Exhibit 4.1 - Tax Deferred Savings Plan


     

    Exhibit 4.1


    Tax
      Deferred Savings Plan

    Document
      Explanation

    
 

    The
      Tax Deferred
      Savings Plan (the “Plan”) that is an exhibit to this filing has been established
      by Caterpillar Inc. (the “Company”) to provide a tax-deferred method for
      retirement savings and investment to certain eligible employees. As of April
      13,
      2006, the Plan is established pursuant to collective bargaining agreements
      between the Company and the following unions: (i) International Union, United
      Automobile, Aerospace, and Agricultural Implement Workers of America (UAW),
      and
      its affiliated locals 145, 751, 786, 974, 1415, 1989 and 2096 (“UAW Central”),
      (ii) International
      Union, United Automobile, Aerospace and Agricultural Implement Workers of
      America (UAW) and its Affiliated Local No. 119 (“UAW Local 119”), (iii)
      International Union, United Automobile, Aerospace and Agricultural Implement
      Workers of America (UAW) and its Affiliated Local No. 710 (“UAW Local 710”),
      (iv) International
      Association
      of
      Machinists and Aerospace Workers, AFL-CIO, and Local Lodge No. 851 (“IAM Local
      851”), (v) International Association of Machinists and Aerospace Workers,
      AFL-CIO, and District Lodge No. 77 (“IAM Local 77”), and (vi) International
      Association of Machinists and Aerospace Workers, AFL-CIO, and Local Lodge
      No. 360 (“IAM Local 360”). 

     

    The
      attached Plan
      document contains the common provisions of the Plan applicable to all of the
      above unions; however, a separate document exists for each of the unions, to
      show the variations in certain provisions. The following describes the material
      differences among the documents for each union.

     

    
       

      1.  Supplemental
        Agreement for Tax Deferred Savings Plan, Section 8 (Effective Date and Term
        of
        Agreement).
        The effective
        dates and term of agreement for the unions are as follows:

       

    

     

    
      	
              Union

               

            	
              Effective
                Date and Term of Agreement

               

            
	
              

            	
              

            
	
              UAW
                Central

               

            	
              (a) Subject
                to
                subparagraph (b), this Agreement shall be effective January 10, 2005
                and
                shall remain in force through February 28, 2011, and thereafter from
                March
                1 of one year through the last day of February of the next succeeding
                year, unless at least 60 (but not more than 90) days prior to March
                1,
                2011, or at least 60 (but not more than 90) days prior to March 1
                of any
                succeeding year, any party gives written notice to the other that
                it
                desires a modification or termination. In the event that any negotiations
                following such notice do not result in an agreement for renewal,
                with or
                without modification, prior to the March 1 next succeeding such notice,
                this Agreement shall terminate at the end of any term (including
                any
                one-year extension in accordance with the foregoing) unless further
                extended by mutual agreement.

               

              (b) [See
                Section 8(b) (Effective Date and Term of Agreement) of the attached
                Supplemental Agreement for Tax Deferred Savings
                Plan.]

               

            
	
              

            	
              

            
	
              UAW
                Local
                119

               

            	
              (a) Subject
                to
                subparagraph (b), this Agreement shall be effective March 21, 2005
                and
                shall remain in effect through the sixtieth day following the effective
                date of the Central Agreement to succeed that expiring on February
                28,
                2011, and thereafter from year to year, unless sixty days prior to
                the
                date of expiration either party gives notice to the other, in writing,
                that it desires to modify or terminate. In the event that any negotiations
                following such notice do not result in an agreement for renewal,
                with or
                without modification, prior to the last day of February next succeeding
                such notice, this Agreement shall terminate at the end of any term
                (including any one-year extension in accordance with the foregoing)
                unless
                further extended by mutual agreement. Termination of this Agreement
                shall
                not have the effect of otherwise automatically terminating the Tax
                Deferred Savings Plan.

               

              (b) [See
                Section 8(b) (Effective Date and Term of Agreement) of the attached
                Supplemental Agreement for Tax Deferred Savings
                Plan.]

               

            
	
              

            	
              

            
	
              UAW
                Local
                710

               

            	
              (a) Subject
                to
                subparagraph (b), this Agreement shall be effective April 4, 2005
                and
                shall remain in effect through the ninetieth day following the effective
                date of the Central Agreement to succeed that expiring on February
                28,
                2011, and thereafter from year to year, unless ninety days prior
                to the
                date of expiration either party gives notice to the other, in writing,
                that it desires to modify or terminate. In the event that any negotiations
                following such notice do not result in an agreement for renewal,
                with or
                without modification, prior to the last day of February next succeeding
                such notice, this Agreement shall terminate at the end of any term
                (including any one-year extension in accordance with the foregoing)
                unless
                further extended by mutual agreement. Termination of this Agreement
                shall
                not have the effect of otherwise automatically terminating the Tax
                Deferred Savings Plan.

               

              (b) [See
                Section 8(b) (Effective Date and Term of Agreement) of the attached
                Supplemental Agreement for Tax Deferred Savings
                Plan.]

               

            
	
              

            	
              

            
	
              IAM
                Local
                851

               

            	
              (a) Subject
                to
                paragraph (b), this Agreement shall be effective May 2, 2005 and
                shall
                remain in force through April 30, 2012, and thereafter from April
                30 of
                one year through April 30 of the next succeeding year, unless at
                least 60
                (but not more than 90) days prior to April 30, 2012, or at least
                60 (but
                not more than 90) days prior to April 30 of any succeeding year,
                any party
                gives written notice to the other that it desires a modification
                or
                termination. In the event that any negotiations following such notice
                do
                not result in an agreement for renewal, with or without modification,
                prior to the April 30 next succeeding such notice, this Agreement
                shall
                terminate at the end of any term (including any one-year extension
                in
                accordance with the foregoing) unless further extended by mutual
                agreement.

               

              (b) [See
                Section 8(b) (Effective Date and Term of Agreement) of the attached
                Supplemental Agreement for Tax Deferred Savings
                Plan.]

               

            
	
              

            	
              

            
	
              IAM
                Local
                77

               

            	
              This
                Agreement and Plan shall become effective on December 1, 2004 (referred
                to
                in this Agreement and the Plan as the “Effective Date”), and

               

              (a) Subject
                to
                subparagraph (b), this Agreement shall remain in force until November
                30,
                2007, and thereafter from December 1 of one year until November 30
                of the
                next succeeding year, unless at least 60 (but not more than 90) days
                prior
                to December 1, 2007, or at least 60 (but not more than 90) days prior
                to
                December 1 of any succeeding year, any party gives written notice
                to the
                other that it desires a modification or termination. In the event
                that any
                negotiations following such notice do not result in an agreement
                for
                renewal, with or without modification, prior to the December 1 next
                succeeding such notice, this Agreement shall terminate at the end
                of any
                term (including any one-year extension in accordance with the foregoing)
                unless further extended by mutual agreement.

               

              (b) [See
                Section 8(b) (Effective Date and Term of Agreement) of the attached
                Supplemental Agreement for Tax Deferred Savings
                Plan.]

               

            
	
              

            	
              

            
	
              IAM
                Local
                360

               

            	
              (a) Subject
                to
                subparagraph (b), this Agreement shall be effective October 3, 2005
                and
                shall remain in force through September 30, 2012, and thereafter
                from
                October 1 of one year through September 30 of the next succeeding
                year,
                unless at least 60 (but not more than 90) days prior to October 1,
                2012,
                or at least 60 (but not more than 90) days prior to October 1 of
                any
                succeeding year, any party gives written notice to the other that
                it
                desires a modification or termination. In the event that any negotiations
                following such notice do not result in an agreement for renewal,
                with or
                without modification, prior to the October 1 next succeeding such
                notice,
                this Agreement shall terminate at the end of any term (including
                any
                one-year extension in accordance with the foregoing) unless further
                extended by mutual agreement.

               

              (b) [See
                Section 8(b) (Effective Date and Term of Agreement) of the attached
                Supplemental Agreement for Tax Deferred Savings
                Plan.]

               

            


    

    


     

    2. 
      Memorandum
      of Agreement Relating to Implementation of Tax Deferred Savings Plan.
The
      Memorandum of
      Agreement Relating to Implementation of the Tax Deferred Savings Plan for the
      unions are as follows:

     

    
      	
              Union

               

            	
              Memorandum
                of Agreement Relating to Implementation of Tax Deferred Savings
                Plan

               

            
	
              

            	
              

            
	
              UAW
                Central

               

            	
              MEMORANDUM
                OF
                AGREEMENT RELATING TO IMPLEMENTATION OF TAX DEFERRED SAVINGS
                PLAN

               

              The
                Company
                and the Union agree that the following modifications to the Supplemental
                Agreement effective January 10, 2005 (the “Current Agreement”) and the
                Company’s Tax Deferred Savings Plan (the “Current Plan”) that is an
                Exhibit to the Current Agreement are necessary to accomplish the
                transition of eligible employees and their dependents to the Current
                Plan.

               

              Notwithstanding
                any provision of the Current Agreement or the Current Plan:

               

              1. The
                Current
                Plan shall become effective on a date selected by the Company in
                its sole
                discretion (the “Transition Date”) that is not more than ninety days after
                ratification of the Central Agreement and that is consistent with
                the
                Transition Dates under the Memorandum of Agreement Relating to
                Implementation of Non-Contributory Pension Plan and the Memorandum
                of
                Agreement Relating to Implementation of Tax Deferred Retirement
                Plan.

               

              2. The
                Supplemental Agreement dated as of the 16th day of March 1998, and
                the Tax
                Deferred Savings Plan that is an Exhibit thereto, shall remain in
                effect
                until the Transition Date, for the individuals who would otherwise
                be
                eligible under the Current Plan and the Company’s Tax Deferred Retirement
                Plan.

               

              3. The
                Company
                and the Union further agree and acknowledge that this Memorandum
                of
                Agreement will expire upon its terms and have no further force and
                effect
                as of the Transition Date.

               

            
	
              

            	
              

            
	
              UAW
                Local
                119

               

            	
              MEMORANDUM
                OF
                AGREEMENT RELATING TO IMPLEMENTATION
                OF TAX DEFERRED SAVINGS PLAN

               

              The
                Company
                and the Union agree that the following modifications to the Supplemental
                Agreement effective March 21, 2005 (the “Current Agreement”) and the
                Company’s Tax Deferred Savings Plan (the “Current Plan”) that is an
                Exhibit to the Current Agreement are necessary to accomplish the
                transition of eligible employees and their dependents to the Current
                Plan.

               

              Notwithstanding
                any provision of the Current Agreement or the Current Plan:

               

              1. The
                Current
                Plan shall become effective on a date selected by the Company in
                its sole
                discretion (the “Transition Date”) that is not more than ninety days after
                ratification of the Basic Agreement and that is consistent with the
                Transition Dates under the Memorandum of Agreement Relating to
                Implementation of Non-Contributory Pension Plan and the Memorandum
                of
                Agreement Relating to Implementation of Tax Deferred Retirement
                Plan.

               

              2. The
                Supplemental Agreement dated as of the 14th day of October 1998,
                and the
                Tax Deferred Savings Plan that is an Exhibit thereto, shall remain
                in
                effect until the Transition Date, for the individuals who would otherwise
                be eligible under the Current Plan and the Company’s Tax Deferred
                Retirement Plan.

               

              3. The
                Company
                and the Union further agree and acknowledge that this Memorandum
                of
                Agreement will expire upon its terms and have no further force and
                effect
                as of the Transition Date.

               

            
	
              

            	
              

            
	
              UAW
                Local
                710

               

            	
              MEMORANDUM
                OF
                AGREEMENT RELATING TO IMPLEMENTATION
                OF TAX DEFERRED SAVINGS PLAN

               

              The
                Company
                and the Union agree that the following modifications to the Supplemental
                Agreement effective April 4, 2005 (the “Current Agreement”) and the
                Company’s Tax Deferred Savings Plan (the “Current Plan”) that is an
                Exhibit to the Current Agreement are necessary to accomplish the
                transition of eligible employees and their dependents to the Current
                Plan.

               

              Notwithstanding
                any provision of the Current Agreement or the Current Plan:

               

              1. The
                Current
                Plan shall become effective on a date selected by the Company in
                its sole
                discretion (the “Transition Date”) that is not more than ninety days after
                ratification of the Basic Agreement and that is consistent with the
                Transition Dates under the Memorandum of Agreement Relating to
                Implementation of Non-Contributory Pension Plan and the Memorandum
                of
                Agreement Relating to Implementation of Tax Deferred Retirement
                Plan.

               

              2. The
                Supplemental Agreement dated as of the 14th day of October 1998,
                and the
                Tax Deferred Savings Plan that is an Exhibit thereto, shall remain
                in
                effect until the Transition Date, for the individuals who would otherwise
                be eligible under the Current Plan and the Company’s Tax Deferred
                Retirement Plan.

               

              3. The
                Company
                and the Union further agree and acknowledge that this Memorandum
                of
                Agreement will expire upon its terms and have no further force and
                effect
                as of the Transition Date.

               

            
	
              

            	
              

            
	
              IAM
                Local
                851

               

            	
              MEMORANDUM
                OF
                AGREEMENT RELATING TO IMPLEMENTATION OF TAX DEFERRED SAVINGS
                PLAN

               

              The
                Company
                and the Union agree that the following modifications to the Supplemental
                Agreement effective May 2, 2005 (the “Current Agreement”) and the
                Company’s Tax Deferred Savings Plan (the “Current Plan”) that is an
                Exhibit to the Current Agreement are necessary to accomplish the
                transition of eligible employees and their dependents to the Current
                Plan.

               

              Notwithstanding
                any provision of the Current Agreement or the Current Plan:

               

              1. The
                Current
                Plan shall become effective on a date selected by the Company in
                its sole
                discretion (the “Transition Date”) that is not more than ninety days after
                ratification of the Basic Agreement and that is consistent with the
                Transition Dates under the Memorandum of Agreement Relating to
                Implementation of Non-Contributory Pension Plan and the Memorandum
                of
                Agreement Relating to Implementation of Tax Deferred Retirement
                Plan.

               

              2. The
                Supplemental Agreement dated as of the 30th day of April 1999, and
                the Tax
                Deferred Savings Plan that is an Exhibit thereto, shall remain in
                effect
                until the Transition Date, for the individuals who would otherwise
                be
                eligible under the Current Plan and the Company’s Tax Deferred Retirement
                Plan.

