EXHIBIT 4.19(b)


 


KERZNER INTERNATIONAL
NORTH AMERICA, INC. RETIREMENT SAVINGS PLAN


 


(Amended and restated
effective January 1, 2002)


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  2

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  PARTICIPATION

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  CONTRIBUTIONS

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  PARTICIPANT ACCOUNTS

  	
  16

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  THE TRUST

  	
  22

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  INVESTMENT DIRECTIONS

  	
  23

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  CREDITS TO PARTICIPANTS

  	
  24

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  VESTING

  	
  25

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  WITHDRAWALS AND LOANS

  	
  28

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  DISTRIBUTION OF BENEFITS

  	
  33

  
	
   

  	
   

  	
   

  
	
  ARTICLE XII

  	
  SPECIAL PROVISIONS FOR TOP-HEAVY PLANS

  	
  40

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIII

  	
  THE ADMINISTRATIVE COMMITTEE

  	
  42

  
	
   

  	
   

  	
   

  
	
  ARTICLE XIV

  	
  AMENDMENTS, TERMINATIONS AND LIABILITIES

  	
  44

  
	
   

  	
   

  	
   

  
	
  ARTICLE XV

  	
  MISCELLANEOUS

  	
  45

  
	
   

  	
   

  	
   

  
	
  APPENDIX A

  	
  PARTICIPATING EMPLOYERS

  	
  47

  



 


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KERZNER INTERNATIONAL
NORTH AMERICA, INC. RETIREMENT SAVINGS PLAN


 


PREAMBLE


 


The Plan set forth
in this document is known as the Kerzner International North America, Inc.
Retirement Savings Plan (formerly known as the Sun International North America,
Inc. Retirement Savings Plan).


 


The Plan was
originally established by Resorts International Hotel, Inc. in the form of a
non-standardized prototype plan to provide retirement benefits for its eligible
employees effective January 18, 1982. 
The Plan was amended from time to time to comply with current law and to
make certain desirable changes.


 


Effective January
1, 2000, the Sun International Resorts, Inc. Retirement Savings Plan (the “SIRI
Plan”) was merged with and into the Plan and the sponsorship of the Plan was
transferred from Resorts International Hotel, Inc. to Kerzner International
North America, Inc. (then known as Sun International North America, Inc.).


 


Effective January
1, 2000, the Plan was amended and restated in its entirety into an individually
designed plan.  The Plan was also amended
to (i) comply with the requirements of the Uniformed Services Employment and
Reemployment Rights Act of 1994, the Small Business Job Protection Act of 1996,
the Taxpayer Relief Act of 1997 and the Internal Revenue Service Restructuring
and Reform Act of 1998, and (ii) make certain other desired changes.


 


Effective January
1, 2002, the Plan is hereby amended to (i) comply with the requirements of the
Economic Growth and Tax Relief Reconciliation Act of 2001 that are effective
January 1, 2002 and the Job Creation and Worker Assistance Act of 2002, (ii)
permit catch-up deferrals for participants age 50 and over, and (iii) make
certain other desired changes.


 


The Plan set forth in this document
shall apply only to an employee who terminates employment on or after January 1,
2002 or, with respect to any provision with an earlier effective date as
specified in this document, such earlier date. 
The rights and benefits, if any, of other employees shall be determined
in accordance with the provisions of the Plan as it existed prior to such date.


 

















 


ARTICLE I



DEFINITIONS


 


As used herein,
the following terms shall have the following meanings, unless the context
clearly indicates otherwise.


 


Section 1.1             “Accounts”
shall mean the various accounts maintained under the Plan for each Participant
to which shall be credited the Contributions made by or on behalf of such
Participant.  A Participant’s Accounts
may include his “Deferral Account,” his “Discretionary Profit Sharing
Contribution Account,” his “Matching Account,” his “Qualified Employer
Contribution Account,” and his “Rollover Account,” as further described in
Article IV.


 


Section 1.2             “Affiliated
Company” shall mean any corporation which is included within a controlled group
of corporations (within which the Company is also included) as determined under
section 1563(a) of the Code without regard to sections 1563(a)(4) and (e)(3)(C)
of the Code; provided, however, that for the purposes of Section 5.6 such
determination under section 1563(a) of the Code shall be made by substituting
the phrase “at least 50 percent” for the phrase “at least 80 percent” each
place it appears in section 1563(a)(1) of the Code.


 


Section 1.3             “Beneficiary”
shall mean any person or persons (including a fiduciary or fiduciaries, whether
individual or corporate) designated by a Participant or otherwise determined to
be entitled to a benefit hereunder pursuant to Section 11.6.


 


Section 1.4             “Board”
shall mean the Board of Directors of the Company.


 


Section 1.5             “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


Section 1.6             “Committee”
shall mean the administrative committee appointed by the Board in accordance
with the provisions of Article XIII.


 


Section 1.7             “Company”
shall mean Kerzner International North America, Inc. (formerly known as Sun
International North America, Inc.).


 


Section 1.8             “Compensation”
shall mean the total remuneration paid by an Employer to an Employee during
each Plan Year and reported on IRS Form W-2, other than bonuses, any amounts
withheld from a Participant’s paycheck for taxes or other reasons, or taxable
income due to stock option exercises, plus any amount contributed to the Plan
which qualifies as “Deferral Contributions” as defined in Section 3.2 or any
amount contributed by the Employee through salary reduction to another 401(k)
plan maintained by the Employer, a cafeteria plan maintained by the Employer
pursuant to


 


2

















 


section 125 of the Code or a transportation fringe
benefit plan maintained pursuant to section 132(f) of the Code which is not
includable in the gross income of the Participant.  For purposes of calculating Deferral
Contributions under Section 3.2, Compensation shall exclude taxes withheld and
reported on IRS Form W-2 and any amount contributed by the Employee through
salary reduction to (a) any 401(k) plan maintained by the Employer other than
the Plan, (b) a cafeteria plan maintained by the Employer pursuant to section
125 of the Code or (c) a transportation fringe benefit plan maintained pursuant
to section 132(f) of the Code, which is not includable in the gross income of
the Participant.  For purposes of Article
V, Compensation shall include bonuses and taxable income due to stock option
exercises, and, at the election of the Company, exclude any amount contributed
to the Plan which qualifies as “Deferral Contributions” as defined in Section
3.2 or any amount contributed by the Employee through salary reduction to
another 401(k) plan maintained by the Employer, a cafeteria plan maintained by
the Employer pursuant to section 125 of the Code, a qualified transportation
fringe benefit plan maintained by the Employer pursuant to section 132(f) of
the Code and/or remuneration paid to the Employee while he was not a
Participant in the Plan.  Notwithstanding
anything herein to the contrary, effective January 1, 1998, any amounts
deducted on a pre-tax basis for group health coverage because the Employee is
unable to certify that he or she has other health coverage, so long as the
Employer does not request or collect information regarding the Employee’s other
health coverage as part of the enrollment process for the Employer’s health
plan, shall be treated as an amount contributed by the Employer pursuant to a
salary reduction agreement to a cafeteria plan for purposes of determining the
Employee’s Compensation.  Compensation in
excess of the applicable limit under section 401(a)(17) of the Code shall be
disregarded with respect to any Plan Year.


 


Section 1.9             “Contributions”
shall mean monies paid into the Fund by or on behalf of a Participant.  A Participant’s Contributions may include his
“Deferral Contributions,” his “Discretionary Profit Sharing Contributions,” his
“Matching Contributions” and his “Qualified Employer Contributions” as further
described in Article III.


 


Section 1.10           “Determination
Year” shall mean the Plan Year for which a determination is being made of an
Employee’s Highly Compensated Employee status pursuant to Section 1.20.


 


Section 1.11           “Disability”
shall mean a total and permanent inability to meet the requirements of the
Participant’s customary employment which can be expected to last for a
continuous period of not less than 12 months.


 


Section 1.12           “Effective
Date” shall mean January 1, 2002, or, with respect to any provision with an
earlier effective date as specified in this document, such earlier date. The
original “Effective Date” of the Plan shall mean January 18, 1982.


 


Section 1.13           “Eligible
Employee” shall mean any Employee, other than (a) an Employee whose terms and
conditions of employment are determined through collective bargaining, unless
the collective bargaining agreement provides for the Employee’s participation
in the Plan, (b) an individual who performs services for the Employer as a
leased employee within the meaning of section 414(n) of the Code, (c) an
Employee who, as to the United States, is a non-resident alien with no U.S.
source income from the Employer, and (d) an individual classified by the
Company or an Affiliated Company as an independent contractor or any other
individual who is not classified by the Company or an Affiliated Company as an
employee for purposes of withholding federal employment taxes, regardless of
any contrary governmental or judicial determination relating to such employment
status or tax withholding obligation.  If
an individual in such a non-employee classification is subsequently
reclassified as, or determined to


 


3

















 


be, an employee by the Internal Revenue Service, any
other governmental agency or authority, or a court, or if an Employer or
Affiliated Company is required to reclassify such an individual as an employee
as a result of such reclassification or determination (including any
reclassification by an Employer or Affiliated Company in settlement of any
claim or action relating to such individual’s employment status), such individual
shall become eligible to become a Participant in this Plan from the later of
the actual or effective date of such reclassification or determination.


 


Section 1.14           “Employee”
shall mean all individuals employed by the Company or a Participating Employer,
including leased employees within the meaning of section 414(n)(2) of the Code.


 


Section 1.15           “Employer”
shall mean the Company and/or any Participating Employer either collectively or
individually as the context requires.


 


Section 1.16           “Employment
Commencement Date” shall mean the date on which the Employee first performs an
Hour of Service for an Employer.


 


Section 1.17           “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as it may from
time to time be amended.


 


Section 1.18           “415
Compensation” shall mean the total of a Participant’s wages, salary and other
amounts paid by an Employer and reported on IRS Form W-2, and Deferral
Contributions under this Plan and any amount contributed pursuant to a salary
reduction election to another 401(k) plan maintained by the Employer, a
cafeteria plan maintained pursuant to section 125 of the Code or a
transportation fringe benefit plan maintained pursuant to section 132(f) of the
Code, which is not includable in the gross income of the Participant.
Notwithstanding the foregoing, effective January 1, 1998, any amounts deducted
on a pre-tax basis for group health coverage because the Employee is unable to
certify that he or she has other health coverage, so long as the Employer does
not request or collect information regarding the Employee’s other health
coverage as part of the enrollment process for the Employer’s health plan,
shall be treated as an amount contributed by the Employer pursuant to a salary
reduction agreement to a cafeteria plan for purposes of determining the
Employee’s 415 Compensation.


 


Section 1.19           “Fund”
shall mean the total corpus of the Trust.


 


Section 1.20           “Highly
Compensated Employee” shall mean:


 


(a)           Each
Employee who performed services for an Employer or an Affiliated Company during
the Determination Year and who:


 


(i)            was
at any time in the Determination Year or the preceding Determination Year a
five-percent owner (as defined in section 416(i) of the Code and the
regulations issued thereunder); or


 


(ii)           for
the preceding Determination Year—


 


4

















 


(A)          received
415 Compensation from the Employer or an Affiliated Company in excess of
$80,000, as adjusted by the Secretary of the Treasury in accordance with
section 414(q) of the Code; and


 


(B)           was
a member of the group consisting of the top twenty percent (20%) of Employees
when ranked on the basis of 415 Compensation paid during such preceding
Determination Year.


 


(b)           For
purposes of determining the number of Employees in the top-paid group under
subparagraph (a)(ii)(B), Employees who have less than six months of service,
Employees who work less than 171⁄2 hours per week or less than six months per
year, Employees who have not attained age 21 and nonresident aliens shall be
excluded.


 


(c)           A
former employee shall be treated as a Highly Compensated Employee if such
employee was a Highly Compensated Employee when such employee incurred a
Severance from Service Date, or if such employee was a Highly Compensated
Employee at any time after attaining age 55.


 


Section 1.21           “Hour
of Service” shall mean each hour for which an Employee is directly or
indirectly paid or entitled to payment by the Company or an Affiliated Company
for the performance of employment duties, pursuant to the provisions of section
2530.200b-2(a)(1) of ERISA, which is incorporated herein by reference.


 


Section 1.22           “Investment
Fund” shall mean any one of the funds comprising the Fund.


 


Section 1.23           “Non-Highly
Compensated Employee”, shall mean an Employee who is not a Highly Compensated
Employee.


 


Section 1.24           “Normal
Retirement Age” shall mean age 65.


 


Section 1.25           “Participant”
shall mean any Employee who meets the participation requirements of Article II.


 


Section 1.26           “Participating
Employer” shall mean each Affiliated Company listed on Appendix A and each
other Affiliated Company which, with the consent of the Board, adopts this Plan
and joins in the corresponding Trust Agreement. 
An Affiliated Company which is a foreign corporation as defined in
Section 7701(a)(5) of the Code may only adopt this Plan on behalf of its
Employees who are citizens of the United States or resident aliens of the U.S.
with U.S. source income.


