participate as a single plan.


2.03                           “Affiliated
Company” shall mean any entity which, with the Employer, constitutes (a) a
“controlled group of corporations” within the meaning of Section 414(b) of
the Code, (b) a “group of trades or businesses under common control”
within the meaning of Section 414(c) of the Code, (c) an “affiliated
service group” within the meaning of Section 414(m) of the Code, or
(d) an entity required to be aggregated with the Company pursuant to
Section 414(o) of the Code.  An
entity shall be considered an Affiliated Company only with respect to such
period as the relationship described in the preceding sentence exists.  When the term “Affiliated Company” is used in
applying the limitations set forth in Section 6.05, Sections 414(b)
and (c) of the Code shall be deemed modified by application of the
provisions of Section 415(h) of the Code, which substitutes the phrase “more
than 50 percent” for the phrase “at least 80 percent” in
Section 1563(a)(1) of the Code, which is then incorporated by reference in
Sections 414(b) and 414(c) of the Code.


2.04                           “After-Tax
Account” shall mean so much of a Participant’s Account as consists of amounts
attributable to After-Tax Employee Contributions allocated to such Participant’s
Account, including all earnings and accretions attributable thereto and reduced
by all losses attributable thereto and all charges there against and by all
withdrawals and distributions therefrom. 
Separate subaccounts shall be maintained within the After-Tax Account
for (a) Basic Employee Contributions, and (b) Voluntary Employee Contributions,
as described in Section 5.01, and such subaccounts shall further include
amounts previously held in,











respectively, “Subaccount
A” and “Subaccount C” pursuant to the Plan as it read prior to the Effective
Date.


2.05.                        “After-Tax Employee
Contributions” shall mean contributions made pursuant to payroll deduction
authorization provided by such Participant on the form provided by the Pension
Committee.  After-Tax Employee
Contributions shall be designated Basic Employee Contributions or Voluntary
Employee Contributions, or both, as follows:


(a)                                  “Basic
Employee Contributions” shall mean After-Tax Employee Contributions of one to
six percent of the Participant’s Compensation, provided that such Basic
Employee Contributions shall be reduced pro-rata by the percentage of Basic
Salary Deferrals during such period with respect to such Participant so that
the Basic Employee Contributions together with the Basic Salary Deferrals do
not exceed six percent (6%) of the Participant’s Compensation during such
period with respect to such Participant.


(b)                                 “Voluntary
Employee Contributions” shall mean After-Tax Employee Contributions in excess
of Basic Employee Contributions and Basic Salary Deferrals up to a maximum of
ten percent (10%) of such Participant’s Compensation, provided that such
Voluntary Employee Contributions shall be reduced pro-rata by the percentage of
Voluntary Salary Deferrals during such period with respect to such Participant
so that Voluntary Employee Contributions together with Voluntary Salary
Deferrals do not exceed ten percent (10%) of the Participant’s Compensation
during such period with respect to such Participant.


2.06                           “Aggregation
Group” shall mean the group of qualified plans sponsored by the Employer or by
an Affiliated Company including in such group (a) all such plans in which
a Key Employee participates in the Plan Year containing the Determination Date,
or any of the four preceding Plan Years, including any frozen or terminated
plan that was maintained within the











five year period ending on the Determination Date,
(b) all such plans which enable any plan described in Clause (a) to
meet the requirements of either Section 401(a)(4) or 410 of the Code,
and (c) such other qualified plans sponsored by the Employer or an
Affiliated Company as the Employer elects to include in such group, as long as the
group, including those plans electively included, continues to meet the
requirements of Sections 401(a)(4) and 410 of the Code.


2.07                           “Alternate
Payee” shall mean the person entitled to receive payments of benefits under the
Plan pursuant to a QDRO.


2.08                           “Annual
Addition” shall mean, for any Limitation Year, the sum of (a) Employer
contributions (including Matching Contributions, Optional Employer
Contributions and Salary Deferral amounts) allocated to the Participant’s
Account; (b) Participant After-Tax contributions allocated to the
Participant’s Account; (c) forfeitures (if any) reallocable to the
Participant’s Account; and (d) amounts described in Section 415(l)(1)
(relating to contributions allocated to individual medical accounts which are
part of a pension or annuity plan) and 419A(d)(2) (relating to post-retirement
medical or life insurance benefit accounts for Key Employees) of the Code.  For purposes of this Section, contributions
to any qualified defined contribution plan sponsored by the Employer or by an
Affiliated Company, and any forfeitures reallocated under any such plan, shall
be considered to be contributions or reallocable forfeitures, as the case may
be, under the Plan.  Anything contained
in this Section to the contrary notwithstanding, a Participant’s contributions
pursuant to Section 5.02 (restoration contributions) or like contributions
to any plan aggregated with the Plan under the preceding sentence, or any
contribution received by this Plan or any such other plan that represents a
direct transfer of a Participant’s benefit from another plan or a rollover of a
distribution received from another plan shall not be considered a Participant
contribution for purposes of this Section. 
Contributions do











not fail to be Annual
Additions merely because they exceed the limitations of Sections 4.04, 7.05 and
7.06 or merely because any such excess contributions are corrected through
distribution as provided under the terms of the Plan; provided, however,
that excess Salary Deferrals distributed in accordance with
Section 7.05(d) shall not be considered Annual Additions.


2.09                           “Average
Actual Deferral Percentage” shall mean the average (expressed as a percentage)
of the Actual Deferral Percentages of Employees in a specified group.


2.10                           “Average
Contribution Percentage” shall mean the average (expressed as a percentage) of
the Contribution Percentages of Employees in a specified group.


2.11                           “Beneficiary”
shall mean the person or entity designated or otherwise determined to be such
in accordance with Section 10.07.


2.12                           “Benefit
Commencement Date” shall mean the date on which there is distributed to the
Participant (or to the Beneficiary of a deceased Participant) the entire amount
standing to his credit under the Plan, or, if distribution is to be made in
more than one payment, the date as of which the first such benefit payment is
made to the Participant (or to the Beneficiary of a deceased Participant).


2.13                           “Board
of Directors” shall mean the board of directors of the Company.


2.14                           “Break
in Service” shall mean a period commencing on a Participant’s Severance From
Service Date and ending on the date immediately preceding such Participant’s
Reemployment Commencement Date. 
References herein to “five (5) consecutive one year Breaks in Service”
shall mean a 60-consecutive-month period beginning on the Severance from
Service Date and ending on the fifth anniversary of such date, provided that
the Employee during such period of severance fails to perform an Hour of
Service for the Employer.











2.15                           “Code”
shall mean the Internal Revenue Code of 1986, as may be amended from time to
time, and any successor statute of similar purpose.


2.16                           “Company”
shall mean Sanofi, Inc., a Delaware corporation and any successor thereto that
adopts the Plan.


2.17                           “Compensation”
shall mean straight-time hourly earnings paid during a Plan Year to a
Participant for services performed for the Company, prior to the operation of
any salary reduction agreement specified herein and prior to the operation of
any salary reduction agreement under a cafeteria plan which is maintained by
the Company and which is described in Section 125 of the Code or,
effective with respect to Plan Years commencing on or after January 1, 2001, to
any salary election made pursuant to Section 132(f)(4) of the Code.  Compensation shall exclude overtime pay,
premium pay for Saturdays, Sundays or holidays, shift differentials, bonuses,
and any other form of extra remuneration;  provided,
however, that the Compensation of any Participant for any Plan Year
shall be limited to $150,000, as adjusted by the Secretary of the Treasury in
accordance with the provisions of Section 401(a)(17) of the Code.  In determining Compensation for purposes of
this limitation solely with respect to Plan Years commencing prior to January
1, 1997, the rules of Section 414(q)(6) of the Code shall apply, except
that in applying such rules, the term “family” shall include only the spouse of
the Employee and any lineal descendants who have not attained age 19 before the
close of the Plan Year.  If, as a result
of the application of the rules of Section 414(q)(6) of the Code, the
limitation is exceeded, then the limitation shall be prorated among the
affected family members in proportion to each such family member’s Compensation
as determined under this Section prior to the application of this
limitation.  Notwithstanding anything
herein to the contrary, Compensation of an Employee who is at any time
simultaneously in the employ of more than one Employer shall be the sum of such











Compensation received by
the Employee from all such Employers; provided, however, that the limit on
annual Compensation described in the preceding paragraph shall apply separately
to the Compensation received by a Participant from each Company that is
considered a separate employer under the rules set forth in Section 414(b),
(c), (m) and (o) of the Code.


2.18                           “Contribution
Percentage” shall mean the ratio (expressed as a percentage) of the sum of
After-Tax Employee Contributions, Matching Contributions and Optional Employer
Contributions (to the extent such Matching Contributions and Optional Employer
Contributions constitute a matching contribution within the meaning of
Section 401(m)(4)(A) of the Code), on behalf of the Employee for the Plan
Year to the Employee’s Statutory Compensation for the Plan Year (or the portion
of the Plan Year during which the Employee was an eligible Employee, if the
Pension Committee so elects on a uniform basis).  The Contribution Percentage with respect to
any Highly Compensated Employee shall be determined by treating all qualified
retirement plans of the Employer or an Affiliated Company (excluding plans that
are not permitted to be aggregated under Treas. Reg.
Section 1.401(m)-1(f)(1)(ii)(B)) in which the Highly Compensated Employee
is eligible to participate as a single plan, except as otherwise provided in
Treasury regulations.


2.19                           “Determination
Date” shall mean the last day of the preceding Plan Year.


2.20                           “Effective
Date” of the Plan shall mean January 1, 1994; provided, however, that
the effective date of this amendment and restatement, pursuant to which the
provisions of the Sanofi-Synthelabo Group Savings Plan were adopted, shall be
August 1, 1998.


2.21                           “Election
Date” shall mean the first day of each calendar month after satisfying an
Eligibility Period, and such other time or times as the Pension Committee shall
determine.











2.22                           “Eligibility
Computation Period” means a twelve (12) consecutive month period used for
determining whether an Employee who is regularly scheduled to work fewer than
30 hours per week has met the eligibility requirements for participation.  The first Eligibility Computation Period
shall begin on the Employee’s Employment Commencement Date.  The second Eligibility Computation Period,
and all succeeding Eligibility Computation Periods, shall consist of the Plan
Year, beginning with the Plan Year which includes the first anniversary of the
Employee’s Employment Commencement Date.


2.23                           “Eligibility
Period” means any period of three months commencing on the Employee’s
Employment Commencement Date or Reemployment Commencement Date and ending no
later than his Severance from Service Date. 
The period after a Severance From Service Date by reason of termination
of employment, discharge or retirement and before a Reemployment Commencement
Date shall be included in computing an Eligibility Period if the Employee who
had such a Severance From Service Date has a Reemployment Commencement Date
within three months of the date on which he last performed an Hour of Service.


2.24                           “Employee”
shall mean any person who is employed by an Employer who is paid either
according to the number of hours worked on the basis of a specified hourly rate
or on a piece-work basis and who is not otherwise classified by Sanofi, Inc.,
in accordance with uniform and consistently applied personnel guidelines, as
being a type of employee other than an hourly employee; provided, however,
that if the employee is included in a collective bargaining unit, he will not
be deemed an Employee unless the union which represents that unit has reached
an agreement with Sanofi, Inc. that employees in that unit may be offered an
opportunity to participate in the Plan; and further  provided, however,
that the term “Employee” shall not include any individual who is an Employee
solely as a result of Section 414(n)(5) of the Code.  The term











“Employee” shall not
include (a) independent contractors or any other persons whom the Employer
determines, in its sole discretion based on the criteria set forth in Treas.
Reg. Section 31.3401(c)-1, are not common law employees; provided that any
individual classified by the Employer as an independent contractor or otherwise
as not a common law employee who is subsequently reclassified, shall be deemed
an Employee solely from the later of the actual date or the effective date of
such reclassification; (b)(i) any person who is employed by the Company or a
participating Affiliate on a temporary basis; (ii) who is not intended to be
permanently employed by the Company; and (iii) who is classified by the Company
or Affiliate for payroll purposes as a “temporary employee”; provided that any
individual classified by the Employer as a temporary employee who is
subsequently reclassified, shall be deemed an Employee solely from the later of
the actual date or the effective date of such reclassification; (c)
demonstrators (individuals who primarily demonstrate, promote or sell cosmetic
products directly to retail customers in retail stores); or (d) part-time
merchandisers (individuals who primarily ensure that products of various types
are properly displayed and are in adequate supply in retail stores).


2.25                           “Employer”
shall mean the Company and any Affiliated Company or other entity which, with
the consent of the Board of Directors, adopts this Plan and Trust pursuant to
Article XVI.  Notwithstanding
anything herein to the contrary, except with respect to (i) the definition of “Eligibility
Period,” “Hour of Service,” “Vesting Service,” “Year of Service,” and related
definitions, (ii) the limitation described in Section 6.05 hereof (and related
definitions), (iii) Sections 10.01, 10.03, 10.05, 10.06 and 10.08 hereof,
concerning the payment of benefits in-service or upon termination of
Employment, and (iv) provisions herein that specifically indicate otherwise,
the term “Employer” shall mean the Company with respect to which the
Participant is an Employee, and any reference to any compensation or other
remuneration paid to an Employee











shall mean such amounts
paid by the Company with respect to which the Participant is an Employee.


2.26                           “Employment
Commencement Date” shall mean, with respect to any individual, the first date
on or after the Effective Date on which that individual performs an Hour of
Service (within the meaning of Section 2.31(a) hereof) in the employ of an
Employer or an Affiliated Company.


2.27                           “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended.


2.28                           “Excused
Absence” means any of the following:


(a)                                  absence
on leave granted by an Employer for any cause for the period stated in such
leave or, if no period is stated, for six (6) months and any extensions
that the Employer may grant in writing; provided that the Employer gives
similar treatment to all Employees in similar circumstances;


(b)                                 absence
in any circumstance so long as the Employee continues to receive his regular
compensation from the Employer, but in no event after the employment
relationship between the Employer and Employee is severed;


(c)                                  absence
resulting from service in the armed forces of the United States or government
service in time of war or national emergency; or


(d)                                 absence
by reason of illness or disability until such time as the employment
relationship between Employer and the Employee is severed.


An “Excused
Absence” shall cease to be an “Excused Absence” and shall be deemed a Break in
Service as of the first day of such absence if the Employee fails to return to
the service of the Employer (i) upon the expiration of any leave of
absence referred to in











Subsection (a) above; (ii) at such time as
the payment of regular compensation referred to in Subsection (b) above is
discontinued; (iii) before the expiration of the period during which he
has veterans reemployment rights under law; or (iv) upon recovery from
illness or disability referred to in Subsection (d).


The
Employer shall be the sole judge of whether or not recovery from illness or
disability has occurred for purposes of (iv) above.


2.29                           “Five-percent
Owner” shall mean, as to any entity, any person who owns (or is considered as owning
within the meaning of Section 318 of the Code) more than five percent (5%)  of the outstanding series of stock of the Company or an
Affiliated Company or stock possessing more than five percent (5%) of the total
combined voting power of all of the stock of such entity.  Where an entity is not a corporation, a
person shall be considered a “Five-percent Owner” if he owns more than
five-percent (5%) of either the capital or the profits interest in the entity.


2.30                           “Highly
Compensated Employee” shall be defined in a manner consistent with
Section 414(q) of the Code and the regulations promulgated thereunder and
shall generally mean, effective January 1, 1997, any employee who:


(a)                                  was
at any time during the Plan Year or the preceding Plan Year a Five-percent
Owner; or


(b)                                 for
the preceding Plan Year received Statutory Compensation from the Company or an
Affiliated Company in excess of eighty thousand dollars ($80,000), as such
figure may be adjusted by the Secretary of the Treasury in accordance with
Section 414(q) of the Code; and was in the top-paid group of employees for
such preceding Plan Year.











An
employee is in the top-paid group of employees for any Plan Year if such
employee is in the group consisting of the top twenty percent (20%) of the
employees when ranked on the basis of Statutory Compensation paid during such
Plan Year.


2.31                           (a)  “Hour of Service” shall be defined in a
manner consistent with regulations published by the Secretary of Labor at Title
29, Code of Federal Regulations, Section 2530.200b-2, and shall mean
(i) each hour for which an employee is paid or entitled to payment for the
performance of duties for the Employer or an Affiliated Company during the Plan
Year, (ii) each hour for which an employee is paid or entitled to payment
by the Employer or an Affiliated Company on account of a period of time during
which no duties are performed (irrespective of whether or not the employment
relationship has terminated) due to vacation, holiday, illness, incapacity
(including disability), layoff, jury or military duty, or leave of absence, and
(iii) each hour for which back pay, irrespective of mitigation of damages,
is either awarded or agreed to by the Employer or an Affiliated Company.  Hours of Service shall be credited to the
Plan Year in which earned, regardless of when determined or awarded.  Service rendered at overtime or other premium
rates shall be credited at the rate of one (1) Hour of Service for each
hour for which pay is earned, regardless of the rate of compensation in effect
with respect to such hour. 
Notwithstanding the foregoing, except as provided in the following
sentence, (A) not more than five hundred one (501) Hours of Service
shall be credited to an employee on account of any single continuous period
during which the employee performs no duties for the Employer or an Affiliated
Company; (B) no credit shall be granted for any period with respect to
which an employee receives payment or is entitled to payment under a plan
maintained solely for the purpose of complying with applicable workmen’s
compensation or disability insurance laws; and (C) no credit shall be
granted for a payment which solely











reimburses an employee
for medical or medically related expenses incurred by the employee.  An employee shall be credited with an Hour of
Service for each hour of the normally-scheduled work week during any period of
absence from work with the Employer or an Affiliated Company for voluntary or
involuntary military service in the armed forces of the United States, but not
to exceed the period required under the law pertaining to veterans’
reemployment rights; provided, however, that if he fails to
return to work within the period during which he has legally protected
reemployment rights, he shall not receive credit for hours on such leave.


(b)                                 Solely
for the purposes of this Section, the term “employee” means any person whom the
Employer or an Affiliated Company treats as an employee, excluding any person
whom the Employer treats as an independent contractor, or with whom the
Employer maintains an employer-employee relationship under the provisions of
Section 414(n) of the Code if Section 414(n)(5) does not apply to
negate the applicability of Section 414(n).


(c)                                  For
purposes of subparagraph (a) above, if an employee’s payroll records are
normally kept on other than an hourly basis, as described below, the following
equivalencies may be utilized in determining the number of Hours of Service to
which the employee is entitled to be credited.