               

              3. The
                Company
                and the Union further agree and acknowledge that this Memorandum
                of
                Agreement will expire upon its terms and have no further force and
                effect
                as of the Transition Date.

               

            
	
              

            	
              

            
	
              IAM
                Local
                360

               

            	
              MEMORANDUM
                OF
                AGREEMENT RELATING TO IMPLEMENTATION OF TAX DEFERRED SAVINGS
                PLAN

               

              The
                Company
                and the Union agree that the following modifications to the Supplemental
                Agreement effective October 3, 2005 (the “Current Agreement”) and the
                Company’s Tax Deferred Savings Plan (the “Current Plan”) that is an
                Exhibit to the Current Agreement are necessary to accomplish the
                transition of eligible employees and their dependents to the Current
                Plan.

               

              Notwithstanding
                any provision of the Current Agreement or the Current Plan:

               

              1. The
                Current
                Plan shall become effective on a date selected by the Company in
                its sole
                discretion (the “Transition Date”) that is not more than ninety days after
                ratification of the Basic Agreement and that is consistent with the
                Transition Dates under the Memorandum of Agreement Relating to
                Implementation of Non-Contributory Pension Plan and the Memorandum
                of
                Agreement Relating to Implementation of Tax Deferred Retirement
                Plan.

               

              2. The
                Supplemental Agreement dated as of the 29th day of September 1997,
                and the
                Tax Deferred Savings Plan that is an Exhibit thereto, shall remain
                in
                effect until the Transition Date, for the individuals who would otherwise
                be eligible under the Current Plan and the Company’s Tax Deferred
                Retirement Plan.

               

              3. The
                Company
                and the Union further agree and acknowledge that this Memorandum
                of
                Agreement will expire upon its terms and have no further force and
                effect
                as of the Transition Date.

               

            


    

     

    3. 
      Memorandum
      of Agreement Relating to the Merger of the Profit Sharing Plan into the Tax
      Deferred Savings Plan. The
      following
      Memorandum of Agreement shall apply to the IAM Local 77 only:

     

    
      	
              IAM
                Local
                77

               

            	
              MEMORANDUM
                OF
                AGREEMENT RELATING TO THE MERGER OF THE PROFIT SHARING PLAN INTO
                THE TAX
                DEFERRED SAVINGS PLAN

               

              The
                Company
                and the Union agree that the following modifications to the Supplemental
                Agreement for Tax Deferred Savings Plan effective December 1, 2004
                (the
                “Current Agreement”) and the Company’s Tax Deferred Savings Plan that is
                an Exhibit to the Current Agreement (the “Current Plan”) are necessary to
                accomplish the merger of the Company’s Profit Sharing Plan into the
                Current Plan.

               

              Notwithstanding
                any provision of the Current Agreement or the Current Plan:

               

              1. Effective
                as
                of December 1, 2004, the Company’s Profit Sharing Plan that is an exhibit
                to the Supplemental Agreement Relating to the Profit Sharing Plan,
                effective as of January 1, 1992 (the “Profit Sharing Plan”) shall be
                merged into the Current Plan.

               

              2. Any
                individual who, as of December 1, 2004, was a participant in the
                Profit
                Sharing Plan shall be a Participant in the Current Plan effective
                as of
                December 1, 2004 and shall be subject to the provisions of the Current
                Plan; provided that, if the individual is not otherwise eligible
                to
                participate in the Current Plan, such individual shall participate
                in the
                Current Plan only to the extent of the merged benefit. For individuals
                who
                become Participants in the Current Plan, benefits that are protected
                under
                Section 411(d)(6) of the Internal Revenue Code (the “Code”) shall not be
                eliminated or reduced in violation of Section 411(d)(6) of the
                Code.

               

              3. Effective
                December 1, 2004, assets and liabilities in the Profit Sharing Plan
                applicable to Employees’ accounts shall be transferred to the Current
                Plan.

               

              4. Pursuant
                to
                Section 8.18 of the Profit Sharing Plan, each participant in the
                Profit
                Sharing Plan would (if the Profit Sharing Plan terminated) receive
                a
                benefit immediately after the merger of the Profit Sharing Plan and
                the
                Current Plan, which is equal to or greater than the benefit such
                participant would have been entitled to receive immediately before
                the
                merger (if the Profit Sharing Plan had then terminated).

               

              5. The
                Company
                may file with the Internal Revenue Service (“IRS”) and make changes to the
                Profit Sharing Plan, as requested by the IRS regarding the merger
                and/or
                as necessary to comply with law.

               

            


    

    
       

      4.  Memorandum
        of Agreement Relating to Certain Employees under the Tax Deferred Savings
        Plan.
        The following
        Memorandum of Agreement shall apply to the UAW Central only:

    

     

    
      	
              Union

               

            	
              Memorandum
                of Agreement Relating to Certain Employees under the Tax Deferred
                Savings
                Plan

               

            
	
              

            	
              

            
	
              UAW
                Central

               

            	
              MEMORANDUM
                OF
                AGREEMENT RELATING TO CERTAIN EMPLOYEES UNDER THE TAX DEFERRED SAVINGS
                PLAN

               

              The
                Company
                and the Union agree to the following modification to the Supplemental
                Agreement effective January 10, 2005 (the “Current Agreement”) and the
                Company’s Tax Deferred Savings Plan (the “Current Plan”) that is an
                Exhibit to the Current Agreement. For Caterpillar Logistics Services
                Business Units, the Current Agreement shall remain in effect until
                the
                sixtieth day following the effective date of the Central Agreement
                and all
                Local Agreements covered by the Central Agreement to succeed those
                expiring on February 28, 2011.

               

            


    

    


     

    5. 
      Plan
      Section 3.01 (Eligible Employees). The
      general
      eligibility criteria for the unions are as follows:

     

    
      	
              Union

               

            	
              Plan
                Section 3.01 (Eligible Employees)

               

            
	
              

            	
              

            
	
              UAW
                Central

               

            	
              An
                employee
                of an Employer shall be eligible to participate if (1) he is a member
                of
                an eligible class (described below), (2) he is not a member of an
                ineligible class (described below), and (3) he meets the eligibility
                criteria (described below). For this purpose, an employee of an Employer
                is a member of an eligible class if he is (1) hired prior to January
                10,
                2005, or (2) a “Supplemental employee” as described in Letter of Agreement
                27 to the Central Agreement hired after January 9, 2005. An employee
                of an
                Employer is a member of an ineligible class if he is an employee
                who is
                (1) a Caterpillar Logistics Services employee hired or recalled from
                layoff to labor grades 1 or 2 (A) on or after April 6, 1992 at Denver,
                Colorado (Local 1415) or York, Pennsylvania (Local 786), or (B) on
                or
                after March 23, 1998 at Morton, Illinois (Local 974) or Memphis,
                Tennessee
                (Local 1989) who did not irrevocably elect to participate in the
                Company’s
                Non-Contributory Pension Plan in lieu of participating in the Company’s
                Tax Deferred Retirement Plan; or (2) a “Supplemental employee” as
                described in Letter of Agreement 27 to the Central Agreement who
                changes
                to full-time employment status. The Accounts of an employee who is
                participating in the Plan and who becomes a member of an ineligible
                class
                will be transferred to the Tax Deferred Retirement Plan. For purposes
                of
                this subsection, an Employee’s hire date is the Employee’s last date of
                rehire if it follows a break in Continuity of Service.

               

            
	
              

            	
              

            
	
              UAW
                Local
                119

               

            	
              An
                employee
                of an Employer shall be eligible to participate if (1) he is a member
                of
                an eligible class (described below), (2) he is not a member of an
                ineligible class (described below), and (3) he meets the eligibility
                criteria (described below). For this purpose, an employee of an Employer
                is a member of an eligible class if he is (1) hired prior to March
                21,
                2005, or (2) a “Supplemental employee” as described in the Basic Agreement
                hired after March 16, 2005. An employee of an Employer is a member
                of an
                ineligible class if he is an employee who is (1) an employee who
                was hired
                or recalled from layoff (or deemed to be recalled from layoff) on
                or after
                October 14, 1998 at Dallas, Texas who did not irrevocably elect to
                participate in the Company’s Non-Contributory Pension Plan in lieu of
                participating in the Company’s Tax Deferred Retirement Plan; or (2) a
                “Supplemental employee” as described in the Basic Agreement who changes to
                full-time employment status. The Accounts of an employee who is
                participating in the Plan and who becomes a member of an ineligible
                class
                will be transferred to the Tax Deferred Retirement Plan. For purposes
                of
                this subsection, an Employee’s hire date is the Employee’s last date of
                rehire if it follows a break in Continuity of Service.

               

            
	
              

            	
              

            
	
              UAW
                Local
                710

               

            	
              An
                employee
                of an Employer shall be eligible to participate if (1) he is a member
                of
                an eligible class (described below), (2) he is not a member of an
                ineligible class (described below), and (3) he meets the eligibility
                criteria (described below). For this purpose, an employee of an Employer
                is a member of an eligible class if he is (1) hired prior to April
                4,
                2005, or (2) a “Supplemental employee” as described in the Basic Agreement
                hired after March 30, 2005. An employee of an Employer is a member
                of an
                ineligible class if he is an employee who is (1) an employee who
                was hired
                or recalled from layoff (or deemed to be recalled from layoff) on
                or after
                October 14, 1998 at Kansas City who did not irrevocably elect to
                participate in the Company’s Non-Contributory Pension Plan in lieu of
                participating in the Company’s Tax Deferred Retirement Plan; or (2) a
                “Supplemental employee” as described in the Basic Agreement who changes to
                full-time employment status. The Accounts of an employee who is
                participating in the Plan and who becomes a member of an ineligible
                class
                will be transferred to the Tax Deferred Retirement Plan. For purposes
                of
                this subsection, an Employee’s hire date is the Employee’s last date of
                rehire if it follows a break in Continuity of Service.

               

            
	
              

            	
              

            
	
              IAM
                Local
                851

               

            	
              An
                employee
                of an Employer shall be eligible to participate if (1) he is a member
                of
                an eligible class (described below), (2) he is not a member of an
                ineligible class (described below), and (3) he meets the eligibility
                criteria (described below). For this purpose, an employee of an Employer
                is a member of an eligible class if he is (1) hired prior to May
                2, 2005,
                or (2) a “Supplemental employee” as described in Letter of Agreement 16 to
                the Basic Agreement hired after April 30, 2005. An employee of an
                Employer
                is a member of an ineligible class if he is an employee who is a
                “Supplemental employee” as described in Letter of Agreement 16 to the
                Basic Agreement who changes to full-time employment status. The Accounts
                of an employee who is participating in the Plan and who becomes a
                member
                of an ineligible class will be transferred to the Tax Deferred Retirement
                Plan. For purposes of this subsection, an Employee’s hire date is the
                Employee’s last date of rehire if it follows a break in Continuity of
                Service.

               

            
	
              

            	
              

            
	
              IAM
                Local
                77

               

            	
              An
                employee
                of an Employer shall be eligible to participate if (1) he is hired
                prior
                to December 1, 2004, and (2) he meets the eligibility criteria (described
                below). For purposes of this subsection, an Employee’s hire date is the
                Employee’s last date of rehire if it follows a break in Continuity of
                Service.

               

            
	
              

            	
              

            
	
              IAM
                Local
                360

               

            	
              An
                employee
                of an Employer shall be eligible to participate if (1) he is a member
                of
                an eligible class (described below), and (2) he meets the eligibility
                criteria (described below). For this purpose, an employee of an Employer
                is a member of an eligible class if he satisfies one of the following
                (A)
                immediately prior to January 1, 2006, he was covered under TDSP,
                or (B) he
                was covered by a bargaining unit to which the Supplemental Agreement
                Relating to Non-Contributory Pension Plan dated as of December 15,
                2004
                entered into by the International Union, United Automobile, Aerospace
                and
                Agricultural Implement Workers of America (UAW) and the Company and
                the
                Non-Contributory Pension Plan that is an exhibit thereto applied
                (hereinafter, the “UAW Pension Plan”) (or any predecessor Supplemental
                Agreement and the Non-Contributory Pension Plan that is an exhibit
                thereto) and was eligible to participate in the UAW Pension Plan,
                and who
                moves from a bargaining unit to which the UAW Pension Plan applied
                to a
                bargaining unit covered by the Supplemental Agreement Relating to
                Non-Contributory Pension Plan dated as of October 1, 2005 and the
                Non-Contributory Pension Plan that is an exhibit thereto without
                incurring
                a break in Continuity of Service. The Accounts of an employee who
                is
                participating in the Plan and who becomes ineligible to participate
                in the
                Plan but is eligible to participate in the Tax Deferred Retirement
                Plan
                will be transferred to the Tax Deferred Retirement Plan. For purposes
                of
                this subsection, an Employee’s hire date is the Employee’s last date of
                rehire if it follows a break in Continuity of Service.

               

              (a) He
                is a
                resident or citizen of the United States of America or
                Canada;

               

              (b) He
                is a
                regular employee of one or more Employers (that is, one who is hired
                for
                an indefinite period and is employed for work on the prevailing full
                time
                schedules of the department or departments to which he is
                assigned);

               

              (c) He
                is
                included in a group for which an agent for collective bargaining
                has
                signed an agreement making this Plan applicable to such group or
                in a
                group to whom this Plan has been extended by an Employer;

               

              (d) Effective
                October 3, 2005, has attained his eighteenth birthday.

               

              An
                eligible
                employee may become a Participant in the Plan pursuant to subsection
                4.01.
                Employees will be notified of the eligibility requirements as specified
                in
                the Plan through such general announcements as the Plan Administrator
                shall authorize, but neither the Employers, the Plan Administrator,
                nor
                the Trustee shall have any duty or obligation to notify any individual
                employee of any date as of which he is eligible to become a Participant
                in
                the Plan.