 


Section 1.27           “Period
of Severance” shall mean a 12-consecutive month period beginning on an individual’s
Severance from Service Date or any anniversary thereof and ending on the next
succeeding anniversary of such date during which the individual is not credited
with at least one Hour of Service.  In
the case of an individual who is absent from work for maternity or paternity
reasons, the 12-consecutive month period beginning on the date of such absence
or


 


5

















 


the first anniversary of such absence shall not
constitute a Period of Severance.  For
the purposes of this Section, an absence from work for maternity or paternity
reasons means an absence (a) by reason of the pregnancy of the individual, (b)
by reason of the birth of a child of the individual, (c) by reason of the
placement of a child with the individual in connection with the adoption of
such child by such individual, or (d) for purposes of caring for such child for
a period beginning immediately following such birth or placement.  In order to receive credit for absence under
this Section, an individual shall provide to the Committee, in the form and
manner prescribed by the Committee, information establishing (a) that the
absence from work is for reasons set forth in this paragraph and (b) the number
of days for which there was such an absence. 
Nothing in this Section shall be construed as expanding or amending any
maternity or paternity leave policy of the Employer.


 


Section 1.28           “Plan”
shall mean the Kerzner International North America, Inc. Retirement Savings
Plan (formerly known as the Sun International North America, Inc. Retirement
Savings Plan) as set forth herein and as it may from time to time be amended.


 


Section 1.29           “Plan
Year” shall mean a period of 12 months commencing on any January 1 and ending
on the following December 31.


 


Section 1.30           “Qualified
Domestic Relations Order” shall mean a judgment, decree or order (including
approval of a property settlement agreement) made pursuant to a state domestic
relations law (including a community property law) which:


 


(a)           relates
to the provision of child support, alimony payments or marital property rights
to a spouse, former spouse, child or other dependent of a Participant (the “Alternate
Payee”);


 


(b)           creates
or recognizes the existence of the Alternate Payee’s right to, or assigns to
the Alternate Payee the right to, receive all or a portion of the benefits
payable to a Participant under this Plan;


 


(c)           specifies
(i) the name and last known mailing address (if any) of the Participant and
each Alternate Payee covered by the order, (ii) the amount or percentage of the
Participant’s Plan benefits to be paid to the Alternate Payee, or the manner in
which such amount or percentage is to be determined, and (iii) the number of
payments or the period to which the order applies and each plan to which the
order relates; and


 


(d)           does
not require the Plan to (i) provide any type or form of benefit, or any option
not otherwise provided under the Plan, (ii) provide increased benefits, or
(iii) pay benefits to the Alternate Payee that are required to be paid to
another Alternate Payee under a prior Qualified Domestic Relations Order.


 


Section 1.31           “Qualified
Military Service” shall mean service in the uniformed services (as defined in
chapter 43 of title 38, United States Code) by any Employee if such Employee is
entitled to reemployment rights under such chapter with respect to such
service.


 


6

















 


Section 1.32           “Reemployment
Commencement Date” shall mean the first day on which an individual performs an
Hour of Service after incurring a Period of Severance.


 


Section 1.33           “Required
Distribution Date” shall mean:


 


(a)           in
the case of a Participant or a former Participant who is a five-percent (5%)
owner (within the meaning of section 416(i) of the Code) with respect to the
Plan Year in which the Participant attains age 701⁄2, April 1 of the calendar
year following the calendar year in which the Participant attains age 701⁄2; and


 


(b)           in
the case of all other Participants, April 1 of the calendar year following
the later of (i) the calendar year in which the Participant attains age 701⁄2, or
(ii) the calendar year in which the Participant has a Severance from Service
Date.


 


Section 1.34           “Severance
from Service Date” shall mean the earlier of (a) the date on which an
individual quits, retires, is discharged or dies, or (b) the first anniversary
of the first day of a period in which an individual remains absent from service
(with or without pay) with the Employer for any reason other than a quit,
retirement, discharge or death, such as vacation, holiday, sickness,
disability, leave of absence or layoff.


 


Section 1.35           “Spouse”
shall mean the spouse or surviving spouse of the Participant, as the context
requires; provided, that a former spouse shall be treated as the spouse or
surviving spouse to the extent provided under a Qualified Domestic Relations
Order.


 


Section 1.36           “Trust”
shall mean the trust established pursuant to and forming a part of this Plan to
receive and control the assets of the Plan.


 


Section 1.37           “Trustee”
shall mean the persons or corporation acting, at any time, as trustee of the
Trust.


 


Section 1.38           “Valuation
Date” shall mean the last day of each calendar quarter and any other date, as
determined by the Committee, that is closer to the event requiring valuation of
any Investment Fund shares credited to a Participant’s Accounts under the
Plan.  Notwithstanding the foregoing, for
purposes of determining the amount of the benefit to be distributed to a
Participant pursuant to Article XI, “Valuation Date” shall mean the date on
which the Investment Funds in which the Participant’s Accounts are invested are
liquidated, in accordance with uniform and nondiscriminatory procedures
determined by the Committee.


 


Section 1.39           “Years
of Service” shall mean the service credited to an Employee for purposes of
determining the Employee’s eligibility to participate in the Plan and the
Employee’s vested interest in the Employee’s Accounts.  The following rules shall apply in
calculating Years of Service under this Plan:


 


(a)           An
Employee shall be credited with full and partial Years of Service for the
period from the Employee’s Employment Commencement Date or Reemployment


 


7

















 


Commencement Date to the Employee’s Severance from
Service Date.  Years of Service shall be
calculated on the basis that 12 consecutive months of employment equal one
year.  For this purpose, partial years of
service shall be aggregated.


 


(b)           If
an Employee retires, quits or is discharged, the period commencing on the Employee’s
Severance from Service Date and ending on the first date on which the Employee
again performs an Hour of Service shall be taken into account, if such date is
within 12 consecutive months of the date on which the Employee last performed
an Hour of Service.


 


(c)           If
an Employee is absent from work for a reason other than one specified in
Section 1.39(b) and within 12 months of the first day of such absence, the
Employee retires, quits or is discharged, the period commencing on the first
day of such absence and ending on the first day the Employee again performs an
Hour of Service shall be taken into account, if such day is within 12 months of
the date the Employee’s absence began.


 


(d)           Notwithstanding
the foregoing, if an Employee is absent for Qualified Military Service under
leave granted by the Employer or Affiliated Company or required by law, and,
thereafter, while the Employee’s reemployment rights are protected by law,
returns to the active employment with the Employer or Affiliated Company while
the Employee’s re-employment rights are protected by law or on a temporary
leave of absence authorized by the Employer or Affiliated Company in accordance
with standard personnel policies announced to the Employees, provided that the
Employee immediately returns to the active employment with the Employer or
Affiliated Company after the end of such leave of absence, the entire period of
absence shall be taken into account.


 


(e)           For
purposes of determining an Employee’s eligibility to participate in the Plan
under Section 2.1, and the Employee’s vested interest under Section 6.2, Years
of Service shall include all periods described in paragraphs (a), (b), (c) and
(d) above (including those periods during which the Employee was a leased
employee within the meaning of section 414(n) or 414(o) of the Code where
section 414(n)(5) does not apply to negate the applicability of section 414(n)
of the Code) whether or not the Employee qualified as an Employee during those
periods.


 


(f)            Notwithstanding
anything herein to the contrary, effective January 1, 2003, an Employee of
Kerzner International California, Inc. shall be credited with prior service for
eligibility and vesting purposes by treating the Employee’s original hire date
with Pinehurst Resorts, Inc. or Troon Gold, L.L.P. as his Employment
Commencement Date.


 


Notwithstanding
the foregoing, years of service and partial years of service credited under the
terms of the Sun International Resorts, Inc. Retirement Savings Plan
immediately prior to the date that such plan was merged with and into the Plan
shall be credited as Years of Service; provided, however, that service for any
period shall not be counted twice.


 


8

















 


ARTICLE II




PARTICIPATION


 


Section 2.1             Participation.  Each Eligible Employee who was a Participant
in the Plan on December 31, 2001 shall remain a Participant on January 1, 2002,
if he is then an Eligible Employee.  Each
Employee hired on or after the Effective Date of this amendment and restatement
who has attained age 21 shall become a Participant at the beginning of the next
available payroll period following the date on which he completes one-quarter
(1/4) of a Year of Service.


 


Section 2.2             Change
of Job Classification and Transfers. 
In the event a change of job classification or a transfer to an
Affiliated Company results in a Participant no longer qualifying as an Eligible
Employee, such Employee shall cease to be a Participant as of the effective
date of such change of job classification or transfer, but the Employee shall
not be deemed to have incurred a Severance from Service Date.  Should such Employee again qualify as an
Eligible Employee, he shall become a Participant as of the effective date of
such change.  If the Affiliated Company
maintains a qualified retirement plan which permits the transfer of a
Participant’s Accounts from this Plan to such plan, such Participant, upon
notice in the form and at the time prescribed by the Committee, may elect to
have the value of his Accounts transferred to such other plan; provided,
however, that the Committee, in its sole discretion, may refuse to allow a
transfer if such transfer would violate the provisions of section 411(d)(6) of
the Code and the regulations thereunder.


 


Section 2.3             Re-Entry.  A Participant or an Employee who has
completed one-quarter (1/4) or more of a Year of Service as of his Severance
from Service Date, and who is subsequently reemployed by the Employer, shall
resume or become a Participant on the first day of the payroll period next
following the date he is reemployed.  An
Employee who has not completed a Year of Service as of his Severance from
Service Date, and who is subsequently reemployed by the Employer, shall be
eligible to participate as provided in section 2.1; provided, however, that
service prior to the Employee’s Severance from Service Date shall be canceled
if he has incurred a Period of Severance of 5 consecutive years.


 


9

















 


ARTICLE III




CONTRIBUTIONS


 


Section 3.1             General
Requirements.  Participants are not
required to make Contributions hereunder. 
In order to make Contributions, a Participant shall make an election, in
the manner prescribed by the Committee, to reduce Compensation and make
Deferral Contributions in accordance with the provisions of this Article III,
which shall become effective on the first day of the payroll period next
following the receipt of such election or as otherwise prescribed by the
Committee.  Notwithstanding the
foregoing, the Committee, in its sole discretion, may amend or revoke a
Participant’s election at any time, if the Committee determines that
Contributions or allocations to such Participant’s Account would otherwise
exceed the limitations of Article V.


 


Section 3.2             Deferral
Contributions.  A Participant shall
be eligible to contribute Deferral Contributions into the Fund each Plan Year
in accordance with the following subsections:


 


(a)           A
Participant’s Deferral Contributions into the Fund shall be any amount up to
100% of the Compensation otherwise payable to the Participant during each
payroll period and contributed into the Fund.


 


(b)           A
Participant who attains age 50 prior to the end of a Plan Year may elect to
authorize the Employer, in accordance with procedures established by the Committee
and subject to any limitations imposed by the Committee, to make additional
Deferral Contributions to the Plan by reducing his Compensation for any pay
period or periods by an amount not to exceed $1,000 in any Plan Year (or such
other amount as may be applicable under section 414(v) of the Code), reduced
by, to the extent required by applicable Treasury regulations, any other
elective deferrals contributed on the Participant’s behalf pursuant to section
414(v) of the Code for the Plan Year; provided, however, that Deferral
Contributions shall be treated for purposes of applying the limitations of
Articles V and XII as contributed under subsection (a) above in lieu of this
subsection unless the Participant is unable to make additional Deferral
Contributions under subsection (a) above for the Plan Year due to limitations
imposed by the Plan or applicable federal law.


 


Section 3.3             Discretionary
Profit Sharing Contributions.  Each
Employer may contribute such amounts, if any, as shall be determined by its board
of directors, in its sole discretion, on behalf of its Employees who
participate in the Plan.  Discretionary
Profit Sharing Contributions shall be allocated, as of the last day of such
Plan Year, to the Discretionary Profit Sharing Contribution Account of each
eligible Participant who was employed during the Plan Year in the proportion
that each such Participant’s Compensation for the Plan Year bears to the total
Compensation of all such Participants for the Plan Year.


 


Section 3.4             Matching
Contributions.  The Company, at its
discretion, may make Matching Contributions to the Plan on behalf of Employees
who participate in the Plan in an


 


10

















 


amount not to exceed fifty percent (50%) of each
Participant’s first 4% of Compensation payable to the Participant during each
payroll period and contributed as Deferral Contributions pursuant to Section
3.2(a); provided, however, that a Participant shall be eligible to receive a
Matching Contribution for a payroll period only if he is employed on the last
day of such payroll period. 
Notwithstanding the foregoing, effective January 1, 2003, the amount of
the Matching Contributions shall be one-hundred percent (100%) of each Participant’s
Deferral Contributions made pursuant to Section 3.2(a), up to 2% of
Compensation payable to the Participant during each payroll period; provided,
however, that a Participant shall be eligible to receive a Matching
Contribution for a payroll period only if he is employed on the last day of
such payroll period.  No Matching
Contributions shall be made to the Plan with respect to any Deferral
Contributions made pursuant to Section 3.2(b).