	
  Basis Upon
  Which the

  Employee’s Payroll Records

  Are Maintained

  	
   

  	
  Credit Granted If Employee Earns

  At Least One (1) Hour Of Service

  During Period

  
	
   

  	
   

  	
   

  
	
  Shift

  	
   

  	
  Actual hours for
  full shift

  
	
  Day

  	
   

  	
  10 Hours of
  Service

  
	
  Week

  	
   

  	
  45 Hours of
  Service

  
	
  Month

  	
   

  	
  190 Hours of
  Service

  



 


2.32                           “Investment
Fund” shall mean any of the funds established pursuant to Section 8.01 for
the investment of the assets of the Trust Fund.











2.33                           “Investment
Manager” shall mean any fiduciary (other than a Named Fiduciary) who has the
power to manage, acquire, or dispose of any asset of the Plan and who has
qualified as an “investment manager” within the meaning of Section 3(38)
of ERISA.


2.34                           “Key
Employee” shall mean a person employed or formerly employed by the Employer or
an Affiliated Company who, during the Plan Year or during any of the preceding
four (4) Plan Years, was any of the following:


(a)                                  An
officer of the Employer or of an Affiliated Company having an annual
compensation of more than fifty percent (50%) of the amount in effect under
Section 415(b)(1)(A) of the Code for the Plan Year.  The number of persons to be considered
officers in any Plan Year and the identity of the persons to be so considered
shall be determined pursuant to the provisions of Section 416(i) of the
Code and the regulations published thereunder.


(b)                                 One (1)
of the ten (10) employees of the Employer or of an Affiliated Company who
owns (or is considered as owning under the attribution rules set forth at
Section 318 of the Code and the regulations thereunder) the largest
interest in the Employer or such Affiliated Company, provided that no person
shall be considered a Key Employee under this Paragraph (b) if his annual
Statutory Compensation is not greater than the limitation in effect for such
Plan Year under Section 415(c)(1)(A) of the Code, nor shall any person be
considered a Key Employee under this Paragraph (b) if his ownership
interest in the Plan Year being tested and the preceding four Plan Years was at
all times less than one-half of one percent (1⁄2%) in value of any of the
entities forming the Employer and the Affiliated Companies.  Also for the purposes of this
Paragraph (b), if two or more employees have the same interest in the
Employer or an Affiliated Company, the employee having the greatest annual
Statutory Compensation shall be deemed to











have the greatest such
interest, with the interests of the other such similar interest holders being
deemed to be descending in size in accordance with the descending order of
their respective compensations.


(c)                                  A
Five-percent Owner of the Employer.


(d)                                 A
person who is both an Employee whose annual Statutory Compensation from the
Employer and all Affiliated Companies exceeds one hundred fifty thousand
dollars ($150,000) and who is a One-percent Owner.


The
beneficiary of any deceased Participant who was a Key Employee shall be
considered a Key Employee for the same period as the deceased Participant would
have been so considered.


2.35                           “Key
Employee Ratio” shall mean the ratio for any Plan Year, calculated as of the
Determination Date with respect to such Plan Year, determined by comparing the
amount described in Subsection (a) hereof with the amount described in
Subsection (b) hereof, after deduction from both such amounts of the
amount described in Subsection (c) hereof.


(a)                                  The
amount described in this Subsection (a) is the sum of (i) the
aggregate of the present value of all accrued benefits of Key Employees under
all qualified defined benefit plans included in the Aggregation Group,
(ii) the aggregate of the balances in all of the accounts standing to the
credit of Key Employees under all qualified defined contribution plans included
in the Aggregation Group, and (iii) the aggregate amount distributed from
all plans in such Aggregation Group to or on behalf of any Key Employee during
the period of five (5) Plan Years ending on the Determination Date.


(b)                                 The
amount described in this Subsection (b) is the sum of (i) the
aggregate of the present value of all accrued benefits of all Participants
under all qualified defined benefit











plans included in the
Aggregation Group, (ii) the aggregate of the balances in all of the
accounts standing to the credit of all Participants under all qualified defined
contribution plans included in the Aggregation Group, and (iii) the
aggregate amount distributed from all plans in such Aggregation Group to or on
behalf of any Participant during the period of five (5) Plan Years ending
on the Determination Date.


(c)                                  The
amount described in this Subsection (c) is the sum of (i) all
rollover contributions (or similar transfers) to the Plan initiated by an
Employee and made after December 31, 1983, (ii) any amount that would
have been included under Subsection (a) or Subsection (b) hereof with
respect to any individual who has not rendered service to any Employer at any
time during the five year period ending on the Determination Date, and
(iii) any amount that is included in Subsection (b) hereof for, on
behalf of, or on account of, a person who is a Non-Key Employee as to the Plan
Year of reference but who was a Key Employee as to any earlier Plan Year.


2.36                           “Limitation
Year” shall mean the Plan Year unless a different “Limitation Year” is
designated by the Board of Directors by resolution.


2.37                           “Matching
Contribution Account” shall mean so much of a Participant’s Account as consists
of amounts attributable to Matching Contributions allocated to such Participant’s
Account, including all earnings and accretions attributable thereto and reduced
by all losses attributable thereto, all expenses chargeable there against and
by all withdrawals and distributions therefrom, and shall further include
amounts held in the “Company Contributions Account” pursuant to the Plan as it
read prior the Effective Date.


2.38                           “Matching
Contributions” shall mean Employer contributions made pursuant to
Section 4.01(b).















2.39                           “Named
Fiduciary” shall mean the Pension Committee; provided, however,
that each Named Fiduciary shall have only those particular powers, duties,
responsibilities and obligations that are specifically delegated to it under
the Plan.


2.40                           “Net
Profits” shall mean the current or accumulated earnings or profits of the
Employer as determined by the Employer’s accountants upon the basis of the
Employer’s books of account, in accordance with generally accepted accounting
principles, but without any deduction being taken for any of the following:
(a) depreciation, (b) extraordinary losses, (c) casualty losses
in excess of recovery, (d) contributions to this or any other qualified
retirement plan, (including Salary Deferral amounts), or (e) federal,
state, county, or municipal income taxes or taxes on income imposed by any
other political subdivision.


2.41                           “Non-Highly
Compensated Employee” shall mean an employee who is not a Highly Compensated
Employee.


2.42                           “Non-Key
Employee” shall mean any person who is employed by the Employer in any Plan
Year, but who is not a Key Employee as to that Plan Year.


2.43                           “Normal
Retirement Age” shall mean a Participant’s sixty-fifth (65th) birthday.


2.44                           “Normal
Retirement Date” shall mean the first day of the month coinciding with or next
following a Participant’s attainment of Normal Retirement Age.


2.45                           “One-percent
Owner” shall mean, as to the Employer or any Affiliated Company, any person who
owns (or is considered as owning within the meaning of Section 318 of the
Code) more than one percent (1%) of the outstanding stock or stock possessing
more than one percent (1%) of the total combined voting power of all of the
stock of such Employer or Affiliated Company. 
Where an entity is not a corporation, a person shall be considered a “One-











percent
Owner” if he owns more than one percent (1%) of either the capital or the
profits interest in the Employer.


2.46                           “Optional
Employer Contribution Account” shall mean so much of a Participant’s Account as
consists of amounts attributable to Optional Employer Contributions allocated
to such Participant’s Account, including all earnings and accretions
attributable thereto, and reduced by all losses attributable thereto, all
expenses chargeable there against and by all withdrawals and distributions
therefrom.


2.47                           “Optional
Employer Contributions” shall mean any Employer contributions made pursuant to
Section 4.01(c).


2.48                           “Participant”
shall mean any person who has been or who is an Employee and who has been
admitted to participation in the Plan pursuant to the provisions of
Article III.  The term “Participant”
shall include Active Participants (those Participants who are currently
eligible to share in Employer contributions to the Plan), Inactive Participants
(those employees of the Employer or an Affiliated Company who previously were
Active Participants but currently are not because they are no longer employed
in an “Employee” status), Retired Participants (those former Employees
presently receiving benefits under the Plan), and Vested Participants (those
former Active or Inactive Participants or Employees, other than Retired
Participants, who have a vested interest under the Plan).


2.49                           “Participation
Date” shall mean the first day of each Plan Year and the day falling six
calendar months thereafter for each year.


2.50                           “Pension
Committee” shall mean the committee appointed pursuant to the provisions of
Article XIII or, in the absence of any such appointment, the Company.











2.51                           “Plan”
shall mean the Sanofi-Synthelabo Inc. Hourly Employees’  Savings Plan and Trust as set forth herein,
and as the same may from time to time hereafter be amended.


2.52                           “Plan
Year” shall mean the calendar year.


2.53
                        “QDRO”
shall mean a “qualified domestic relations order” within the meaning of
Section 206(d)(3)(B) of ERISA


2.54                           “Reemployment
Commencement Date” shall mean the first date following a Severance From Service
Date on which an Employee performs an Hour of Service (within the meaning of
Section 2.31(a) hereof) for which he is paid or is entitled to payment for
services performed for the Company or an Affiliated Company.


2.55                           “Required
Beginning Date” shall have the meaning set forth in Section 10.08 hereof.


2.56                           “Rollover
Account” shall mean so much of a Participant’s Account as consists of amounts
rolled over or transferred from another plan pursuant to Section 5.03,
including all earnings and accretions attributable thereto, and reduced by all
losses attributable thereto, all expenses chargeable there against, and all
withdrawals and distributions therefrom, and shall further include amounts held
in “Subaccount D” pursuant to the Plan as it read prior to the Effective Date.


2.57                           “Salary
Deferral Account” shall mean so much of a Participant’s Account as consists of
amounts contributed to the Plan by the Employer pursuant to the provisions of
Section 4.01(a) and allocated to the Account of the Participant pursuant
to the provisions of Section 6.01, including all earnings and accretions
attributable thereto, and reduced by all losses attributable thereto, all expenses
chargeable there against and by all withdrawals and distributions
therefrom.  Separate subaccounts shall be
maintained within the Salary Deferral











Account
for Basic Salary Deferrals and Voluntary Salary Deferrals, and shall further
include amounts held in “Subaccount B” pursuant to the Plan as it read prior to
the Effective Date.


2.58                           “Salary
Deferrals” shall mean the portion of a Participant’s Compensation which is
reduced in accordance with Section 7.01 and with respect to which a
corresponding contribution is made to the Plan by the Employer pursuant to
Section 4.01(a).  Salary Deferrals
shall include Basic Salary Deferrals and Voluntary Salary Deferrals, as
described in Section 7.01.


2.59                           “Severance
From Service Date” means the earlier of:


(a)                                  the
date on which an Employee quits, retires from or is discharged by the Sanofi
Control Group, or dies; or


(b)                                 the
later of (i) the second anniversary of the first date of a period in which an
Employee remains absent from service (with or without pay) with any Employer or
Affiliated Company for a reason other than quit, retirement, discharge or
death, such as vacation, holiday, sickness, disability, leave of absence or lay
off, or (ii) the date the Participant’s Excused Absence ends.  Notwithstanding anything herein to the
contrary, in the case of a Participant who commences a period of absence by
reason of the pregnancy of the Employee, the birth of a child of the Employee,
the placement of a child with the Employee in connection with the adoption of
such child by the Employee or the caring for such child by the Employee for a
period beginning immediately following such pregnancy, birth or placement, “Severance
from Service Date” means a period beginning on the first anniversary of the
date that the Employee is absent by reason of such event and ending on his
Reemployment Commencement Date.


2.60                           “Statutory
Compensation” shall mean, as to any year or other period of reference,
(a) for purposes of Section 6.05, the definition of Highly
Compensated Employee in Article II, and the top-heavy rules of Article XII, the
amount of the Participant’s remuneration











that
qualifies as compensation within the meaning of Section 415(c)(3) of the
Code, as amplified by Treas. Reg. Section 1.415-2(d), and (b) for
purposes of Sections 4.04 and 7.06 and the defined terms used therein (other
than “Highly Compensated Employee”), the Participant’s remuneration that
qualifies as compensation within the meaning of Section 414(s) of the
Code, including the amount of any Salary Deferrals made hereunder.  Notwithstanding the foregoing, “Statutory
Compensation” shall include for all purposes described in the foregoing
sentence (i) in the case of Plan Years commencing on or after January 1, 1998,
any elective deferral (as defined in Section 402(g)(3) of the Code), and any
amount which is contributed or deferred by the Company or an Affiliated Company
at the election of the Participant and which is not includible in the gross
income of the Participant by reason of Section 125 of the Code, and (ii) in the
case of Plan Years commencing on or after January 1, 2001, elective deferrals
that are not includible in the gross income of the Participant by reason of
Section 132(f)(4) of the Code.


2.61                           “Total
Disability” shall mean a permanent and total disability which has been
continuous for at least six (6) months and for which benefits under any
long-term disability plan maintained by the Company are payable or, if a
Participant is not for any reason eligible to receive such benefits, for which
Social Security disability benefits are payable.


2.62                           “Trust”
shall mean the trust or trusts holding assets for the benefit of the Plan,
including, without limitation, an annuity or other contract within the meaning
of Section 401(f) of the Code.


2.63                           “Trustees”
shall mean the Trustee appointed in accordance with Section 13.05 hereof.











2.64                           “Valuation
Date” shall mean the last business day of each month in each Plan Year and any
other business day that the Pension Committee may designate on a uniform and
non-discriminatory basis.


2.65                           “Vesting
Service” shall mean the aggregate number of years and days of a Participant’s
employment with the Employer or Affiliated Company which shall be considered in
the determination of such Participant’s Vested Percentage (in accordance with
Article IX) calculated as follows:


(a)                                  The
aggregate period (measured in years and days) from the Employee’s Employment
Commencement Date to his Severance From Service Date; provided, however,
that such period shall not include any period of Break in Service.


(b)                                 Any
provision herein to the contrary notwithstanding, in the event that an Employee
who has a Severance From Service Date by reason of a quit, discharge or
retirement has a Reemployment Commencement Date within twelve months of such
Severance From Service Date, then the period commencing on such Employee’s
Severance From Service Date to his Reemployment Commencement Date shall be
included in such Employee’s Vesting Service; provided, however, that if such
Employee has absented himself from service for a reason other than quit,
discharge or retirement prior to such Severance From Service Date, then his
Reemployment Commencement Date must occur within twelve months of the date on
which he was first absent from service in order for the period commencing on
his Severance From Service Date and ending on the day prior to his Reemployment
Commencement Date to be included in computing such Employee’s Vesting Service.


(c)                                  Any
Employee who is not entitled to any portion of his Matching Contribution
Account and Optional Employer Contribution Account pursuant to Subsection 9.02











and
who has a Break in Service of at least twelve months shall forfeit the period
of Vesting Service which he had accrued prior to his Severance From Service
Date if the period of his Break in Service equals or exceeds five years.


(d)                                 Each
other Employee who has a Break in Service shall have the period of Vesting
Service which he had accrued prior to his Severance From Service Date restored
in determining his rights and benefits under the Plan.


(e)                                  Any
other provision of this Plan to the contrary notwithstanding, for purposes of
calculating a Participant’s Vesting Service, a transfer from an Employer to an
Affiliated Company or any foreign subsidiaries of any Employer or Affiliated
Company or a later transfer among any Employer and Affiliated Company or
foreign subsidiary of an Affiliated Company thereof or to an Employer, shall
not be considered a Break in Service.











ARTICLE III


PARTICIPATION ELIGIBILITY


3.01                           Eligibility
to Participate.


(a)                                  Each
Employee who was an Active Participant as of August 1, 1998 shall continue as
an Active Participant on the Effective Date.


(b)                                 Each
other Employee who, as of August 1, 1998, had not yet become eligible to be an
Active Participant pursuant to Subparagraph (a), above, shall become eligible
to be admitted as an Active Participant on the first Election Date coincident
with or next following the date upon which such Employee has both (i) attained
age 21 and (ii) completed one Eligibility Period; provided, however, that with
respect to an Employee who has been employed for fewer than twelve consecutive
months as of August 1, 1998 and who is regularly scheduled to work fewer than
30 hours per week, such Employee must both have attained age 21 and have completed
1,000 Hours of Service during his Eligibility Computation Period.  Any Employee who completes one Eligibility
Period shall not at any time thereafter be required to complete another
Eligibility Period in order to become eligible to participate in the Plan.


(c)                                  Notwithstanding
the foregoing, no person shall be admitted as a Participant if he is no longer
an Employee on the date as of which he would otherwise have become a
Participant.


3.02                           Procedure
for and Effect of Admission.  Each
Employee who becomes eligible for admission to participation in the Plan shall
complete such forms or comply with such other procedures as the Pension
Committee may designate on a uniform and non-discriminatory basis and provide
such data as are reasonably required by the Pension Committee as a precondition
of such admission.  By becoming a
Participant, each Employee shall for all











purposes be deemed conclusively to have assented to
the terms and provisions of the Plan, the corresponding Trust Agreement, and to
all amendments to such instruments. 
Membership in the Plan is not compulsory and may be rejected by an
eligible Employee by such Employee failing to enroll as provided above.  Any eligible Employee who initially does not
participate in the plan shall continue to be eligible for deferred membership
as of any subsequent Election Date.


3.03                           Changes
in Status.


(a)                                  In
the event that an Employee who satisfied the age and service requirements of
Section 3.01, but separated from service prior to the date on which he
would have become eligible to be an Active Participant, subsequently becomes an
Employee, he shall become eligible to be an Active Participant as of his date
of reemployment as an Employee; provided, however, that if he has
not satisfied the requirements of Section 3.01 as of such date, he shall
not become eligible to be an Active Participant until the Election Date
coincident with or next following the date on which he satisfies such
requirements.


(b)                                 A
Participant who ceases to be employed as an Employee (whether or not he is
still employed by the Employer or an Affiliated Company) shall no longer be
eligible to participate in the Plan as an Active Participant until the date on
which he again becomes an Employee.


(c)                                  In
the event that a person who has been in the employ of the Employer in a
category of employment not eligible for participation in the Plan (or who has
been employed by an Affiliated Company which has not adopted the Plan) becomes
an Employee by reason of a change in status to a category of employment eligible
for participation, he shall become eligible to be an Active Participant as of
the date on which occurs such change in status; provided, however,
that if he has not satisfied the requirements of Section 3.01 as of such
date, he shall not











become eligible to be an Active Participant until the
Election Date coincident with or next following the date on which he satisfies
such requirements.