               

            


    

    


     

      
        

      

    

    Table
      of
      Contents

     

    TAX
      DEFERRED SAVINGS PLAN

     

     

    MEMORANDUM
      OF
      AGREEMENT RELATING TO IMPLEMENTATION OF TAX DEFERRED SAVINGS PLAN 

     

    SUPPLEMENTAL
      AGREEMENT FOR TAX DEFERRED SAVINGS PLAN 

    Definitions

    Establishment
      and
      Modification of Plan

    Management
      Rights

    Information
      to
      Union

    Claim
      Procedure

    Complete
      Agreement
      not Subject to Strikes, Etc

    Necessary
      Approvals

    Effective
      Date and
      Term of Agreement

     

    MEMORANDUM
      OF
      AGREEMENT RELATING TO IMPLEMENTATION OF TAX DEFERRED SAVINGS PLAN 

     

    MEMORANDUM
      OF
      AGREEMENT RELATING TO CERTAIN EMPLOYEES UNDER THE TAX DEFERRED SAVINGS
      PLAN 

     

    MEMORANDUM
      OF
      AGREEMENT RELATING TO THE MERGER OF THE PROFIT SHARING PLAN INTO THE TAX
      DEFERRED SAVINGS PLAN 

     

    EXHIBIT
      A TAX
      DEFERRED SAVINGS PLAN 

     

    Section
      1. Introduction

     

    Section
      2. Definitions

    2.01“Account”

    2.02“Company
      Shares”

    2.03“Compensation”

    2.04“Continuity
      of
      Service”

    2.05“Effective
      Date”

    2.06“Employer”

    2.07“Participant”

    2.08“Plan
      Year”

    2.09“Qualified
      Military
      Service”

    2.10“Service”

    2.11“Transition”

    2.12“Trustee”

     

    Section
      3. Eligibility
      and
      Participation

    3.01Eligible
      Employees

    3.02Service

    3.03Period
      of
      Participation

    3.04Effect
      of Layoff or
      Leave of Absence

     

    Section
      4. Contributions

    4.01Elections
      and
      Amount of Contributions

    4.02Suspension
      of
      Authorized Contributions

    4.03Employer
      Payment of
      Authorized Contributions

    4.04Restrictions
      on
      Employer Payments

    4.05Maximum
      Payment
      Limitation

    4.06Timing
      of Employer
      Payments

    4.07Substitute
      Employer
      Payments

     

    Section
      5. Allocation
      of
      Employer Payments; Rollover Contributions; and Transfers

    5.01Allocation
      of
      Employer Payments

    5.02Rollover
      Contributions From Other Plans

    5.03Transfers
      from
      Other Plans

    5.04Transfers
      to Other
      Plans

     

    Section
      6. The
      Trust Fund and
      the Investment Funds

    6.01The
      Trust
      Fund

    6.02The
      Investment
      Funds

    6.03Investment
      Fund
      Elections

    6.04Investment
      Fund
      Transfers

    6.05Investment
      in
      Company Shares

     

    Section
      7. Distribution
      of a
      Participant’s Account

    7.01Amount
      and Form of
      Distribution

    7.02Time
      of
      Distributions and Withdrawals

    7.03Loans

    7.04Hardship
      Withdrawals

    7.05To
      Whom
      Distributions are Made

    7.06Designation
      of
      Beneficiaries

     

    Section
      8. Participant’s
      Statement

     

    Section
      9. Voting
      of Company
      Shares

     

    Section
      10. Trustee
      and Plan
      Administrator

    10.01The
      Trustee

    10.02Plan
      Administrator

     

    Section
      11. Accounting

    11.01Separate
      Accounts

    11.02Adjustment
      of
      Participants’ Accounts

    11.03Fund
      Accounting

     

    Section
      12. No
      Reversion to
      Employers

     

    Section
      13. Miscellaneous

    13.01Information
      to
      Participants

    13.02Nonassignability

    13.03Notice
      of Claim
      Denial

    13.04Records

    13.05Absence
      of
      Guaranty

    13.06Mistake
      of
      Fact

    13.07Action
      by
      Employer

    13.08Employment
      Rights

    13.09Gender
      and
      Number

    13.10Waiver
      of
      Notice

    13.11Attorneys,
      Agents,
      Accountants, etc

    13.12Limitation
      of
      Liability

    13.13Limitation
      of
      Rights

    13.14Separate
      Administration

    13.15Courts

    13.16Merger
      of
      Plan

     

    Section
      14. Amendment
      and
      Termination.

     

    Section
      15. Employers
      Other
      Than the Company

     

    Section
      16. Qualified
      Domestic
      Relations Orders

     

    Section
      17. Participation
      Test
      Limitation

    17.01Applicability

    17.02Definition
      of
      Highly Compensated Employee

    17.03Tests

    17.04Limitation

    17.05Separate
      Tests

     

    Section
      18. Employee
      Stock
      Ownership Plan Provisions

    18.01Introduction

    18.02Employee
      Stock
      Ownership Plan Portion

    18.03Dividend
      Election

    18.04Put
      Option

    18.05Diversification

    18.06Hardship
      Withdrawal

     

    LETTER
      OF AGREEMENT
      NO. 1. 

     

    Re:
      Automatic
      Amendments. 

    


    
      
        

      




    SUPPLEMENTAL
      AGREEMENT FOR


    TAX
      DEFERRED SAVINGS PLAN

     

     

    On
      [Settlement
      Date],
      CATERPILLAR INC.
      (hereinafter referred to as the “Company” or as an
“Employer”)
      and
      the [See
      the
      attached Tax
      Deferred Savings Plan Document Explanation.]
      (hereinafter
      collectively referred to as the “Union”), on behalf of the employees covered by
      the Central Agreement and applicable Local Agreements of which this Supplemental
      Agreement becomes a part, agree as follows:

     

    Section
      1.
  Definitions

     

    When
      used herein --


     

    (a)  “Bargaining
      Unit”
means the respective units for collective bargaining purposes to which the
      Tax
      Deferred
      Savings Plan
      (as set forth
      in Exhibit A
      attached hereto and made a part hereof, as further modified in accordance with
      this Agreement) applies pursuant to this Agreement.

     

    (b)  “Basic
      Agreement”
as applied to a Bargaining Unit means those provisions of the Central Agreement
      which apply to such Bargaining Unit, together with the provisions of the Local
      Agreement covering such Bargaining Unit.

     

    (c)  “Central
      Agreement”
means the agreement between the Employers and the Union covering terms and
      conditions of employment of Employees (other than terms and conditions which
      are
      the subject of special supplemental agreements such as pensions, group insurance
      and supplemental unemployment benefits and other than terms and conditions
      which
      are governed by a Local Agreement).

     

    (d)  “Collective
      Bargaining Representative” means with respect to a Bargaining Unit, the Union
      and a local thereof to which recognition is extended by an Employer for that
      Bargaining Unit.

     

    (e)  “Employee”
means
      any person in a Bargaining Unit covered by this Agreement who is actively
      employed by an Employer, or who is on the Seniority List for such Bargaining
      Unit, on or after the Effective
      Date
      specified in Section 8 hereof.

     

    (f)  “Local
      Agreement”
means an agreement between an Employer and a Collective Bargaining
      Representative covering terms and conditions of employment of Employees (other
      than terms and conditions which are the subject of special supplemental
      agreements such as pensions, group insurance and supplemental unemployment
      benefits and other than terms and conditions which are governed by the Central
      Agreement).

     

    (g)  “Seniority
      List”
means the Seniority List provided for in the Basic Agreement.

     

    Section
      2.
  Establishment
      and
      Modification of Plan

     

    The
      Company has
      established for eligible Employees a Tax Deferred Savings Plan,
hereinafter
      referred to as the “Plan.” In the event of any conflict between the provisions
      of the Plan and the provisions of this Agreement, the provisions of this
      Agreement will supersede the provisions of the Plan to the extent necessary
      to
      eliminate such conflict. Each Employer, in its discretion, may extend the Plan
      to persons now or hereafter in its employ outside the Bargaining Unit. The
      parties hereto have agreed to modifications of the tax deferred savings plan
      agreement which was in force between them on [the
      applicable date].

     

    Section
      3.
  Management
      Rights

     

    The
      provisions of
      this Section 3 shall apply only to any matters or information in conjunction
      with this Plan. All decisions with respect to any and all matters affecting
      the
      business of an Employer are vested exclusively in the management and Board
      of
      Directors of the Employer. Neither the Union nor any Employees shall have the
      right to be informed, notified, or consulted with respect to, or provided
      information or data concerning such matters except that the Union shall be
      provided with such information and data as is required by the terms of this
      Agreement and the Plan, and upon request as is provided to the shareholders
      of
      the Company in the ordinary course of business.

     

    Such
      matters
      include, by way of example and without limitation: terms and conditions of
      employment of Employees not within recognized collective bargaining units
      represented by the Union; the investment of corporate funds; the incurring
      of
      debt, the purpose or cost of expenditures for overhead, operating or other
      expenses; the number, location, size, function and manning of facilities;
      research into existing or possible new products to be produced; the maintenance
      of materials and finished goods inventories, the marketing, merchandising,
      pricing and advertising policies; the financing of the Employers including
      incurring or retirement of debt, the issuance of stock, debentures, notes or
      other capital instruments; the declaration of dividends; the accounting and
      financial policies, practices and procedures of the Employers; the acquisition,
      merger, divestiture of assets and holdings; the maintenance of the business
      plans, and the financial books and records of the Employers in confidence;
      and
      all other matters heretofore traditionally determined by management or the
      Board
      of Directors exclusively.

     

    It
      is recognized
      and agreed that all information necessary for the Union to perform its
      representational duties with respect to the establishment, administration,
      modification or termination of this Agreement, the Plan or any future proposed
      agreement or plan is provided for by Section 4 of this Agreement, or is
      contained in the published financial statements and such releases and periodic
      reports of the Company to its shareholders or to the Securities and Exchange
      Commission as are provided in the ordinary course of business pursuant to the
      Securities Exchange Act of 1934.

     

    The
      agreements
      herein with respect to the preservation of management rights and the Union’s
      disclaimers and waivers with respect thereto are given in express consideration
      for the benefits to be paid hereunder.

     

    Section
      4.
  Information
      to
      Union

     

    The
      Company or its
      designee will provide to the Union a copy of materials provided to Participants
      in the Plan which show the performance of the investment funds referenced in
      Section 6 of the Plan, at approximately the same time such materials are
      provided to Participants. The Union hereby disclaims any interest in and waives
      any contractual or statutory right to any additional financial information
      or
      accounting records concerning the Employers.

     

    Section
      5.
  Claim
      Procedure

     

    In
      the event an
      Employee wishes to seek a review under the Plan and make a claim with respect
      to
      his eligibility or his Account, the following claim procedure will
      apply:

     

    STEP
      1.
 The
      Employee shall
      first seek a satisfactory explanation from the Employer with respect to his
      claim; and if he is unable to secure an explanation to his satisfaction, he
      may
      then request his designated local Union representative to review his claim
      with
      the designated management representative.

     

    STEP
      2.
 The
      management
      representative will review the Employee’s claim with the local Union
      representative. If needed, more details with respect to the claim will be
      obtained by the management representative.

     

    STEP
      3.
 If,
      after
      discussion with the management representative, the local Union representative
      feels that the claim was proper, he may notify in writing the Union
      and the management
      representative that he would like to have the claim further reviewed by the
      Union
      and the designated
      representative of the Company. The management representative will then direct
      a
      memorandum describing the discussions which have taken place (a copy of which
      will be sent to the local Union representative and to the Union)
      to the Company
      representative and will forward the entire file to the Company representative.
      Thereupon, the Union
      should contact the
      Company representative to arrange a meeting at a mutually convenient time for
      purposes of further discussion of the claim.

     

    STEP
      4.
 If,
      after
      discussion between the representative of the Union
      and the designated
      representative, the parties cannot resolve the claim in dispute and the
      representative of the Union
      continues to feel
      that the claim was improperly denied, such representatives shall appoint an
      impartial person to review the claim in dispute and to determine whether or
      not
      denial was proper. In the event of the inability of the parties to agree upon
      such an impartial person within a period of thirty days after it is determined
      that such an impartial person should be appointed, the parties shall ask the
      American Arbitration Association to furnish a suggested list of names of five
      persons, from which list the parties shall select one person to serve. Such
      selection shall be by agreement, if possible; otherwise, by the Union
      and the Company
      alternately eliminating names from said list. After each party has eliminated
      the names of two persons from said list, the remaining one shall be appointed
      to
      act.

     

    There
      shall be no
      appeal from any ruling by the impartial person so designated. Each such ruling
      shall be final and binding on the Employers, the Union, and the Employee or
      any
      other persons claiming eligibility or amounts under the Plan; and shall be
      based
      solely on the written facts submitted relating to the case in dispute and such
      ruling shall apply solely to the case in dispute and shall not be used as a
      precedent for future cases. No ruling in any one case nor any initial
      determination in any one case shall create a basis for retroactive adjustments
      in any other cases. The Union will discourage any attempt of their respective
      members and any other persons and will not encourage or cooperate with any
      of
      its members and any other person, in any appeal to any court or administrative
      board or agency from a ruling of such impartial person.

     

    The
      fees and
      expenses of such impartial person, and any clerical or stenographic expense
      mutually agreed to, shall be borne equally by the Company and the Union.

     

    Section
      6.
  Complete
      Agreement
      not Subject to Strikes, Etc.

     

    During
      the term of
      this Agreement neither the Union nor any of its officers, agents, or
      representatives, nor any of the Employees or their agents or representatives,
      shall engage or continue to engage in or in any manner sanction or encourage
      any
      strike, work stoppage, slowdown, or other interruption or impeding of work,
      or
      engage, or continue to engage in any other use of economic force, for the
      purpose of securing any modification, change, or termination of this Agreement
      or of the Plan, or for the purpose of securing the establishment of any new,
      different or additional plan. During the term of this Agreement, the Employer(s)
      shall have no obligation to negotiate or bargain with the Union
      or with the
      Employees or any other representative of the Employees with respect to any
      of
      the subject matters of this Agreement, the right to bargain with respect to
      any
      such matters being expressly waived.

     

    Section
      7.
  Necessary
      Approvals

     

    Notwithstanding
      any
      other provision of this Agreement or of the Plan, the Company, with the consent
      of the Union insofar as Employees in the Bargaining Unit are concerned, may,
      during the term of this Agreement, make revisions in the Plan not inconsistent
      with the purposes, structure and basic provisions thereof which shall be
      necessary to bring the Plan into conformance with any applicable federal or
      state legislation or regulations or which shall be necessary to obtain or
      maintain any necessary approval of any applicable federal or state authority.
      Any such revisions shall adhere as closely as possible to the language and
      intent of the provisions outlined in this Agreement and the attached Exhibit
      A;
      provided, however, that no such revisions will result in any increase in
      benefits or eligibility for benefits under any other benefit plan of the
      Employers. 