 


Section 3.5             Rollover
Contributions.  The Plan shall
accept, as “Rollover Contributions” made on behalf of any Eligible Employee,
cash equal to (1) all or a portion of the amount received by the Eligible
Employee as a distribution (excluding the portion of any such distribution that
consists of after-tax employee contributions) from an eligible rollover plan (as
defined in Section 11.10(b)(ii)), or (2) an amount transferred directly to the
Plan (pursuant to section 401(a)(31) of the Code) on the Eligible Employee’s
behalf by the trustee of an eligible rollover plan (as defined in Section
11.10(b)(ii)), but only if the deposit qualifies as a rollover as defined in
section 402 of the Code (or, section 408 of the Code, with respect to a
rollover from an individual retirement account described in section 408(a) of
the Code or an individual retirement annuity described in section 408(b) of the
Code).


 


If the amount received does not qualify as a Rollover
Contribution, the amount shall be refunded to the Eligible Employee.


 


Section 3.6             Limitation
on Deferral Contributions. 
Notwithstanding anything contained herein to the contrary, a Participant’s
total Deferral Contributions made pursuant to Section 3.2(a) together with
elective deferrals (as defined in section 402(g) of the Code) under any other
plan or arrangement maintained by the Employer or an Affiliated Company during
any calendar year, excluding elective deferrals made to any such plan pursuant
to section 414(v) of the Code, shall not exceed the dollar limitation in effect
under section 402(g) of the Code for any calendar year.


 


Section 3.7             Return
of Deferral Contributions.  If the
Participant’s Deferral Contributions made under Section 3.2(a) and his elective
deferrals made under any other qualified cash or deferred arrangement
maintained pursuant to section 401(k) of the Code for a taxable year, exceed
the maximum dollar amount excludable from gross income under section 402(g) of
the Code (after any Deferral Contributions have been returned to the
Participant pursuant to Article V), the Participant shall allocate to the Plan
or to such other qualified cash or deferred arrangement the excess
deferrals.  The Participant shall notify
the Committee of such allocation in writing no later than the March 1 following
the Participant’s taxable year in which the excess deferrals were made.  If
the sum of a Participant’s elective deferrals from the Plan and any other plan
or arrangement maintained by the Employer or an Affiliated Company exceed the
maximum dollar amount excludable from gross income under section 402(g) of the
Code for the


 


11

















 


calendar year, the Participant shall be deemed to have
notified the Committee of such excess deferrals.   Notwithstanding any other provisions of the
Plan, not later than the April 15 following the close of the taxable year, the
Committee may cause the Trustee to distribute to the Participant the excess
deferrals (adjusted for any income or loss attributable thereto and subject,
however, to the withholding of taxes and other amounts as though such amounts
were current remuneration) allocated to the Plan by the Participant pursuant to
this Section.  In the event a Participant
receives a distribution of excess Deferral Contributions pursuant to this
Section 3.7, the Participant shall forfeit any Matching Contributions (plus
income thereon determined as described in Section 5.5(e)) allocated to the
Participant by reason of the distributed Deferral Contributions.  For purposes of determining the necessary
forfeiture, Matching Contributions previously distributed pursuant to Section
5.5(d) shall be treated as forfeited under this Section 3.7.


 


Section 3.8             Contributions
to the Fund.  Amounts representing a
Participant’s Deferral Contributions shall be deducted from payrolls pursuant
to a salary reduction agreement between the Employer and the Participant, and
such amounts shall be contributed to the Fund as soon as administratively
practicable, but in no event later than the 15th business day of the month
following the month in which such Deferral Contributions were withheld from the
Participant’s Compensation. 
Discretionary Profit Sharing Contributions shall be made no later than
the last date on which amounts so paid may be deducted for federal income tax
purposes for the taxable year of the Employer in which the Plan Year ends.  Matching Contributions for any payroll period
shall normally be contributed to the fund as soon as administratively
practicable, but in no case later than the time prescribed by law for taking a
deduction for federal income tax purposes.   Qualified Employer Contributions
for any Plan Year shall be made no later than 12 months after the close of the
Plan Year to which the contribution relates, unless otherwise prescribed by
law.  The requirements of this section
3.7 shall not apply to contributions made pursuant to section 3.14.


 


Section 3.9             Suspension
or Change in Rates of Contributions. 
A Participant may suspend or change the rate of his Deferral
Contributions by submitting a request, in the manner and at the times
prescribed by the Committee, prior to the first day of the payroll period as of
which the suspension or change is to become effective.  All Contributions by a Participant shall be
suspended without any request on his part for any month in which he is on leave
of absence without Compensation.  Such
suspension shall continue until the first day of the month following the
termination of such leave, and Participants shall not be permitted to pay
suspended Contributions.


 


Section 3.10           Deductibility
of Contributions.  Contributions
under the Plan are conditioned upon their deductibility under section 404 of
the Code and, to the extent the deduction is disallowed, shall be returned to
the Employer or the Participant as appropriate within one year after the
disallowance of the deduction.  For
purposes of this Section, a Contribution which is not deductible in the current
taxable year of the Employer but may be deducted in taxable years of the
Employer subsequent to the year in respect of which it is made, shall not be
considered to be disallowed. 
Notwithstanding the foregoing, the maximum amount


 


12

















 


which may be returned to the Employer or a Participant
shall be the value of the Contribution on the date it is returned.


 


Section 3.11           Mistake.  In the case of a Contribution which is made
under a mistake of fact, such Contribution shall be returned to the Employer or
the Participant, as appropriate, within one year after the payment of the
Contribution.  Notwithstanding the
foregoing, the maximum amount which may be returned to the Employer or a
Participant shall be the value of the Contribution on the date it is returned.


 


Section 3.12           Contributions
Conditioned on Plan Qualification. 
All Contributions under the Plan are conditioned on the initial
qualification of the Plan under sections 401(a) and 401(k) of the Code, and if
the Plan is found not to so qualify, it shall be terminated in accordance with
the provisions of Section 14.2 and the Fund shall be distributed to the
Participants and the Employer, as appropriate, within one year after the denial
of such qualification.


 


Section 3.13           Records.  All Contributions transferred to the Trustee
under the Plan shall be accompanied by instructions from the Committee to the
Trustee that:  (a) identify the
Participant on whose behalf the Contribution is being made; and (b) state
whether the Contribution represents a Deferral Contribution under Section 3.2,
a Discretionary Profit Sharing Contribution under Section 3.3 or a Matching
Contribution under Section 3.4.


 


Section 3.14           Contributions
For Periods of Military Service. 
Notwithstanding any provision of this Plan to the contrary, all
contributions with respect to periods of Qualified Military Service shall be
provided in a manner consistent with Code section 414(u), as follows:


 


(a)           Deferral
Contributions.  The Employer shall
permit a reemployed Participant (who is reemployed while his reemployment
rights are protected by law) to make additional Deferral Contributions during
the period which begins on the date of the reemployment of such Participant and
has the same length as the lesser of:


 


(i)            the
product of 3 and the period of Qualified Military Service which resulted in
such rights, and


 


(ii)           5
years.


 


The amount of
additional Deferral Contributions permitted under this subsection (a) is the
maximum amount of the Deferral Contributions that the Participant would have
been permitted to make under the Plan during the period of Qualified Military
Service if the Participant had continued to be employed by the Employer during
such period and received compensation as determined under subsection (e).  Proper adjustment shall be made to the amount
determined under the preceding sentence for any Deferral Contributions actually
made during the period of such Qualified Military Service.


 


(b)           Discretionary
Profit Sharing Contributions.  The
Employer shall contribute to the Plan on behalf of a Participant an amount
equal to the Discretionary Profit


 


13

















 


Sharing Contribution that would have been allocated under
Section 3.3 had the Participant continued to be employed and received
Compensation during the applicable period of military service.


 


(c)           Matching
Contributions.  The Employer shall
make a Matching Contribution on behalf of a Participant with respect to any
additional Deferral Contributions made by the Participant pursuant to
subsection (a) on the same basis Matching Contributions would have been made
under Section 3.4 had such Deferral Contributions actually been made during the
period of Qualified Military Service.


 


(d)           Qualified
Employer Contributions.  The Company
shall contribute to the Plan, on behalf of each Participant who returns from
Qualified Military Service as described in Section 1.31, an amount equal to the
Qualified Employer Contributions that would have been required under Section
3.15 had such Participant continued to be employed and received Compensation
during the period of Qualified Military Service.


 


(e)           Limitation
on Crediting of Earnings and Forfeitures. 
Nothing in this Section 3.14 shall be construed as requiring (i) any
crediting of earnings to a Participant with respect to any Deferral
Contribution, Discretionary Profit Sharing Contribution or Matching
Contribution before such contribution is actually made, or (ii) any allocation
of any forfeiture with respect to the period of Qualified Military Service.


 


(f)            Compensation.  For purposes of this Section 3.14, a
reemployed Participant shall be treated as receiving Compensation and 415
Compensation during a period of Qualified Military Service equal to:


 


(i)            the
Compensation and 415 Compensation the Participant would have received during
such period if the Participant were not in Qualified Military Service,
determined based on the rate of pay the Participant would have received from
the Employer but for absence during the period of Qualified Military Service,
or


 


(ii)           if
the Compensation and 415 Compensation the Participant would have received
during such period was not reasonably certain, the Participant’s average
Compensation during the 12-month period immediately preceding the Qualified
Military Service (or, if shorter, the period of employment immediately
preceding the Qualified Military Service).


 


(g)           Inapplicability
of Certain Limitations.  If any
contributions are made by a Participant or the Employer in accordance with this
Section 3.14:


 


(i)            any
such contribution shall not be subject to any otherwise applicable limitation
contained in, and the Plan shall not be treated as failing to meet the
requirements of, Section 3.6, 5.6, 5.8, and shall not be taken into account in
applying such limitations to other contributions or benefits under the Plan
with respect to the year in which the contribution is made;


 


14

















 


(ii)           any
such contribution shall be subject to the limitations referred to in
subparagraph (g)(i) with respect to the year to which the contribution relates
(in accordance with rules prescribed by the Secretary of the Treasury); and


 


(iii)          the
Plan shall not be treated as failing to meet the requirements of Sections 5.2,
5.4 and 5.5 or Article XII by reason of such contributions.


 


Section 3.15           Qualified
Employer Contributions.  The Company
may, in its discretion, make Qualified Employer Contributions for a Plan Year
that (a) shall be allocated to some or all Non-Highly Compensated Employees who
have met the eligibility requirements of Article II pro rata on the basis of
the Deferral Contributions or Compensation for the Plan Year or in a uniform
dollar amount, as determined by the Company, in an amount that is necessary to
help satisfy any or all of the tests in Sections 5.2, 5.4 or 5.5 or (b) shall
be allocated in the manner prescribed by the Company to correct any operational
or demographic failure pursuant to any correction program or policy established
by the Internal Revenue Service or the Department of Labor.


 


15

















 


ARTICLE IV




PARTICIPANT ACCOUNTS


 


Section 4.1             Deferral
Account.  Deferral Contributions made
on behalf of a Participant shall be allocated to his Deferral Account and shall
be invested in accordance with the provisions of Article VII.


 


Section 4.2             Discretionary
Profit Sharing Contribution Account. 
Discretionary Profit Sharing Contributions made on behalf of a Participant
shall be allocated to his Discretionary Profit Sharing Contribution Account and
shall be invested in accordance with the provisions of Article VII.


 


Section 4.3             Matching
Account.  Matching Contributions made
on behalf of a Participant shall be allocated to his Matching Account and shall
be invested in accordance with the provisions of Article VII.


 


Section 4.4             Qualified
Employer Contribution Account. 
Qualified Employer Contributions made on behalf of a Participant in
respect of any Plan Year shall be allocated to his Qualified Employer
Contribution Account and shall be invested in accordance with the provisions of
Article VII.


 


Section 4.5             Rollover
Account.   Rollover Contributions
transferred to the Plan on a Participant’s behalf pursuant to Section 3.5 shall
be allocated to the Participant’s Rollover Account and shall be invested in
accordance with the provisions of Article VII.


 


Section 4.6             Maintenance
of Accounts.  With respect to each
Participant, the Trustee shall maintain separately the Accounts referred to in
Sections 4.1, 4.2, 4.3, 4.4 and 4.5.  The
Committee shall furnish the Trustee with instructions in accordance with
Section 3.13 enabling the Trustee to allocate properly all Contributions under
the Plan to said Accounts.  In making
such allocation, the Trustee shall be fully entitled to rely on the
instructions furnished by the Committee and shall be under no duty to make any
inquiry or investigation with respect thereto.


 


Section 4.7             Statements.  The Trustee shall furnish each Participant
statements at least annually reflecting the current fair market value of the
Participant’s Accounts under the Plan.


 


16

















 


ARTICLE V



LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS


 


Section 5.1             General
Requirements.  For any Plan Year, (a)
Contributions under the Plan shall not exceed the limitations on deductions
imposed under section 404(a)(3) of the Code; (b) the Plan shall satisfy the
coverage requirements of section 410(b)(1) of the Code; (c) the Plan shall
satisfy the average deferral percentage test set forth in Section 5.2; (d) the
Plan shall satisfy the average contribution percentage test set forth in
Section 5.4; and (e) the Plan shall satisfy the limitation on use of
percentage tests set forth in Section 5.5 when applicable.