3.04                           Leased
Employees.  A person (other than a
common law employee of the Employer or Affiliated Company) who performs
services for the Employer or Affiliated Company pursuant to an agreement
between the Employer or Affiliated Company and a leasing organization shall be
considered a “leased employee” if such person performed the services on a
substantially full-time basis for a period of at least one year and the
services are performed under the primary direction or control of the recipient
Employer or Affiliated Company, unless such person can be excluded from the
classification of leased employees under Section 414(n) of the Code.  Any leased employee shall not be considered
an Employee of the recipient Employer or Affiliated Company for purposes of the
Plan, but shall be considered an Employee solely for purposes of applying the
requirements described in Section 414(n)(3) of the Code.  If such a person subsequently participates in
the Plan as a result of becoming an Employee of the Employer, he shall be
granted credit for eligibility and vesting purposes (but not benefit accrual purposes)
for Hours of Service performed for the Employer or Affiliated Company as a
leased employee.











ARTICLE IV


EMPLOYER CONTRIBUTIONS


4.01                           Employer
Contributions.


(a)                                  Salary
Deferral Contributions.  The Employer
shall contribute to the Plan with respect to each Plan Year an amount equal to
the aggregate Salary Deferrals of its Employees for such Plan Year, as
determined pursuant to Salary Deferral elections in force pursuant to
Article VII.


(b)                                 Matching
Contributions.  Effective with
respect to Salary Deferrals made on of after August 1, 1998, including each
Plan Year commencing thereafter, the Employer shall contribute on behalf of
each Participant an amount equal to $.50 for each dollar of Basic Salary
Deferrals made on the Participant’s behalf pursuant to Section 7.01 and an
amount equal to $.50 for each dollar of Basic Employee Contributions made by a
Participant pursuant to Section 5.01 for such Plan Year.  Matching Contributions shall be made
regardless of the Employer’s Net Profits; provided, however, that
the Board of Directors reserves the right, in its sole discretion, to reduce or
increase or eliminate the Matching Contribution described in the first sentence
of this Subsection (b); and  further  provided, that
the Board of Directors shall not exercise such right unless notice to that effect
is furnished to Active Participants.


(c)                                  Optional
Employer Contributions.  The Board of
Directors, in its sole discretion, may authorize an Optional Employer
Contribution to be made to the Plan for any Plan Year, regardless of the
Employer’s Net Profits.  Such
authorization shall be in the form of a Board of Directors’ resolution duly
adopted before the end of the fiscal year which ends with or within the Plan
Year for which the contribution is made.











(d)                                 Reinstatement
of Certain Forfeitures.  In addition
to the contribution pursuant to Section 4.0l(a),(b), and (c) hereof,
the Employer shall pay to the Plan such sums, if any, as may be required to
reinstate previously forfeited amounts to the Accounts of Participants who,
upon ceasing to be Active Participants (i) received cash-outs of their
respective vested interests under the Plan and upon reinstatement to Active
Participant status, made a restoration contribution described in
Section 5.02 hereof, or (ii) did not receive a cash-out of their
respective vested interests under the Plan, and returned to Active Participant
status prior to incurring five (5) consecutive one-year Breaks in Service.


(e)                                  Timing
of Contributions.


(i)                                     To
the extent practicable, contributions made pursuant to Section 4.01(a)
shall be made at least monthly and shall not be made later than the date
referred to in Paragraph (ii) below, provided, however, that
no Salary Deferral amount shall be held by the Employer without contributing
the same to the Plan for a period longer than the longest period that is
permissible under regulations published under the Code and ERISA.  In any event, amounts contributed pursuant to
Section 4.01(a) with respect to any Plan Year shall be deemed credited to
the Participant’s Salary Deferral Account not later than the last day of such
Plan Year.


(ii)                                  All
contributions made pursuant to this Section 4.01 shall be made not later
than the date established for the filing of the Employer’s federal income tax
return for the fiscal year of the Employer ending with or within the Plan Year
for which the contribution is made (including any extensions of such filing
date).


4.02                           Contingent
Nature of Contributions.  Each
contribution made by the Employer pursuant to the provisions of
Section 4.01 is hereby made expressly contingent on the











deductibility thereof for federal income tax purposes
for the fiscal year with respect to which such contribution is made.  Each such contribution is further similarly
contingent upon the maintenance of qualified status by the Plan for the year
with respect to which such contribution is made, to the extent that the loss of
qualified status would deprive the Employer of the deduction taken for such
contribution.


4.03                           Exclusive
Benefit; Refund of Contributions. 
All contributions made by the Employer are made for the exclusive
benefit of the Participants and their Beneficiaries, and such contributions
shall not be used for, nor diverted to, purposes other than for the exclusive
benefit of the Participants and their Beneficiaries (including the costs of
maintaining and administering the Plan and corresponding trust).  Notwithstanding the foregoing, to the extent
that such refunds do not, in themselves, deprive the Plan of its qualified
status, refunds of contributions shall be made to the Employer under the
following circumstances and subject to the following limitations:


(a)                                  Disallowance
of Deduction.  To the extent that a
federal income tax deduction is disallowed for any contribution made by an
Employer, the Trustees shall refund to the Employer the amount so disallowed
within one (1) year of the date of such disallowance.


(b)                                 Mistake
of Fact.  In the case of a
contribution which is made in whole or in part by reason of a mistake of fact
(for example, incorrect information as to the eligibility or compensation of an
Employee, or a mathematical error), so much of the Employer contribution as is
attributable to the mistake of fact shall be returnable to the Employer upon
demand, upon presentation of evidence of the mistake of fact to the Trustees
and of calculations as to the impact of such mistake.  Demand and repayment must be effectuated
within one (1) year after the payment of the contribution to which the
mistake applies.











In the event that
any refund is paid to the Employer hereunder, such refund shall be made without
interest and shall be deducted from among the Accounts of the
Participants.  To the extent that the
amount of the refund can be identified to one or more specific Participants and
Accounts of such Participants, it shall be deducted directly from each such
Account in the amount identifiable thereto. 
To the extent any such refund is attributable to Salary Deferrals, such
refund, upon receipt by the Employer, shall be promptly paid over (net of such
taxes as must be withheld by law) to the Participant from whose Account such
amount was returned (or to the Participant’s Beneficiary in the case of the
death of the Participant).


Notwithstanding
any other provision of this Section, no refund shall be made to the Employer
which is specifically chargeable to an Account of any Participant in excess of
one hundred percent (100%) of the amount in such Account nor shall a refund be
made by the Trustees of any funds, otherwise subject to refund hereunder, which
have been distributed to Participants, or Beneficiaries.  In the case that such distributions become
refundable, the Employer shall have a claim directly against the distributees
to the extent of the refund to which it is entitled.


All refunds
pursuant to this Section shall be limited in amount, circumstance and timing to
the provisions of Section 403(c) of ERISA, and no such refund shall be
made if, solely on account of such refund, the Plan would cease to be a
qualified plan pursuant to Section 401(a) of the Code.


4.04                           Employer
and Participant Contribution Nondiscrimination Provisions.


(a)                                  For
any Plan Year (including the portion of Plan Year 1998 prior to the Effective
Date):











(i)                                     the
Average Contribution Percentage for Highly Compensated Employees who are
eligible to participate pursuant to Article III for the Plan Year shall
not exceed the Average Contribution Percentage for Non-Highly Compensated
Employees who are eligible to participate pursuant to Article III for the
Plan Year multiplied by 1.25; or


(ii)                                  the
Average Contribution Percentage for Highly Compensated Employees who are
eligible to participate pursuant to Article III for the Plan Year shall
not exceed the Average Contribution Percentage for Non-Highly Compensated
Employees who are eligible to participate pursuant to Article III for the
Plan Year multiplied by 2, provided, however, that the Average
Contribution Percentage for such eligible Highly Compensated Employees does not
exceed the Average Contribution Percentage for such eligible Non-Highly
Compensated Employees by more than two (2) percentage points or such
lesser amount as the Secretary of the Treasury shall prescribe to prevent the
multiple use of this alternative limitation with respect to any Highly
Compensated Employee.


(b)                                 For
purposes of Section 4.04(a), this Plan shall be aggregated and treated as
a single plan with other plans maintained by the Employer or an Affiliated
Company to the extent required under Treasury regulations (or to the extent
permitted under Treasury regulations, if the Pension Committee so elects).


(c)                                  The
determination and treatment of After-Tax Employee Contributions, Matching
Contributions, Optional Employer Contributions and the Contribution Percentage
of any Employee shall satisfy the provisions of Sections 401(m)(2) and
401(m)(9) of the Code,











Treas. Reg. Sections l.401(m)-l(b) and
1.401(m)-2, and all such other requirements as may be prescribed by the
Secretary of the Treasury, which are hereby incorporated by reference.


4.05                           Correction
of Discriminatory Contributions.


(a)                                  Should
the nondiscrimination test of Section 4.04(a) not be satisfied for any
Plan Year, the Contribution Percentage of the Highly Compensated Employee with
the highest Contribution Percentage shall be reduced, in accordance with
Subsection (b), until the nondiscrimination test of Section 4.04(a)
is satisfied, or until the Contribution Percentage of such Highly Compensated
Employee is equal to the Contribution percentage of the Highly Compensated
Employee with the next highest Contribution Percentage.  This process shall be repeated until the
nondiscrimination test of Section 4.04(a) is satisfied.  The discriminatory contributions subject to
correction pursuant to this Subsection shall be distributed to affected Highly
Compensated Employees on the basis of the amount of contributions by, or on
behalf of, each of such Highly Compensated Employees.


(b)                                 The
Contribution Percentage of any Highly Compensated Employee which must be
reduced pursuant to Subsection (a) shall be reduced, prior to the close of
the Plan Year following the Plan Year with respect to which the reduction
applies, by (i) first distributing After-Tax Employee Contributions, if
any, made by such Highly Compensated Employee with respect to which no Matching
Contributions were made, (ii) then by distributing After-Tax Employee
Contributions, if any, made by such Highly Compensated Employee with respect to
which any Matching Contributions (within the meaning of Section 401(m) of
the Code) were made, and by distributing, or if forfeitable pursuant to Section 9.02,
forfeiting such Matching Contributions allocated on behalf of such Highly
Compensated Employee which are attributable to such After-Tax Employee
Contributions, and (iii) then by distributing, or if forfeitable











pursuant to Section 9.02, forfeiting such other
Matching Contributions allocated on behalf of such Highly Compensated Employee.


(c)                                  Any
distribution or forfeiture of After-Tax Employee Contributions or Matching
Contributions necessary pursuant to Subsection (b) shall include a
distribution or forfeiture of the income, if any, allocable to such distributed
or forfeited contributions.  Such income
shall be equal to the sum of the allocable gain or loss for the Plan Year plus
the allocable gain or loss for the period between the end of the Plan Year and
the date of distribution or forfeiture, and shall be determined in a manner
consistent with Treas. Reg. Sections 401(m) and 401(a)(4).











ARTICLE V


PARTICIPANT CONTRIBUTIONS


5.01                           After-Tax
Employee Contributions.  After-Tax
Employee Contributions shall be separately accounted for in the Participant’s
After-Tax Account.


An Active
Participant shall be permitted to make After-Tax Employee Contributions, which
shall be designated either Basic Employee Contributions or Voluntary Employee
Contributions and shall be made by payroll deductions authorized by the
Participant on his application form, a subsequently filed contribution form or
other authorization as the Pension Committee may designate on a uniform and
non-discriminatory basis.  Basic Employee
Contributions made by means of payroll deductions shall be credited to
Subaccount A of such Participant’s After-Tax Account.  Voluntary Employee Contributions made by
means of payroll deductions shall be credited to Subaccount B of such
Participant’s After-Tax Account.


5.02                           Restoration
Contributions.  Any former
Participant who once again qualifies as an Active Participant prior to
incurring five (5) consecutive one year Breaks in Service and who has
received a “cash-out” of his vested interest and forfeited his nonvested
interest attributable to his prior participation in the Plan may, after
reinstatement to employment covered by the Plan, “buy back” (or restore) his
Account balance by contributing to the Plan in cash the full amount of the “cash-out”
he previously received.  The Account
balance so restored shall be the sum of (a) the restoration contribution
made by the Participant, plus (b) the amount of the Participant’s Account
that was forfeited pursuant to Article IX. 
Any such restoration contribution must be made prior to the expiration
of five (5) years following reinstatement to employment covered by the
Plan.  Restoration contributions shall be
credited to the Account of the Participant as of the Valuation Date coincident
with or next following the date on which the











restoration contribution is made, or at such earlier
date as is determined administratively feasible by the Pension Committee.  Any Participant who fails to make a
restoration contribution within the time limitations herein established shall
be deemed to have waived his right to make any such contribution.


5.03                           Rollover
and Transfer Contributions.  With the
approval of the Pension Committee, which approval shall be granted or denied in
accordance with nondiscriminatory policies established by the Pension Committee
that preclude the exercise of discretion prohibited by Treas. Reg. Section
1.411(d)-4, the Plan shall accept on behalf of any Employee, whether or not he
has met the requirements for participation in the Plan, (a) the entire
amount of the employer-derived benefit distributed from another qualified trust
forming part of a plan described in Section 401(a) of the Code, but only
if the deposit qualifies as a tax-free rollover under Section 402 of the
Code, or (b) a transfer of the interest of such Employee directly from
another plan qualified under Section 401(a) of the Code.  If the amount received does not qualify as a
tax-free rollover or is transferred from another plan which is not qualified under
Section 401(a) of the Code, the amount shall be returned to the Employee
or transferor, respectively.  The Plan
shall not accept (either directly or indirectly) any amount which would cause
this Plan to be a transferee plan subject to the joint and survivor annuity
requirements of Section 401(a)(11) of the Code.  Rollover and transfer amounts shall be
credited to the Participant’s Rollover Account and invested in accordance with
the provisions of Article VIII. 
Where necessary herein, rollover and transfer amounts shall be treated
as if an appropriate portion were credited to the Participant’s Accounts based
upon the type of contribution or contributions giving rise to the amount
originally rolled over or transferred to this Plan.  An Employee who is not yet a Participant
shall be deemed a Participant only with respect to his Rollover Account.











ARTICLE VI


ALLOCATION OF EMPLOYER CONTRIBUTIONS


6.01                           Allocation
of Salary Deferral Amounts.  There
shall be directly and promptly allocated to the Salary Deferral Account of each
Participant the aggregate amount of Salary Deferrals contributed by the
Employer to the Plan pursuant to Section 4.01(a) by reason of any Salary
Deferral election in force with respect to that Participant.  Basic Salary Deferrals and Voluntary Salary
Deferrals shall be allocated to separate subaccounts of the Salary Deferral
Account.


6.02                           Allocation
of Matching Contributions and Optional Employer Contributions.


(a)                                  Matching
Contributions made pursuant to Section 4.01(b) in respect of an Employer
shall be allocated to the Matching Contribution Accounts of all Active
Participants of such Employer who are eligible for an allocation thereof
determined in accordance with Section 6.03, by crediting each such Active
Participant’s Matching Contribution Account with an amount determined by multiplying
the amount of such contribution by a fraction, the numerator of which is such
Participant’s Basic Salary Deferrals and Basic Employee Contributions for such
Plan Year and the denominator of which is the aggregate Basic Salary Deferrals
and Basic Employee Contributions of all such Participants for such Plan Year.


(b)                                 Optional
Employer Contributions made pursuant to Section 4.01(c) in respect of an
Employer shall be allocated as of the last day of the Plan Year to the Optional
Employer Contribution Accounts of all Active Participants of such Employer who
are eligible for an allocation thereof determined in accordance with
Section 6.03, by crediting each such Active Participant’s Optional
Employer Contribution Account with an amount determined by











multiplying the amount of such contribution by a
fraction, the numerator of which is such Participant’s Statutory Compensation
earned during the Plan Year and the denominator of which is the aggregate
Statutory Compensation earned by all Participants during such Plan Year.


(c)                                  If
the allocation of a Matching Contribution and/or Optional Employer Contribution
to Participants’ Accounts exceeds the maximum amount permissible pursuant to
Section 4.04 for any Plan Year then, prior to the close of the following
Plan Year, such excess amounts (and to the extent required any income allocable
thereto) shall be distributed or forfeited as the case may be, in accordance
with Section 4.05, any other provision of the Plan to the contrary
notwithstanding.


6.03                           Entitlement
to Share in Allocation.


(a)                                  A
Participant shall be an Active Participant for purposes of Section 6.02
and shall be entitled to share in the allocation of any Matching Contribution
for a specific Plan Year if the Participant was eligible to, and elected to
have Basic Salary Deferrals or Basic Employee Contributions made on his behalf
pursuant to Section 7.01.


(b)                                 A
Participant shall be an Active Participant for the purposes of
Section 6.02, and shall be entitled to share in the allocation of any
Optional Employer Contribution for a specific Plan Year only if he remained in
the employ of the Employer through the end of the Plan Year as of which such
contribution is to be allocated to the Accounts of Participants.


6.04                           Application
of Forfeited Amounts.  Forfeitures experienced
by Participants with less than fully vested interests in the Plan shall be
applied to reduce future Employer contributions to the Plan.











6.05                           Annual
Additions Limitations.


(a)                                  In
no event shall the Annual Addition to a Participant’s Account for any
Limitation Year exceed the lesser of:


(i)                                     $30,000
(or such greater amount as set forth in Section 415(c)(1)(A) of the Code
as in effect for the Limitation Year), or


(ii)                                  twenty-five
percent (25%) of such Participant’s Statutory Compensation for the Limitation
Year.


The limitation
referred to in Section 6.05(a)(2) shall not apply to any contribution for
medical benefits within the meaning of Section 419(A)(f)(2) of the Code
after separation from service which is otherwise treated as an Annual Addition,
or to any amount otherwise treated as an Annual Addition under
Section 415(1)(1) of the Code.


(b)                                 With
respect to Plan Years ending prior to January 1, 2000, in no event shall the
amount allocated to the Account of any Participant for any Limitation Year cause
the sum of the “defined contribution fraction” and the “defined benefit
fraction,” as such terms are defined in Section 415 of the Code (taking
into account any applicable fresh start rules), to exceed 1.0, or such other
limitation as may be applicable under Section 415 of the Code with respect
to any combination of qualified plans without disqualification of any such
plan.