     

    Section
      8.
  Effective
      Date and
      Term of Agreement

     

    (a)  [See
      the
      attached Tax
      Deferred Savings Plan Document Explanation.]

     

    (b)  If
      at any time any
      of the approvals referred to in Section 7 ceases to be in effect, the Company
      (unless revisions made pursuant to Section 7 result in the complete
      reinstatement of such approval) may terminate this Agreement and shall provide
      written notice of such termination to the Union at least 30 days prior to such
      termination, provided however, that termination of this Agreement shall not
      have
      the effect of automatically terminating the Plan.

     

    (c)  Any
      notice under
      this section shall be in writing and shall be sufficient, if to the Union,
      when
      sent by mail addressed to [applicable
      Union address];
      and if to the
      Company, when sent to Caterpillar, Inc., Attention: Corporate
      Labor
      Relations, Peoria, Illinois 61629-4185,
      or to such
      other address as the Company shall furnish to the Union in writing.

     

    IN
      WITNESS HEREOF, the parties hereto have caused this Supplemental Agreement
      to be
      executed as of the day and year first above written.

     

     

      
        

      

    

     

    MEMORANDUM
      OF
      AGREEMENT RELATING TO IMPLEMENTATION
      OF
      TAX DEFERRED SAVINGS PLAN

     

    [See
      the
      attached Tax
      Deferred Savings Plan Document Explanation.]

     

     

    MEMORANDUM
      OF
      AGREEMENT RELATING TO CERTAIN
      EMPLOYEES
      UNDER THE TAX DEFERRED SAVINGS PLAN

     

    [See
      the
      attached Tax
      Deferred Savings Plan Document Explanation.]

     

     

    MEMORANDUM
      OF
      AGREEMENT RELATING TO THE
      MERGER OF THE
      PROFIT SHARING PLAN INTO THE TAX DEFERRED SAVINGS PLAN

     

    [See
      the
      attached Tax
      Deferred Savings Plan Document Explanation.]

     

    
      
        

      




    EXHIBIT
      A

     

    TAX
      DEFERRED
      SAVINGS PLAN

     

     

    Section
      1.
  Introduction

     

    This
      Tax Deferred
      Savings Plan (the “Plan”) has been established by Caterpillar Inc. (hereinafter,
      the “Company”) to provide a tax-deferred method for savings and investment to
      certain eligible employees of the Employers. The Plan is maintained pursuant
      to
      Sections 401 (a) and (k) of the Internal Revenue Code of 1986 (the “Code”), as
      amended, and is conditioned upon determination by the Internal Revenue Service
      that it meets the requirements of such Sections or any successor statute of
      similar import. The Plan will be administered by the Plan Administrator
      described in subsection 10.02.

     

    Section
      2.
  Definitions

     

    2.01  “Account”.means
      the interest
      of a Participant in the trust fund.

     

    2.02  “Company
      Shares”.means
      shares of
      Common Stock of the Company.

     

    2.03  “Compensation”.means
      a
      Participant’s total compensation payable in any Plan Year to him by the
      Employers (before deductions and before charging against such Compensation
      any
      Employer Payment under Section 4) for services rendered to them, excluding,
      however, contributions by the Employers under any other profit sharing or any
      other employee benefit plan; provided that Compensation shall not include annual
      compensation in excess of $205,000 or such other amount as shall be indicated
      by
      the Secretary of the Treasury in regulations or otherwise pursuant to Section
      401(a)(17) of the Code.

     

    2.04  “Continuity
      of
      Service”.means
      service with
      the Employer until it is broken by (i) the occurrence of an employee’s death or
      retirement, or (ii) a quit or discharge unless the employee is rehired before
      the end of the month in which the quit or discharge occurs, or (iii) expiration
      of the employee’s recall rights under the Basic Agreement. In no case will a
      Transition be considered a break in Continuity of Service.

     

    2.05  “Effective
      Date”.means,
      with respect
      to groups of employees, the date specified as such in any collective bargaining
      agreement or extension memorandum applicable to such a group.

     

    2.06  “Employer”.means
      the Company
      and any subsidiary of the Company that adopts the plan pursuant to Section
      15.

     

    2.07  “Participant”.means
      an eligible
      employee, in accordance with subsection 3.01 who elects to participate in the
      Plan pursuant to subsection 4.01.

     

    2.08  “Plan
      Year”.means
      calendar
      year.

     

    2.09  “Qualified
      Military
      Service”.means
      service by a
      Participant or employee in the armed forces of the United States of a character
      that entitles the Participant or employee to re-employment under the Uniformed
      Services Employment and Reemployment Rights Act of 1994, but only if the
      Participant or employee is re-employed during the period following such service
      in which his right of re-employment is protected by such Act.

     

    2.10  “Service”.means
      an employee’s
      period of employment as defined in subsection 3.02.

     

    2.11  “Transition”.means
      moving from
      (1) employment by the Employer in a group to which the Plan has been made
      available by a collective bargaining agreement or by an extension by the
      Employer, to (2) employment by the Employer or other subsidiary of the Company
      that is not in a group to which the Plan has been made available by a collective
      bargaining agreement or by an extension by the Employer, or vice
      versa.

     

    2.12  “Trustee”.means
      the person,
      persons, organization or organizations described in subsection
      10.01.

     

    Section
      3.
  Eligibility
      and
      Participation

     

    3.01  Eligible
      Employees.

     

    [See
      the
      attached Tax
      Deferred Savings Plan Document Explanation.]

     

    The
      eligibility
      criteria above are:

     

    [The
      following paragraphs in this Section 3.01 apply to all unions
except
      IAM Local
      360. See the attached Tax Deferred Savings Plan Document Explanation for terms
      applicable to IAM Local 360.]

     

    (a)  He
      is a resident or
      citizen of the United States of America or Canada;

     

    (b)  He
      is an employee
      of one or more Employers (effective 12/1/95);

     

    (c)  He
      is included in a
      group for which an agent for collective bargaining has signed an agreement
      making this Plan applicable to such group or in a group to whom this Plan has
      been extended by an Employer;

     

    (d)  He
      has completed at
      least one full Computation Year in which he has been credited with 1,000 or
      more
      hours if he is an employee described in paragraph 3.02(b) (effective 12/1/95);
      and

     

    (e)  He
      has attained his
      eighteenth birthday.

     

    An
      eligible
      employee will become a Participant in the Plan as of [first
      Monday following ratification],
      or as soon as
      administratively feasible following the date such individual has satisfied
      the
      eligibility criteria listed in this subsection 3.01. For this purpose, an
      individual will have satisfied subsection 3.01(d) when he or she completes
      1,000
      hours in a Computation Year even if the Computation Year has not ended.
      Employees will be notified of the eligibility requirements as specified in
      the
      Plan through such general announcements as the Plan Administrator shall
      authorize, but neither the Employers, the Plan Administrator, nor the Trustee
      shall have any duty or obligation to notify any individual employee of any
      date
      as of which he is eligible to become a Participant in the Plan.

     

    3.02  Service.

     

    (a)  This
      paragraph
      shall apply to and determine rights and benefits of employees who are hired
      for
      an indefinite period and are employed on the prevailing full-time schedules
      of
      their respective departments (effective 12/1/95).

     

    For
      all purposes of
      the Plan, the term “Service” means the total period of service with the
      Employers, including any period of leave of absence or layoff. Solely for the
      purposes of this subsection, the term “Employer” shall, unless otherwise
      provided by the Company, include any organization (whether a corporation,
      partnership, sole proprietorship or other business entity), regardless of when
      formed or acquired, as well as all of its affiliates and predecessors, the
      control of which organization or a substantial part of the assets of which
      organization have been acquired (whether before or after the Effective Date
      hereof) by the Company or any of its subsidiaries. Notwithstanding the foregoing
      provisions of this subsection, service shall not be duplicated for the same
      period of service with more than one Employer. The records of the respective
      Employers with respect to an employee’s service will be conclusive unless shown
      to the Plan Administrator’s satisfaction to be incorrect.

     

    [The
      following paragraph 3.02(b) applies to all unions except
      IAM Local
      360.]

     

    (b)  Effective
      December 1, 1995, this paragraph shall apply to and determine rights and
      benefits of employees who are not in the class of employees defined in paragraph
      3.02(a), notwithstanding any provisions of the Plan to the contrary. “Service”
shall be determined as follows:

     

        (i)  An
      employee shall
      receive a full year of service for each Computation Year for which he is
      credited with 1,000 or more Hours Worked (as such terms are defined below),
      subject to the following provisions of this paragraph.

     

        (ii)  “Computation
      Year”
shall mean a calendar year period that commences after December 31, 1994,
      coinciding with the annual 52/53, 26 or 12 pay periods applicable to employees
      who are paid weekly, biweekly or monthly, respectively.

     

        (iii)  “Hours
      Worked”
shall mean (A) each hour for which an employee is paid or entitled to payment
      for the performance of duties for an employer; (B) each hour during which no
      such duties are performed but for which an employee is paid by an employer
      for
      vacation, holiday, illness, disability, layoff, jury duty, military duty, or
      leave of absence; and (C) each hour for which back pay is awarded or agreed
      to
      by an employer; except that “Hours Worked” shall not include (1) hours in excess
      of 501 hours of any continuous period during which no duties are performed
      unless
      back pay is awarded for such period;
      (2) hours for
      which payment is due solely for purposes of complying with applicable workers’
compensation, unemployment compensation or disability insurance laws; (3) any
      time period which is or may be related to payment that reimburses an employee
      for medical expenses; and (4) hours related to back pay where credit has already
      been given for such hours.

     

        (iv)  In
      the case of an
      employee as defined in this paragraph 3.02(b), who transfers into the class
      of
      employees as defined in paragraph 3.02(a), such employee’s service shall consist
      of:

     

            (A)  his
      service as of
      the end of the Computation Year immediately preceding the Computation Year
      during which such transfer occurred;

     

            (B)  the
      greater of (A)
      the service that would be credited under the provisions of subsection 3.02(a)
      for his service during the entire Computation year in which such transfer
      occurred, as if he had been an employee as defined in paragraph 3.02(a) or
      (B)
      the service taken into account under this paragraph 3.02(b) (for such Year)
      as
      of the date of such transfer; and

     

            (C)  for
      any Computation
      Year subsequent to the Year in which such transfer occurred and during which
      such employee is a member of the class defined in paragraph 3.02(a), the service
      taken into account under the provisions of that paragraph.

     

        (v)  In
      the case of an
      employee as defined in paragraph 3.02(a) who transfers into the class of
      employees as defined in paragraph 3.02(b), such employee’s service shall consist
      of:

     

            (A)  the
      number of years
      of service equal to the number of one-year periods of service credited to him
      as
      of the date of such transfer;

     

            (B)  with
      respect to any
      fractional part of a full year of service possessed by him as of the date of
      such transfer, one hundred ninety (190) hours of service for each month or
      part
      of a month for which the employee received service under paragraph 3.02(a);
      and

     

            (C)  for
      the period
      subsequent to the date of such transfer, the service credited to him in
      accordance with this paragraph 3.02(b).

     

    3.03  Period
      of
      Participation.

     

    Subject
      to
      subsection 7.02, a Participant in the Plan shall continue as such until all
      of
      the assets in his Account under the Plan have been distributed or otherwise
      disposed of in accordance with the Plan.

     

    3.04  Effect
      of Layoff or
      Leave of Absence.

     

    If
      a Participant is
      granted a leave of absence or is laid off because of lack of work, his
      employment with an Employer shall not be deemed to have terminated for the
      purposes of this Plan unless and until such Participant incurs a break in
      Continuity of Service and/or loses his employment recall rights.

     

    Section
      4.
  Contributions

     

    4.01  Elections
      and
      Amount of Contributions.

     

    Subject
      to the
      limitations described in this Subsection 4.01, each Participant may elect to
      have a portion of his Compensation, not to exceed 70% thereof,
      contributed to the
      Plan. Such elective deferral contributions shall be stated as a whole percentage
      of the Participant’s Compensation and the percentage elected shall be withheld
      from each payment of Compensation to the Participant. Contributions so withheld
      shall be deposited in the Plan’s trust fund as soon as practical after being
      withheld, but in no event later than the fifteenth day of the month following
      the month in which the Compensation is paid. Contributions shall be allocated
      to
      the Participant’s account as of the accounting date coinciding with or next
      succeeding the date they are deposited. 

     

    A
      Participant is
      permitted to make or revise his contribution election as of the first day of
      any
      payroll period in the manner prescribed by the Plan Administrator. Such election
      change will take effect beginning with the first payroll period following the
      date on which it was received in accordance with such procedures. The Plan
      Administrator may also change the frequency of election dates, suspend
      deferrals, or establish additional election dates in special circumstances,
      provided that in all cases the availability of election dates shall not
      discriminate in favor of highly compensated employees as defined in Subsection
      17.02 of the Plan.

     

    The
      total amount of
      contributions made on behalf of any Participant under this Plan, plus the total
      amount of before-tax elective deferrals made on behalf of the Participant under
      any other plan described in Code Section 401(k) or 402(h)(1)(B) plus amounts
      used to purchase an annuity under Code Section 403(b) pursuant to a salary
      reduction agreement under Code Section 402(g)(3), in any calendar year shall
      not
      exceed the dollar amount set forth in the table set forth below (or such other
      dollar limitation as may then be applicable for such calendar year under Code
      Section 402(g)(5)).

     

    
      	
              Year

               

            	
              Maximum
                Contribution

               

            
	
              2004

               

            	
              $13,000

               

            
	
              2005

               

            	
              $14,000

               

            
	
              2006

               

            	
              $15,000

               

            


    

    If
      the Participant
      notifies the Plan Administrator not later than March 31 of the following
      calendar year that the limitation of this Subsection 4.01 has been exceeded
      for
      any calendar year, and specifies the amount of contributions that must be
      distributed from the Plan to satisfy such limitation, such amount shall be
      distributed to the Participant notwithstanding any other limitation on
      distributions contained in this Plan.