 


Section 5.2             Average
Deferral Percentage Test.  The
average deferral percentage for Highly Compensated Employees who are
Participants for the Plan Year shall not exceed the greater of (a) or (b) as
follows:


 


(a)           The
average deferral percentage for the current Plan Year for Participants who are
Non-Highly Compensated Employees, multiplied by 1.25, or


 


(b)           The
average deferral percentage for the current Plan Year for all Participants who
are Non-Highly Compensated Employees, multiplied by 2.0; provided that the
average deferral percentage for Highly Compensated Employees who are
Participants may not exceed the average deferral percentage for Non-Highly
Compensated Employees who are Participants by more than two percentage points.


 


Notwithstanding
the foregoing, the average deferral percentage test for 2002 shall be performed
based on the average deferral percentage for the prior Plan Year for
Participants who are Non-Highly Compensated Employees.


 


Section 5.3             Average
Deferral Percentage.  For purposes of
Section 5.2, the term “average deferral percentage” as applied to a specified
group of Participants shall mean the average of the ratios, calculated
separately for each such Participant in such group of:


 


(a)           the
amount of (i) Deferral Contributions (excluding any Deferral Contributions
taken into account in determining the average contribution percentage in
Section 5.4(a), distributed to a Non-Highly Compensated Employee pursuant to a
claim for distribution under Section 3.7, returned to the Participant pursuant
to Section 5.6(c), contributed pursuant to Section 3.2(b) and any other
elective deferrals made pursuant to section 414(v) of the Code), plus (ii) at
the election of the Employer, the amount of Qualified Employer Contributions
paid to the Plan on behalf of each such Participant for such Plan Year, to


 


(b)           the
Participant’s Compensation for such Plan Year; provided, however, that the
Committee may determine, for any Plan Year, to consider only that Compensation
paid to a Participant while he was a Participant in the Plan.


 


17

















 


For the purposes
of this Section, the deferral percentage of a Highly Compensated Employee who
is a Participant under this Plan and who has made elective deferrals under any
other qualified cash or deferred arrangement (excluding plans that are not
permitted to be aggregated under Treas. Reg. §1.401(k)-1(b)(3)(ii)(B))
maintained by the Employer or an Affiliated Company pursuant to section 401(k)
of the Code shall be the sum of his deferral percentages under all such plans.


 


Section 5.4             Average
Contribution Percentage Test.  The
term “average contribution percentage test” shall mean the numerical test set
forth in Section 5.2 substituting for the term “average deferral percentage”
the term “average contribution percentage.” Notwithstanding the foregoing, the
average contribution percentage test for 2002 shall be performed based on the
average contribution percentage for the prior Plan Year for Participants who
are Non-Highly Compensated Employees.


 


(a)           The
term “average contribution percentage” as applied to a specified group of
Participants shall mean the average of the ratios, calculated separately for
each such Participant in such group of:


 


(i)            the
amount of (a) Matching Contributions paid to the Plan on behalf of such
Participant for such Plan Year (excluding Matching Contributions that are
distributed or returned to the Company under Section 3.7 or 5.6), plus (B) at
the discretion of the Company, Deferral Contributions made under Section 3.2(a)
(excluding elective deferrals made pursuant to section 414(v) of the Code),
plus, at the election of the Employer, Qualified Employer Contributions paid to
the Plan on behalf of such Participant for such Plan Year, to


 


(ii)           the
Participant’s Compensation for such Plan Year; provided, however, that the
Committee may determine to consider
only that Compensation paid to a Participant while he was a Participant in the
Plan.


 


(b)           Deferral
Contributions may be taken into account under this Section only to the extent
necessary to satisfy the average contribution percentage test, and only to the
extent that the Plan continues to satisfy the average deferral percentage test
set forth in Section 5.2 without taking into account such Deferral Contributions.


 


(c)           Matching
Contributions may be taken into account under this Section only the extent that
they are not used to satisfy the average deferral percentage test.


 


(d)           If
a Highly Compensated Employee participates in any other plan of the Employer to
which Employer matching contributions, Employee contributions or elective
deferrals are made, all such contributions shall be aggregated for purposes of
this Section (excluding plans that are not permitted to be aggregated under
Treas. Reg. §1.401(m)-1(b)(3)(ii)).


 


18

















 


Section 5.5             Correction
of Excess Contributions.


 


(a)           Excess
Deferral Contributions shall be returned to Highly Compensated Employees in the
manner set forth in Section 5.5(c) hereof if the limitations under Section 5.2
or 5.4 are exceeded.  Excess Deferral
Contributions to be returned to Highly Compensated Employees shall be
determined by:


 


(i)            reducing
the actual deferral percentage of Highly Compensated Employee(s) with the
highest average deferral percentage until the nondiscrimination test of Section
5.2 has been satisfied or until the actual deferral percentage of such Highly
Compensated Employee(s) is equal to the actual deferral percentage of the
Highly Compensated Employee with the next highest average deferral percentage;


 


(ii)           repeating
the process in paragraph (i) above until the nondiscrimination test of Section
5.2 is satisfied; and


 


(iii)          converting
into a dollar amount any reduction in the actual deferral percentage of each affected
Highly Compensated Employee.


 


(b)           The
amount of excess Matching Contributions to be returned to Highly Compensated
Employees shall be determined in the manner set forth in Section 5.5(a)
above.  Excess Matching Contributions, if
any, shall be returned to Highly Compensated Employees in the manner set forth
in Section 5.5(d) hereof.


 


(c)           Should
the average deferral percentage of Highly Compensated Employees for a Plan Year
exceed the restrictions described in Section 5.2, the excess Highly Compensated
Employees’ Deferral Contributions (determined under Section 5.5(a)) shall be
distributed from the Deferral Account of the Highly Compensated Employee(s)
with the greatest amount of Deferral Contributions for the Plan Year or until
the Deferral Contributions made by such Highly Compensated Employee(s) equals
the Deferral Contributions made by the Highly Compensated Employee(s) with the
next greatest amount of Deferral Contributions for the Plan Year.  Distributions shall first be made with
respect to Deferral Contributions that are not taken into account in
determining Matching Contributions pursuant to Section 3.4.  This process shall be repeated until all the
excess Deferral Contributions attributable to the applicable test have been
distributed.  For purposes of this
subsection (c), Deferral Contributions made under Section 3.2(b) and any other
elective deferrals made pursuant to section 414(v) of the Code shall not be
taken into account.


 


(d)           Notwithstanding
the foregoing, at the election of the Committee and in accordance with rules
uniformly applicable to all affected Participants, the average deferral
percentage reduction described in this Section may be accomplished, in whole or
in part, by recharacterizing the excess Deferral Contributions as Deferral
Contributions made under Section 3.2(b) to the extent permitted by Code section
414(v) and regulations issued thereunder. 
In the event a Participant’s excess Deferral Contributions are
recharacterized as Deferral Contributions made under Section 3.2(b) pursuant to
this subsection (d), the Participant shall forfeit any Matching Contributions
(plus income thereon determined as described in Section 5.5(e)) allocated to
the Participant by reason of the recharacterized Deferral Contributions.


 


19

















 


(e)           Should
the average contribution percentage of Highly Compensated Employees for a Plan
Year exceed the restrictions described in Section 5.3, the excess Highly
Compensated Employees’ Matching Contributions (determined under Section 5.5(b))
shall be distributed or, if forfeitable, forfeited from the Matching Account of
the Highly Compensated Employee with the greatest actual contribution
percentage in the manner described in section 5.5(c) hereof.  Amounts to be forfeited shall include a
proportionate share of earnings.


 


(f)            The
distribution or forfeiture of excess Contributions pursuant to subsection (c)
or (d) above shall be made within two and one half (2-1/2) months following the
close of such Plan Year, if administratively practicable, but in no event later
than the last day of the twelve month period following the close of such Plan
Year.  Any Matching Contributions
(excluding Matching Contributions that are distributed or forfeited pursuant to
the provisions of subsection (d)) plus related earnings that have been
allocated to a Participant on account of excess Deferral Contributions that are
returned pursuant to subsection (c) shall be forfeited.  Amounts forfeited shall, at the discretion of
the Committee, be used to (i) pay any administrative expenses of the Plan, (ii)
fund benefits required to be restored under Section 9.3 or (iii) reduce the
Employer’s obligation to make Matching Contributions allocated under Section
3.4.


 


(g)           Notwithstanding
anything in this Section to the contrary, for any Highly Compensated Employee
who is an active Participant in the Plan while simultaneously eligible to
participate in any other qualified retirement plan maintained by the Employer
or an Affiliated Company (excluding any such plan which is not permitted to be
aggregated with the Plan pursuant to Treas. Reg. §1.401(k)-1(b)(3)(ii)(B) or
§1.401(m)-1(b)(3)(ii)) under which the Employee has made employee contributions
or elective deferrals, or is credited with employer matching contributions for
the year, the Committee shall coordinate corrective actions under this Plan and
such other plan for the year.


 


Section 5.6             Maximum
Allocation to Participants.


 


(a)           Notwithstanding
any other provision of this Plan, the amount of the Annual Addition to each
Participant’s Accounts for any Plan Year may not exceed the lesser of:


 


(i)            $40,000
(as adjusted under section 415(d) of the Code), or


 


(ii)           one-hundred
percent (100%) of the total 415 Compensation paid to the Participant during a
Plan Year.


 


(b)           For
purposes of this Section, “Annual Addition” means (i) the sum of all
contributions by the Participant or by the Employer or an Affiliated Company
hereunder or under any other defined contribution plan maintained by either,
except elective deferrals distributed pursuant to Section 3.7 or Deferral
Contributions made pursuant to Section 3.2(b) or any other elective deferrals
made pursuant to section 414(v) of the Code; (ii) all forfeitures allocated to
the Participant’s accounts under such plans; and (iii) all amounts described in
sections 415(1)(1) (relating to contributions allocated to individual medical
accounts which are part of a pension or


 


20

















 


annuity plan) and 419A(d)(2) (relating to
post-retirement medical or life insurance benefit accounts for key employees of
the Code.


 


(c)           If
a Participant’s Annual Addition exceeds the amount specified in Section 5.8(a),
as a result of the reallocation of forfeitures, a reasonable error in
estimating the Participant’s Compensation, a reasonable error in determining
the amount of elective deferrals (within the meaning of section 402(g) of the
Code) or such other circumstances as permitted by law, the Committee shall
determine which portion, if any, of such excess amount is attributable to the
Participant’s Deferral Contributions, and/or Discretionary Profit Sharing
Contributions, and/or Matching Contributions and/or Qualified Employer
Contributions, if any, until such amount has been exhausted.  To the extent any portion of a Participant’s
Deferral Contributions are determined to be excess under this Section, such
Deferral Contributions, with income thereon, shall be returned to the
Participant as soon as administratively practicable.  To the extent
any portion of the Discretionary Profit Sharing Contributions, Matching
Contributions or Qualified Employer Contributions allocable to a Participant
are determined to be excess under this Section, while the Participant remains
an Eligible Employee, his excess Discretionary Profit Sharing Contributions,
Matching Contributions, and/or Qualified Employer Contributions shall be held
in a suspense account (which shall share in investment gains and losses of the
Fund) by the Trustee until the following Plan Year (or any succeeding Plan
Years), at which time such amounts shall be allocated to the Participant’s
Accounts before any Discretionary Profit Sharing Contributions, Matching
Contributions or Qualified Employer Contributions are made on his behalf for
the Plan Year.  When the Participant
ceases to be an Eligible Employee, his excess Discretionary Profit Sharing
Contributions and/or Matching Contributions and/or Qualified Employer
Contributions held in the suspense account shall be allocated in the following
Plan Year (or any succeeding Plan Years) to the Accounts of other Participants
in the Plan.  Furthermore, the Committee
shall perform any other actions as may be necessary to preserve the Plan’s
status as a qualified plan.


 


Section 5.7             Aggregation.  For purposes of Sections 5.2, 5.4 and 5.5,
the Plan shall be aggregated and treated as a single plan with other plans
maintained by the Employer or an Affiliated Company to the extent that the Plan
is aggregated with any such other plan for purposes of satisfying section 410(b)
(other than section 410(b)(2)(a)(ii)) of the Code.


 


21

















 


ARTICLE VI



THE TRUST


 


Section 6.1             Establishment
of Trust.  All assets of the Plan
shall be held in the Trust forming a part of the Plan established by the
execution of a trust agreement by and between the Company and the Trustee.  No part of the principal or income of the
Trust shall be used for, or diverted to, purposes other than the exclusive
benefit of the Participants and their beneficiaries and defraying reasonable
expenses of administering the Plan to the extent not otherwise paid by the
Company.  No person shall have any
interest in or right to any part of the earnings of the Fund, or any right in,
or to, or under the Trust or any part of the assets thereof, except as and to
the extent expressly provided in the Plan.


 


Section 6.2             Removal
of Trustee.  All Contributions under
the Plan received by the Trustee together with any earnings thereon, shall be
held, managed and administered by the Trustee in accordance with the terms and
conditions of the Trust Agreement.  The
Committee may remove the Trustee at any time upon such notice as is required by
the Trust Agreement.  Upon such removal
or upon resignation of the Trustee, the Committee shall designate a successor
Trustee.