(c)                                  If,
as a result of the allocation of forfeitures, a reasonable error in estimating
a Participant’s compensation, a reasonable error in determining the amount of
elective deferrals (within the meaning of Section 402(g) of the Code) that
may be made under Section 415 of the Code, or under other limited
situations that the Commissioner of Internal Revenue finds justifies the
availability of the rules in this Subsection, the Annual Additions to the
Account of any Participant in any Limitation Year would exceed the maximum
amount permissible hereunder, the excess amounts shall not be deemed Annual
Additions if they are











treated as follows: 
There shall first be returned to the Participant such portion of the
Participant’s After-Tax Employee Contributions made during such Limitation Year
to the Plan and any other plan as is necessary to reduce the Annual Additions
to his Account to the maximum allowable hereunder.  If further reduction in the amount allocable
to the Participant’s Account is required, there shall then be returned to the
Participant such portion of the Participant’s elective deferrals (within the
meaning of Section 402(g) of the Code) as is necessary to reduce the
Annual Additions to his Account to the maximum allowable hereunder.  (The amounts returned pursuant to the two
preceding sentences shall be disregarded for purposes of applying the
limitations set forth in Sections 4.04, 7.05 and 7.06.)  If further reduction in the amount allocable
to the Participant’s Account is required, such reductions shall be effectuated
in a manner consistent with the regulations prescribed under Section 415
of the Code and Treas. Reg. Section 1.415-6(b)(6)(ii) to the extent
necessary to result in conformity to the limitations expressed herein.  The Pension Committee shall have full
authority to take whatever corrective measures may be necessary, including
retroactive adjustment of Account balances, in order to ensure compliance with
the requirements of this Section and the underlying requirements of
Section 415 of the Code.















ARTICLE VII


SALARY DEFERRAL ELECTIONS


7.01                           Salary
Deferral Election.  Subject to the
limitations set forth in Section 7.05 or elsewhere in this Plan, each
Active Participant may execute a Salary Deferral election on a form or in such
other manner as prescribed by the Pension Committee pursuant to which such
Participant may elect to reduce his Compensation through payroll reductions as
follows:


(a)                                  an
Active Participant may elect to have Basic Salary Deferrals made on his behalf
in an amount equal to one (1%), two (2%), three (3%), four (4%),
five (5%) or six (6%) percent of his Compensation;


(b)                                 an
Active Participant who elects to have the maximum amount of Basic Salary
Deferrals made on his behalf may, in addition, elect to have Voluntary Salary
Deferrals made on his behalf in an amount equal to from one percent (1%) to ten
percent (10%) (on or after the Effective Date), in whole percentages, of his
Compensation.


7.02                           Effective
Date of Salary Deferral Elections.  A
Salary Deferral election shall become effective as of the first payroll period
ending after the date on which the Employee first becomes an Active Participant
in the Plan; provided he has first completed the requisite enrollment and
election forms or has complied with any other procedures as designated by the
Pension Committee on a uniform and non-discriminatory basis.  An Employee who does not make a Salary
Deferral election when he first becomes eligible to be an Active Participant
hereunder may make such an election effective as of a date determined under the
procedures designated by the Pension Committee on a uniform and
non-discriminatory basis.











7.03                           Change
in Rate of Salary Deferrals.  A
Participant may increase or decrease the rate of his Salary Deferrals, within
the limits prescribed by Sections 7.01 and 7.05, effective as of any date as
determined under the procedures designated by the Pension Committee on a
uniform and non-discriminatory basis.


7.04                           Suspension
of Salary Deferrals.


(a)                                  A
Participant may voluntarily suspend his Salary Deferral election, effective as
of any payroll date, by following the procedures designated by the Pension
Committee on a uniform and non-discriminatory basis.  A Participant whose Salary Deferrals are
suspended hereunder may resume Salary Deferrals, effective as of a date
determined under the procedures designated by the Pension Committee on a
uniform and non-discriminatory basis and in accordance with the procedures
outlined in Sections 7.01 and 7.02.


(b)                                 A
Participant shall have his Salary Deferral election automatically suspended for
any period during which the Participant is on Excused Absence and during which
he is not receiving Compensation from his Employer.  Such a Participant shall have his Salary
Deferral election automatically reinstated, and reductions from his
Compensation pursuant thereto shall resume, upon the first Election Date
occurring after his return from such Excused Absence.


7.05                           Salary
Deferral Limitations.


(a)                                  The
Salary Deferral amounts set forth in any Salary Deferral election shall be tentative
and shall become final only after the Employer or the Pension Committee has
made such adjustments thereto as they (or either of them) deem necessary to
maintain the qualified status of this Plan and to satisfy all requirements of
Section 401(k) of the Code.











(b)                                 All
amounts withheld pursuant to a Salary Deferral election and thereafter
contributed to the Plan shall be so contributed only if the Employer in good
faith believes that such amounts do not exceed the amounts permissible pursuant
to the limitations set forth in Section 7.06.  If any amount shall be withheld from the
Compensation of a Participant pursuant to a Salary Deferral election which
exceeds the maximum amount permissible pursuant to Section 7.06 for any
Plan Year, then, prior to the close of the following Plan Year, such excess
amounts (and to the extent required any income allocable thereto) shall be
distributed to the appropriate Participants.


(c)                                  Notwithstanding
anything contained herein to the contrary, no Participant shall be permitted to
have Salary Deferrals made under this plan during any calendar year in excess
of $7,000 (as adjusted pursuant to Section 402(g) of the Code).


(d)                                 Should
a participant claim that his Salary Deferrals under this plan (reduced by
Salary Deferrals previously distributed pursuant to Section 7.07) when
added to amounts deferred under other plans or arrangements described in
Sections 401(k), 408(k) or 403(b) of the Code exceed the limit
imposed by 402(g) of the Code for the calendar year in which the deferrals
occurred, the Pension Committee may (notwithstanding any other provision of the
Plan) authorize the distribution, by April 15 of the following calendar
year, the amount of Salary Deferrals specified in the Participant’s claim, plus
earnings thereon.  The Participant’s
claim shall be in writing and shall be submitted to the Pension Committee no
later than the March 1st following the calendar year in which such
deferrals occurred.  The Pension
Committee may require that the Participant certify or otherwise establish that
the designated amount is an excess deferral. 
Notwithstanding anything contained herein to the contrary, a Participant
shall be deemed to have made a claim for distribution of excess elective deferrals
from the Plan to the











extent
that his Salary Deferrals together with his elective deferrals under any other
plan or arrangement maintained by the Employer or an Affiliated Company exceed
the limit imposed by Section 402(g) of the Code for the calendar year.


7.06                           Salary
Deferral Nondiscrimination Provisions


(a)                                  For
any Plan Year (including the portion of Plan Year 1998 before the Effective
Date):


(i)                                     the
Average Actual Deferral Percentage for Highly Compensated Employees who are
eligible to participate pursuant to Article III for the Plan Year shall
not exceed the Average Actual Deferral Percentage for Non-Highly Compensated
Employees who are eligible to participate pursuant to Article III for the
Plan Year multiplied by 1.25; or


(ii)                                  the
Average Actual Deferral Percentage for Highly Compensated Employees who are
eligible to participate pursuant to Article III for the Plan Year shall
not exceed the Average Actual Deferral Percentage for Non-Highly Compensated
Employees who are eligible to participate pursuant to Article III for the
Plan Year multiplied by 2, provided that the Average Actual Deferral Percentage
for such eligible Highly Compensated Employees does not exceed the Average
Actual Deferral Percentage for such eligible Non-Highly Compensated Employees
by more than two (2) percentage points or such lesser amount as the
Secretary of the Treasury shall prescribe to prevent the multiple use of this
alternative limitation with respect to any Highly Compensated Employee.


(b)                                 For
purposes of Section 7.06(a), this Plan shall be aggregated and treated as
a single plan with other plans maintained by the Employer or an Affiliated
Company to the











extent
required under Treasury regulations (or to the extent permitted under Treasury
regulations, if the Pension Committee so elects).


(c)                                  The
determination and treatment of the Salary Deferrals and Actual Deferral
Percentage of any Employee shall satisfy the provisions of
Sections 401(k)(3) and 401(m)(9) of the Code and Treas. Reg.
Sections 1.401(k)-1(b) and 1.401(m)-2, and such other requirements as may
be prescribed by the Secretary of the Treasury, which are hereby incorporated
by reference.


7.07                           Correction
of Discriminatory Contributions.


(a)                                  Should
the nondiscrimination test of Section 7.06(a) not be satisfied for any
Plan Year, the Actual Deferral Percentage of the Highly Compensated Employee
with the highest Actual Deferral Percentage shall be reduced, in accordance
with Subsection (b), until the nondiscrimination test of
Section 7.06(a) is satisfied, or until the Actual Deferral Percentage of
such Highly Compensated Employee is equal to the Actual Deferral percentage of
the Highly Compensated Employee with the next highest Actual Deferral
Percentage.  This process shall be
repeated until the nondiscrimination test of Section 7.06(a) is
satisfied.  Effective with respect to
Plan Years commencing on or after January 1, 1997, the discriminatory
contributions subject to corrections pursuant to this Subsection shall be
distributed to affected Highly Compensated Employees on the basis of the amount
of contribution by, or on behalf of, each of such Highly Compensated Employees.


(b)                                 The
Actual Deferral Percentage of any Highly Compensated Employee which must be
reduced pursuant to Subsection (a) shall be reduced by distributing Salary
Deferrals prior to the close of the Plan Year following the Plan Year with
respect to which the reduction applies. 
For purposes of determining the necessary reduction, Salary Deferrals











previously
distributed pursuant to Section 7.05(d) shall be treated as distributed
under this Section 7.07(b).


(c)                                  Any
distribution of Salary Deferrals necessary pursuant to Subsection (c)
shall include a distribution of the income, if any, allocable to such
distributed contributions.  Such income
shall be equal to the sum of the allocable gain or loss for the Plan Year plus
the allocable gain or loss for the period between the end of the Plan Year and
the date of distribution, and shall be determined in a manner consistent with
Treasury regulations under Sections 401(k) and 401(a)(4) of the Code.


(d)                                 If
the Basic Salary Deferrals of any Highly Compensated Employee are reduced
pursuant to Subsection (b) or Section 7.05(d), the related Matching
Contribution and Optional Employer Contribution shall be forfeited to the
extent required by the last sentence of Section 9.02.











ARTICLE VIII


INVESTMENT ELECTIONS;
MAINTENANCE OF ACCOUNTS


8.01                           Investment
of Assets.  The Pension Committee, in
its sole discretion, shall establish Investment Funds and may from time to time
establish additional Investment Funds of the same or different types or modify,
cease to offer or eliminate any existing Investment Funds.  If any Investment Fund is eliminated, each
affected Participant shall be required to transfer his interest in such Investment
Fund to any other of the remaining Investment Funds in non-fractional
increments, such transfer to be made in accordance with the Participant’s
written election on a form provided by the Pension Committee for such purpose
or by such other procedures as the Pension Committee shall designate on a
uniform and non-discriminatory basis.  If
any such Participant fails to make such an election, such Participant shall be
deemed to have elected that 100% of his Account be invested in the Investment
Fund which, in the Pension Committee’s judgment, best provides for preservation
of principal, which determination shall be binding on the Participant.


8.02                           Investment
Elections.  Each Participant prior to
becoming a Participant shall direct the investment of all contributions to be
made on his behalf in any one or more of the available Investment Funds then
available, in one percent (1%) increments (or such other percentages as the
Pension Committee may from time to time prescribe), subject also to such
limitations as the Pension Committee may prescribe.  Such direction shall be in writing on a form
prescribed by the Pension Committee or by such other procedures as the Pension
Committee shall designate on a uniform and non-discriminatory basis.  In the absence of any Participant election
directing the investment of his Account, a Participant shall be deemed to have
elected that 100% of his Account be invested in the Investment Fund which, in
the Pension Committee’s 











judgment,
best provides for preservation of principal, which determination shall be
binding on the Participant.  Any
repayment received on loans shall be invested in the same manner as a new
investment pursuant to the Participant’s investment election in effect at the
time of repayment.


8.03                           Change
of Election.  Each Participant may
change his investment direction with respect to the investment of future
contributions, effective as of a date determined under the procedures
designated by the Pension Committee on a uniform and non-discriminatory basis,
by filing a new election form with the Pension Committee or by complying with
such procedures as the Pension Committee may prescribe on a uniform and
non-discriminatory basis. Only one change may be made in each calendar
month.  Such changes shall be subject to
the restrictions described in Section 8.02.  Separate changes of investment elections with
respect to Salary Deferrals, Matching Contributions, and Optional Employer
Contributions shall not be permitted.


8.04                           Transfers
Between Investment Funds.  Each
Participant may elect to transfer all or any portion (in 1% increments) of the
value of his interest held in any Investment Fund to any other available
Investment Fund, effective as of the date determined pursuant to procedures
designated by the Pension Committee on a uniform and non-discriminatory basis.  Such transfers shall also be subject to such
further limitations and restrictions as may be imposed by the Pension Committee
or any insurance company contract or other instrument governing investments in
any Investment Fund.  Separate transfer
elections with respect to amounts held in the Participant’s After-Tax Account,
Rollover Account, Salary Deferral Account, Matching Contribution Account, and
Optional Employer Contribution Account shall not be permitted.


8.05                           Addition
or Deletion of Investment Funds.  If
an Investment Fund not previously available is added by the Pension Committee,
Participants will be permitted to transfer amounts to the new Investment Fund,
and to make an election to invest new











contributions
in such Investment Fund, in the manner provided in Sections 8.02, 8.03 and 8.04
above.  If an Investment Fund which was
previously available is discontinued by the Pension Committee, each Participant
who has a part of his or her Accounts invested in such Investment Fund shall
designate the percentage of such amount to be invested in each of the
Investment Funds then available and designate the percentage of contributions
made by him or on his or her behalf to be invested in each of the Investment
Funds then available, each in the manner described in Sections 8.03 and 8.04
above.  If a Participant fails to make
such an election, amounts invested in the discontinued Investment Fund or
contributions that would otherwise be invested in such discontinued Investment
Fund shall be invested in the Investment Fund remaining which, in the judgment
of the Pension Committee, best provides for preservation of principal, which
determination shall be binding on the Participant.


8.06                           Limitation
on Liability and on Status as a Fiduciary. 
The Plan is intended to comply with the requirements of
Section 404(c) of ERISA and the regulations thereunder.  No Participant shall be deemed a fiduciary of
the Plan by reason of his or her exercise or failure to exercise the elections
provided for in this Article.  The Employer
and its Employees shall not be liable for any loss which results from any
Participant’s exercise or failure to exercise the elections provided for in
this Article.


8.07                           Investment
Decisions.  The Pension Committee
shall make available to each Participant a general description of each
Investment Fund which shall include information relating to the manner in which
the assets of such Investment Fund shall be invested; the investment experience
of such Investment Fund as compared to the investment experience of other
funds; any special transfer restrictions; and any other information material to
the formulation of such Participant’s investment decisions.  Each Participant who makes an











investment
election shall be informed that such election shall remain in force until such
time as the Participant gives notice of any desired change in accordance with
the provisions of this Article VIII. 
The Participant shall also be informed that, except as otherwise
provided by law, the Participant shall bear sole responsibility for the
investment of the assets held in his Account, and neither the Pension
Committee, the Company nor the Employer shall bear any responsibility or
liability whatsoever for a Participant’s choice of Investment Funds, the
investment experience of any Investment Fund, or for any loss which results
from the Participant’s exercise of control over the assets in his Account.


8.08                           Individual
Accounts.  There shall be maintained
on the books of the Plan with respect to each Participant, as applicable, a Salary
Deferral Account, a Matching Contribution Account, and an Optional Employer
Contribution Account, and, if applicable, an After-Tax Account and Rollover
Account.  Each such Account shall
separately reflect the Participant’s interest in each Investment Fund relating
to such Account.  Each Participant shall
receive, at least annually, a statement of his Accounts showing the balances in
each Investment Fund.  A Participant’s
interest in any Investment Fund shall be determined and accounted for based on
his beneficial interest in any such fund, and no Participant shall have any
interest in or rights to any specific asset of any Investment Fund.


8.09                           Valuations.  The Pension Committee, or such other person
or persons as the Pension Committee may select, shall value each Investment
Fund and each Account at fair market value as of each Valuation Date.


8.10                           Allocation
to Individual Accounts.  The Accounts
of each Participant shall be adjusted as of each Valuation Date by
(a) reducing such Accounts by any payments made therefrom since the
preceding Valuation Date, and then (b) increasing or reducing such Account











by
the Participant’s allocable share of the net amount of income, gains and losses
(realized and unrealized) and expenses of such applicable Investment Fund since
the preceding Valuation Date, and (c) crediting such Accounts with any
contributions made thereto since the preceding Valuation Date.


8.11                           Accounts
Pending Distribution.  Unless the
Pension Committee expressly provides for the crediting of investment results up
to the Participant’s Benefit Commencement Date (and then only if practicable
under any investment contract or other relevant funding vehicle where a
distribution is to be made as of a particular Valuation Date), there shall be
no adjustment in the amount to be distributed by reason of the passage of time
or investment experience of the Participants’ Accounts between the Valuation
Date as of which the amount of such distribution is determined and the
Participant’s Benefit Commencement Date. 
Therefore, the balance in the Account of any Participant ordinarily
shall not be adjusted to reflect interest, dividends, investment gains or
losses or general expenses of the Trust relating to the period prior to the
Benefit Commencement Date and subsequent to the applicable Valuation Date.











ARTICLE IX


VESTING


9.01                           Full
and Immediate Vesting.  A
Participant, at all times, shall have a fully (100%) vested and nonforfeitable
interest in the balance of his Salary Deferral Account and, if applicable, his
After-Tax Account and his Rollover Account.


9.02                           Vesting
of Matching Contributions and Optional Employer Contributions.  A Participant’s interest in his Matching
Contribution Account and Optional Employer Contribution Account shall vest
based on his completed Vesting Service in accordance with the following
schedule:


	
  Completed Years of Service/

  Years of Vesting Service

  	
   

  	
  Vested Percentage

  	
   

  
	
  Less than 2

  	
   

  	
   

  	
  0

  	
  %

  
	
  2 but less than 3

  	
   

  	
   

  	
  50

  	
  %

  
	
  3 or more

  	
   

  	
   

  	
  100

  	
  %

  



 


Notwithstanding
the foregoing, a Participant will become fully (100%) vested upon (a) his
attainment of Normal Retirement Age while in the employ of an Employer or an
Affiliated Company, (b) his death prior to his Benefit Commencement Date
while in the employ of the Employer or an Affiliated Company, or (c) his
termination of employment with an Employer or an Affiliated Company on account
of his Total Disability.  The vested
percentage of a Participant who was a Participant in the Plan immediately prior
to August 1, 1998 shall in no event be less than his vested percentage
determined in accordance with the terms of the Plan in effect as of such date.


If a distribution
is made from the vested portion of a Participant’s Matching Contribution
Account or Optional Employer Contribution Account at a time when the
Participant











has
a nonforfeitable right to less than one hundred percent (100%) of such Accounts
and the Participant may increase his vested percentage in such Accounts, then a
separate subaccount will be established for the Participant’s interest in such
Accounts as of the time of distribution. 
At any relevant time after distribution, the Participant’s vested
interest in the separate subaccount will be equal to a dollar amount (“X”)
determined by the formula:


X = P (AB + (R x
D)) - (R x D)


where P is the vested
percentage at the relevant time, AB is the value of the account balance at the
relevant time, D is the amount of the distribution, and R is the ratio of the
account balance at the relevant time to the account balance after the distribution.  A separate subaccount need not be established
if the account balances in the Participant’s Account are maintained under a
method that has the same effect.