     

    A
      Participant who
      has attained the age of 50 (or will attain the age of 50 during the Plan Year),
      and whose elective contributions are limited either by the provisions above
      (relating to Code Section 402(g)) or any of the other limitations set forth
      in
      this Plan, may elect to make “catch-up” contributions to the Plan. Except as
      otherwise specifically provided, catch-up contributions shall be treated as
      elective contributions for all purposes of the Plan, but shall not be subject
      to
      any of the limitations on contributions except as set forth in the table below.
      The maximum amount of catch-up contributions that may be made on behalf of
      a
      Participant for any Plan Year under this Plan and all other plans maintained
      by
      an Employer or Affiliate shall be equal to the lesser of the dollar amount
      set
      forth in the following table or the elective contributions (other than catch-up
      contributions) made to such Participant’s Account. The Plan Administrator shall
      adopt procedures providing for eligible Participants to elect to have Catch-Up
      Contributions made in accordance with Treasury Regulations issued pursuant
      to
      Code Section 414(v).

     

    
      	
              Year

               

            	
              Maximum

              Catch-Up
                Contribution

               

            
	
              2004

               

            	
              $3,000

               

            
	
              2005

               

            	
              $4,000

               

            
	
              2006

               

            	
              $5,000

               

            


    

    If
      an eligible
      employee does not elect to become a Participant as of his initial eligibility
      date, he subsequently may elect to become a Participant if he then meets the
      requirements of subsection
      3.01 of the
      Plan.

     

    A
      Participant who
      is re-employed following Qualified Military Service shall have the right to
      have
      additional contributions made on his behalf in accordance with this Section
      4.01
      in an amount up to the amount of contributions he could have made during the
      period of Qualified Military Service. Such additional contributions shall be
      made by additional withholding over a period of time not to exceed three times
      the length of his Qualified Military Service (but not more than five years).
      Such Participant shall also be entitled to receive any other contributions
      he
      would have received, had he been an active Participant during such period of
      service. All such contributions shall be deemed to have been received during
      the
      period of Qualified Military Service for purposes of applying all limitations
      on
      Contributions under this Plan. For purposes of this Section 4.01, a Participant
      shall be deemed to have received Compensation during his period of Qualified
      Military Service based on the rate of Compensation he would have received had
      he
      been an employee during such period or, if such rate cannot be determined with
      reasonable accuracy, based on his average Compensation received during the
      12-month period (or his entire period of employment, if shorter) immediately
      prior to the period of military service. The provisions of this Section 4.01
      shall be interpreted and applied in accordance with Code Section 414(u) and
      the
      Treasury Regulations issued thereunder.

     

    4.02  Suspension
      of
      Authorized Contributions.

     

    A
      Participant may
      voluntarily suspend his authorization of contributions under the Plan in a
      manner prescribed by the Plan Administrator. The contributions of an employee
      who ceases to meet the eligibility requirements specified in subsection 3.01
      of
      the Plan will be suspended automatically. An employee whose contributions were
      suspended for failure to meet such eligibility requirements will be eligible
      to
      resume his authorization of contributions after he again satisfies such
      requirements.

     

    4.03  Employer
      Payment of
      Authorized Contributions.

     

    For
      each calendar
      month after the Effective Date, each Employer shall make a payment (or payments)
      of authorized contributions (hereinafter referred to as “Payment”) under the
      Plan in an amount equal to the total Compensation reduction amounts elected
      by
      Participants for that month pursuant to subsection 4.01 who are employed by
      that
      Employer during the month.

     

    4.04  Restrictions
      on
      Employer Payments.

     

    The
      Employers’
Payments for any Plan Year which are paid or payable to the Trustee shall be
      made from, to the extent required by law, its net income (i.e., its net profit
      before federal and state taxes on income) for that Plan Year, or its accumulated
      profits (i.e., its net profits after federal and state taxes on income which
      have been accumulated and retained in the business), or both. The Employers’
Payments for a Plan Year which are paid or payable to the Trustee are
      conditioned on their deductibility under Code Section 404, shall comply with
      the
      limitations set forth in subsection 4.05 and shall not exceed an amount equal
      to
      the maximum amount deductible on account thereof by the Company for that year
      for purposes of federal taxes on income.

     

    4.05  Maximum
      Payment
      Limitation.

     

    Notwithstanding
      anything contained herein to the contrary, the amount of any Employer
Payment
      hereunder
      to the
      Trustee for the Account of any Participant in any Plan Year shall not exceed
      $42,000 (as
      adjusted
      pursuant to Code Section 415(d)).
      For purposes of
      applying the foregoing limitation, this Plan shall be aggregated with any other
      plan or arrangement (in which the Participant participates) which is established
      pursuant to Code Section 401(k), or which must be aggregated with this Plan
      pursuant to applicable law.

     

    4.06  Timing
      of Employer
      Payments.

     

    The
      Employers’
Payments for any calendar month shall be made to the Trustee as soon as
      practicable after the payday on which the Participant’s Compensation is reduced
      and shall be held by the Trustee pending investment as set forth in subsection
      6.02.

     

    4.07  Substitute
      Employer
      Payments.

     

    If,
      because of the
      limitations specified in the second sentence of subsection 4.04, an Employer
      is
      prevented from making all or any part of its Payments required under subsection
      4.03 (and which is to be paid to the Trustee) for any Plan Year, then so much
      of
      such Payments that the Employer is so prevented from making may be made by
      the
      Company if authorized by the Company, to the extent that any substitute payments
      are deductible by the Company under Section 404 of the Code.

     

    For
      all purposes of
      the Plan, payments made by the Company in accordance with this subsection on
      behalf of an Employer shall be considered as having been made by such
      Employer.

     

    Section
      5.
  Allocation
      of
      Employer Payments; Rollover Contributions; and Transfers

     

    5.01  Allocation
      of
      Employer Payments.

     

    As
      of each
      accounting date (as defined in subsection 11.02), an amount equal to the
      Employers’ Payments will be allocated to the Accounts of Participants. A
      Participant shall have a nonforfeitable right to the assets properly allocated
      to his Account and the assets which, pursuant to Section 11, are in his Account
      at the time of distribution pursuant to Section 7.

     

    5.02  Rollover
      Contributions From Other Plans.

     

    (a)  Notwithstanding
      any
      other provision of the Plan to the contrary, an otherwise eligible employee
      who
      has received an Eligible Rollover Distribution may contribute to the Trustee
      all
      or a portion of such distribution (and, if not already a Participant, become
      a
      Participant) for the purpose of making a Rollover Contribution, subject to
      the
      following conditions:

     

        (i)  If
      not already a
      Participant, such an employee must enroll according to the method prescribed
      by
      the Plan Administrator.

     

        (ii)  Any
      Rollover
      Contribution shall be received by the Employer in a direct rollover, or on
      or
      before the 60th day following the date on which the employee receives such
      distribution.

     

        (iii)  Any
      Rollover
      Contribution shall not include any amount treated as “employee
      contributions.”

     

        (iv)  Rollover
      Contributions shall be made solely in cash; where an Eligible Rollover
      Distribution consists in whole or part of property other than cash, such
      property must first be converted into cash before it can be received by the
      Trustee.

     

    (b)  The
      assets from
      such Rollover Contribution(s) shall be invested in one or more of the investment
      funds in accordance with the election of the Participant pursuant to subsection
      6.03 (Investment Fund Elections).

     

    (c)  Rollover
      Contributions shall be made to and from a part of each investment fund elected
      at the price per share or unit value determined thereunder. Earnings on amounts
      invested shall be credited and invested in accordance with Section 11 of the
      Plan. If a Participant’s Rollover Contribution exceeds the maximum amount which
      may be contributed pursuant to subparagraph 5.02(a)(iii), the assets purchased
      with such excess contribution (and earnings on such assets) shall be returned
      to
      the Participant as soon as practicable after notification of such excess
      contribution is received by the Participant’s Employer.

     

    (d)  For
      purposes of
      Sections 4 (Contributions) and 17 (Participation Test Limitation), Rollover
      Contributions should not be considered as authorized Contributions (Employer
      Payments).

     

    (e)  As
      used herein
      -

     

        (i)  The
      term “Eligible
      Rollover Distribution” means a distribution defined in Code Section 402(c)(4)
      from a pension, profit sharing, stock bonus, or other plan that is qualified
      under Section 401(a) and exempt from tax under Code Section 501(a).

     

        (ii)  The
      term “Rollover
      Contribution” means the amount of an Eligible Rollover Distribution that may be
      contributed to the Trustee pursuant to this subsection 5.02.

     

    5.03  Transfers
      from
      Other Plans.

     

    Notwithstanding
      any
      other provision of the Plan to the contrary, an otherwise eligible employee
      may
      elect to have transferred to the Trustee all or a portion of any amount which
      would otherwise be an Eligible Rollover Distribution as defined in subparagraph
      5.02(e)(i); except that no assets which are or are deemed to be employee
      contributions may be so transferred to the Trustee. Any such election shall
      be
      made in such form and at such time as may be directed by the Plan Administrator
      (and, if not already a Participant, such employee may become a Participant
      by
      making the election). Any amount so transferred shall be accounted for
      separately and invested in accordance with subparagraphs 5.02(b) and (c) as
      if
      such amount were a Rollover Contribution. If any such transfer includes property
      other than money, the Trustee may in its sole discretion refuse to accept such
      transfer, may accept such transfer and may sell such property, or may condition
      its acceptance of such transfer on such terms and conditions as it deems
      reasonable.

     

    5.04  Transfers
      to Other
      Plans.

     

    Effective
      January 1, 1993, a Participant may elect a transfer to the trustee of an
      eligible retirement plan as defined by Code Section 402(c)(8) of all or a
      portion of any amount which, if distributed to him, would be includible in
      gross
      income and which qualifies as an “eligible rollover distribution” under Code
      Section 402(c)(4), subject to the following: any such transfer shall include
      only assets otherwise distributable to him under the Plan. With respect to
      each
      such transfer, the Participant may elect only one recipient trustee of the
      eligible plan or individual retirement account or annuity, as the case may
      be.
      Any such transfer shall be made by the Trustee of this Plan, provided the
      transferee plan provides for the receipt of such a transfer and agrees to accept
      such transfer. Any such election shall be made in such form and at such time
      as
      may be directed by the Plan Administrator.

     

    Section
      6.
  The
      Trust Fund and
      the Investment Funds

     

    6.01  The
      Trust
      Fund.

     

    A
      separate trust
      fund shall be established for purposes of the Plan. The trust fund will consist
      of all money, stocks, bonds, securities and other property held or acquired
      by
      the Trustee in accordance with the Plan and trust agreement.

     

    6.02  The
      Investment
      Funds.

     

    The
      Plan
      Administrator shall from time to time designate various investment funds and
      other alternative arrangements among which Participants may direct their
      investments. Pending investment, reinvestment or distribution as provided in
      the
      Plan, the Trustee may temporarily retain the assets of any one or more of the
      investment funds in cash, commercial paper, short-term government obligations,
      or undivided interest or participation in common or collective short-term
      investment funds, including the short-term investment or cash reserves fund
      of
      the Trustee. The Plan Administrator in his discretion may direct the Trustee
      to
      establish other investment funds, including but not limited to a fixed income
      fund, may direct the Trustee to terminate any of the investment funds, may
      direct the Trustee to segregate a portion of an investment fund into a separate
      sub-fund, may appoint an investment manager to direct the investment and
      reinvestment of the assets of any fund or sub-fund and terminate any such
      appointment, and may direct the Trustee to invest the assets of any fund or
      sub-fund in any designated commingled or collective fund, mutual fund or
      insurance contract, as the Plan Administrator from time to time considers
      appropriate and in the best interests of the Participants. The funds established
      hereunder may be referred to collectively as the “investment funds” and
      individually as an “investment fund.”

     

    6.03  Investment
      Fund
      Elections.

     

    A
      Participant shall
      direct the investment of his Accounts among the various investment funds and
      other alternative arrangements designated from time to time by the Plan
      Administrator as described in subsection 6.02 above. The Plan Administrator
      shall establish a written procedure to govern such investments, which procedure
      shall satisfy the requirements of Section 404(c) of ERISA and the regulations
      thereunder, including without limitation the establishment of at least three
      investment funds that provide sufficient diversification, the identification
      of
      fiduciaries who are obligated to carry out Participant investment elections,
      and
      any limitations on permissible investments. The Plan Administrator, or a person
      designated by the Plan Administrator shall be the fiduciary designated to ensure
      that Participants’ investment elections are processed, and to furnish the
      disclosures required under applicable regulations. If a Participant fails to
      make an election under this subsection, his share of the Employer Payments
      will
      be invested in the short-term investment or cash reserves fund.

     

    6.04  Investment
      Fund
      Transfers.

     

    A
      Participant or
      his beneficiary may elect that all or a part of the interest of his Account
      in
      an investment fund shall be liquidated and the proceeds thereof transferred
      to
      one or more of the other investment funds. Each such election shall be made
      at
      such time, in such manner, and with respect to such investment funds as the
      Plan
      Administrator shall determine, and shall be effective only in accordance with
      such rules as the Plan Administrator shall establish and publish from time
      to
      time.

     

    The
      Plan
      Administrator may, in its discretion, impose restrictions on Participants’
exercise of their authority to direct investments, as necessary to prevent
      market timing and other similar trading activity.

     

    6.05  Investment
      in
      Company Shares.

     

    Participants
      may
      elect to have a portion or all of their Accounts invested by the Trustee in
      the
      Company Stock Fund. Company Shares purchased by the Trustee shall be either
      previously issued shares or newly issued shares. Company Shares shall be
      purchased by the Trustee from any source including the Company at such times
      and
      in such manner as shall be determined by the Trustee in its sole discretion.
      Newly issued shares sold by the Company shall be priced at the closing price
      for
      Company Shares on the New York Stock Exchange on the date of purchase. Company
      Shares purchased from any source, including the Company, shall be charged to
      the
      Company Stock Fund at the average price per share paid by the Trustee for such
      shares (excluding brokerage commissions, transfer taxes, and other costs of
      purchase). For purposes of valuing interests in the Company Stock Fund and/or
      charges therefore to Participants’ Accounts, the Plan Administrator may
      establish such rules as it deems appropriate and also may adjust the average
      price per share as may be necessary to reflect appropriately the effect of
      any
      stock dividend, stock split, subdivision, reclassification, combination or
      other
      event affecting Company Shares held or acquired hereunder. Cash dividends and
      cash proceeds received by the Trustee in any month with respect to Company
      Shares in the Company Stock Fund shall be credited to such Fund. Company Shares
      received by the Trustee as a stock dividend or because of a stock split,
      recapitalization or the like, as well as rights, warrants and options, if any,
      issued with respect to Company Shares, shall be allocated to Company Shares
      to
      which they appertain. 