 


Section 6.3             Investment
Funds.  The Fund shall consist of
separate Investment Funds selected by the Committee.  The Committee may, in its discretion,
establish additional funds and may terminate any fund from time to time.  The Investment Funds may include, but shall
not be limited to, funds managed by the Trustee, or by an Investment Company
regulated under the Investment Company Act of 1940.  The Investment Funds may, in whole or in
part, be invested in any common, collective, or commingled trust fund
maintained by the Trustee, which is invested principally in property of the
kind specified for that particular Investment Fund and which is maintained for
the investment of the assets of plans and trusts which are qualified under the
provisions of section 401(a) of the Code and exempt from Federal taxation under
the provisions of section 501(a) of the Code, and during such period of time as
an investment through any such medium exists the declaration of trust of such
trust shall constitute a part of the Trust.


 


Section 6.4             Investment
Direction.  All Contributions under
the Plan that are allocated to any separate Account of a Participant in
accordance with Article IV shall be invested by the Trustee in shares of the
Investment Funds as directed by the Participant pursuant to Article VII, which
shares shall be credited to the Participant’s separate Account.  If the Participant fails to direct any assets
held in his Accounts, such assets shall be invested as directed by the
Committee or its delegate.


 


Section 6.5             Reinvestment
of Income.  All interest, dividends,
capital gains, distributions and other income received with respect to any
shares of an Investment Fund credited to any separate Account of a Participant
under the Plan shall be reinvested by the Trustee in additional shares of the
same Investment Fund and credited to the Participant’s separate Account.


 


22

















 


ARTICLE VII



INVESTMENT DIRECTIONS


 


Section 7.1             Investment
of Contributions. Investments of a Participant’s Contributions shall be
made in such percentages as the Participant may direct to the Investment Funds
available.  The percentage allocation of
a Participant’s future Contributions to be paid into and invested in the
Investment Funds may be changed not more frequently than once each pay period
in the manner prescribed by the Committee.


 


Section 7.2             Investment
of Rollover Account.  In accordance
with rules and regulations issued by the Committee, each Participant shall have
the right to direct that his Rollover Account, if any, be invested in the
manner prescribed in Section 7.1.


 


Section 7.3             Transfer
of Investments.  A Participant may,
in the manner and at the times prescribed by the Committee, transfer any
portion, in whole percentage increments, of his interest in any Investment Fund
to any one or a combination of the other Investment Funds.


 


Section 7.4             Notice.  Any direction or notice pursuant to Section
7.1, 7.2 and/or 7.3 shall be made in accordance with such rules as may be established
by the Committee.


 


Section 7.5             Reliance
on Investment Direction.  All
investment directions or notices by Participants pursuant to Section 7.1, 7.2
or 7.3 shall be furnished by the Participant directly to the Trustee in the
manner prescribed by the Trustee or timely furnished by the Committee to the
Trustee.  In making any investment of
Plan assets, the Trustee shall be fully entitled to rely on such directions or
notices furnished by the Participant or the Committee.


 


Section 7.6             Fiduciary
Responsibility.  This Plan is
intended to constitute a plan described in section 404(c) of the Employee
Retirement Security Act of 1974, as amended, and Title 29 of the Code of
Federal Regulations §2550.404c-1. 
Neither the Company, the Employer, the Committee, the Trustee nor any
other Plan fiduciary shall be liable for any losses which are the direct and
necessary result of investment instructions provided by any Participant,
beneficiary or Alternate Payee.


 


23

















 


ARTICLE VIII



CREDITS TO PARTICIPANTS


 


Section 8.1             Crediting
of Accounts.  Contributions by or for
a Participant shall be credited to his Accounts as provided in Article IV.  The Committee or its delegate shall keep
appropriate records so that the distinction between Accounts and amounts
attributable to each may be maintained as credits are shifted from one
Investment Fund to another pursuant to Article VII.


 


Section 8.2             Valuation
of Funds.  For purposes of
distributions to a Participant or his Beneficiary, the amount of any Investment
Fund shares credited to a separate Account of a Participant shall be determined
by the fair market value of the shares as of the following dates:


 


(a)           in
the case of a withdrawal payment of amounts from an Investment Fund, on the
Valuation Date coinciding with or immediately preceding the effective date of
the withdrawal payment; and


 


(b)           in
the case of a distribution under Article XI, the Valuation Date related to the
date of distribution.


 


Section 8.3             Commingling
of Assets.  The Trustee may hold a
Participant’s Accounts in one or more commingled funds if accounting records
are maintained in such a form that all investment events, including both
realized and unrealized gains and losses as well as receipt of dividends and
interest, occurring during each interval between Valuation Dates will be
allocated to the Participant’s Account or Accounts with respect to which such
investment event or events occurred.


 


24

















 


ARTICLE IX



VESTING


 


Section 9.1             Vesting
Schedule.


 


(a)           A
Participant shall be fully vested in the balance of his Deferral Account and
his Qualified Employer Contribution Account at all times.


 


(b)           A
Participant hired by the Employer prior to January 1, 1998 shall vest in
amounts contributed to his Discretionary Profit Sharing Contribution Account
and Matching Account during a Plan Year (including subsequent earnings and
losses on these amounts) in accordance with the following schedule:


 




	
  Years of Service

  	
   

  	
  Vested Interest

  	
   

  
	
  Less than 1

  	
   

  	
  0

  	
  %

  
	
  1

  	
   

  	
  33-1/3

  	
  %

  
	
  2

  	
   

  	
  66-2/3

  	
  %

  
	
  3

  	
   

  	
  100

  	
  %

  






 


(c)           A
Participant hired by the Employer on or after January 1, 1998 shall vest in
amounts contributed to his Discretionary Profit Sharing Contribution Account
and Matching Account during a Plan Year (including subsequent earnings and
losses on these amounts) in accordance with the following schedule:


 




	
  Years of Service

  	
   

  	
  Vested Interest

  	
   

  
	
  Less than 1

  	
   

  	
  0

  	
  %

  
	
  1

  	
   

  	
  20

  	
  %

  
	
  2

  	
   

  	
  40

  	
  %

  
	
  3

  	
   

  	
  60

  	
  %

  
	
  4

  	
   

  	
  80

  	
  %

  
	
  5 or more

  	
   

  	
  100

  	
  %

  






 


(d)           A
Participant’s interest in his Discretionary Profit Sharing Contribution Account
and Matching Account shall in any case become 100% vested upon his attainment
of Normal Retirement Age or upon the occurrence of a Disability or death.


 


25

















 


Section 9.2             If
a Participant has received a distribution from his Discretionary Profit Sharing
Contribution Account or his Matching Account, at a time when he has less than a
one hundred percent (100%) vested interest in such Account, his vested interest
in such Account at all times prior to the date on which he incurs a Period of
Severance of 5 consecutive years, shall be an amount “X” determined by the
formula X=P(AB+(RxD))-(RxD), when:


 


“P” =        the
Participant’s vested interest as determined under subsection (b) on the date of
reference.


 


 “AB” =   the
balance, as of the date of reference, of the Participant’s Discretionary Profit
Sharing Contribution Account or Matching Account.


 


“D” =       the
amount of the distribution.


 


“R” =        the
ratio of AB to the balance, immediately following the distribution, of the
Participant’s Discretionary Profit Sharing Contribution Account or Matching
Account.


 


In the event that
the Participant has received more than one such distribution, his vested
interest in such Account shall be an amount “X(n)” determined by the formula
X(n)=P[AB+((R(1)xD(1))+(R(2)xD(2))+...+(R(n)xD(n))]-[(R(1)xD(1))+(R(2)xD(2))+...+
(R(n)xD(n))], when D(1) is the amount of the first such distribution, D(2) is
the amount of the second such distribution, and so forth, and R(1) is the ratio
of the AB to the balance of the Discretionary Profit Sharing Contribution
Account or Matching Account following the first distribution, R(2) is the ratio
of AB to the balance of the Discretionary Profit Sharing Contribution Account
or Matching Account immediately following the second distribution, and so
forth.


 


Section 9.3             Effect
of Periods of Severance for Vesting Purposes.  For purposes of determining a Participant’s
vested interest in his Discretionary Profit Sharing Account and his Matching
Account, the following rules shall apply:


 


(a)           Except
as otherwise provided in this Section, in the case of any Participant who has
incurred a Period of Severance and is subsequently reemployed by the Employer,
Years of Service and any partial Year of Service before the Participant’s
Severance from Service Date shall be aggregated with Years of Service and any
partial Year of Service after the Participant’s Reemployment Commencement Date.


 


(b)           In
the case of any Participant who is reemployed after incurring five consecutive
Periods of Severance, Years of Service after such five-year period shall not be
taken into account for the purposes of determining the vested interest
attributable to Matching Deposits made before such five-year period.


 


26

















 


Section 9.4             Forfeitures.


 


(a)           If
a Participant is not fully vested in his Discretionary Profit Sharing Account
and Matching Account as described in Section 9.1 at the time he incurs a
Severance from Service Date, the unvested portion of the Participant’s Accounts
shall be forfeited as of the earlier of:


 


(i)            the
date on which he receives a distribution of his entire vested interest in his
Accounts; or


 


(ii)           the
last day of the Plan Year in which he incurs five consecutive year Period of
Severance.


 


A Participant
whose vested Account balance is zero shall be deemed to have received a
distribution of his Accounts as of his Severance from Service Date.


 


(b)           If
a Participant is rehired by the Employer before incurring Period of Severance
of 5 consecutive years, any amount forfeited under subsection (a) shall be
restored to his Discretionary Profit Sharing Account and Matching Account;
provided, however, that, if the Participant has previously received a
distribution of the nonforfeitable portion of his Discretionary Profit Sharing
Account and Matching Account, such restoration shall occur if, and only if, he
repays the full amount of such distribution prior to the earlier of (i) the
fifth anniversary of the date of his reemployment with the Employer; or (ii)
his incurrence of five consecutive Periods of
Severance.   Such restoration shall be made from currently
forfeited amounts in accordance with subsection (a), or from additional
contributions by the Employer.


 


(c)           Amounts
forfeited in accordance with subsection (a) or Section 3.7 in a Plan Year shall
be used to first restore future amounts required to be restored in accordance
with subsection (b) with respect to the Plan Year.  After such restoration, if any, is made, such
amounts shall be used to reduce future Discretionary Profit Sharing Account and
Matching Contributions made by the Employer by which the former Participant was
employed, or to defray administrative costs of the Plan as determined by the
Company.


 


27

















 


ARTICLE X



WITHDRAWALS AND LOANS


 


Section 10.1           Withdrawals.  A Participant may request a withdrawal of up
to the entire amount in his Accounts upon giving notice in the manner and at
the time prescribed by the Committee. 
All such withdrawals shall be subject to the following limitations:


 


(a)           Except
as provided in subsection (b) below, no amounts may be withdrawn from a
Participant’s Accounts unless he has attained age 59-1/2.  A Participant who has attained age 59-1/2 may
withdraw all or a portion of the his vested Accounts at any time, exclusive of
the amount of any outstanding loan under Section 10.3.


 


(b)           If
the Committee determines, on a uniform, nondiscriminatory basis, and on the
basis of all relevant facts and circumstances, that a withdrawal is requested
on account of an immediate and heavy financial need of the Participant, and the
withdrawal is necessary to satisfy such financial need, the Committee may
permit the Participant to withdraw the vested portion of his Accounts,
excluding amounts contributed to the Qualified Employer Contribution Account
and the earnings in his Deferral Account accrued after December 31, 1988.  A withdrawal request shall be deemed to be on
account of an immediate and heavy financial need if it is on account of:


 


(i)            expenses
for medical care described in section 213(d) of the Code incurred by the
Participant, his Spouse or dependents, as defined in section 152 of the Code,
(or as the distribution is necessary for such persons to obtain such medical
care);


 


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


 


(iii)          payment
of tuition and related educational fees for the next 12 months of post-secondary
education for the Participant, his Spouse or his dependents;


 


(iv)          the
need to prevent the eviction of the Participant from his principal residence or
foreclosure on the mortgage of the Participant’s principal residence; or


 


(v)           such
other circumstances as may be prescribed by the Secretary of the Treasury or
his delegate.


 


A distribution
shall not be treated as necessary to satisfy an immediate and heavy financial
need of a Participant to the extent the amount of the distribution is in excess
of the amount required to relieve the financial need or to the extent such need
may be satisfied from other resources that are reasonably available to the
Participant.  The amount of an immediate
and heavy financial need of a Participant shall include any amounts necessary
to pay any federal, state or local income taxes or penalties reasonably
anticipated to result from the distribution. 
A Participant’s


 


28

















 


resources shall
include those assets of his spouse and minor children that are reasonably
available to the Participant.


 


(c)           Unless
otherwise provided in subsection (d), a Participant who requests a withdrawal
pursuant to subsection (b) must certify, on a form provided by the Committee,
that his financial need cannot be relieved:


 


(i)            through
reimbursement or compensation by insurance or otherwise;


 


(ii)           by
reasonable liquidation of the Participant’s assets to the extent such
liquidation would not itself cause an immediate and heavy financial need;


 


(iii)          by
cessation of contributions to the Plan; or


 


(iv)          by
other distributions from the Plan, by other distributions or loans from plans
maintained by any employer or by borrowing from commercial sources on
reasonable commercial terms.