Notwithstanding
anything herein to the contrary, to the extent necessary to maintain the Plan
in compliance with the nondiscrimination rules of Section 401(a)(4) of the
Code or other applicable law, any matching contribution within the meaning of
Section 401(m) of the Code (including any such Matching Contributions and
Optional Employer Contributions), with income thereon, shall be forfeited if
the contribution to which it relates is treated as an excess contribution,
excess Annual Addition, excess aggregate contribution or excess deferral in
applying the limitations of Sections 4.04, 6.05, 7.05 or 7.06.


9.03                           Forfeiture
of Nonvested Amounts.  If upon
ceasing to be an Active Participant, a Participant receives a distribution of
his entire vested interest under the Plan, the nonvested portion of such
Participant’s Account shall be forfeited as of the time the distribution is
made.  If upon ceasing to be an Active
Participant, a Participant does not receive a distribution of his entire vested
interest under the Plan, the nonvested portion of such Participant’s Account











shall
be forfeited as of the time such Participant incurs a Break in Service.  Amounts forfeited in accordance with this
Section 9.03 shall be applied in the manner prescribed in
Section 6.04, subject to the restoration rules of Sections 4.01(d) and
5.02.


9.04                           Amendments
to the Vesting Schedule.


(a)                                  If
the vesting schedule under this Plan is amended, each Participant who has
performed service for the Employer or an Affiliated Company in at least
three (3) calendar years may elect, during the election period specified
in this Section 9.04, to have the vested percentage of his Account
determined without regard to such amendment.


(b)                                 For
the purposes of this Section 9.04, the election period shall begin as of
the date on which the amendment changing the vesting schedule is adopted, and
shall end on the latest of the following dates:


(i)                                     the
date occurring sixty (60) days after the Plan amendment is adopted; or


(ii)                                  the
date which is sixty (60) days after the day on which the Plan amendment
becomes effective; or


(iii)                               the
date which is sixty (60) days after the day the Participant is issued
written notice of the Plan amendment by the Pension Committee or by the
Employer; or


(iv)                              such
later date as may be specified by the Pension Committee.


The election
provided for in this Section 9.04 shall be made in writing and shall be
irrevocable when made.











ARTICLE X


BENEFIT DISTRIBUTIONS


10.01                     Normal
Retirement and Disability Benefits. 
The Plan benefit of a Participant who terminates employment with the
Employer on account of his retirement on or after his Normal Retirement Date or
on account of his Total Disability shall be equal to one hundred percent (100%)
of the balance of his Account, determined as of the Valuation Date coincident
with or next following such retirement or termination of employment.  Such benefit shall be payable to the
Participant in the form described in Section 10.10 as soon as practicable
after such Valuation Date; provided, however, that effective
January 1, 1998, in the case of a Participant whose vested Account balance
exceeds $5,000 or such greater amount as may be specified under Section 411 of
the Code or any successor provision thereto or regulations thereunder, no
distribution shall be made prior to his Required Distribution Date without the
consent of such Participant (such consent to be furnished in the manner
described in Section 10.03).  A
Participant who is entitled to a benefit in excess of $5,000 (or such greater
amount) under this Section 10.01 before his Normal Retirement Date may
elect to defer distribution of his benefit (but in no event beyond his Required
Beginning Date), in which case the balance of his Account shall be determined
as of the Valuation Date immediately preceding his Benefit Commencement
Date.  If a Participant continues in
employment beyond the Required Beginning Date as set forth in
Section 10.08, his Account balance shall be distributed in accordance with
the provisions of that Section.


10.02                     Death
Benefits.  In the event of a
Participant’s death prior to his Benefit Commencement Date, his Beneficiary
shall be entitled to receive a death benefit equal to the Participant’s vested
percentage of the balance of his Account, determined under Section 9.02 as











of
the Valuation Date coincident with or next following his date of death.  Such death benefit shall be payable to the
Participant’s Beneficiary in the form described in Section 10.10 as soon
as practicable after such Valuation Date; provided, that if such benefit is
paid pursuant to Section 10.10(c) or (d), the spouse may defer receipt of such
death benefit to the date the Participant would have attained his Required
Beginning Date.


10.03                     Benefits
Upon Termination of Employment.  The
Plan benefit payable to a Participant upon such Participant’s termination from
employment with the Employer (and all Affiliated Companies) for reasons other
than those specified in Sections 10.01 and 10.02, shall be equal to the vested
percentage of the balance of his Account, determined under Section 9.02 as
of the Valuation Date coincident with or next following such termination of
employment.  Such benefit shall be
payable to the Participant in the form described in Section 10.10 as soon
as practicable after such Valuation Date; provided,  however, that
effective January 1, 1998 in the case of a Participant whose vested Account
balance exceeds $5,000 or such greater amount as may be specified under Section
411 of the Code or any successor provision thereto or regulations thereunder,
no distribution shall be made prior to his Required Beginning Date without the
consent of such Participant.  Each
Participant who is entitled to a benefit in excess of $5,000 (or such greater
amount) under this Section 10.03 shall be notified of his right to defer
receipt of such benefit, but not beyond his Required Beginning Date, in which
case the balance of his Account shall be determined as of the Valuation Date
immediately preceding his Benefit Commencement Date.  A Participant’s election to commence payment
prior to the date he attains his Required Beginning Date must be made within
the 90-day period ending on his Benefit Commencement Date and in no event
earlier than the date the Pension Committee provides the Participant with
written information relating to his right to defer payment until his Required











Beginning
Date and his right to make a direct rollover as set forth in
Section 10.12.  Such information
must be supplied not less than 30 days nor more than 90 days prior to his
Benefit Commencement Date.  Notwithstanding
the preceding sentence, benefit payment may occur less than 30 days after such
information has been supplied to the Participant provided that, after the
Participant has received such information and has been advised of his right to
a 30-day period to make a decision regarding the distribution, the Participant
affirmatively elects a distribution.  In
no event shall a distribution be made on account of termination of employment
unless the Participant has separated from service (within the meaning of
Section 401(k)(2)(B) of the Code) with the Employer and all Affiliated
Companies.


10.04                     Limitation
on Commencement of Benefits.  Unless
the Participant otherwise elects, he shall begin to receive his benefits no
later than the 60th day after the close of the Plan Year in which
the latest of the following events occurs:


(a)                                  the
attainment by the Participant of Normal Retirement Age;


(b)                                 the
tenth anniversary of the year in which the Participant commenced participation;
or


(c)                                  the
Participant’s termination from employment.


If the amount
payable within such 60-day period cannot be determined within such period or of
it is not possible to pay such benefits within such period because the Pension
Committee has been unable to locate the Participant or Beneficiary after making
reasonable efforts to do so, then a payment, retroactive to such 60th day, shall be made no later than 60 days after
the earliest date on which the Participant or Beneficiary is located, as the
case may be.  To the extent permitted
under applicable law, any amount that remains unpaid because the Pension
Committee has been unable to locate a Participant or Beneficiary shall be
forfeited upon the











expiration
of such 60-day period and may be applied to reduce Company and Affiliate
Company contributions hereunder; provided, that any such forfeiture shall be
reinstated if a claim subsequently is made by the Participant or Beneficiary.


10.05                     In-Service
Distributions.  Subject to the
provisions of Section 10.06, a Participant may make withdrawals from his
Account while he is employed by an Employer or an Affiliated Company, as follows:


(a)                                  After-Tax
Account.  A Participant may make a
lump sum withdrawal of all or any portion of the balance of (i) Subaccount A of
his After-Tax Account, provided that in the event Subaccount A of a Participant’s
After-Tax Account is reduced by the withdrawals provided for in this
Subparagraph to less than the amount of After-Tax Employee Contributions
allocated to his Subaccount A with respect to the two preceding Plan Years,
such Participant shall be suspended from making any After-Tax Employee Contributions
to the Plan for a period of six months after the date his Subaccount A is so
reduced and (ii) Subaccount B of his After-Tax Account whether or not the
related After-Tax Employee Contributions were allocated to such Subaccount B
with respect to the two preceding Plan Years.


(b)                                 Salary
Deferral Account.  A Participant may
make a lump sum withdrawal of all or any portion of his Salary Deferral Account
upon the attainment of age 591⁄2.


(c)                                  Rollover
Account.  A Participant may make a
lump sum withdrawal of all or any portion of his Rollover Account.


(d)                                 Hardship
Withdrawals.  If the Pension
Committee determines, on a uniform, nondiscriminatory basis, and on the basis
of all relevant facts and circumstances, that a requested withdrawal is on
account of an immediate and heavy financial need of the Participant, and the
withdrawal is necessary to satisfy such financial need, and the Participant has
already











made
all permissible withdrawals pursuant to Section 10.05(a), then the Pension
Committee may permit the Participant to make a lump sum hardship withdrawal
from his Salary Deferral Account, Matching Contribution Account, Optional
Employer Contribution Account and Rollover Account.  Such hardship withdrawal shall in no event
exceed the distributable amount, reduced by the amount of previous
distributions on account of hardship. 
For purposes of the preceding sentence, the term “distributable amount”
shall mean the sum of (i) the amount standing to his credit in his Salary
Deferral Account as of December 31, 1988, (ii) Salary Deferrals (but
not earnings thereon) allocated to his Salary Deferral Account after
December 31, 1988, (iii) the vested portion of the amount standing to
his credit in his Matching Contribution Account and Optional Contribution
Accounts, and (iv) any amount standing to his credit in his Rollover
Account.  Withdrawals pursuant to this
Section 10.05(b) shall be subject to the following additional rules:


(A)                              A
distribution will be treated as on account of an immediate and heavy financial
need of a Participant when the distribution is on account of:


(1)                                  expenses
for medical care described in Section 213(d) of the Code incurred by the
Participant, the Participant’s spouse, or any dependents of the Participant (as
defined in Section 152 of the Code) or necessary for these persons to
obtain medical care described in Section 213(d) of the Code;


(2)                                  costs
directly related to the purchase (excluding mortgage payments) of a principal
residence for the Participant;


(3)                                  payment
of tuition, related educational fees, and room and board expenses for the next
twelve (12) months of post-secondary education for











the Participant, his
spouse, children or dependents (as defined in Section 152 of the Code);


(4)                                  payments
necessary to prevent the eviction of the Participant from his principal
residence or foreclosure on the mortgage of the employee’s principal residence;


(5)                                  any
other immediate and heavy financial need of the Participant approved by the
Pension Committee.


(B)                                If
a Participant applies to the Pension Committee for a financial hardship
withdrawal, the Pension Committee shall request the Participant to furnish
evidence of the financial hardship and of the monetary amounts reasonably
necessary to relieve the financial hardship and to furnish evidence that he does
not have any other financial resources reasonably available to him, other than
amount in his Salary Deferral Account, which he can use to meet the financial
hardship.  For purposes of this Section,
assets of the Participant’s spouse and minor children that are reasonably
available to him on the basis of all the relevant facts and circumstances shall
be considered financial resources reasonably available to the Participant.  The Pension Committee shall not approve any
withdrawal from a Participant’s Salary Deferral Account unless the Participant
has already withdrawn all available amounts in his other accounts under the
Plan in order to meet his financial hardship and has represented in writing
that he cannot satisfy his financial need: (1) through reimbursement or
compensation by insurance or otherwise; (2) reasonable liquidation of his
assets; (3) by ceasing Participant contributions to the Plan; (4) by borrowing
from commercial lenders on reasonable commercial terms; or (5) by borrowing
from the Plan or obtaining a distribution or loan from other plans











maintained by the Company
or any other employer without in itself causing an immediate and heavy
financial need.  Any determination of the
Pension Committee to approve or not to approve a withdrawal from a Participant’s
Salary Deferral Account shall be conclusive and binding on the Participant and
all other parties having an interest in the Plan.


(e)                                  Matching
Contribution Account and Optional Employer Contribution Account.  A Participant may at any time elect to
withdraw all or any portion of his Matching Contribution Account and/or
Optional Employer Contribution Account that is both vested and attributable to
Matching Contributions and/or Optional Employer Contributions; provided that
such Matching or Optional Employer Contributions were not aggregated with the
Participant’s Salary Deferrals for purposes of Actual Deferral Percentage test
and provided that in the case of a Participant who has not participated in the
Plan for at least five (5) years and who has not attained Normal Retirement
Age, such amount shall not include any amounts that were allocated to the
Participant’s Matching Contribution Account and/or Optional Employer
Contribution Account during the two preceding Plan Years.


10.06                     Rules and
Regulations Regarding In-Service Distributions.  In-Service Distributions pursuant to
Section 10.05 shall be subject to the following additional rules and
restrictions:


(a)                                  All
in-service withdrawals shall be made by filing a written request with the
Pension Committee on such form as the Pension Committee may prescribe at least
thirty (30) days in advance (or at such other times as the Pension Committee
may prescribe) and shall be subject to the provision by the Pension Committee
of the information described in Section 10.03 as well as the consent of
the Participant described in Section 10.03.  Except as otherwise permitted by the Pension
Committee, a withdrawal shall be effective as of the first Valuation











Date
which occurs after the date such written request is approved by the Pension
Committee, and payment of the amount withdrawn shall be made as soon as
practicable thereafter.  Hardship
Withdrawals may, to the extent the Pension Committee determines necessary, be
made effective and paid out sooner and shall be based on such Participant’s
Account balance as of the most recent Valuation Date in such manner as the
Pension Committee shall provide. 
Notwithstanding the foregoing, effective as of the Effective Date, all
in-service withdrawals shall be requested using the procedures designated by
the Pension Committee on a uniform and non-discriminatory basis.


(b)                                 All
withdrawals shall be paid in a lump-sum cash payment.


(c)                                  All
withdrawals shall be deemed to be made from the Investment Funds in which the
affected Accounts of the Participant are then invested as elected by the
Participant.


10.07                     Beneficiary
Designation Right.


(a)                                  Spouse
as Beneficiary.  The Beneficiary of
the death benefit shall be the Participant’s spouse; provided, however,
that the Participant may designate a Beneficiary other than his spouse if:


(i)                                     the
spouse has waived his or her right to be the Participant’s Beneficiary in
accordance with Section 10.07(c), or


(ii)                                  the
Participant has no spouse, or


(iii)                               the
Pension Committee, in accordance with Internal Revenue Service guidelines,
determines that the spousal consent is not required because the spouse cannot
be located or because of other reasons specified in Treasury regulations.


In such event, the
designation of a Beneficiary shall be made on a form satisfactory to the
Pension Committee.  A Participant may at
any time revoke his designation of a











Beneficiary
or change his Beneficiary by filing written notice of such revocation or change
with the Pension Committee.  However, the
Participant’s spouse must again consent in writing to any such change or
revocation, unless the consent of the spouse expressly permits designations by
the Participant without any requirement of further consent by the spouse.  The determination of a Participant’s marital
status shall be made as of the earlier of his Benefit Commencement Date or the
date of his death.


(b)                                 Beneficiary
Designation Right.  Each unmarried
Participant and each married Participant whose spouse has consented to
designation of persons or entities other than such spouse as Beneficiaries in
accordance with the provisions of Subsection (a) hereof, shall have the
right to designate one or more primary and one or more secondary Beneficiaries
to receive any benefit becoming payable upon the Participant’s death.  All beneficiary designations shall be in
writing in form satisfactory to the Pension Committee.  Each Participant shall be entitled to change
his Beneficiaries at any time and from time to time.


In the event that
the Participant fails to designate a Beneficiary to receive a benefit that
becomes payable pursuant to the provisions of this Article, or in the event
that the Participant is predeceased by all designated primary and secondary
Beneficiaries, the death benefit shall be payable to the Participant’s
surviving spouse or, if none, the Participant’s estate.


(c)                                  Form
and Content of Spouse’s Consent.  A
spouse may consent to the designation of one or more Beneficiaries other than
such spouse provided that such consent shall be in writing, must acknowledge
the effect of such consent, and shall be witnessed by a Plan representative
designated by the Pension Committee or a notary public.  Such spouse’s consent shall be irrevocable,
unless expressly made revocable.















10.08  Required Distribution Dates.  (a) Prior to years beginning on or after
January 1, 1997, anything contained in this Article X to the contrary
notwithstanding, the Benefit Commencement Date for any Participant shall not be
later than the April 1st of the calendar
year next following the calendar year in which he attains age 701⁄2, unless a
later “Required Beginning Date” is permitted under Section 401(a)(9) of
the Code and the regulations thereunder. 
If a Participant continues in employment beyond the Required Beginning
Date described in the preceding sentence, and does not make a timely election
pursuant to the following sentence, then his Account balance shall be
distributed in a single sum no later than such Required Beginning Date, and
subsequent distributions of the Account balance shall be made to the
Participant in a single sum as of the last day of each succeeding Plan
Year.  In lieu of the form of
distribution described in the preceding sentence, a Participant who continues
in employment beyond the Required Beginning Date may elect (subject to spousal
consent, if applicable) to receive each year (commencing no later than his
Required Beginning Date) the portion of his Account balance equal to the
minimum required distribution determined in any manner permissible under
Section 401(a)(9) of the Code and the regulations thereunder; provided
that such election shall be allowable only to the extent permissible under
Section 401(a)(4) of the Code; and further provided that such election
shall be made in such manner as the Pension Committee shall prescribe at least
thirty (30) days prior to the Participant’s Required Beginning Date.


(b)                                 Effective
with respect to years commencing on or after January 1, 1997, the “Required
Beginning Date” for any Participant shall be (i) with respect to any
Participant who is not a Five-percent Owner, April 1  following the later of (A) the calendar
year in which the Participant attains age 701⁄2, or (B) the calendar year in
which the Participant retires; or (ii) with respect to any Participant who is a
Five-percent Owner, April 1 following the later of (A) the











calendar year in which the Participant attains age 701⁄2
or (B) the earlier of (1) the calendar year with or within which ends the Plan
Year in which the Participant becomes a Five-percent Owner or (2) the calendar
year in which the Participant retires.


(c)                                  All
distributions under the Plan shall otherwise comply with the requirements of
Section 401(a)(9) of the Code and the regulations thereunder, including
the incidental death benefit rules set forth in Treas. Reg.
Section 1.401(a)(9)-2.