     

    Section
      7.
  Distribution
      of a
      Participant’s Account

     

    7.01  Amount
      and Form of
      Distribution.

     

    Except
      as provided
      otherwise in subsection 7.02, distribution will include all assets in a
      Participant’s Account. The distribution shall be made in cash unless the
      Participant (or beneficiary or beneficiaries if he is deceased) elects to
      receive Company Shares in kind. The value of any full or fractional shares
      paid
      in cash will be based upon the average price per share the Trustee receives
      from
      sales of Company Shares for the purpose of making distribution. In accordance
      with rules established by the Plan Administrator, any such election shall be
      in
      writing and filed with the Plan Administrator prior to distribution and Company
      Shares distributed to a Participant shall be registered in the Participant’s
      name and/or in the name of such other person or persons as the Participant
      shall
      designate.

     

    7.02  Time
      of
      Distributions and Withdrawals.

     

    (a)  Prior
      to
      termination of employment, no withdrawal of the assets in a Participant’s
      Account may be made, except that (i) a Participant may withdraw once each year
      any assets in his Account (other than from the insurance contract fund or funds)
      if he has attained age 59-1/2 years, or he incurs a hardship and as a result
      of
      that hardship a withdrawal is permitted pursuant to the Internal Revenue Code
      and rulings and regulations thereunder; and (ii) distribution will begin no
      later than April 1 of the calendar year following the year in which (A) the
      Participant attains age 70-1/2 years for those Participants who reach age 70-1/2
      years on and after January 1, 1988, or (B) he retires if he remains employed
      on
      or after January 1, 1997, beyond age 70-1/2 years, elects to defer commencement
      of his distribution until retirement, and such election is made prior to
      commencement of such distribution.

     

    (b)  Upon
      termination of
      employment for any reason, distribution will be made as soon as practicable
      unless the Participant elects otherwise.

     

    (c)  A
      Participant (but
      not a beneficiary) may elect to defer distribution of the assets otherwise
      distributable for any period following the date his employment is terminated
      which does not extend beyond the month in which the Participant attains age
      70.
      If the Participant’s Account balance does not exceed $5,000 (or such higher
      amount provided under the Code), the entire amount of the Account shall be
      distributed to such Participant as soon as administratively feasible, in
      accordance with rules and procedures established by the Plan Administrator.
      For
      this purpose, the Account balance includes any outstanding loans but does not
      include rollover contributions (but the balance of his rollover contributions
      shall also be distributed if the remainder of his Account does not exceed
      $5,000, or such higher amount provided under the Code). 

     

    A
      Participant may
      revoke his election to defer his distribution. On the expiration of such period
      of deferral or upon such revocation, distribution shall be made in a lump sum
      as
      soon as practicable thereafter. Such election shall be in writing and in
      accordance with rules established by the Plan Administrator. For purposes of
      this subsection, a Participant’s termination of employment shall include any
      termination because of total and permanent disability as determined by his
      Employer in accordance with the disability provisions of the Employer retirement
      plan which applies or which would apply in his case.

     

    7.03  Loans.

     

    A
      Participant may
      borrow against his Account, subject to the provisions set forth herein. Such
      loans shall be available to all Participants on a reasonably equivalent basis
      and shall not be made available to highly compensated employees (as defined
      in
      subsection 17.02 of the Plan), officers or shareholders in an amount greater
      than the amount (stated as a percentage of the Participant’s Account) made
      available to other Participants. 

     

    A
      loan to any
      Participant, when added to the outstanding balance of all other loans to him
      from the Plan, shall not exceed the lesser of (i) 50 percent of the
      Participant’s Account balance or (ii) $50,000 reduced by the excess (if any) of
      (A) the highest outstanding balance of loans from the Plan during the one-year
      period ending on the day before the date of the loan over (B) the outstanding
      balance of loans from the Plan on the date of the loan.

     

    Each
      loan to a
      Participant shall provide for repayment over a period not to exceed five years,
      or a longer term in the case of a loan that is used to acquire any dwelling
      unit
      which within a reasonable time is used (determined at the time the loan is
      made)
      as the principal residence of the Participant. Each such loan shall provide
      for
      substantially level amortization (with payments not less frequently than
      quarterly) over the term of the loan. Notwithstanding the foregoing, payments
      shall be suspended during any Leave of Absence; provided that, except for
      Qualified Military Service, the period during which payments are suspended
      shall
      not exceed one year, and shall not have the effect of extending the term of
      the
      loan. Each such loan shall bear interest at a reasonable rate to be determined
      by the Trustee in a nondiscriminatory manner, taking into consideration interest
      rates currently being charged by commercial lending institutions for similar
      loans.

     

    Each
      loan made to a
      Participant shall be secured by not more than 50 percent of the vested portion
      of the Participant’s
      Account. Each Participant who is an employee shall be required to execute
      a wage
      withholding agreement providing for payments of principal and interest to be
      withheld from his compensation. Each loan shall also
      provide that
      termination of employment by the Participant is an event of default, whether
      or
      not a distribution is made from the Participant’s Account, permitting the
      balance of the loan to be offset against the Participant’s Account.


     

    The
      loan shall for
      purposes of Section 6 be treated as an investment of the funds credited to
      the
      Participant’s Account. For purposes of the accounting adjustments until the loan
      is repaid in full, the Plan Administrator shall reduce the Participant’s Account
      balance by the unpaid balance on such loan and shall increase his Account by
      the
      amount of interest and other payments made by the Participant. Each such
      reduction or increase shall be applied to the Participant’s Account and the
      investment funds in which his Account is invested in such proportions as he
      may
      specify in accordance rules and procedures adopted by the Plan Administrator,
      or, if he fails to specify the proportions, shall be applied proportionately
      to
      such investment funds.

     

    No
      loan shall be
      made to any Participant in an amount of less than $1,000, or such lesser amount
      as the Plan Administrator may establish on a uniform basis. The Plan
      Administrator may establish additional restrictions on the number, frequency,
      or
      terms of loans (including fees charged therefor), provided that such
      restrictions are applied in a uniform and non-discriminatory manner and do
      not
      cause loans to fail to be available to Participants on a reasonably equivalent
      basis.

     

    7.04  Hardship
      Withdrawals.

     

    A
      Participant may
      receive a hardship withdrawal from the portion of his Account balance
      attributable to his elective contributions. In order to receive a hardship
      withdrawal, the Participant must demonstrate: 

     

    •  the
      Participant’s
      need to pay medical expenses (as defined in Code Section 213(d)) for the
      Participant, his spouse, or one of his dependents (as defined in Code Section
      152);

     

    •  the
      Participant’s
      need to purchase the Participant’s principal residence (excluding mortgage
      payments);

     

    •  the
      Participant’s
      need to pay tuition, related fees, and room and board for up to twelve months
      of
      post-secondary education for the Participant, his spouse, one of his children,
      or one of his dependents (as defined in Code Section 152); or

     

    •  the
      Participant’s
      need to pay rent to avoid eviction from his principal residence, or mortgage
      payments to avoid foreclosure on his principal residence.

     

    A
      hardship
      withdrawal must be limited to the amount reasonably necessary to satisfy the
      financial need described above (after payment of all income taxes and penalties
      on the withdrawal). A withdrawal will be considered reasonably necessary to
      satisfy a financial need only if it satisfies the following
      criteria:

     

    •  the
      Participant’s
      elective deferrals (as hereinafter defined) are suspended for a period of at
      least twelve months (six months in the case of a hardship withdrawal made after
      December 31, 2001) after the withdrawal under all plans maintained by any
      Employer; 

     

    •  the
      maximum amount
      of such elective deferrals for the calendar year following the year of the
      withdrawal are limited to the amount set forth in subsection 4.01 reduced by
      all
      elective deferrals made prior to the withdrawal in the year of the withdrawal.
      For this purpose, the term elective deferrals includes all compensation the
      payment of which is deferred on a pre-tax basis, including that deferred under
      non-qualified plans; and

     

    •  the
      Participant has
      obtained all other distributions permitted under subsection 7.02(a) and loans
      permitted under subsection 7.03 above.

     

    7.05  To
      Whom
      Distributions are Made.

     

    Distributions
      will
      be made to the Participant. However, if the Participant is deceased at the
      time
      of distribution, the distribution will be made to the beneficiary or
      beneficiaries as provided in subsection 7.06.

     

    7.06  Designation
      of
      Beneficiaries.

     

    Each
      Participant
      who, at the date of his death, has been married for one year or more shall
      be
      deemed to have designated his spouse as 100% beneficiary unless such spouse
      consents in writing to another beneficiary or beneficiaries. Such consent shall
      acknowledge the effect thereof, and shall be witnessed by a representative
      of
      the Plan or a notary public but such consent shall not be required if the
      Participant submits a notarized statement that the spouse cannot be located
      or
      if, because of such other circumstances as may be prescribed in applicable
      regulations, such consent cannot be obtained. Consent and such notarized
      statement shall be on a form approved by the Company or its designee. If there
      is no such spouse, or if the spouse has so consented or if under applicable
      law
      such consent is not required, then the Participant from time to time may name
      any person or persons (who may be named contingently or successively) to whom
      the assets in his Account shall be distributed in case of his death before
      he
      receives all of such assets. In the absence of any designation to the contrary,
      a Participant’s named beneficiary shall be the same beneficiary or beneficiaries
      of his estate.

     

    Section
      8.
  Participant’s
      Statement

     

    At
      least once each
      Plan Year, each Participant will be furnished a statement showing the assets
      credited to the Participant’s Account. Each such statement shall be conclusive
      on the Participant unless written exceptions or objections to such statement
      are
      filed within thirty days after the date furnished to the
      Participant.

     

    Section
      9.
  Voting
      of Company
      Shares

     

    All
      Company Shares
      held or acquired by the Trustee under the Plan will be registered in the name
      of
      the Trustee or its nominee. Each Participant shall be entitled to vote the
      Shares representing his interest in the Company Stock Fund (insofar as
      practicable considering fractional interests in shares) by providing written
      direction to the Trustee as to how such Shares should be voted. A copy of the
      notice and proxy statement for each meeting of the holders of Company Shares
      will be mailed to each Participant at the same time mailed to shareholders,
      together with an appropriate form for the Participant’s use in instructing the
      Trustee with respect to voting the Company Shares that, at the record date
      for
      determination of the shareholders entitled to notice of, and to vote at, the
      meeting, are both (i) representing the interest of the Participant in the
      Company Stock Fund and (ii) of record in the name of the Trustee or its nominee.
      The Shares of Participants who do not provide timely instructions to the Trustee
      will not be voted.

     

    Section
      10.
  Trustee
      and Plan
      Administrator

     

    10.01  The
      Trustee.

     

    The
      Plan
      Administrator shall designate a corporate Trustee (or Trustees) -- referred
      to
      herein as “the Trustee” -- to act under the Plan and will enter into and execute
      such trust agreement or agreements -- referred to herein as the “trust
      agreement” -- with the Trustee as it may consider necessary or appropriate in
      order to carry out the provisions of the Plan. The Plan Administrator may at
      any
      time remove a Trustee and appoint a successor Trustee or Trustees. The Plan
      Administrator from time to time may enter into such other agreements with a
      Trustee or other parties, make such amendments to such agreements and take
      such
      other steps as they may deem necessary or desirable, without reference to (or
      action by) any Participant or beneficiary of a Participant. Except to the extent
      expressly provided in the Plan, no Participant or beneficiary of a Participant
      shall have any interest under any such agreement. A Trustee and the Plan
      Administrator may, by agreement in writing, arrange for the delegation by such
      Trustee of any of the functions of such Trustee to any Employer, any one or
      more
      employees of the Company or the Employers, the Plan Administrator, or such
      banks
      or trust companies as the Plan Administrator shall select.

     

    10.02  Plan
      Administrator.

     

    The
      Plan
      Administrator shall be the Vice President - Human Services Division of the
      Company. In the administration of the Plan, the Plan Administrator shall have
      the following powers, rights and duties in addition to those vested in him
      elsewhere in the trust agreement and the Plan:

     

    (a)  To
      adopt such rules
      of procedure and regulations as in his opinion may be necessary for the proper
      and efficient administration of the Plan and as are consistent with the Plan
      and
      the trust agreement.

     

    (b)  To
      enforce the Plan
      in accordance with its terms and with such applicable rules and regulations
      as
      are adopted by the Plan Administrator as above.

     

    (c)  To
      determine all
      questions arising under the Plan, including the power to determine the rights
      and eligibility of Participants (and their beneficiaries) and the value of
      their
      respective Accounts under the Plan.

     

    (d)  To
      maintain and
      keep adequate records concerning the respective Accounts of Participants as
      specified herein and concerning the Plan Administrator’s decisions and actions
      which records shall be open to the inspection of the Employers at all reasonable
      times.

     

    The
      Plan
      Administrator may act or take action regarding financial aspects of the Plan
      in
      accordance with any direction provided by the benefit funds committee
      established pursuant to resolution of the Company’s Board of Directors. The Plan
      Administrator may execute any instrument or document by signing one instrument
      or document or multiple counterparts of such instrument or document, and may
      authorize any agent to sign any document on his behalf. Subject to subsection
      13.03, and unless otherwise expressly provided in any applicable collective
      bargaining agreement, any decision by the Plan Administrator on any matter
      within his discretion shall be final, binding and conclusive upon all
      Participants and may be relied upon by the Employers, Employees, the Trustee,
      and all other persons whomsoever. The certificate of the Plan Administrator
      that
      he has taken or authorized any action shall be conclusive in favor of any person
      acting in reliance thereon. The Plan Administrator shall furnish to the
      Employers such information in his possession or within his control as the
      Employer considers necessary to perform its functions hereunder and under the
      trust agreement. To the extent permitted by law, neither the Plan Administrator
      nor any director, officer, or employee of the Company or the Employers shall
      incur any personal liability of any nature in connection with any act done
      or
      omitted to be done in good faith under or in connection with the
      Plan.

     

    Section
      11.
  Accounting

     

    11.01  Separate
      Accounts.

     

    The
      Plan
      Administrator shall establish and maintain the following separate Accounts
      with
      respect to Participants:

     

    (a)  401(k)
      Contributions Account. A 401(k) Contributions Account shall be maintained on
      behalf of each Participant who elects to have Contributions under subsection
      4.01, including Catch-Up Contributions, made on his behalf.