 


(d)           If
the certification described in subsection (c) is not provided by the
Participant, a distribution will only be made on account of financial hardship
if:


 


(i)            the
Participant has obtained all other distributions and loans available under all
plans maintained by the Employer or an Affiliated Company; and


 


(ii)           Deferral
Contributions and any other Employee contributions under all plans maintained
by the Employer or an Affiliated Company are suspended for 6 months following
the receipt of the financial hardship withdrawal.  The Participant’s Deferral Contributions
under Section 3.2 shall automatically resume following the required period of
suspension, unless the Participant elects otherwise.


 


Section 10.2           Payment
of Withdrawal.  Any withdrawals shall
be taken proportionately from each Investment Fund in which the Participant’s
Accounts are invested, unless the Committee, in a uniform and nondiscretionary
manner, permits Participants to select from which Investment Fund amounts are
to be withdrawn.  Amounts shall be paid
within sixty (60) days of the effective date of the withdrawal.  Distribution shall be made in cash.  Withdrawals on account of financial hardship
shall be distributed first from the vested portion of the Participant’s
Matching, Qualified Employer Contribution and Rollover Accounts and then, if
there is financial need remaining, from the Participant’s Deferral Account.


 


Section 10.3           Loans.


 


(a)           A
Participant who is an Employee of an Employer and any other Beneficiary who is
a party-in-interest, as that term is defined in section 3(14) of ERISA, may
request a loan.  Only two outstanding
loans are permitted for each Participant or Beneficiary.


 


29

















 


(b)           There
shall be no minimum loan amount.


 


(c)           In
no event shall the amount of the loan, when added to the outstanding balance of
all prior loans to such Participant or Beneficiary made under this Plan and all
other qualified retirement plans sponsored by the Employer or an Affiliated
Company, exceed the lesser of:


 


(i)            $50,000,
reduced by the excess (if any) of (a) the highest outstanding balance of all
loans to the Participant under qualified retirement plans sponsored by the
Employer or an Affiliated Company during the 12-month period ending on the day
before the date on which such loan was made, over, (B) the outstanding balance
of all such loans immediately before the loan in question was made; or


 


(ii)           50%
of the sum of the vested balances credited to his accounts under all defined
contribution plans sponsored by the Employer or an Affiliated Company.


 


Notwithstanding (ii) above, loans made to Participants
and Beneficiaries under this Plan shall be further limited to 50% of the vested
balance credited to the Participant’s or Beneficiary’s Accounts.


 


(d)           Applications
for a loan must be submitted in the manner as prescribed by the Committee.  All such loans shall be subject to the final
approval of the Committee, in its sole discretion, which discretion shall be
exercised as to all eligible individuals on a reasonably equivalent basis;
provided, however, that the Committee may make reasonable distinctions among
prospective borrowers on the basis of creditworthiness.  The Committee shall have the right to require
any applicant for a loan to secure the written consent of any party for whose
benefit there exists a Qualified Domestic Relations Order in respect to the
Participant’s interest under the Plan. 
Subject to considerations relating to a Participant’s or Beneficiary’s
creditworthiness and ability or deemed ability to repay the loan, loans shall
not be made available to Participants and Beneficiaries who are or were Highly
Compensated Employees in an amount greater than the amount available to other
Participants or Beneficiaries.


 


(e)           All
loans shall be made upon such terms and conditions as the Committee shall
determine, which shall include provisions for repayment and adequate security,
and interest on the unpaid principal at a fixed or variable rate of interest
commensurate with the interest rates charged by persons in the business of
lending money on a national basis for loans that would be made under similar
circumstances, as determined by the Committee from time to time.


 


(f)            Unless
otherwise specified, no loan shall have a term in excess of five years, except
in the case of a loan used to acquire the Participant’s or Beneficiary’s
principal residence, and the loan shall be repaid on a schedule providing for
level amortization determined by the Committee.


 


(g)           The
monthly payments due on all new loans made on or after January 1, 2001 shall be
repaid by the Participant through payroll withholding.  An outstanding loan shall


 


30

















 


be considered in default no later than 3 months
following the date that payroll withholding ends or is insufficient to make the
loan repayment.  All loans made prior to
January 1, 2001 shall be repaid in accordance with the terms of the applicable
loan note.


 


(h)           If
a Participant who is repaying a loan through payroll withholding is granted a
leave of absence that is for a period of not more than one year and during
which the Participant’s Compensation is insufficient to pay the required loan
installment, payment of the loan may be waived during the leave of absence in
accordance with rules and procedures established by the Committee.  In the event of such a waiver, a Participant
may repay the amounts that were so waived upon return to active employment or
the loan may be reamortized over the remaining term of the loan, in accordance
with rules and procedures established by the Committee; provided, however,
that, subject to the requirements of subsection (e), the loan may be
reamortized over a longer period if the installments due after the leave ends
(or, if earlier, after the first year of the leave) are not less than those
required under the terms of the original loan and the requirements of
subsection (f) are met.


 


(i)            If
a Participant has a loan outstanding during a period of Qualified Military
Service, the Committee may permit loan repayments to be suspended during the
period of Qualified Military Service in accordance with Code section 414(u)
and, if so suspended, upon the Participant’s reemployment by the Employer
within the time during which the Participant’s right to reemployment is
protected by applicable law, the loan payment schedule shall resume with the
original maturity date of the promissory note adjusted to reflect such period
of Qualified Military Service.


 


(j)            Each
loan shall be considered a separate Investment Fund for purposes of Article V.  All loans shall be taken proportionately from
each Investment Fund, in which the Participant’s or Beneficiary’s Accounts are
invested.


 


(k)           If
any loan to a Participant is unpaid on the date that he or his Beneficiary
applies for a distribution of the balance of his Accounts pursuant to Article
XI, such loan, in all events and notwithstanding the terms thereof, shall
become immediately due and payable on such date, and the amount thereof,
together with any accrued unpaid interest thereon, shall be deducted from the
amount of any distribution to which the Participant or his Beneficiary may
become entitled.


 


(l)            The
conditions and terms of all such loans shall be applied in a uniform and
consistent manner with respect to all Participants.


 


(m)          A
loan may be partially or fully prepaid at any time without penalty with
additional cash payments. 
Notwithstanding the foregoing, partial prepayment is not permitted for
loans made on or after January 1, 2001.


 


(n)           In
the event of a default, foreclosure on the promissory note will not occur until
a distributable event occurs under Article XI.


 


31

















 


(o)           A
loan shall be considered in default if the Participant:


 


(i)            breaks
a promise under the Promissory Note;


 


(ii)           makes
a false or misleading statement in obtaining the loan; or


 


(iii)          dies,
becomes insolvent, makes assignment for the benefit of creditors, has an entry
of judgement against him, has the whole or part of his property attached, or
files a petition in bankruptcy or a petition in bankruptcy is filed against the
Participant.


 


Section 10.4           Instructions.  All loans or withdrawal payments to a
Participant or Beneficiary under the Plan shall be made by the Trustee from the
appropriate Account of the Participant only upon receipt of instructions,
written or otherwise at the discretion of the Committee, furnished by the
Participant to the Trustee setting forth the amount of the loan or withdrawal
payment and the name and address of the recipient.  In making any such loan or withdrawal payment
under the Plan, the Trustee shall be fully entitled to rely on the instructions
furnished by the Participant.


 


32

















 


ARTICLE XI



DISTRIBUTION OF BENEFITS


 


Section 11.1           Lump
Sum Distribution after Termination. 
If a Participant incurs a Severance from Service Date for any reason
other than death, the total amount in all of his Accounts shall be
distributable to him in one lump sum payment, unless the Participant elects, in
the manner and at the time provided by the Committee, to have such
distributable amounts payable in another form prescribed by Section 11.2.  Distribution shall be made in cash.  Distribution shall normally be made as soon
as administratively practicable following the Severance from Service Date, but
no earlier than the Valuation Date coinciding with or immediately following his
Severance from Service Date; provided however, that no distribution shall be
made to a Participant prior to his Normal Retirement Date unless the Participant
consents to the distribution in accordance with Section 11.4.  The Participant shall have the right to elect
a distribution of the entire value of his Accounts at any time after the
Severance from Service Date and before he reaches his Required Distribution
Date.  If the Participant does not
consent to an immediate distribution under this Article XI upon his Severance
from Service Date, the entire value of the Participant’s Accounts shall be paid
to the Participant no later than his Required Distribution Date.  Notwithstanding the foregoing, if the total
nonforfeitable amount credited to the Accounts of the terminated Participant
does not exceed $5,000 at the time the distribution is to commence, the
Committee shall distribute such amount in a lump sum without the Participant’s
consent as soon as administratively practicable following the annual date
selected each year by the Committee on which the Committee will make such
distributions to all terminated Participants. 
Notwithstanding the preceding sentence, any eligible rollover
distribution in excess of $1,000 but not in excess of $5,000 made after the
effective date of final regulations issued by the Department of Labor with
respect to section 401(a)(31)(B) of the Code shall be transferred directly to
the individual retirement plan of a designated trustee or insurer, unless the
Participant elects to receive such distribution or roll such distribution over
to an eligible retirement plan.  Any
amounts not distributed under this Section shall continue to be subject to
investment direction by the Participant in accordance with the provisions of
Article VII.


 


Section 11.2           Optional
Form of Distribution.  The
Participant may elect to have the balance of his Accounts distributed in equal
installment payments on a monthly, quarterly, semiannual or annual basis over a
fixed period not to exceed the life expectancy of the Participant or the
combined life expectancies of the Participant and Beneficiary (determined at
the time the distribution commences) payable in cash.


 


Section 11.3           Consent
Rules.  The Committee shall furnish
to each Participant who elects to receive a distribution from his Accounts
prior to his Normal Retirement Age written information relating to the
Participant’s right to defer payment until Normal Retirement Age, the modes of
payment available, the relative values of each form of payment, and the
Participant’s right to make a direct rollover as set forth in Section
11.10.  Such information must be supplied
not less than thirty days nor more than ninety days prior to the benefit
commencement date.


 


33

















 


Notwithstanding the preceding sentence, a Participant’s
benefit commencement date may occur less than thirty days after such
information has been supplied to the Participant,
provided that, after the Participant has received such information and has been
advised of the right to a thirty day period to make a decision regarding the
distribution, the Participant affirmatively elects a distribution.


 


Section 11.4           Distribution
at Death.  If a Participant’s
employment terminates by reason of his death, or he dies prior to receiving all
installments due under Section 11.2, his Beneficiary shall be entitled to
receive a distribution in full of the total amount remaining in his
Accounts.  Such distribution shall be in
a lump sum or, at the election of the Beneficiary, in the manner and at the
time provided by the Committee. Notwithstanding the foregoing, if the
Beneficiary is the Participant’s Spouse, distribution may be deferred, at the
election of the Spouse, in the manner set forth in Section 11.1, but not to a
date later than what would have been the Participant’s Normal Retirement
Date.  A Spouse may elect to receive the
balance of the Participant’s Accounts in any form that would have been
available to the Participant on his Severance from Service Date.


 


Section 11.5           Written
Instructions.  All distributions
under the Plan shall be made by the Trustee only upon receipt of written
instructions furnished by the Committee setting forth the amount and manner of
the distribution and the name and address of the recipient.  In making any such distribution under the
Plan, the Trustee shall be fully entitled to rely on the instructions furnished
by the Committee and shall be under no duty to make any inquiry or
investigation with respect thereto.


 


Section 11.6           Required
Distributions.  Distribution of a
Participant’s Account shall commence before the 60th day following the close of
the Plan Year in which the Participant attains his Normal Retirement Age or he
has a Severance from Service Date, whichever occurs last.  Notwithstanding anything herein to the
contrary, a Participant’s interest in his Account(s) (a) shall be distributed
to him no later than the Required Distribution Date, or (b) shall be
distributed beginning no later than the Required Distribution Date in
installments pursuant to Section 11.2; provided, that the period over which
distributions are made does not extend beyond the life expectancy of the
Participant or the joint life expectancies of the Participant and his
designated Beneficiary.  If distribution
in the form of installments has commenced in accordance with clause (b) of the
preceding sentence and the Participant dies before his entire interest has been
distributed to him, his remaining interest shall be distributed over the
remaining number of installments payable as of the date of his death.  If the Participant dies before distribution
of his Account has begun, the Participant’s entire interest shall be
distributed within five years after his death. 
The preceding sentence shall not apply, however, if any portion of the
Participant’s interest is payable to (or for the benefit of) a designated
Beneficiary over a period not extending beyond the life expectancy of such
Beneficiary and distribution begins not later than one year after the date of
the Participant’s death or such later date permitted under applicable
regulations.  If the designated
Beneficiary is the surviving Spouse of the Participant, distributions are not
required to begin earlier than the date on which the Participant would have
attained his Normal Retirement Date.  If
the surviving Spouse dies before distributions begin, the five-year
distribution requirement shall be applied as if the surviving Spouse were the
Participant.