(d)                                 With
respect to distributions under the Plan made for calendar years beginning on or
after January 1, 2002, the Plan will apply the minimum distribution
requirements of Section 401(a)(9) of the Code in accordance with the
regulations under Section 401(a)(9) of the Code that were proposed on January
17, 2001, notwithstanding any provision of the Plan to the contrary.  This amendment shall continue in effect until
the end of the last calendar year beginning before the effective date of final
regulations under Section 401(a)(9) of the Code or such other date as may be
specified in guidance published by the Internal Revenue Service.


10.09                     Domestic Relations Orders.


(a)                                  Effect
of QDROs.  All benefits provided
under this Plan are subject to the provisions of any QDRO in effect with
respect to the Participant at the Participant’s Benefit Commencement Date, and
are subject to diminution thereby.


(b)                                 Determination
of QDRO Status.  Upon receipt of notification
of any judgment, decree or order (including approval of a property settlement
agreement) which relates to the provision of child support, alimony payments,
or marital property rights of a spouse, former spouse, child, or other
dependent of a Participant and which is made pursuant to a state domestic
relations law (including a community property law) (herein referred to as a “domestic
relations order”), the Pension Committee shall (i) notify the Participant
and any prospective











Alternate Payee named in
the order of the receipt and date of receipt of such domestic relations order
and of the Plan’s procedures for determining the status of the domestic
relations order as a QDRO, and (ii) within a reasonable period after
receipt of such order, determine whether it constitutes a QDRO.


(c)                                  Determination
Period.  During any period in which
the issue of whether a domestic relations order is a QDRO is being determined
(by the Pension Committee, by a court of competent jurisdiction, or otherwise),
the Pension Committee shall segregate in a separate account in the Plan or in
an escrow account held by a Trustee the amounts, if any, which would have been
payable to the Alternate Payee during such period if the order had been
determined to constitute a QDRO, provided that, if no payments would otherwise
be made under the Plan to the Alternate Payee or to the Participant or a
Beneficiary of the Participant while the status of the order as a QDRO is being
determined, no segregation into a separate or escrow account shall be
required.  If a domestic relations order
is determined to be a QDRO within eighteen (18) months of the date of its
receipt by the Pension Committee (or from the beginning of any other period
during which the issue of its being a QDRO is being determined by the Pension
Committee), the Pension Committee shall cause to be paid to the persons
entitled thereto the amounts, if any, held in the separate or escrow account
referred to above.  If a domestic
relations order is determined not to be a QDRO, or if the status of the
domestic relations order as a QDRO is not finally resolved within such
eighteen (18) month period, the Pension Committee shall cause the separate
or escrow account balance, with interest thereon, to be returned to the
participant’s credit, or to be paid to the person or persons to whom such
amount would have been paid if there had been no such domestic relations order,
whichever is appropriate.  Any subsequent
determination that such domestic relations order is a QDRO shall be prospective
in effect only.











(d)                                 Provisions
Relating to Alternate Payees.


(i)                                     Benefits
payable to an Alternate Payee shall not continue beyond the lifetime of the
Alternate Payee.  In particular, no
Alternate Payee shall have the right with respect to any benefit payable by
reason of a QDRO to (A) designate a beneficiary with respect to amounts
becoming payable under the Plan, (B) elect a method of benefit
distribution providing for benefits continuing beyond the Alternate Payee’s
lifetime, (C) provide survivorship benefits to a spouse or dependent of
such Alternate Payee or to any other person, spouse, dependent or other person,
or (D) transfer rights under the QDRO by will or by state law of
intestacy.


(ii)                                  None
of the payments, benefits or rights of any Alternate Payee shall be subject to
any claim of any creditor, and, in particular, to the fullest extent permitted
by law, all such payments, benefits and rights shall be free from attachment,
garnishment, trustee’s process, or any other legal or equitable process available
to any creditor of such Alternate Payee. 
No Alternate Payee shall have the right to alienate, anticipate,
commute, pledge, encumber or assign any of the benefits or payments which he
may expect to receive, contingently or otherwise, under the Plan.


(iii)                               Alternate
Payees shall not have any right to (A) borrow money under any Participant
loan provisions under the Plan, (B) exercise any Participant investment
direction rights or privileges under the Plan, (C) exercise any other
election, privilege, option or direction rights of the Participant under the
Plan except as specifically provided in the QDRO, or (D) receive
communications with respect to the Plan except as specifically provided by law,
regulation or the QDRO.











(iv)                              Each
Alternate Payee shall advise the Pension Committee in writing of each change of
his name, address or marital status, and of each change in the provisions of
the QDRO or of any circumstance set forth therein which may be material to the
Alternate Payee’s entitlement to benefits thereunder or the amount
thereof.  Until such written notice has
been provided to the Pension Committee, the Pension Committee shall be
(A) fully protected in not complying with, and in conducting the affairs of
the Plan in a manner inconsistent with, the information set forth in such
notice, and (B) required to act with respect to such notice prospectively
only, and then only to the extent provided for in the QDRO.  The Pension Committee shall not be required to
modify or reverse any payment, transaction or application of funds occurring
before the receipt of any notice that would have affected such payment,
transaction or application of funds, nor shall the Pension Committee or any
other party be liable for any such payment, transaction or application of funds.


(v)                                 Except
as specifically provided for in the QDRO, an Alternate Payee shall have no
right to interfere with the exercise by the Participant or by any Beneficiary
of their respective rights, privileges and obligations under the Plan.


10.10                     Form of Benefit Payment.


(a)                                  Except
as otherwise provided herein, all benefits payable under the Plan shall be paid
in the form of a single-sum cash distribution. 
Except as provided in Section 10.07 hereof, no spousal consent shall be
required in the case of a Participant who does not elect an annuity form of
payment.


(b)                                 In
lieu of a single sum benefit, a Participant whose vested Account balance
exceeds $5,000 or such greater amount as may be specified under Section 411 of
the Code, or











any successor provision
thereto or regulations thereunder, may elect to direct the Pension Committee to
(i) distribute his Account in the form of installment payments, or (ii) apply
his Account balance toward the purchase of an annuity contract from a legal
reserve life insurance company.  Any such
election must be made during the applicable election period on such form as the
Pension Committee shall prescribe.  The “applicable
election period” referred to in the preceding sentence shall mean the 90-day
period ending on the Benefit Commencement Date.


(c)                                  If
a Participant timely makes an election pursuant to Subsection (b) to have his
Account distributed in the form of installments, his Account balance shall be
distributed in a series of annual cash installments, approximately equal in
amount, over a period not to exceed ten years in duration.  Upon the Participant’s death after
installments have commenced to be paid to him, any installments remaining to be
paid shall be paid to the Participant’s Beneficiary.  If the Participant’s Beneficiary elects
installments, the period over which the installments are to be payable may not
exceed the Beneficiary’s life expectancy, determined as of the date payment
commences if the Beneficiary is not the Participant’s surviving spouse or
redetermined annually if the Beneficiary is the Participant’s surviving spouse,
and in no event will payment of the installments begin to be made to a
Beneficiary who is not the Participant’s surviving spouse later than one (1)
year after the date of the Participant’s death or to a Beneficiary who is the
Participant’s surviving spouse later than the Participant’s Required Beginning
Date.


(d)                                 If
a Participant timely makes an election pursuant to Subsection (b) to have
his Account paid in the form of an annuity, his Account balance shall be
applied toward the purchase of an annuity benefit which is actuarially
equivalent to the single sum benefit payable under Subsection (a);
provided, however, that if such Participant is married and dies after making











the election but before
the Benefit Commencement Date, his Account balance shall be payable to his
surviving spouse in accordance with Section 10.02.  Such annuity benefit shall provide for
payment in one of the following forms, as elected by the Participant (subject
to the spousal consent rules set forth below)


(i)                                     a
Qualified Joint and Survivor Annuity,


(ii)                                  a
straight life annuity payable over the Participant’s lifetime, or


(iii)                               an
annuity for five (5), ten (10) or fifteen (15) years certain (with benefits
payable after the Participant’s death to his Beneficiary for the remainder of
the period certain) and thereafter for the Participant’s lifetime, provided
that the period certain shall not exceed the Participant’s life expectancy at
his annuity starting date.


(e)                                  If
a Participant timely elects an annuity form of payment pursuant to
Subsection (b), and such Participant is married at the time the election
is made, his Account balance shall be applied toward the purchase of a
Qualified Joint and Survivor Annuity unless his spouse waives the Qualified
Joint and Survivor Annuity during the applicable election period.  The spouse’s waiver must be in writing, must
acknowledge the effect of such election and must be witnessed by a Plan
representative designated by the Pension Committee or a notary public.  The spouse’s waiver must designate a specific
Beneficiary (if any) and a specific form of benefit which may not be changed
without the consent of the spouse unless the consent of the spouse expressly
permits designations by the Participant without any requirement of further
consent by the spouse.  No spousal
consent shall be required if the Pension Committee, in accordance with Treasury
guidelines, determines that spousal consent cannot be obtained because the
spouse cannot be located or because of other reasons specified in Treasury
regulations.  Any spousal consent under
this provision shall be valid only with respect to the spouse who signs the
consent











(or if no spousal consent
is required, the designated spouse), but shall be irrevocable once made unless
expressly made revocable.  A waiver of
the Qualified Joint and Survivor Annuity may be revoked by the Participant in
writing without the consent of his spouse at any time during the applicable
election period.  Any subsequent election
by the Participant to waive the Qualified Joint and Survivor Annuity in favor
of an alternative annuity form of benefit must comply with the requirements of
this Section.


(f)                                    In
lieu of a single sum benefit, the Beneficiary of a Participant who is entitled
to a death benefit in excess of $5,000 (or such greater amount as may be
provided in Section 411 of the Code or any successor provision thereto or
regulations thereunder) pursuant to Section 10.02 may elect to direct the
Pension Committee to apply such benefit toward the purchase of an actuarially
equivalent straight life annuity (payable over the Beneficiary’s lifetime) from
a legal reserve life insurance company. 
Any such election must be made before the Benefit Commencement Date on
such form as the Pension Committee shall prescribe.


(g)                                 For
purposes of this Section, a former spouse will be treated as the spouse to the
extent provided under a qualified domestic relations order as described in
Section 414(p) of the Code.


(h)                                 The
Pension Committee shall provide each Participant described in
Subsection (b), within a reasonable period prior to the Benefit
Commencement Date, with a written explanation of (i) the terms and
conditions of a Qualified Joint and Survivor Annuity, (ii) the Participant’s
right to make, and the effect of making an election to waive the Qualified
Joint and Survivor Annuity, (iii) the rights of the Participant’s spouse,
and (iv) the right to make and the effect of a revocation of a previous
election to waive the Qualified Joint and Survivor Annuity.











(i)                                     A
Qualified Joint and Survivor Annuity shall mean an annuity for the life of a
Participant with a survivor annuity for the life of his spouse equal to fifty
percent (50%) of the amount of the annuity payable during the joint lives of
the Participant and his spouse.  If a
Participant so elects, the periodic benefit payable to the surviving spouse may
be seventy five percent (75%) or one hundred percent (100%) of the periodic
benefit payable to the Participant during his lifetime.


(j)                                     For
purposes of determining actuarial equivalence, reference shall be made to the
UP-84 Mortality Table and the interest rate(s) which would be used by the
Pension Benefit Guaranty Corporation for purposes of determining the present
value of a Participant’s benefits under a defined benefit plan if such a plan
had terminated as of the first day of the Plan Year in which distribution
commences.


10.11                     Post-Distribution
Credits.  In the event that, after
the payment of a single-sum distribution under this Plan (other than an
in-service benefit distribution), there shall remain in the Participant’s
Account any funds, or any funds shall be subsequently credited to such Account,
such additional funds, to the extent vested, shall be paid to the Participant
or applied for the Participant’s Account as promptly as practicable.


10.12                     Optional
Direct Rollover.  Effective
January 1, 1993, in the event any payment or payments to be made under the
Plan to a Participant, a Beneficiary who is the surviving spouse of a Participant,
or an Alternate Payee who is the spouse or former spouse of a Participant would
constitute an “eligible rollover distribution,” such individual may request
that such payment or payments be transferred directly from the Plan to the
trustee of (a) an individual retirement account described in
Section 408(a) of the Code, (b) an individual retirement annuity
described in Section 408(b) of the Code (other than an endowment
contract), (c) an annuity plan











described in Section 403(a) of the Code, or
(d) a qualified retirement plan the terms of which permit the acceptance
of rollover distributions; provided, however, that Clauses (c)
and (d) shall not apply with respect to an eligible rollover distribution
made to a Beneficiary who is the surviving spouse of a Participant or an
Alternate Payee who is the former spouse of a Participant.  Any such request shall be made in writing, on
the form prescribed by the Pension Committee for such purpose, at such time in
advance as the Pension Committee may specify.


For purposes
of this Section 10.12, “eligible rollover distribution” shall mean a
distribution from the Plan, excluding (a) any distribution that is one of
a series of substantially equal periodic payments (not less frequently than
annually) over the life (or life expectancy) of the individual, the joint lives
(or joint life expectancies) of the individual and the individual’s designated
Beneficiary, for a specified period of ten (10) or more years,
(b) any distribution to the extent such distribution is required under
Section 401(a)(9) of the Code, (c) any distribution to the extent
such distribution is not included in gross income, and (d) any hardship
distribution within the meaning of Section 401(k)(2)(B)(i)(IV) of the Code.


10.13                     Certain
Involuntary Cashouts. 
Notwithstanding anything herein to the contrary, in the case of a
Participant who has terminated employment and whose Account is $5,000 or less,
such Account may de distributed to the Participant on a uniform and nondiscriminatory
basis on or after March 22, 1999 even though such Account exceeded the
limitation set forth in Section 411(a)(11) of the Code at the time of a prior
distribution, subject to the restrictions of Section 411(a)(11) of the Code and
the related regulations prohibiting the acceleration of benefits that are paid
in certain annuity forms.











ARTICLE XI


PARTICIPANT LOANS


11.01                     In General.


(a)                                  Permissibility.  Loans to Participants who are parties in
interest shall be allowed if, and only if, the Pension Committee in its sole
discretion determines that such loans are to be made.  The Pension Committee shall have the right to
require any applicant for a Participant loan to secure the written consent of
any party for whose benefit there exists a QDRO in respect to the Participant’s
interest under the Plan.  No more than
three loans, each made in a different Plan Year, shall be permitted for each
Participant.  A Participant may have only
one outstanding loan used to acquire the Participant’s primary residence.


(b)                                 Application.  Subject to such uniform and nondiscriminatory
rules as may from time to time be adopted by the Pension Committee, the
Trustees, upon application by such Participant on forms or by other methods
approved by the Pension Committee, may make a loan or loans to such applicant.


(c)                                  Limitation
on Amount.  Loans shall be
permissible only from a Participant’s Salary Deferral Account, After-Tax
Account, Rollover Account and the vested portion of the Participant’s Matching
Contribution Account and Optional Employer Contribution Account.  In no event shall any loan (when added to the
outstanding balance of all loans to the Participant) exceed the lesser of
(i) fifty percent (50%) of the balance credited to such Participant’s
vested Account or (ii) $50,000, less the excess (if any) of the highest
outstanding balance of all loans during the twelve (12) months prior to the
time the new loan is to be made over the outstanding balance of loans from the
Plan on the date on which such loan was made.











Loans under any other
qualified plan sponsored by the Employer shall be aggregated with loans under
the Plan in determining whether or not the limitation stated herein has been
exceeded.


(d)                                 Equality
of Borrowing Opportunity.  Loans
shall be available to all Participants who are parties in interest (as defined
in ERISA) on a reasonably equivalent basis; provided, however, that (i) no
loan shall be made if the Participant cannot qualify for a minimum loan of at
least $1,000 and (ii) the Pension Committee may make reasonable
distinctions among prospective borrowers on the basis of credit
worthiness.  Loans shall not be made
available to Participants who are or were Highly Compensated Employees in an
amount (when calculated as a percentage of the borrower’s vested interest under
the Plan) greater than the amount (similarly calculated) available to other
Participants.


11.02                     Loans as Investments of the
Trust.  All loans shall be considered
as fixed income investments of a segregated account of the Trust directed by
the borrower.  Accordingly, the following
conditions shall prevail with respect to each such loan:


(a)                                  Security.  All loans shall be secured by the pledge of
one-half (1⁄2) of the Participant’s entire interest in the Trust, and by the
pledge of such further collateral as the Pension Committee, in its discretion,
deems necessary to assure repayment of the borrowed amount and all interest to
be accrued thereon in accordance with the terms of the loan.


(b)                                 Interest
Rate.  Interest shall be charged at a
rate to be fixed by the Pension Committee and, in determining the interest
rate, the Pension Committee shall take into consideration interest rates
currently being charged on similar commercial loans by persons in the business
of lending money.  Interest shall be credited
to the Investment Funds in the same manner as the Participant directs for his
current Plan contributions.











(c)                                  Loan
Term.  Loans shall be for terms not
to exceed five (5) years, except that after December 1, 1989, loans
taken for the purpose of acquiring any dwelling unit which is to be used as a
principal residence of the Participant may be for periods of up to
ten (10) years.  Loans shall be
non-renewable and non-extendible.


(d)                                 Investment
Funds.  Loans shall be made in the
following order from the separate accounts comprising a Participant’s
Account:  After-Tax Account, Rollover
Account, Matching Contribution Account, Optional Employer Contribution Account,
and Salary Deferral Account.


(e)                                  Default
and Remedies.  If (i) not paid as and
when due under the terms of the promissory note, (ii) proceedings in
bankruptcy, receivership or insolvency by or against the borrowing Participant
commence, (iii) the Participant terminates his employment with the Company and
each Affiliated Company (other than pursuant to an unpaid leave of absence or
Total Disability, if no distribution is made to the Participant under Section
10.01 hereof in conjunction with such Total Disability), or (iv) any assignment
by the borrowing Participant for the benefit of his creditors of any collateral
for the loan (other than an assignment pursuant to a valid levy by the Internal
Revenue Service) occurs, any such outstanding loan or loans may be deducted
from any benefit which is or becomes payable to the borrower or his
Beneficiary, and any other security pledged shall be sold by the Trustee, at
the direction of the Pension Committee at public or private sale as soon as is
practicable after such default.  The
proceeds of any sale shall first be applied to pay the expenses of conducting the
sale, including reasonable attorneys’ fees, and then to pay any sums due from
the borrower to the Plan, with such payment to be applied first to accrued
interest and then to principal.  The
Participant shall remain liable for any deficiency, and any surplus remaining
shall be paid to the Participant.  In the
event of default, no











deduction shall be made
from the borrower’s Account until a distributable event has occurred under the
Plan.  Notwithstanding anything herein to
the contrary, a repayment shall be deemed made as and when due if it is made no
later than the end of the calendar quarter following the calendar quarter in
which it was due pursuant to the terms of the related promissory note.