     

    (b)  
      Rollover
      Account. A
      Rollover Account shall be maintained on behalf of each Participant who elects
      to
      make a Rollover Contribution to the Plan.

     

    Each
      Account shall
      represent the aggregate amount of the type of Contribution referred to above,
      less any withdrawals or distributions charged thereto, and adjusted by the
      earnings, gains, losses, expenses, and unrealized appreciation or depreciation
      attributable to such Contributions. The maintenance of separate Account balances
      shall not require physical segregation of plan assets with respect to any
      Account. The Accounts maintained hereunder represent the Participants’ interests
      in the Plan and Trust and are intended as bookkeeping records to assist the
      Plan
      Administrator in the administration of the Plan. Any reference to a
      Participant’s “Accounts” or “Account Balances” shall refer to all of the
      Accounts maintained in the Participant’s name under the Plan unless the context
      otherwise requires. 

     

    11.02  Adjustment
      of
      Participants’ Accounts.

     

    (a)  Accounting
      Dates.
      The end of each Plan Year shall be an Accounting Date. The day on which the
      Plan
      terminates or results in a partial termination with respect to any Employer
      or
      group of Participants or is merged with any other plan shall also be an
      Accounting Date. As to Accounts maintained in any investment fund which is
      valued daily, each business day on which the New York Stock Exchange is open
      for
      business shall be deemed to be an Accounting Date. 

     

    (b)  Accounting
      Date
      Adjustments. As of each Accounting Date, the Trustee shall:

     

        (i)  First,
      charge to
      the proper Accounts all payments or distributions made from the Accounts since
      the immediately preceding Accounting Date.

     

        (ii)  Second,
      adjust the
      Account Balances upward or downward, on a proportional basis, according to
      the
      net gain or loss of the Trust assets from investments (as reflected by interest
      payments, dividends, realized and unrealized gains and losses on securities
      and
      other investment transactions), so that the aggregate Account Balances equal
      the
      fair market value (as determined by the Trustee, but excluding all unpaid items
      of income or expense) of the Trust assets on such Accounting Date.

     

        (iii)  Third,
      allocate and
      credit all Contributions.

     

    (c)  Timing
      of
      Adjustments. Every adjustment made pursuant to this subsection 11.02 shall
      be
      considered as having been made as of the Accounting Date regardless of the
      dates
      of actual receipt of Contributions or payment of distributions by the Trustee
      during the period ending on the Accounting Date. Notwithstanding the foregoing,
      the Trustee may adopt, or the Plan Administrator may direct the Trustee to
      adopt, any reasonable, consistent, and non-discriminatory method of accounting
      for the receipt of Contributions and payment of distributions. The Trustee’s
      determination as to the value of the assets of the Trust and the charges or
      credits to the Accounts of the Participants shall be conclusive and binding
      on
      all persons.

     

    11.03  Fund
      Accounting.

     

    (a)  Manner
      of
      Accounting. To the extent the Trust is divided into separate funds and
      alternative investment arrangements (collectively, “funds”), including those
      established pursuant to subsection 6.02, the undivided interest of each
      Participant’s Account in each such fund shall be determined under the principles
      set forth in subsection 11.02 but in accordance with the accounting procedures
      specified in the trust agreement, investment management agreement, insurance
      contract, custodian agreement or other document under which such fund is
      maintained. To the extent not inconsistent with such procedures, the following
      rules shall apply:

     

        (i)  Amounts
      deposited
      in a fund shall be deposited by means of a transfer of such amounts to such
      fund
      from another fund as required.

     

        (ii)  Amounts
      required to
      be transferred from a fund to satisfy benefit payments shall be transferred
      from
      such investment funds as soon as practicable following receipt by the trustee
      or
      investment manager of proper instructions to complete such
      transfers.

     

        (iii)  Except
      as provided
      in the applicable fund document, all amounts deposited in a fund shall be
      invested as soon as practical following receipt of such deposit. Notwithstanding
      the primary purpose or investment policy of a fund, assets of any fund which
      are
      not invested in the manner required by the fund document shall be invested
      in
      such short term instruments or funds as the Trustee or investment manager shall
      determine pending investment in accordance with such investment
      policy.

     

    (b)  Separate
      Participant Accounts. Notwithstanding the foregoing, if any portion of the
      Trust
      is invested in a fund that permits each Participant’s interest in the fund to be
      accounted for as a separate account, all Contributions, distributions, and
      earnings shall be accounted for as they are actually received, disbursed, or
      earned. 

     

    Section
      12.
  No
      Reversion to
      Employers

     

    The
      Employers shall
      not have any beneficial interest in the trust fund, or any part thereof, and
      no
      part of the trust fund shall ever revert or be repaid to the Employers, either
      directly or indirectly.

     

    Section
      13.
  Miscellaneous

     

    13.01  Information
      to
      Participants.

     

    Any
      notice,
      statement or other communication required or permitted to be given hereunder
      to
      an employee, a Participant or beneficiary of a Participant will be properly
      given if delivered or mailed, postage prepaid, to the employee, Participant
      or
      beneficiary of a Participant at his last post office address shown on the
      Employers’ records, or if (in the case of an employee) delivered to him at his
      normal work station. Any notice or other communication from an employee,
      Participant or beneficiary to the Plan Administrator, the Employers, or the
      Trustee shall be in such form as may be prescribed by the Plan Administrator
      and
      shall be properly given or filed if delivered or mailed by registered or
      certified mail, postage prepaid, to the Plan Administrator, the Employers,
      or
      the Trustee, as the case may be, at such address as may be specified from time
      to time by the Plan Administrator.

     

    13.02  Nonassignability.

     

    Except
      with respect
      to indebtedness owing hereunder and except as provided in Section 16, the
      interests of Participants and their beneficiaries under the Plan are not in
      any
      way subject to their debts or other obligations and may not be voluntarily
      or
      involuntarily sold, transferred or assigned. When a Participant or the
      beneficiary of a Participant is under legal disability, or in the Plan
      Administrator’s opinion is in any way incapacitated so as to be unable to manage
      his financial affairs, the Plan Administrator may have the Trustee make
      distributions to the Participant’s or beneficiary’s legal representatives for
      his benefit, or the Plan Administrator may have the Trustee apply any
      distribution for the benefit of the Participant or beneficiary in any manner
      that the Plan Administrator determines. Any amount alienated or assigned to
      an
      Employer shall not exceed 10% of the amount payable under the Plan to the
      Participant or beneficiary and such alienation or assignment shall be revocable
      at any time by the person making such alienation or assignment.

     

    13.03  Notice
      of Claim
      Denial.

     

    The
      Plan
      Administrator or his delegate will provide adequate notice in writing to any
      employee, Participant or beneficiary whose claim for benefits under the Plan
      has
      been denied, setting forth the specific reasons for such denial. Subject to
      the
      express provisions of any applicable collective bargaining agreement, the
      employee, Participant or beneficiary will be given an opportunity for a full
      and
      fair review by the Plan Administrator (or his delegate) of the decision denying
      the claim. The employee, Participant or beneficiary will be given 60 days from
      the date of the notice denying such claim within which to request such
      review.

     

    13.04  Records.

     

    The
      records of the
      Plan Administrator, the Employers, and the Trustee with respect to the Plan
      and
      trust fund shall be conclusive on all employees, Participants and beneficiaries
      unless shown to the Plan Administrator’s satisfaction to be
      incorrect.

     

    13.05  Absence
      of
      Guaranty.

     

    Neither
      the
      Trustee, the Plan Administrator, nor any Employer in any way guarantees the
      trust fund from loss or depreciation, or the payment of any cash or other assets
      which may be or become due to any person from the trust fund. To the extent
      permitted by law, the liability of the Trustee to make any payment or
      distribution under the Plan will be limited to the available assets of the
      trust
      fund.

     

    13.06  Mistake
      of
      Fact.

     

    Any
      mistake of fact
      in any certificate, notice, or other document filed with any employee,
      Participant, beneficiary, the Employers, the Plan Administrator, the Trustee
      or
      any other person shall be corrected when it becomes known; and the Plan
      Administrator, insofar as may be practicable, shall make any adjustment required
      in a manner which, in his sole discretion, is equitable.

     

    13.07  Action
      by
      Employer.

     

    Any
      action required
      or permitted to be taken by any Employer hereunder may, except as otherwise
      expressly provided, be taken by the President or any Vice President of such
      Employer or by any other person designated by the President or any Vice
      President of such Employer to act for the Employer.

     

    13.08  Employment
      Rights.

     

    Participation
      in
      the Plan will not give any employee of an Employer any right to be retained
      in
      the service of the Company or its subsidiaries, nor any right to claim any
      benefit under the Plan unless such right or claim has specifically accrued
      under
      the terms of the Plan.

     

    13.09  Gender
      and
      Number.

     

    Where
      the context
      admits, words in the masculine gender shall include the feminine gender, the
      plural shall include the singular, and the singular shall include the
      plural.

     

    13.10  Waiver
      of
      Notice.

     

    Any
      notice required
      under the Plan may be waived by the person entitled thereto.

     

    13.11  Attorneys,
      Agents,
      Accountants, etc.

     

    The
      Plan
      Administrator may employ such agents, attorneys, accountants, and other persons
      (who also may be employed by the Employers) as in his opinion may be necessary
      or desirable for proper administration of the Plan and trust agreement and
      to
      advise the Plan Administrator, and pay them a reasonable compensation. The
      Plan
      Administrator may delegate to any agent, attorney, accountant, or other person
      selected by him, any power or duty vested in, imposed upon, or granted to him
      by
      this Plan or the trust agreement, and the Plan Administrator may act or refrain
      from acting on the advice or opinion of reputable agents, attorneys, accountants
      or other persons selected as above with reasonable diligence, without liability
      for so doing and without court action.

     

    13.12  Limitation
      of
      Liability.

     

    To
      the extent
      permitted by law, neither the Trustee, the Plan Administrator, nor any Employer
      or any director, officer or employee of any Employer, shall have any personal
      liability of any nature for any act done or omitted to be done in good faith,
      under or in connection with the Plan and the trust fund, including but not
      limited to delay in the making of any Payment, investment or distribution.
      To
      the extent permitted by law the Trustee, the Plan Administrator, and every
      director, officer and employee of the Employers shall be indemnified and saved
      harmless by the Employers against any claims, and the expenses of defending
      against such claims, resulting from any action or conduct relating to the
      administration of the Plan and/or the trust fund.

     

    Each
      of the
      Employers shall pay such proportion of any claim and/or expenses as the Plan
      Administrator shall direct. Any payment or distribution to a Participant, or
      in
      case of his death to his beneficiary, at the last known post office address
      of
      the distributee on file with the Employers, shall constitute a complete
      acquittance and discharge to the Plan Administrator, the Employers and the
      Trustee with respect thereto unless the Plan Administrator shall have received
      prior written notice of any change in the condition or status of such
      distributee. Neither the Plan Administrator, the Employers, nor the Trustee
      shall have any duty or obligation to search for or ascertain the whereabouts
      of
      any Participant or his beneficiary. Except as otherwise may be required by
      the
      Employee Retirement Income Security Act of 1974, the Employers will have no
      liability under this Plan except to make the Payments required under the Plan.
      Any distributions under the Plan will be made solely from the trust fund held
      by
      the Trustee.

     

    13.13  Limitation
      of
      Rights.

     

    Benefits
      under the
      Plan shall be payable out of the trust fund and no employee, Participant,
      beneficiary or other person shall have any rights under the Plan with respect
      to
      the trust fund (or against the Trustee, the Plan Administrator or any Employer)
      except as specifically provided in the Plan.

     

    13.14  Separate
      Administration.

     

    The
      Plan
      Administrator, from time to time, may provide for the segregation of trust
      assets allocable to the employees of any one or more Employers, or any group
      of
      employees of any one or more Employers, and may provide for the administration
      and investment of such assets under a substantially similar plan and a trust
      forming a part thereof. No such segregation or transfer under a substantially
      similar plan shall constitute a termination of this Plan or a permanent
      discontinuance of Employer Payments hereunder with respect to employees affected
      thereby.

     

    13.15  Courts.

     

    In
      case of any
      court proceedings involving the Trustee, the Plan Administrator, the Employers,
      or the trust fund, only the Employers, the Plan Administrator, the Trustee
      and
      other named parties shall be necessary parties thereto, and no other employee,
      Participant, beneficiary or other person shall be entitled to any notice of
      process. Any final judgment entered in any such proceedings shall be conclusive
      upon the Employers, the Plan Administrator, the Trustee, all employees,
      Participants and all beneficiaries of the trust fund.

     

    13.16  Merger
      of
      Plan.

     

    No
      merger or
      consolidation of the Plan with (or transfer in whole or in part of the assets
      or
      liabilities of the Plan to) any other plan maintained or to be established
      for
      the benefit of all or some of the Participants in this Plan, shall be permitted
      unless each Participant in this Plan would (if either this Plan or such other
      plan then terminated) receive a benefit immediately after the merger,
      consolidation, or transfer which is equal to or greater than the benefit such
      Participant would have been entitled to receive immediately before the merger,
      consolidation, or transfer (if this Plan had then terminated).

     

    Section
      14.
  Amendment
      and
      Termination.

     

    Subject
      to the
      provisions of any applicable collective bargaining agreement, the Company
      specifically reserves the right to amend, modify, suspend or terminate the
      Plan
      at any time by action of its Board of Directors, or by action of any person
      or
      persons designated by such Board of Directors to act on its behalf, provided,
      however, that (1) no such action shall be effective as respects any other
      Employer and the employees employed by it unless such action is approved by
      such
      other Employer, (2) except to the extent considered necessary by the Plan
      Administrator to satisfy Internal Revenue Service or other governmental
      requirements, no such action shall reduce a Participant’s benefits below an
      amount equal to the benefits which he would be entitled to receive if his
      employment with the Company and all of its subsidiaries was terminated on the
      date of such action; (3) under no condition shall any such action result in
      the
      return or repayment to the Company of any portion of the trust fund, or the
      income therefrom, or result in the distribution thereof for the benefit of
      anyone other than Participants or their beneficiaries; and (4) no such action
      shall substantially change the duties of either the Plan Administrator or the
      Trustee without their consent. If the Plan is terminated or if all Employer
      Payments are permanently discontinued, then all amounts credited to Accounts
      of
      Participants may be held for distribution as provided in Section 7.