 


34

















 


Prior to January
1, 2003, all distributions shall be determined and made in accordance with the
regulations promulgated under section 401(a)(9) of the Code that were proposed
in 1987, including the minimum distribution incidental benefit requirement of
section 1.401(a)(9)-2 of the proposed regulations.  Effective January 1, 2003, all distributions
shall be determined and made in accordance with the final regulations promulgated
under section 401(a)(9) of the Code, including the minimum distribution
incidental benefit requirement of Q&A-1(d) of section 1.401(a)(9)-5 of the
final regulations; provided, however, that, if a Participant’s benefit
commencement date is prior to January 1, 2003, the amount of any installment
payments after January 1, 2003 shall not be decreased by the application of the
final regulations.


 


Section 11.7           Designation
of Beneficiary.  Each Participant
shall, by written notice to the Committee, designate a Beneficiary or
Beneficiaries to receive any payment to which such Participant may be entitled
under the Plan at the time of his death. 
If a Participant designates a Beneficiary (including any class of Beneficiaries
or any contingent Beneficiaries) other than or in addition to his Spouse, the
Spouse of the Participant must consent in writing to such Beneficiary
designation on a form provided by the Committee, which consent shall be
irrevocable.  Such consent shall state
the specific non-Spouse Beneficiary (including any class of Beneficiaries or
any contingent Beneficiaries) who will receive the benefit, shall acknowledge
the financial effect of the election on the Spouse’s right to benefits under
the Plan, and shall be witnessed by the Secretary of the Committee, a Plan
representative designated by the Committee or a notary public.  The spousal consent requirement may be waived
if it is established, to the satisfaction of the Committee, that the consent
may not be obtained because there is no Spouse, because the Spouse cannot be
located after reasonable efforts have been made, or because other circumstances
exist to excuse spousal consent under applicable regulations.  Any Beneficiary designation made by a Participant
which does not meet the requirements of this Section shall be deemed null and
void.  The Participant shall have the
right to change a Beneficiary designation or any subsequent Beneficiary subject
to the spousal consent provisions of this Section.  In the absence of an effective Beneficiary
designation, any amounts distributable after the death of a Participant shall
be paid to the Participant’s Spouse or, if there is no Spouse, to the
Participant’s estate.


 


Section 11.8           Claims
Procedure.


 


(a)           In
the event that the Committee denies, in whole or in part, a claim for benefits
by a Participant or his beneficiary, the Committee shall furnish notice of the
denial to the claimant, setting forth:


 


(i)            the
specific reasons for the denial;


 


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


 


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


 


35

















 


(iv)          the
procedure for the appeal of such denial and the time limits applicable to such
procedures, including a statement of the claimant’s right to bring a civil
action under section 502(a) of ERISA following an adverse benefit determination
on review.


 


If the
claim does not involve disability benefits, the notice described above shall be
forwarded to the claimant within ninety (90) days of the Committee’s receipt of
the claim; provided, however, that in special circumstances the Committee may
extend the response period for up to an additional ninety (90) days, provided
that the Committee so notifies the claimant in writing and specifies the reason
or reasons for such extension.


 


If the
claim involves disability benefits, the notice described above shall be
forwarded to the claimant within forty-five (45) days of the Committee’s
receipt of the claim; provided, however, that in special circumstances the
Committee may extend the response period for up to an additional sixty (60)
days.  If special circumstances require
an extension of time for processing the claim, a written notice of an extension
of up to thirty (30) days will be provided to the claimant before the end of
the initial forty-five (45) day period that specifies the reason or reasons for
such extension.  If, prior to the end of
the initial thirty (30) day extension, the Committee determines that a decision
cannot be rendered within the extension period, the determination period may be
extended for up to an additional thirty (30) days if the claimant is notified of
the second extension before the end of the initial extension.


 


(b)           Within
sixty (60) days of receipt of a notice of claim denial that does not involve
disability benefits, a claimant or his duly authorized representative may
petition the Committee in writing for a full and fair review of the
denial.  In connection with any such
appeal, the claimant or his duly authorized representative shall be provided,
upon request and free of charge, reasonable access to, and copies of, all
documents, records and other information relevant to the claim for benefits and
shall have the opportunity to submit issues and comments in writing to the
Committee.  The Committee shall review
the denial and communicate its decision to the claimant in writing within sixty
(60) days of receipt of the petition; provided, however, that the Committee may
extend the response period in special circumstances for up to an additional
sixty (60) days.  Written notice of the
extension shall be sent to the claimant prior to the commencement of the
extension.


 


(c)           Within
one-hundred and eighty (180) days of receipt of a notice of claim denial that
involves disability benefits, a claimant or his duly authorized representative
may petition the Committee in writing for a full and fair review of the denial.  In connection with any such appeal, the
claimant or his duly authorized representative shall be provided, upon request
and free of charge, reasonable access to, and copies of, all documents, records
and other information relevant to the claim for benefits and shall have the
opportunity to submit issues and comments in writing to the Committee.  The Committee shall review the denial and
communicate its decision and the reasons therefor to the claimant in writing
within forty-five (45) days of receipt of the petition; provided, however, that
the Committee may extend the response period in special circumstances for up to
an additional forty-five (45) days. 
Written notice of the extension shall be sent to the claimant prior to
the commencement of the extension.


 


36

















 


(d)           The
Committee shall furnish notice of its final decision on the appeal made
pursuant to subsection (b) or (c) above, as applicable, to the claimant in
writing, setting forth:


 


(i)            the
specific reasons for the decision,


 


(ii)           specific
references to the pertinent Plan provisions on which the decision is based,


 


(iii)          a
description of the claimant’s right to, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other
information relevant to the claim for benefits, and


 


(iv)          a
statement of the claimant’s right to bring a civil action under section 502(a)
of ERISA.


 


Section 11.9           Rights
of Alternate Payees.


 


(a)           General.  Except as otherwise provided in this Section
11.10, an Alternate Payee shall have no rights to a Participant’s Accounts and
shall have no rights under this Plan other than those rights specifically
granted to the Alternate Payee pursuant to a Qualified Domestic Relations
Order.  Notwithstanding the foregoing, an
Alternate Payee shall have the right to make a claim for any benefits awarded
to the Alternate Payee pursuant to a Qualified Domestic Relations Order, as
provided in Section 11.9.  Any interest
of an Alternate Payee in the Accounts of a Participant, other than an interest
payable solely upon the Participant’s death pursuant to a Qualified Domestic
Relations Order which provides that the Alternate Payee shall be treated as the
Participant’s Beneficiary, shall be separately accounted for by the Trustee in
the name and for the benefit of the Alternate Payee.


 


(b)           Distribution.


 


(i)            Notwithstanding
anything in this Plan to the contrary, a Qualified Domestic Relations Order may
provide that any portion of a Participant’s Accounts payable to an Alternate
Payee shall be distributed immediately or at any other time specified in the
order, but no later than the latest date Plan benefits would be payable to the
Participant.  If the order does not
specify the time at which benefits shall be payable to the Alternate Payee, the
Alternate Payee may elect to have benefits payable in accordance with Section
11.1 as of the Participant’s Severance from Service Date or Required
Distribution Date, if earlier, or in accordance with Section 11.5, but as of the
Alternate Payee’s death; provided, however, that in the event the amount
payable to the Alternate Payee under the Qualified Domestic Relations Order
does not exceed $5,000, such amount shall be paid to the Alternate Payee in a
lump sum as soon as practicable following the Committee’s receipt of the order
and verification of its status as a Qualified Domestic Relations Order.


 


37

















 


(ii)           Except
as provided in paragraph (i), if a Qualified Domestic Relations Order does not
provide the form of distribution of benefits payable to an Alternate Payee, the
Alternate Payee shall have the right to elect distribution in any form provided
under Article XI, except that benefits to be paid in installments may not be
paid over a period exceeding the life expectancy of the Alternate Payee,
determined as of the date of the first distribution.


 


(iii)          If
the Qualified Domestic Relations Order does not specify the Participant’s
Accounts, or Investment Funds in which such Accounts are invested, from which
amounts shall be paid to, or separately accounted for, an Alternate Payee, such
amounts shall be distributed, or segregated, from the Participant’s Accounts,
and the Investment Funds in which such Accounts are invested, on a pro rata
basis.


 


(c)           Withdrawals.
An Alternate Payee shall not be permitted to make any withdrawals under Article
X.


 


(d)           Death
Benefits.  Unless a Qualified
Domestic Relations Order provides to the contrary, an Alternate Payee shall
have the right to designate a Beneficiary in the same manner as provided in
Section 11.8 with respect to a Participant, (except that no spousal consent
shall be required), who shall receive benefits payable to an Alternate Payee
which have not been distributed at the time of the Alternate Payee’s
death.  If the Alternate Payee does not
designate a Beneficiary, or if the Beneficiary predeceases the Alternate Payee,
benefits payable to the Alternate Payee which have not been distributed shall
be paid to the Alternate Payee’s estate.


 


(e)           Investment
Direction.  An Alternate Payee shall
have the right to direct investment of any portion of a Participant’s Accounts
payable to the Alternate Payee under such order in the same manner as provided
in Section 6.4 with respect to a Participant, which amounts shall be separately
accounted for by the Trustee in the Alternate Payee’s name.


 


Section 11.10         Direct
Rollovers.


 


(a)           Notwithstanding
any provision of the Plan to the contrary that would otherwise limit a
distributee’s election under this Section 11.10, a distributee may elect, at
the time and in the manner prescribed by the Committee, to have any portion of
an eligible rollover distribution paid directly to an eligible rollover plan,
as defined below, specified by the distributee in a direct rollover.


 


(b)           Definitions.


 


(i)            “Eligible
Rollover Distribution.”  An eligible
rollover distribution is any distribution of all or any portion of the balance
to the credit of the distributee, except that an eligible rollover distribution
does not include: any distribution that is one of a series of substantially
equal periodic payment (not less frequently than annually) made for the life
(or life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee’s designated beneficiary,
or for a specified period of ten years or more; any


 


38

















 


distribution to the extent such distribution is
required under section 401(a)(9) of the Code; and any hardship withdrawal.


 


(ii)           
“Eligible Rollover Plan.” An eligible rollover plan shall mean (1) an
individual retirement account described in section 408(a) of the Code, (2) an
individual retirement annuity described in section 408(b) of the Code (other
than an endowment contract), (3) an annuity plan described in section 403(a) of
the Code, (4) a qualified plan the terms of which permit the acceptance of
rollover distributions, (5) an eligible deferred compensation plan described in
section 457(b) of the Code that is maintained by an eligible employer described
in section 457(e)(i)(A) of the Code and that shall separately account for the
distribution, or (6) an annuity contract described in section 403(b) of the
Code; provided, however, that, with respect to a distribution (or portion of a
distribution) consisting of after-tax employee contributions, “eligible
rollover plan” shall mean a plan described in clause (4) that separately
accounts for such amounts or a plan described in clause (1) or (2).


 


(iii)          “Distributee.”  A distributee includes an Employee or former
Employee.  In addition, the Employee’s or
former Employee’s surviving Spouse and the Employee’s or former Employee Spouse
or former Spouse who is the alternate payee under a Qualified Domestic
Relations Order, as defined in section 414(p) of the Code, are distributees
with regard to the interest of the Spouse or former Spouse.


 


(iv)          “Direct
Rollover.”  A direct rollover is a
payment by the plan to the eligible rollover plan specified by the distributee.


 


39

















 


ARTICLE XII



SPECIAL PROVISIONS FOR TOP-HEAVY PLANS


 


Section 12.1           General
Rule.  Notwithstanding any provision
in the Plan to the contrary, for any Plan Year in which the Plan is determined
to be a Top-Heavy Plan, the provisions of this Article XII shall become
effective.


 


Section 12.2           Determination
of Top-Heavy Status.  The Plan shall
be considered a Top-Heavy Plan for the Plan Year, if, as of the last day of the
first Plan Year and thereafter, as of the last day of the preceding Plan Year
(the “Determination Date”):


 


(a)           the
value of the sum of all Accounts of Participants who are Key Employees (as
defined below) exceeds 60% of the sum of all Accounts of all Participants, or


 


(b)           the
Plan is part of an Aggregation Group and such Aggregation Group is determined
to be a Top-Heavy Group (as defined in section 416(g)(2)(B) of the Code).


 


In determining the
value of a Participant’s Accounts, such Accounts shall be valued as of the most
recent Valuation Date within the twelve-month period ending on the applicable
Determination Date.  The value of the
Accounts shall be increased by the aggregate distributions made with respect to
such Employee under the Plan during the 1-year period ending on the
Determination Date plus the aggregate in-service distributions made with
respect to such Employee under the Plan during the 5-year period ending on the
Determination Date.


 


In determining the
above Top-Heavy ratio, the account balances of an Employee (a) who is a Non-Key
Employee (defined for purposes of this Article as an Employee who is not a Key
Employee) but who was a Key Employee in any prior Plan Year, or (b) who has not
performed services for the Employer maintaining the Plan at any time during the
1-year period ending on the applicable Determination Date are disregarded.