(f)                                    Loan
Statement.  Every Participant
receiving a loan hereunder will receive a statement from the Pension Committee
clearly reflecting the charges involved in each transaction, including the
dollar amount and annual interest rate of the finance charges.  The statement will provide all information
required to meet applicable “truth-in-lending” laws.  Each Participant receiving a loan hereunder
shall be required to sign all documents that the Pension Committee may require
before issuance of any loan (including documents evidencing spousal consent, if
married) and shall also be required to bear all reasonable expenses arising out
of the loan transaction.


(g)                                 Restriction
on Loans.  The Pension Committee will
not approve any loan if it is the belief of the Pension Committee that such
loan, if made, would constitute a prohibited transaction (within the meaning of
Section 406 of ERISA or Section 4975(c) of the Code), would
constitute a distribution taxable for Federal income tax purposes, or would
imperil the status of the Plan or any part thereof under Sections 401(a)
or 401(k) of the Code.


(h)                                 Loan
Rules.  The Pension Committee shall
establish whatever rules it shall deem necessary or appropriate to govern loans
made under this Section 9.5, including, without limitation, rules establishing
application procedures, forms and deadlines, rules limiting the amount that a
Participant may borrow (for example, rules providing that a Participant’s
repayments for any given payroll period with respect to all loans under the
Plan cannot exceed a specified percentage











of the Participant’s
Compensation for that payroll period), and rules concerning loans to officers
subject to the requirements of Section 16(b) of the Securities Exchange Act of
1934.











ARTICLE XII


PROVISIONS
RELATING TO TOP-HEAVY PLANS


12.01                     Determination of Top-Heavy
Status.  The Plan shall be deemed “top-heavy”
as to any Plan Year if, as of the Determination Date with respect to such Plan
Year, either of the following conditions are met:


(a)                                  The
Plan is not part of an Aggregation Group and the Key Employee Ratio under the
Plan exceeds sixty percent (60%), or


(b)                                 The
Plan is part of an Aggregation Group, and the Key Employee Ratio of such
Aggregation Group exceeds sixty percent (60%).


The
Plan shall be deemed “super top-heavy” as to any Plan Year if, as of the
Determination Date with respect to such Plan Year, the conditions of
Subsections (a) or (b) hereof are met with “ninety percent (90%)”
substituted for “sixty percent (60%)” therein.


12.02                     Top-Heavy Plan Minimum
Allocation.


(a)                                  General
Rule.  The aggregate allocation made
under Sections 6.01, 6.02 and 6.03 of the Plan to the Account of each Active
Participant who is a Non-Key Employee for any Plan Year in which the Plan is a
Top-Heavy Plan and who remained in the employ of the Employer or an Affiliated
Company through the end of such Plan Year (whether or not in the status of
Employee) shall be not less than the lesser of:


(i)                                     Three
percent (3%) of the Statutory Compensation of each such Participant for such
Plan Year; or


(ii)                                  The
percentage of such Statutory Compensation so allocated under Sections 6.01,
6.02 and 6.03 to the Account of the Key Employee for whom such percentage is
the highest for such Plan Year.











With respect to any Plan Year ending prior to January
1, 2000, if any person who is an Active Participant in the Plan is a
Participant under any defined benefit pension plan qualified under
Section 401(a) of the Code sponsored by the Employer or an Affiliated
Company, there shall be substituted “Four percent (4%)” for “Three percent (3%)”
in Subparagraph (i) above.  For the
purposes of determining whether or not the provisions of this section have been
satisfied, (A) contributions or benefits under Chapter 2 of the Code
(relating to tax on self-employment income), Chapter 21 of the Code (relating
to Federal Insurance Contributions Act), Title II of the Social Security Act,
or any other Federal or state law are disregarded; (B) all defined
contribution plans in the Aggregation Group shall be treated as a single plan;
and (C) for Plan Years beginning prior to January 1, 1985, employer
contributions made pursuant to a salary reduction agreement or similar
arrangement shall be disregarded.  For
the purposes of determining whether or not the requirements of this Section
have been satisfied, contributions allocable to the account of the participant
under any other qualified defined contribution plan that is part of the
Aggregation Group shall be deemed to be contributions made under the Plan, and,
to the extent thereof, no duplication of such contributions shall be required
hereunder solely by reason of this Section. 
Subparagraph (ii) above shall not apply in any Plan Year in which
the Plan is part of an Aggregation Group containing a defined benefit pension
plan (or a combination of such defined benefit pension plans) if the plan
enables a defined benefit pension plan required to be included in such
Aggregation Group to satisfy the requirements of either Section 401(a)(4)
or 410 of the Code.


(b)                                 Exceptions
to the General Rule.  The provisions
of Subsection (a) above shall not apply to any Participant for a Plan Year
if, with respect to that Plan Year:











(i)                                     such
participant was an active participant in a qualified defined benefit pension
plan sponsored by the Employer or by an Affiliated Company under which plan the
Participant’s accrued benefit is not less than the minimum accrued pension
benefit that would be required under Section 416(c)(1) of the Code,
treating such defined benefit pension plan as a Top-Heavy Plan and treating all
such defined benefit pension plans as constitute an Aggregation Group as a single
plan; or


(ii)                                  such
participant was an active participant in a qualified defined contribution plan
sponsored by the Employer or by an Affiliated Company under which plan the
amount of the employer contribution allocable to the account of the participant
for the accrual computation period of such plan ending with or within the
Accrual Computation period, exclusive of amounts by which the Participant’s
compensation was reduced pursuant to a salary reduction agreement or similar
arrangement, is not less than the contribution allocation that would be
required under Section 416(c)(2) of the Code under this Plan.


12.03                     Top-Heavy Plan Maximum
Allocations.  If the Plan is a Super
Top-Heavy Plan, or if the Plan is a Top-Heavy Plan which fails to satisfy the
additional minimum allocation requirements under Section 12.02 hereof, the
definitions of “defined contribution fraction” and “defined benefit fraction”
as incorporated by reference in Section 6.05(b) shall be modified as
required under Section 416 of the Code.


12.04                     Top-Heavy Vesting Schedule.  In the event that the Plan is or becomes a
Top-Heavy Plan, the Participant’s vested interest in his Matching Contribution
Account shall be determined under the vesting schedule set forth in
Section 9.02.











ARTICLE XIII


PLAN ADMINISTRATION


13.01                     Pension Committee.


(a)                                  The
Board of Directors shall appoint a Pension Committee to be known as the “Pension
Committee” which shall serve at the Board of Directors’ pleasure.  Unless the Board of Directors otherwise
provides, any member of the Pension Committee who is an Employee of the Company
or any other Employer at the time of his or her appointment will be considered
to have resigned from the Pension Committee when no longer an Employee.


(b)                                 All
of the reasonable expenses of the Pension Committee shall be paid by the
Company.


(c)                                  The
Pension Committee shall act by a majority of its members at the time in office
and such action may be taken either by a vote at a meeting or in writing
without a meeting.  The Pension Committee
may authorize in writing any person to execute any document or documents on its
behalf, and any interested person, upon receipt of notice of such authorization
directed to it, may thereafter accept and rely upon any document executed by
such authorized person until the Pension Committee shall deliver to such
interested person a written revocation of such authorization.


(d)                                 A
member of the Pension Committee who is also a Participant shall not vote or act
upon any matter relating specifically to himself.


13.02                     Powers, Duties, Etc., of the
Pension Committee.


(a)                                  The
Pension Committee shall have the power to adopt regulations and procedures
regarding the administration of the Plan and its investments, and to construe
the Plan and to determine all questions of fact that my arise thereunder, and
any such regulations,











procedures, construction
or determination shall be conclusively binding upon all persons interested in
the Plan.


(b)                                 Subject
to the terms of the Plan, the Pension Committee shall determine the time and
manner in which all elections authorized by the Plan shall be made or revoked.


(c)                                  All
applications of the Trust for purposes of payments of benefits or expenses of
the Plan shall be made by the Pension Committee, except as may otherwise be
provided in agreements with Trustees or Investment Managers.


(d)                                 The
Pension Committee shall have power to make and deal with any investment of the
Trust in any manner consistent with the Plan which it deems advisable.


(e)                                  The
Pension Committee shall establish and maintain a claims procedure as provided
for in Section 503 of ERISA.


(f)                                    The
Pension Committee shall have all the rights, powers, duties and obligations
granted or imposed upon it elsewhere in the Plan.


(g)                                 The
Pension Committee shall exercise its responsibilities hereunder in a uniform
and non-discriminatory manner.


13.03                     Delegation of Responsibility.  The Pension Committee may designate persons,
including persons other than Named Fiduciaries, to carry out the
responsibilities of the Pension Committee provided for hereunder.  The Pension Committee shall not be liable for
any act or omission of a person so designated.


13.04                     Investment Manager.  The Pension Committee may, by an instrument
in writing, appoint one or more persons (each of whom is herein referred to as
an “Investment Manager”) as adviser to the Pension Committee in respect of
investments and may, subject to any restrictions upon investment imposed upon
the Pension Committee by any regulation of the











Internal Revenue Service
relating to the qualification of the Plan under Section 401(a) of the Code, or
by ERISA, delegate to an Investment Manager from time to time the power to
manage, acquire and dispose of any Plan assets. 
Each person so appointed shall be an investment adviser registered under
the Investment Advisers Act of 1940, a bank as defined in that Act, or an
insurance company qualified to manage, acquire or dispose of any asset of the
Plan under the laws of more than one state. 
Each Investment Manager shall acknowledge in writing that it is a
fiduciary with respect to the Plan.  The
Pension Committee shall approve or enter into an agreement with each Investment
Manager specifying the duties and compensation of such Investment Managers and
the other terms and conditions under which such Investment Manager shall be
retained.  The Pension Committee shall
not be liable for any act or omission of any Investment Manager, and shall not
be liable for following the advice of any Investment Manager, with respect to
any duties delegated to any Investment Manager.


13.05                     Trustee.  The Pension Committee may, by an instrument
in writing, appoint one or more persons (each of whom is herein referred to as
a “Trustee”) to serve as trustee of all or a portion of the Trust or shall, as
a contract holder, enter into an annuity or other contract within the meaning
of Section 401(f) of the Code.  Each
Trustee shall be subject to direction by the Pension Committee or an Investment
Manager and shall have no discretion with respect to management and control of
Plan assets, except to the extent that the instrument appointing such Trustee
provides that such Trustee shall have power to manage and control Plan
assets.  Each Trustee shall accept its
appointment by an instrument in writing. 
The Pension Committee shall approve or enter into an agreement with each
Trustee specifying the duties and compensation of such Trustee and the other
terms and conditions under which such Trustee shall











serve.  The Pension Committee shall not be liable for
any act or omission of any Trustee with respect to any duties delegated to such
Trustee.


13.06                     Investment Funds.  The Pension Committee shall establish one or
more Investment Funds for the investment of Participant Accounts.


13.07                     Compensation.  Each Investment Manager and each Trustee
shall be paid such reasonable compensation, in addition to their reimbursement
of expenses, as shall from time to time be agreed upon by the Pension Committee
and such Investment Manager or Trustee, as the case may be; except that no
Trustee or Investment Manager who is a full-time employee of the Company shall
receive compensation from the Plan, except for the reimbursement of expenses.


13.08                     Information Furnished by
Participants.  Each Participant shall
file with the Pension Committee such pertinent information concerning himself,
his spouse, Beneficiary and contingent annuitant as the Pension Committee may
specify, and to the maximum extent permitted by ERISA, no Participant, spouse,
Beneficiary or contingent annuitant shall have any rights or be entitled to any
benefits under the Plan unless such information is filed by or with respect to
him.


13.09                     Claims Procedures.  All disputed claims for benefits under the
Plan shall be submitted to, and decided in writing by, the Pension
Committee.  Written notice of the
decision on each such claim shall be furnished to the claimant within ninety
(90) days after receipt of the claim by the Pension Committee (unless the
claimant is notified that special circumstances require an extension of up to
ninety (90) additional days).  If the
claim is wholly or partially denied, such written notice shall set forth an
explanation of the specific findings and conclusions on which such denial is
based.  A claimant may review all
pertinent documents and











may request a review by
the Pension Committee of such a decision denying the claim.  Such a request shall be made in writing and
filed with the Pension Committee within sixty (60) days after delivery to said
claimant of written notice of said decision. 
Such written request for review shall contain all additional information
which the claimant wishes the Pension Committee to consider.  The Pension Committee may hold a hearing or
conduct an independent investigation. 
Written notice of the decision on review shall be furnished to the
claimant within sixty (60) days of the Pension Committee’s receipt of the
request for review (unless the claimant is notified that special circumstances
require an extension of up to sixty (60) additional days) and shall include
specific reasons for such decision.  For
all purposes under the Plan, such decisions on claims (where no review is
requested) and decisions on review (where review is requested) shall be final,
binding and conclusive on all interested persons as to participation and
benefit eligibility, the employee’s amount of salary and as to any other matter
of fact or interpretation relating to the Plan.















ARTICLE XIV


FIDUCIARIES


14.01       Named Fiduciaries.  The Pension Committee shall be the Named
Fiduciary of the Plan with authority to control and manage the operation and
administration of the Plan.  The Pension
Committee shall also be the “Administrator” and the “Plan Administrator” with
respect to the Plan, as those terms are defined in Section  3(16)(A) of
ERISA and in Section  414(g) of the Code, respectively.


14.02.      Employment of Advisers.  A Named Fiduciary, and any fiduciary named by
a Named Fiduciary, may employ one or more persons to render advice or services
with regard to any responsibility of such Named Fiduciary or fiduciary under
the Plan.


14.03.      Multiple Fiduciary Capacities.  Any Named Fiduciary and any other fiduciary
may serve in more than one fiduciary capacity with respect to the Plan.


14.04.      Indemnification.  To the extent not prohibited by State or
Federal law, the Company shall indemnify and save harmless each Named Fiduciary
and each Employee of the Company from all claims for liability, loss or damage
(including the payment of expenses in connection with the defense of any such
claim) which result from any exercise or failure to exercise any
responsibilities with respect to the Plan, other than willful misconduct or
willful failure to act.











ARTICLE XV


AMENDMENT AND
TERMINATION


15.01       Amendment.  The provisions of the Plan may be amended at
any time and from time to time by a written instrument of amendment executed by
the Board of Directors or its delegates, provided, however, that:


(a)           No amendment shall deprive any
Participant or Beneficiary of any of the benefits to which he is entitled under
the Plan with respect to contributions previously made, nor shall any amendment
decrease the balance in any Participant’s Account except as may be specifically
authorized by statute or regulation;


(b)           No amendment shall provide for the
use of funds or assets held to provide benefits under the Plan other than for
the benefit of Participants and their Beneficiaries or to meet the
administrative expenses of the Plan, except as may be specifically authorized
by statute or regulation.


15.02       Plan Termination.


(a)           Right Reserved.  While it is the Employer’s intention to
continue the Plan indefinitely in operation, the right is, nevertheless,
reserved by the Employer to terminate the Plan in whole or in part.  Whole or partial termination of the Plan
shall result in full and immediate vesting in each affected Participant of the
entire amount standing to his credit in his Account, and there shall not
thereafter be any forfeitures with respect to any such affected Participant for
any reason.  Termination of the Plan
shall be effective as of the date specified by a written instrument of
termination executed by the Board of Directors or its delegates, subject, however,
to the provisions of Section 15.04 hereof. 
Each participating Employer shall have the right to withdraw from the
Plan pursuant to Article XVI.











(b)           Effect on Former Participants.  Termination of the Plan shall have no effect
upon payment of installments and benefits to former Participants, their
Beneficiaries and their estates.  The
Pension Committee shall instruct the Trustee to retain sufficient assets to pay
any such benefits, and the Trustee shall have the right, upon direction by the
Pension Committee, to purchase annuity contracts to assure the completion of
such payment or, if permitted under applicable law, to pay the value of such
benefits in a lump-sum distribution.


(c)           Effect on Remaining Participants.  The Pension Committee shall instruct the
Trustee either (i) to continue to administer the Trust for the benefit of
the Participants and their Beneficiaries, or (ii) to pay over to each
Participant the value of his interest, and to thereupon dissolve the Trust, but
only if the Plan is terminated without establishment or maintenance of another
defined contribution plan (within the meaning of Section 401(k)(10) of the
Code).


15.03       Complete Discontinuance of Employer
Contributions.  While it is the
Employer’s intention to make substantial and recurrent contributions to the
Plan pursuant to the provisions hereof, the right is, nevertheless, reserved to
at any time completely discontinue Employer contributions.  Such complete discontinuance shall be
established by resolution of the Board of Directors and shall have the effect
of a termination of the Plan, as set forth in Section 15.02, except that
the Trustee shall not have the authority to dissolve the Trust except upon
adoption of a further resolution by the Board of Directors to the effect that
the Plan is terminated and upon receipt from the Pension Committee of
instructions to dissolve the Trust.


15.04       Suspension of Employer Contributions.  The Employer shall have the right at any
time, and from time to time, to suspend Employer contributions to the
Plan.  Such suspension shall have no
effect on the operation of the Plan except as set forth below:











(a)           If the Board of Directors determines
by resolution that such suspension shall be permanent, a permanent
discontinuance of contributions will be deemed to have occurred as of the date
of such resolution or such earlier date as is therein specified.


(b)           If such suspension becomes a plan
termination, a complete discontinuance of contributions will be imputed.  In such case, the permanent discontinuance,
with resultant full vesting for all affected Participants, shall be deemed to
have occurred on the earlier of the date specified by resolution of the Board
of Directors or established as a matter of equity by the Pension Committee or
determined under applicable law.


15.05       Mergers and Consolidations of Plans.  In the event of any merger or consolidation
with, or transfer of assets or liabilities to, any other plan, each Participant
shall have a benefit in the surviving or transferee plan (determined as if such
plan were then terminated immediately after such merger, consolidation or
transfer) that is equal to or greater than the benefit he would have been
entitled to receive immediately before such merger, consolidation or transfer
in the plan in which he was then a Participant (had such plan been terminated
at that time).  For the purposes hereof,
former Participants and Beneficiaries shall be considered Participants.