     

    Upon
      termination or
      partial termination of the Plan or permanent discontinuance of Employer Payments
      (other than in the event of merger, consolidation or liquidation which does
      not
      result in termination or permanent discontinuance of Employer Payments, as
      provided below) as respects any Employer or any group of employees of an
      Employer, each Participant with respect to whom the Plan shall have been
      terminated or Employer Payments permanently discontinued shall receive
      distribution of all assets in his Account in such manner as the Plan
      Administrator shall determine. In the event of the merger, consolidation
      or
      liquidation of any Employer with or into another corporation (other than another
      Employer), the merged or consolidated corporation with the Plan Administrator’s
      consent may adopt the Plan with all obligations and rights of such former
      Employer hereunder (including, without limitation, those specified in this
      Section 14) or may substitute for the Plan another plan. In such event (or
      the
      merger or consolidation of two or more Employers or the liquidation of one
      Employer into another Employer), the Plan shall not be deemed to be terminated
      nor the Employer Payments permanently discontinued within the meaning of Section
      15 or this Section 14 unless a substituted plan contains provisions which would
      have constituted changes or modifications prohibited by this Section 14 had
      they
      been adopted by the Employers. Any amendment or termination of the Plan shall
      be
      effective as of such date as the Board of Directors of the Company may
      establish.

     

    Section
      15.
  Employers
      Other
      Than the Company

     

    Any
      subsidiary of
      the Company may adopt the Plan and become a party to the trust agreement
      by:

     

    (a)  filing
      with the
      Plan Administrator and the Trustee a written instrument to that effect, which
      instrument shall be in such form as the Plan Administrator may require;
      and

     

    (b)  filing
      with the
      Trustee a certified copy of a form of consent to such action executed by the
      Plan Administrator.

     

    Any
      subsidiary may
      withdraw from participation in the Plan upon thirty days’ prior written notice
      to the Trustee and the Plan Administrator, and upon such withdrawal for any
      reason (other than in the event of merger, consolidation, or liquidation which
      does not result in the Plan being terminated nor the Employer Payments
      permanently discontinued as provided in Section 14), the Plan then shall
      terminate insofar as, but only insofar as, such subsidiary is concerned and
      each
      Participant employed by such subsidiary then shall receive distribution of
      all
      assets in his Account in such manner as the Plan Administrator shall
      determine.

     

    Section
      16.
  Qualified
      Domestic
      Relations Orders

     

    Notwithstanding
      any
      provisions of the Plan to the contrary, if a Participant’s Account is subject to
      a “qualified domestic relations order” (entered on or after January 1, 1985) as
      that term is defined and applied under Section 414 of the Code,
      then

     

    (a)  part
      or all of such
      Account shall be payable to one or more alternate payees (as such term in the
      singular number is defined in such Section 414) pursuant to the terms of such
      order, and

     

    (b)  the
      balance
      remaining, if any, shall continue to be held in such Account (or shall be
      distributed to the Participant as otherwise permitted under the
      Plan).

     

    Any
      such order may
      not require the Plan to provide any type or form of benefit or any option not
      otherwise provided under the Plan, may not require the Plan to provide increased
      benefits (determined on the basis of actuarial value), may not require the
      payment of benefits to an alternate payee which are required to be paid to
      another alternate payee under another order previously determined to be a
      qualified domestic relations order, and may not require the payment of benefits
      prior to the date on which the Participant terminates employment with his
      Employer; except that on or after the date the Participant attains age 50 years,
      payment may be made to an alternate payee in a lump sum of part or all of the
      assets of his Account; and further excepted that payment may be made at an
      earlier date if permitted under Section 414 and the regulations thereunder
      and
      the qualified domestic relations order requires earlier payment or provides
      that
      the time of payment to an alternate payee may be made pursuant to an agreement
      between the plan and the alternate payee; provided, however, that if such
      Participant dies before such payment is made yet such order nevertheless
      specifically requires payment of benefits to a former spouse of the employee
      who
      is an alternate payee, then such former spouse shall receive no more than what
      such former spouse could receive based upon the assets held in the Participant’s
      Account and which were attributable to the marriage of such Participant and
      spouse under applicable state law.

     

    Section
      17.
  Participation
      Test
      Limitation

     

    17.01  Applicability.

     

    To
      the extent
      required by applicable federal law, and notwithstanding any provision of the
      Plan to the contrary, a Participant’s contributions (and the portion of the
      Employer Payment relating thereto) shall be subject to the participation test
      limitation of this Section. For purposes of this Section 17, each eligible
      employee shall be assumed a Participant.

     

    17.02  Definition
      of
      Highly Compensated Employee.

     

    For
      purposes of
      this Section, “highly compensated employee” shall have the meaning prescribed by
      Code Section 414(q)(1) and shall include any Participant who:

     

    (a)  during
      the Plan
      Year or immediately preceding Plan Year, owned more than five percent, by voting
      power or value, of the outstanding stock of an Employer or Affiliate that is
      a
      corporation, or owned more than five percent of the capital or profits interest
      in an Employer or Affiliate that is not a corporation; or 

     

    (b)  during
      the
      immediately preceding Plan Year, received Compensation (as defined in subsection
      2.03) in excess of $90,000 and was in the top-paid group of employees for such
      year, provided, however, that a Participant who, during the preceding Plan
      Year,
      did not receive Compensation in excess of $90,000 or was not in the top-paid
      group of employees shall not be considered a highly compensated employee for
      the
      then-current year. The $90,000 figure referred to in this paragraph shall be
      adjusted by the applicable cost-of-living factor prescribed by the Secretary
      of
      the Treasury.

     

    17.03  Tests.

     

    In
      no event shall
      the actual deferral percentage (as defined below) of the highly compensated
      employees for any Plan Year exceed the greater of:

     

    (a)  the
      actual deferral
      percentage of all other employees for such Plan Year multiplied by 1.25;
      or

     

    (b)  the
      actual deferral
      percentage of all other employees for the prior Year multiplied by 2.0; provided
      that the actual deferral percentage of the highly compensated employees does
      not
      exceed that of all other employees by more than 2 percentage
      points.

     

    The
“actual
      deferral percentage” of a group of employees for a Plan Year means the average
      of the ratios (determined separately for each employee in such group) of: (A)
      the contributions, if any, by each such employee as a Participant for such
      Plan
      Year which are payable as part of an Employer Payment to the Trustee; to (B)
      the
      employee’s Compensation as defined in Code Section 414(s) for that year and
      assuming such employee were a Participant. The deferral percentage taken into
      account for any highly compensated employee who is a participant under two
      or
      more cash or deferred arrangements of any Employer shall be the sum of the
      deferral percentages for such employee under each of such arrangements. At
      the
      election of the Company, the tests above shall be applied using the actual
      deferral percentages of the non-highly compensated employee for the current
      year.

     

    17.04  Limitation.

     

    If
      for any Plan
      Year, neither of the tests in subsection 17.03 are met, then the participation
      test limitation shall apply to each highly compensated employee such that his
      share of the excess contributions shall, in the sole discretion of the Plan
      Administrator, either be returned to him in a cash payment or be recharacterized
      as a Participant payment and remain in the Plan but in either case the amount
      thereof shall be included as wages from his Employer for income tax purposes.
      For purposes of this subsection, “excess contributions” shall mean that portion
      of the aggregate contributions by highly compensated employees which would
      produce an excessive actual deferral percentage for such employees but for
      the
      limitation of subsection 17.03. Such distribution or recharacterization of
      the
      excess contributions for any plan year shall be made to highly compensated
      employees on the basis of the amount of contributions by, or on behalf of,
      each
      of such employees. Any reduction of excess contributions shall be determined
      in
      order of dollar amounts contributed, beginning with the highly compensated
      employee with the highest dollar amount contributed to the Plan for the year,
      reducing the amount contributed to equal the dollar amount of the highly
      compensated employee with the next highest dollar amount of contributions,
      and
      repeat the procedure as necessary until all excess contributions are
      abated.

     

    17.05  Separate
      Tests.

     

    Notwithstanding
      any
      provision of the Plan to the contrary, the tests described in subsection 17.03
      shall be conducted separately for the employee stock ownership and non-employee
      stock ownership portions of the Plan (described in subsection
      18.02).

     

    Section
      18.
  Employee
      Stock
      Ownership Plan Provisions

     

    18.01  Introduction.

     

    Effective
      as of
      January 10, 2005, the Plan has been amended to convert a portion of the
      Plan to a stock bonus plan as defined in Treasury Regulations section
      1.401-1(b)(1)(iii) and a non-leveraged employee stock ownership plan satisfying
      the requirements of sections 401(a), 409, and 4975(e) of the Code. The employee
      stock ownership plan portion of the Plan is designed to be invested primarily
      in
      Company Shares, which are qualifying employer securities within the meaning
      of
      section 4975(e)(8) of the Code. For purposes of this Section 18, the term
“participant” means any Participant, a Beneficiary in pay status and an
      alternate payee under a qualified domestic relations order within the meaning
      of
      section 414(p) of the Code, each of whom shall be considered to be a “named
      fiduciary” within the meaning of (and to the extent permitted under) section
      402(a)(2) of ERISA with respect to the treatment of dividends paid on Company
      Shares credited to participants’ accounts. 

     

    18.02  Employee
      Stock
      Ownership Plan Portion.

     

    The
      employee stock
      ownership plan portion of the Plan shall consist of all amounts credited to
      a
      participant’s Account that are invested in Company Shares; provided that any
      amount so invested that is attributable to a contribution under Section 4.01
      shall not be part of the employee stock ownership plan portion of the Plan
      until
      a date determined by the Plan Administrator (which shall occur on approximately
      a quarterly basis and on or before the record date for the Company’s quarterly
      dividend). Once such an amount has been made a part of the employee stock
      ownership plan portion of the Plan, the foregoing proviso shall not apply to
      it.
      Amounts credited to accounts in the employee stock ownership plan portion of
      the
      Plan shall be referred to herein as amounts credited to participants’ “employee
      stock ownership plan accounts” or “employee stock ownership plan sub-accounts”
and amounts credited to accounts in the non-employee stock ownership plan
      portion of the Plan shall be referred to as amounts credited to participants’
“non-employee stock ownership plan accounts” or “non-employee stock ownership
      plan sub-accounts.” 

     

    18.03  Dividend
      Election.

     

    A
      participant (or
      his beneficiary) shall be offered an election to receive a payment or
      distribution of cash dividends that are paid on or after [the
      effective date of the Supplemental Agreement for the Tax Deferred Savings Plan
      between each Union and the Company]
      on Company Shares
      credited to his employee
      stock
      ownership plan sub-account.
      The Plan
      Administrator may provide that this election may be offered:

     

    (a)  before
      a dividend
      is paid, in which case the dividend may be paid by the Company directly to
      the
      participant (or beneficiary), or to the Plan and then distributed to the
      participant (or beneficiary) not later than ninety (90) days after the close
      of
      the Plan Year in which paid to the Plan, or

     

    (b)  after
      the dividend
      has been paid, in which case the dividend paid to the Plan shall be distributed
      to the participant (or beneficiary) within ninety (90) days after the close
      of
      the Plan Year in which paid to the Plan.

     

    A
      participant shall
      be deemed to elect to have the cash dividends automatically reinvested in
      Company Shares, unless the participant files a timely election with the Plan
      Administrator to have all or a portion of the cash dividends paid to the
      participant. Dividends that are not paid or distributed to a participant (or
      beneficiary) pursuant to the election described above shall remain subject
      to
      the requirements of the Plan. The Plan Administrator shall determine the scope,
      manner and timing of the elections, dividend payments or distributions, and
      reinvestment in Company Shares described in this paragraph 18.03 in any manner
      that is consistent with section 404(k) and other applicable provisions of the
      Internal Revenue Code of 1986 and the Employee Retirement Income Security Act
      of
      1974, as amended.”

     

    18.04  Put
      Option.

     

    In
      accordance with
§§409(h)(4), (5) and (6) of the Code, if the Company Shares are or become not
      readily tradable on an established market, then any participant who otherwise
      is
      entitled to a total distribution from the Plan shall have the right (hereinafter
      referred to as the “Put Option”) to require that his Company Shares be
      repurchased by the Company. The Put Option shall only be exercisable during
      the
      sixty-day (60-day) period immediately following the date of distribution, and
      if
      the Put Option is not exercised within such sixty-day (60-day) period, it can
      be
      exercised for an additional sixty (60) days in the following plan
      year.

     

    (a)  The
      amount paid for
      the Company Shares pursuant to the exercise of a Put Option as part of a total
      distribution shall be paid in substantially equal periodic payments (not less
      frequently than annually) over a period beginning not later than thirty (30)
      days after the request for total distribution is made and not exceeding five
      (5)
      years. There shall be adequate security provided and reasonable interest paid
      on
      an unpaid balance due under this paragraph.

     

    (b)  If
      the Company is
      required to repurchase Company Shares as part of an installment distribution,
      the amount to be paid for the Company Shares will be paid not later than thirty
      (30) days after the exercise of the Put Option.

     

    18.05  Diversification.

     

    Notwithstanding
      any
      other provision of the Plan, a participant who has attained his fifty-fifth
      birthday and who has at least ten years of participation may direct the Trustee
      to diversify his Account to the extent necessary to satisfy the requirements
      of
§401(a)(28) of the Code.

     

    18.06  Hardship
      Withdrawal.

     

    A
      participant who
      wishes a hardship withdrawal under paragraph 7.04, if any, first must elect
      to
      have paid to him all cash dividends that are subject to the dividend election
      provisions of paragraph 18.03, effective as of the first date allowed for new
      elections or changes in elections in accordance with the provisions of paragraph
      18.03.

     

    
      
        

      
LETTER OF AGREEMENT NO. 1.

     

    Re:
      Automatic
      Amendments.

     

    This
      will confirm
      our agreement that if any of the following are changed under the Caterpillar
      401(k) Plan for salaried employees (which is qualified under Section 401(k)
      of
      the Internal Revenue Code), then the Company will (a) provide notice thereof
      to
      the Union and
      (b) amend the
      Tax Deferred Savings Plan to reflect any such change and send a copy of the
      amendment, if any, to such Union:

     

    (1)  the
      limit on
      contributions (provided in subsection 4.01);

     

    (2)  the
      investment fund
      options (under subsection 6.02; i.e., if an option is added or deleted, it
      will
      be added or deleted from this Plan);

     

    (3)  administrative
      rules governing plan operation; and

     

    (4)  the
      age 18
      eligibility rule (provided in subsection 3.01).