 


A Key Employee is
defined as any Employee, former Employee or the Beneficiary of such Employee
who, at any time during the Plan Year is: 
(a) an officer of the Employer having annual 415 Compensation greater
than $130,000 or such other amount as may be in effect under Code section
416(i)(1)(A)(i) for any Plan Year; (b) a five percent (5%) owner of the
Employer; or (c) a one-percent (1%) owner of the Employer having annual 415
Compensation from the Employer of more than one-hundred-fifty-thousand dollars
($150,000).


 


For purposes of
this Section, Aggregation Group means (a) each plan of the Employer or an
Affiliated Company in which a Key Employee participates, including any
terminated plans which are maintained within the five year period ending on the
applicable Determination Date, and (b) each other plan of the Employer or an
Affiliated Company which enables such plan to meet the requirements of section
401(a)(4) or 410 of the Code.  The
foregoing notwithstanding, the Employer may treat any plan maintained by the
Employer or an Affiliated Company not required to be included in the
Aggregation Group as being part of such group if such group


 


40

















 


would continue to
meet the requirements of sections 401(a)(4) and 410 of the Code with such plan
being taken into account.


 


Section 12.3           Minimum
Contributions.  For any Plan Year in
which the Plan is determined to be a Top-Heavy Plan pursuant to Section 12.2,
the Matching Contributions for such Plan Year for each Participant who is a Non-Key
Employee shall not be less than the lesser of


 


(a)           3%
of the Participant’s 415 Compensation for such Plan Year, or


 


(b)           the
percentage at which Matching Contributions and Deferral Contributions are made
or are required to be made under the Plan for the Plan Year for the Key
Employee for whom such percentage is the highest, excluding any elective
deferrals made pursuant to Section 414(v) of the Code.  Notwithstanding the foregoing, if a Participant
is also participating in another defined contribution plan maintained by the
Employer, the minimum contribution hereunder may be reduced in accordance with
regulations issued under section 416(f) of the Code.  If a Participant is also participating in a
defined benefit plan maintained by the Employer, ‘5%’ shall be substituted for ‘3%’
in paragraph (a) of this Section.


 


The Matching
Contributions referred to above shall be provided to each Non-Key Employee who
is a Participant and who has not separated from service at the end of the Plan
Year, regardless of such Employee’s number of Hours of Service, Compensation,
or whether such Employee had made any contribution to the Plan.


 


41

















 


ARTICLE XIII



THE ADMINISTRATIVE COMMITTEE


 


Section 13.1           Appointment
of Committee.  The Board shall
appoint a Committee of not less than three persons who shall have authority to
control and manage the operation and administration of the Plan, but shall have
no authority or duty to manage and control the assets of the Fund except as is
otherwise specifically provided herein. 
Such Committee shall be the Administrator of the Plan for purposes of
ERISA.


 


Section 13.2           Interpretation
of Plan Provisions.  The Committee
shall have the exclusive right to construe the Plan, to make factual
determinations, and to determine any question which may arise in connection
with its application or administration. 
Its decisions or actions in respect thereof shall be conclusive and
binding upon the Employer and upon any and all Participants, their
beneficiaries and their respective heirs, distributees, executors,
administrators and assigns; subject, however, to the right of the Participant
or his beneficiary to file a written claim under the provisions of Section
11.7.  The Committee shall have the
responsibility to inform the Board of any changes that it deems necessary to be
made to the Plan to maintain compliance with current law or regulation, to
correct any errors or omissions in the Plan document, or to facilitate the
administration of the Plan.


 


Section 13.3           Committee
Records.  The Committee shall
maintain or cause to be maintained such accounts and records as shall be
necessary and appropriate to reflect the administration of the Plan and the interests
of all Participants and their beneficiaries. 
Any Participant or his beneficiary shall be entitled to examine at any
reasonable time any such accounts and records directly pertaining to him or his
interest.


 


Section 13.4           Allocation
of Duties.  The Committee shall elect
from its number a Chairman and a Secretary. 
The Chairman shall preside at all meetings, and the Secretary shall keep
written minutes of the meeting and other actions of the Committee.  In addition, the Committee may:


 


(a)           appoint
from its number such subcommittees with such powers as the Committee shall
determine;


 


(b)           authorize
one of its number to execute and deliver any instrument on the Committee’s
behalf;


 


(c)           employ
accounting, legal, medical, and investment counsel and such clerical and other
services as it deems necessary or appropriate in carrying out its duties under
the Plan;


 


(d)           allocate
fiduciary responsibilities (other than Trustee responsibilities except to the
extent that the Plan or the Trust Agreement specifically permit or allow the


 


42

















 


Committee to direct the Trustee) among themselves or
among persons (including corporate persons) named by them in accordance with
the following provisions:


 


(i)            Fiduciary
responsibilities may be allocated by the Committee by naming in writing the
fiduciary to whom the responsibility is allocated, with a description of the
responsibility and an outline of the duties involved.


 


(ii)           The
fiduciary so named shall indicate his acceptance of the responsibility by
executing the written instrument naming him and a copy of the executed document
shall be attached to the Plan.


 


(iii)          For
purposes of this subsection, a Trustee responsibility is a responsibility to
manage or control the assets of the Plan.


 


Section 13.5           Compensation.  No Committee member shall be entitled to
compensation for his services as such, but shall be entitled to be reimbursed
by the Company for any and all reasonable expenses actually incurred by him in
connection with such services.  All fees,
salaries, and other costs of providing services to the Committee shall be paid
by the Fund, unless, in its discretion, the Company determines to pay such
expenses.


 


Section 13.6           Meetings.  The Committee shall hold an annual meeting
and such special meetings as any member may call upon due notice.  A quorum shall consist of a majority of the
membership, and all actions shall be taken pursuant to a majority vote of those
members present.


 


Section 13.7           Committee
Rules.  Subject to the limitations
contained herein, the Committee may from time to time establish such rules for
the transaction of business and for the administration of the Plan as it deems
necessary or desirable; provided, the same shall not conflict with any of the
provisions of the Plan.


 


Section 13.8           Indemnification.  The Company agrees to indemnify each member
of the Committee against any and all claims, losses, damage, expense and
liability arising from his responsibilities in connection with the Plan, unless
same has been adjudged to be due to his own gross negligence or willful
misconduct.


 


43

















 


ARTICLE XIV



AMENDMENTS, TERMINATIONS AND LIABILITIES


 


Section 14.1           Right
to Amend Reserved.  The provisions of
this Plan may be amended at any time and from time to time by action of the
Board; provided, that no amendment shall be effective unless the Plan, as so
amended, shall continue to be for the exclusive benefit of Participants, their
beneficiaries and Alternate Payees.  No
amendment shall deprive any Participant or beneficiary of any of the benefits
to which he is entitled under this Plan with respect to contributions
previously made, nor shall any amendment eliminate or reduce a protected
benefit as described in section 411(d)(6) of the Code except as provided in
section 412(c)(8) of the Code or in applicable regulations.  No Plan amendment shall decrease the vested
interest in any Participant’s Accounts, nor shall any amendment change any
vesting schedule under the Plan unless each Participant having at least three
Years of Service at the end of the period described in this sentence is
permitted to elect, within a period beginning on the date such amendment is
adopted and ending 60 days after the latest of: 
(a) the day the amendment is adopted, (b) the day the amendment becomes
effective, or (c) the day the Participant is issued written notice of the
amendment, to have his nonforfeitable percentage computed under the Plan
without regard to such amendment. 
Notwithstanding the foregoing, any modification or amendment of the Plan
may be made retroactively, if necessary or appropriate to qualify or maintain
the Plan as a plan meeting the requirements of the Code and ERISA, as now in
effect or hereafter amended, or any other provisions of law, as now in effect
or hereafter amended or adopted, and any regulation issued thereunder.


 


Section 14.2           Right
to Terminate Reserved.  The Plan may
be terminated or contributions thereunder may be discontinued at any time by
action of the Board, if the Board shall determine that action is necessary or
desirable.  The Company shall then decide
whether to terminate the Trust and make distributions in accordance with the
Plan.  Following any such discontinuance,
no new Participants shall be eligible for coverage under the Plan, and the
Employer shall make no further contributions. 
Upon any complete or partial termination or discontinuance of
contributions, the interest of each affected Participant under the Plan shall
be nonforfeitable.


 


Section 14.3           Liability
of Employer.  The Employer shall have
no liability in respect of payment under the Plan, except to pay over to the
Trustee the Contributions provided for in Sections 3.2, 3.3, 3.4 and 3.15, and
each Participant and/or his Beneficiary shall look solely to the Fund for
distribution of benefits under the Plan.


 


Section 14.4           Successor
Employers.  Unless this Plan be
sooner terminated, a successor employer of the Employees of the Employer may
continue this Plan and Trust by joining with the Trustee in executing an
appropriate supplemental agreement.  Such
successor employer shall IPSO FACTO succeed to all the rights, powers, and
duties of the Employer hereunder.  In
such event, the Plan shall not be deemed to have terminated and the employment
of any Employee who is continued in the employ of such successor Employer shall
be deemed not to have been terminated or severed for any purposes hereunder.


 


44

















 


ARTICLE XV



MISCELLANEOUS


 


Section 15.1           Plan
Not an Employment Contract.  The
establishment of the Plan shall not be held or construed to confer upon any
person any legal right to be continued as an Employee, and the Employer
expressly reserves the right to discharge any Employee, and to adjust his
compensation, whenever the interest of the Employer, in its sole judgment, may
so require.


 


Section 15.2           Benefits
Not Assignable.  Except with respect
to federal tax liens, federal income tax withholding, withdrawals and loans
under Article X, and offsets for judgements and settlements described in
section 401(a)(13)(C) of the Code, no amount payable under the Plan shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, charge or seizure; and no such amount shall be in any
manner subject to the debts, contracts, liabilities, engagements or torts of
any Participant or his beneficiary. 
Notwithstanding the foregoing, the Committee shall direct the Trustee to
comply with a Qualified Domestic Relations Order.  Upon receipt of any judgment, decree or order
(including approval of a property settlement agreement) relating to the
provision of payment by the Plan to an Alternate Payee pursuant to a state
domestic relations law, the Committee shall promptly notify the affected Participant
and any Alternate Payee of the receipt of such judgment, decree or order and
shall notify the affected Participant and any Alternate Payee of the Committee’s
procedure for determining whether or not the judgment, decree or order is a
Qualified Domestic Relations Order.  The
Committee shall establish a procedure to determine the status of a judgment,
decree or order as a Qualified Domestic Relations Order and to administer Plan
distributions in accordance with Qualified Domestic Relations Orders.  Such procedure shall be in writing, shall
include a provision specifying the notification requirements enumerated above,
shall permit an Alternate Payee to designate a representative for receipt of
communications from the Committee and shall include such other provisions as
the Committee shall determine, including provisions required under applicable
regulations.


 


Section 15.3           Incompetence
of Participant.  If a Participant or
beneficiary entitled to receive any benefits hereunder is a minor or is
adjudged to be legally incapable of giving valid receipt and discharge for such
benefits, such benefits shall be paid to such persons as the Committee shall
designate or to the duly appointed guardian. 
Such payment shall, to the extent made, be deemed a complete discharge
of any liability for such payment under the Plan.


 


Section 15.4           Merger
With Another Plan.  This Plan shall
not merge or consolidate with, or transfer its assets or liabilities to, any
other plan, unless each Participant would (if such other plan then terminated)
receive a benefit immediately after the merger, consolidation, or transfer
which is equal to or greater than the benefit he would have been entitled to
receive immediately before the merger, consolidation or transfer (if the Plan
had then terminated).


 


Section 15.5           Gender.  The masculine whenever used herein shall
include the feminine.


 


45

















 


Section 15.6           Controlling
Laws.  Construction, validity and
administration of this Plan shall be governed by the laws of the State of
Delaware except to the extent that such laws have been specifically superseded
by ERISA.


 


IN
WITNESS WHEREOF, and as evidence of the adoption of this instrument as the
Plan, the duly authorized officer of the Company has caused the Plan to be
executed this 17th day of December, 2002.


 


 


	
  ATTEST:

  	
   

  	
  KERZNER
  INTERNATIONAL NORTH

  AMERICA, INC.

  
	
   

  	
   

  	
   

  
	
  /s/ Anne
  Robertson

  	
   

  	
   

  	
  /s/ William C.
  Murtha

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William C.
  Murtha

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice
  President & Corporate Counsel

  
						



 


46

















 


APPENDIX
A


 


PARTICIPATING
EMPLOYERS


 


	
  Kerzner International North America, Inc.

  
	
  ISS, Inc.

  
	
  PIV, Inc.

  
	
  Kerzner International Development Group, Inc.

  
	
  Kerzner International Marketing, Inc.

  
	
  Kerzner International Nevada, Inc.

  
	
  Kerzner International New York, Inc.

  
	
  Kerzner International Resorts, Inc.

  
	
  Kerzner International Development Services, Inc. —
  effective October 1, 2002

  
	
  Kerzner International California, Inc. – effective
  January 1, 2003

  
	
  Kerzner International Management Services, Inc. –
  effective October 1, 2002

  



 


47