ARTICLE XVI


PARTICIPATION BY
AFFILIATES


16.01       Participation in the Plan.  Any entity which desires to become an
Employer hereunder may elect, with the consent of the Board of Directors to
become a party to the Plan by adopting the Plan for the benefit of its eligible
Employees, effective as of the date specified in such adoption by filing with the
Pension Committee a certified copy of a resolution of its board of directors or
other governing authority to that effect, and such other instruments as the
Pension Committee may require.  The
adoption resolution or decision may contain such specific changes and
variations in Plan terms and provisions applicable to such adopting Employer
and its Employees as may be acceptable to the Pension Committee.  However, the sole, exclusive right of any
other amendment of whatever kind or extent to the Plan is reserved by the Board
of Directors or its delegates.  Any
specific changes and variations in the Plan terms and provisions as adopted by
the Employer in its adoption resolution may not be changed without the consent
of such Employer.  The adoption
resolution shall become, as to such adopting organization and its employees, a
part of this Plan as then amended or thereafter amended and any related trust
agreement.  It shall not be necessary for
the adopting organization to sign or execute the original or then amended Plan
documents.  The coverage date of the Plan
for any such adopting organization shall be that stated in the resolution or
decision of adoption, and from and after such effective date, such adopting
organization shall assume all the rights, obligations, and liabilities of an
individual Employer entity hereunder. 
The administrative powers and control of the Pension Committee and the
Board of Directors, as provided in the Plan, including the sole right to
amendment, and of appointment and removal of the Trustees, and their 











successors,
shall not be diminished by reason of the participation of any such adopting
organization in the Plan.


16.02       Withdrawal from the Plan.  Any Employer, by action of its board of
directors or other governing authority, may withdraw from the Plan after giving
ninety (90) days’ notice to the Pension Committee, provided the Board of
Directors consents to such withdrawal. 
In the event such withdrawal constitutes a partial termination of this
Plan, only the affected Participants in that part of the Plan which is
terminated shall have fully vested and nonforfeitable rights in their Accounts
as a result of such partial termination (unless they were already fully vested
prior to the partial termination). 
Distribution may be implemented through continuation of the Trust, or
transfer to another trust fund exempt from tax under Section 501 of the
Code, or by paying over to each Participant the value of his interest (in the
case of plan termination); provided, however, that any such distribution shall
be implemented in a manner consistent with the distribution restrictions of
Sections 401(a) and 401(k) of the Code; and further provided that no
such action shall divert any part of such fund to any purpose other than the
exclusive benefit of the Employees of such Employer prior to the satisfaction
of all liabilities under the Plan.


16.03       Dissolution of Employer.  In the event that an Employer shall at any
time be judicially declared bankrupt or insolvent, or in the event of
dissolution, merger, or consolidation, without any provision being made for the
continuance of the Plan, the Board of Directors may in its discretion may
direct the Pension Committee and the Trustee to proceed in the same manner as
though the Employer had withdrawn from the Plan.











ARTICLE XVII


MISCELLANEOUS
PROVISIONS


17.01       Nonalienation of Benefits.


(a)           Except as provided in
Section 17.01(b), none of the payments, benefits or rights of any
Participant or Beneficiary shall be subject to any claim of any creditor, and,
in particular, to the fullest extent permitted by law, all such payments,
benefits and rights shall be free from attachment, garnishment, trustee’s
process, or any other legal or equitable process available to any creditor of
such Participant or Beneficiary.  Except
as provided in Section 17.01(b), no Participant or Beneficiary shall have
the right to alienate, anticipate, commute, pledge, encumber or assign any of
the benefits or payments which he may expect to receive, contingently or
otherwise, under the Plan, except the right to designate a Beneficiary or
Beneficiaries as hereinabove provided.


(b)           Compliance with the provisions and
conditions of any QDRO pursuant to Section 10.08 shall not be considered a
violation of this provision.  In
addition, to the extent provided under Section 401(a) of the Code and the
regulations thereunder, this provision shall not preclude the enforcement of a
federal tax levy or the collection by the United States on a judgment resulting
from an unpaid tax assessment.


17.02       No Contract of Employment.  Neither the establishment of the Plan, nor
any modification thereof, nor the creation of any fund, trust or account, nor
the payment of any benefits shall be construed as giving any Participant or
Employee, or any person whomsoever, the right to be retained in the service of
the Employer, and all Participants and other Employees shall remain subject to
discharge to the same extent as if the Plan had never been adopted.











17.03       Severability of Provisions.  If any provision of the Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and the Plan shall be construed and enforced as if
such provisions had not been included.


17.04       Heirs, Assigns and Personal
Representatives.  This Plan shall be
binding upon the heirs, executors, administrators, successors and assigns of
the parties, including each Participant, Beneficiary, and Alternate Payee, in
accordance with and subject to the limitations herein (except that no successor
to the Employer shall be considered a Plan sponsor unless that successor adopts
the Plan).


17.05       Headings and Captions.  The headings and captions herein are provided
for reference and convenience only, shall not be considered part of the Plan,
and shall not be employed in the construction of the Plan.


17.06       Gender and Number.  Except where otherwise clearly indicated by
context, the masculine and the neuter shall include the feminine and the
neuter, the singular shall include the plural, and vice-versa.


17.07       Controlling Law.  This Plan shall be construed and enforced
according to the laws of the State of New York to the extent not preempted by
Federal law, which shall otherwise control.


17.08       Title to Assets.  No Participant or Beneficiary shall have any right
to, or interest in, any assets of the Plan upon termination of his employment
or otherwise, except as provided from time to time under the Plan, and then
only to the extent of the benefits payable under the Plan to such Participant.  All payments of benefits as provided for in
the Plan shall be made from the assets of the Plan, and neither the Employer
nor any other person shall be liable therefor in any manner.











17.09       Payments to Minors, Etc..  Any benefit payable to or for the benefit of
a minor, an incompetent person or other person incapable of receipting therefor
shall be deemed paid when paid to such person’s guardian or to the party
providing or reasonably appearing to provide for the care of such person, and
such payment shall fully discharge the Trustee, the Pension Committee, the
Employer and all other parties with respect thereto.


17.10       Reliance on Data and Consents.  The Employer, the Trustee, the Pension
Committee, all fiduciaries with respect to the Plan, and all other persons or
entities associated with the operation of the Plan, the management of its
assets, and the provision of benefits thereunder, may reasonably rely on the
truth, accuracy and completeness of all data provided by the Participant and
his or her Beneficiaries, including, without limitation, data with respect to
age, health and marital status. 
Furthermore, the Employer, the Trustee, the Pension Committee and all
fiduciaries with respect to the Plan may reasonably rely on all consents,
elections and designations filed with the Plan or those associated with the
operation of the Plan by any Participant, the spouse of any Participant, any
Beneficiary of any Participant, or the representatives of such persons without
duty to inquire into the genuineness of any such consent, election or
designation.  None of the aforementioned
persons or entities associated with the operation of the Plan, its assets and
the benefits provided under the Plan shall have any duty to inquire into any
such data, and all may rely on such data being current to the date of
reference, it being the duty of the Participants, spouses of Participants and
Beneficiaries to advise the appropriate parties of any change in such data.


17.11       Lost Payees.  A benefit shall be deemed forfeited if the
Pension Committee is unable to locate a Participant, a spouse or a Beneficiary
to whom payment is due, 











provided,
however, that such benefit shall be reinstated if a claim is made by the
participant or Beneficiary for the forfeited benefit.


17.12       Service in the Armed Forces.  Notwithstanding any provision of this Plan to
the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Section 414(u)
of the Code.  In addition, loan
repayments will be suspended under this Plan in accordance with Section
414(u)(4) of the Code.











Amendment Dated June 2002


INSTRUMENT OF AMENDMENT TO THE SANOFI-SYNTHELABO, INC.


HOURLY EMPLOYEES’ SAVINGS PLAN (DES PLAINES)


WHEREAS, Sanofi-Synthelabo,
Inc. (hereinafter referred to as the “Company”) is the sponsor of the
Sanofi-Synthelabo, Inc. Hourly Employees’ Savings Plan (Des Plaines) (hereinafter
referred to as the “Plan”);


WHEREAS, ARTICLE XV of the
Plan provides, with exceptions not material, that the Board of Directors of the
Company (the “Board”) may amend the Plan at any time by a written instrument of
amendment executed by the Board or its delegates;


WHEREAS, the Pension
Committee of the Company has been delegated by the Board of Directors of the
Company the authority to adopt amendments to the Plan;


NOW THEREFORE, pursuant to
said Article XV, the Pension Committee hereby amends the Plan, effective as of
the dates hereinafter provided, as follows:


1. The cover page of the
Plan document is hereby amended, effective August 1, 1998, by adding the phrase
“, Except as Otherwise Provided Herein” after the occurrence of “1998”.


2. The last full sentence of
Section 2.23 of Article II is hereby amended, effective August 1, 1998, by
replacing “three months” with “twelve months.”


3. The first full sentence
of Section 2.60 is hereby amended, effective August 1, 1998, to read in its
entirety as follows:


“Statutory Compensation’
shall mean, as to any year or other period of reference, for purposes of
Sections 4.04, 6.02(b), 6.05, 7.06, the definition of Highly
Compensated Employee in Article II, and the top-heavy rules of Article XII, the
amount of a Participant’s remuneration that qualifies as compensation within
the meaning of Treas. Reg. § 1.415-2(d)(11)(i).”


4. The first sentence of
Section 3.04 is hereby amended, effective January 1, 1997, by adding the
following clause to the beginning thereof: “Effective with respect to years
commencing after December 31, 1996,”


5. Section 4.01(d) is hereby amended in its entirety, effective August 1,
1998, to read as follows:


“In addition to the contribution pursuant to Section 4.01 (a), (b) and
(c) hereof, the Employer shall pay to the Plan such sums, if any, as may be
required to reinstate previously forfeited amounts to the Account of
Participants who, upon ceasing to be Active Participants, 











received cash-outs of their
respective vested interests under the Plan and, upon reinstatement to Active
Participant status, made a restoration contribution described in Section 5.02  hereof.”


6. The second sentence of
Section 4.02 is hereby amended in its entirety, effective August 1, 1998, to
read as follows:


“In addition, in the event
the Commissioner of Internal Revenue determines that the Plan is not initially
qualified under the Code, any contribution made incident to that initial qualification
by the Employer must be returned to the Employer within one year after the date
the initial qualification is denied, but only if the application for the
qualification is made by the time prescribed by law for filing the Employer’s
return for the taxable year in which the Plan is adopted, or such later date as
the Secretary of the Treasury may prescribe.”


7. The first clause of
Section 4.04(a) is hereby amended, effective January 1, 1997, by deleting the
phrase “(including the portion of Plan Year 1998 prior to the Effective Date)”
and replacing it with the phrase “commencing after December 31, 1996:”


8. Section 4.04(b) is hereby
amended, effective August 1, 1998, by adding a new sentence to the end thereof
to read in its entirety as follows:


“In addition, the
Contribution Percentage for any Participant who is a Highly Compensated
Employee and who is eligible to receive matching contributions (as defined in
Section 401 (m)(4)(A) of the Code) or to make employee contributions under two
or more plans described in Section 401(a) of the Code that are maintained by
the Employer or an Affiliated Company shall be determined as if all such
contributions were made under a single plan, provided, however, that such plans
have (i) the same plan year, or (ii) if different plan years, a plan year
commencement date within the same plan year. Notwithstanding the foregoing,
certain plans shall be treated as separate if mandatorily disaggregated
pursuant to the regulations under Section 40 1(m) of the Code.”


9. Section 4.05  is
hereby amended, effective January 1, 1997, by adding to the beginning thereof,
after the occurrence of the phrase “Correction of Discriminatory Contributions.”
the clause, “Effective with respect to years commencing after December 31,
1996:”


10. Section 4.05(a)  is
hereby amended, effective January 1, 1997, by deleting the last sentence
thereof and replacing it with the following language:


“The discriminatory contributions subject to correction pursuant to
this Subsection (“Excess Aggregate Contributions”) shall be allocated to the
Highly Compensated Employees with the largest amounts of After-Tax Employee
Contributions, Matching Contributions and Optional Employer Contributions taken
into account in calculating the test described in Section 4.04(a), and
continuing in descending order until all of the Excess Aggregate Contributions
have been allocated. For purposes of the preceding sentence, the ‘largest
amount’ is determined after distribution of Excess Aggregate Contributions.
Such distribution shall be made without regard to any notice or consent
otherwise required under the Plan. The determination and distribution of Excess
Aggregate Contributions and income earned thereon shall be calculated in
accordance











with Section 401(m) of the
Code and the regulations and rulings promulgated thereunder.”


11. Section 6.04 is hereby
amended, effective August 1, 1998, to read in its entirety as follows:


“Forfeitures experienced by
Participants with less than fully vested interests in the Plan who, upon
ceasing to be Active Participants, received cash-outs of their respective
vested interests under the Plan shall be applied to reduce future Employer
contributions to the Plan.”


12. The first full sentence
of Section 6.05(a)  is hereby amended, effective with respect
to “Limitation Years” commencing after December 31, 1994, to read in its
entirety as follows:


“(a) Effective with respect
to Limitation Years commencing after December 31, 1994, in no event shall the
Annual Addition to a Participant’s Account for any Limitation Year exceed the
lesser of:


(i) $30,000, or


(ii) twenty-five percent (25%)  of
such Participant’s Statutory Compensation for the Limitation Year.”


13. The first clause of
Section 7.06(a) is hereby amended, effective January 1, 1997, by deleting the
phrase “(including the portion of Plan Year 1998 before the Effective Date)”
and replacing it with the phrase “commencing after December 31, 1996:”


14. Section 7.06(b) is
hereby amended, effective August 1, 1998, by adding a new sentence to the end
thereof to read in its entirety as follows: “In addition, the Deferral
Percentage for any Participant who is a Highly Compensated Employee and who is
eligible to participate in one or more ‘cash or deferred arrangements’ (within
the meaning of Treas. Reg. Section 1.401 (k)- 1) maintained by the Employer or
an Affiliated Company shall be determined by treating all such arrangements
(including the Plan) as one arrangement, provided, however, that such
arrangements have (i) the same plan year, or (ii) if different plan years, a
plan year commencement date within the same plan year.  Notwithstanding the foregoing, certain plans
shall be treated as separate if mandatorily disaggregated pursuant to the regulations
under Section 401(k) of the Code.”


15.
Section 7.07(a) is hereby
amended, effective January 1, 1997, by deleting the last sentence thereof and
replacing it with the following language:


“The discriminatory contributions subject to correction pursuant to
this Subsection (“Excess Contributions”) shall be allocated to the Highly
Compensated Employees with the largest amounts of Salary Deferrals taken into
account in calculating the test described in Section 7.06(a), and continuing in
descending order until all of the Excess Contributions have been allocated. For
purposes of the preceding sentence, the ‘largest amount’ is determined after
distribution of Excess Contributions. Such distribution shall be made without
regard to any notice or consent otherwise required under the Plan. The
determination and distribution of Excess Contributions and income earned
thereon shall be calculated in accordance with Section 401(k) of the Code and
the regulations and rulings promulgated thereunder.”











16. The second sentence of
Section 9.03 is hereby amended, effective August 1, 1998, to read in its
entirety as follows:


“If upon ceasing to be an
Active Participant a Participant does not receive a distribution of his entire
vested interest under the Plan, the nonvested portion of such Participant’s
Account shall be forfeited as of the time such Participant incurs five (5)  consecutive
one year Breaks in Service.”


17. Section 9.04(a) is
hereby amended, effective August 1, 1998, to read in its entirety as follows:


“If the vesting schedule
under this Plan is amended, in the case of an Employee who is a Participant as
of the later of the date such amendment is adopted or the date it becomes
effective, the nonforfeitable percentage (determined as of such date) of such
Employee’s Account shall not be less than the percentage computed under the
Plan without regard to such amendment. In addition, if the vesting schedule
under this Plan is amended, each Participant who has performed service for the
Employer or an Affiliated Company in at least three (3) calendar years may elect,
during the election period specified in this Section 9.04, to have the vested
percentage of his Account determined without regard to such amendment.”


18. The second-to-the-last
sentence of Section 10.03 is hereby amended, effective January 1, 1997, by adding
the phrase “effective with respect to Plan Years commencing after December 31,
1996” after the occurrence of “Notwithstanding the preceding sentence” therein.


19. Section 10.08 is hereby
amended, effective August 1, 1998, by redesignating Subsections (c) and (d)
thereof as (d) and (e), respectively, and adding a new Subsection (c) to read
in its entirety as follows:


“(c) Notwithstanding
anything herein to the contrary, in the case of a Participant who dies prior to
his Benefit Commencement Date, any portion of the Participant’s Account that is
not payable to designated Beneficiary shall be distributed within five (5)  years
after the Participant’s death. Any portion of the Participant’s Account that is
payable to a designated Beneficiary shall be distributed either;


(i) within five (5)  years
of the Participant’s death; or


(ii) over the life of the
Beneficiary or over a period certain not extending beyond the life expectancy
of the Beneficiary, commencing not later than the end of the calendar year
following the calendar year in which the Participant died (or, if the
Beneficiary is the Participant’s spouse, commencing not later than the end of
the calendar year following the calendar year in which the Participant would
have attained age 70-1/2).”


20. The last sentence of Section 10.12 is hereby amended, effective
January 1, 2000, by adding the phrase “, effective with respect to any
distributions occurring after December 31, 1999” to the end thereof.











21. Section 12.02(a) is
hereby amended, effective August 1, 1998, by deleting the first occurrence of “Sections
6.01, 6.02 and 6.03” therein and replacing it with “Sections 6.02(b) and
6.03(b).”


22. The second sentence of
Section 15.03 is hereby amended, effective August 1, 1998, to read in its
entirety as follows:


“Such complete
discontinuance shall have the effect of a termination of the Plan, as set forth
in Section 15.02, except that the Trustee shall not have the authority to
dissolve the Trust except upon adoption of a further resolution by the Board of
Directors to the effect that the Plan is terminated and upon receipt from the
Pension Committee of instructions to dissolve the Trust.”


23. Section 17.12 is hereby amended, effective December 12, 1994, by
adding after the occurrence of the word “contrary” the clause “effective
December 12, 1994,” The amendments hereby made are subject to the condition,
which may be waived in writing, that the Internal Revenue Service rule that
said amendments do not adversely affect the status of the Plan as a qualified
plan under Section 401 (a) of the Internal Revenue Code, as amended, and of the
trust established under the Plan as a trust exempt from taxation under Section
5 01 (a) of the Internal Revenue Code, as amended. Each of the officers of the
Company is authorized and directed to execute and deliver on behalf of the
Company such instruments, documents, filings and certificates as may be
necessary and desirable to fully effectuate and accomplish the intent and
purpose of this Instrument of Amendment.











Plan
Name Change


RESOLVED, that it
is ratified and confirmed that effective January
1, 2006, . . . the Hourly Savings Plan shall be renamed the
sanofi-aventis Hourly Employees’ Savings Plan 
.. . .