EXHIBIT 10.29

CARROLS CORPORATION  RETIREMENT SAVINGS PLAN

July 1, 2002 Restatement



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TABLE OF CONTENTS

PREAMBLE

|    | ARTICLE I DEFINITIONS                                                   |   
|--- | ----------------------------------------------------------------------- | --
|    |                                                                         |   
|1.1 | Plan Definitions                                                        | 2 
|1.2 | Interpretation                                                          | 8 
|    |                                                                         |   
|    | ARTICLE II SERVICE                                                      |   
|    |                                                                         |   
|2.1 | Special Definitions                                                     | 9 
|2.2 | Crediting of Hours of Service                                           | 9 
|2.3 | Limitations on Crediting of Hours of Service                            | 10
|2.4 | Department of Labor Rules                                               | 11
|2.5 | Eligibility Service                                                     | 11
|2.6 | Years of Vesting Service                                                | 11
|2.7 | Crediting of Hours of Service with Respect to Short Computation Periods | 12
|2.8 | Crediting of Service on Transfer or Amendment                           | 12
|2.9 | Crediting of Service to Leased Employees                                | 12
|    |                                                                         |   
|    | ARTICLE III ELIGIBILITY                                                 |   
|    |                                                                         |   
|3.1 | Eligibility                                                             | 14
|3.2 | Transfers of Employment                                                 | 14
|3.3 | Reemployment                                                            | 14
|3.4 | Notification Concerning New Eligible Employees                          | 14
|3.5 | Effect and Duration                                                     | 14
|    |                                                                         |   
|    | ARTICLE IV TAX-DEFERRED CONTRIBUTIONS                                   |   
|    |                                                                         |   
|4.1 | Tax-Deferred Contributions                                              | 16
|4.2 | Amount of Tax-Deferred Contributions                                    | 16
|4.3 | Combined Limit on Tax-Deferred and After-Tax Contributions              | 16
|4.4 | Amendments to Reduction Authorization                                   | 16
|4.5 | Suspension of Tax-Deferred Contributions                                | 17
|4.6 | Resumption of Tax-Deferred Contributions                                | 17
|4.7 | Delivery of Tax-Deferred Contributions                                  | 17
|4.8 | Vesting of Tax-Deferred Contributions                                   | 17

i



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|     | ARTICLE V AFTER-TAX AND ROLLOVER CONTRIBUTIONS                                                                           |   
|---- | ------------------------------------------------------------------------------------------------------------------------ | --
|     |                                                                                                                          |   
|5.1  | After-Tax Contributions                                                                                                  | 18
|5.2  | Amount of After-Tax Contributions by Payroll Withholding                                                                 | 18
|5.3  | Combined Limit on Tax-Deferred and After-Tax Contributions                                                               | 18
|5.4  | Amendments to Payroll Withholding Authorization                                                                          | 18
|5.5  | Suspension of After-Tax Contributions by Payroll Withholding                                                             | 19
|5.6  | Resumption of After-Tax Contributions by Payroll Withholding                                                             | 19
|5.7  | Delivery of After-Tax Contributions                                                                                      | 19
|5.8  | Rollover Contributions                                                                                                   | 19
|5.9  | Vesting of After-Tax Contributions and Rollover Contributions                                                            | 20
|     |                                                                                                                          |   
|     | ARTICLE VI EMPLOYER CONTRIBUTIONS                                                                                        |   
|     |                                                                                                                          |   
|6.1  | Contribution Period                                                                                                      | 21
|6.2  | Qualified Nonelective Contributions                                                                                      | 21
|6.3  | Allocation of Qualified Nonelective Contributions                                                                        | 21
|6.4  | Amount and Allocation of Matching Contributions                                                                          | 21
|6.5  | Limit on Contributions Matched                                                                                           | 21
|6.6  | Qualified Matching Contributions                                                                                         | 22
|6.7  | Verification of Amount of Employer Contributions by the Sponsor                                                          | 22
|6.8  | Payment of Employer Contributions                                                                                        | 22
|6.9  | Allocation Requirements for Employer Contributions                                                                       | 22
|6.10 | Vesting of Employer Contributions                                                                                        | 22
|6.11 | Election of Former Vesting Schedule                                                                                      | 23
|6.12 | Forfeitures to Reduce Employer Contributions                                                                             | 24
|     |                                                                                                                          |   
|     | ARTICLE VII LIMITATIONS ON CONTRIBUTIONS                                                                                 |   
|     |                                                                                                                          |   
|7.1  | Definitions                                                                                                              | 25
|7.2  | Code Section 402(g) Limit                                                                                                | 26
|7.3  | Distribution of Excess Deferrals                                                                                         | 26
|7.4  | Code Section 415 Limitations on Crediting of Contributions and Forfeitures                                               | 27
|7.5  | Application of Code Section 415 Limitations Where Participant is Covered Under Other Qualified Defined Contribution Plan | 28
|7.6  | Scope of Limitations                                                                                                     | 28

ii



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|     | ARTICLE VIII TRUST FUNDS AND ACCOUNTS                                                |   
|---- | ------------------------------------------------------------------------------------ | --
|     |                                                                                      |   
|8.1  | General Fund                                                                         | 29
|8.2  | Investment Funds                                                                     | 29
|8.3  | Loan Investment Fund                                                                 | 29
|8.4  | Income on Trust                                                                      | 29
|8.5  | Accounts                                                                             | 29
|8.6  | Sub-Accounts                                                                         | 30
|     |                                                                                      |   
|     | ARTICLE IX LIFE INSURANCE CONTRACTS                                                  |   
|     |                                                                                      |   
|9.1  | No Life Insurance Contracts                                                          | 31
|     |                                                                                      |   
|     | ARTICLE X DEPOSIT AND INVESTMENT OF CONTRIBUTIONS                                    |   
|     |                                                                                      |   
|10.1 | Future Contribution Investment Elections                                             | 32
|10.2 | Deposit of Contributions                                                             | 32
|10.3 | Election to Transfer Between Funds                                                   | 32
|10.4 | 404(c) Protection                                                                    | 32
|     |                                                                                      |   
|     | ARTICLE XI CREDITING AND VALUING ACCOUNTS                                            |   
|     |                                                                                      |   
|11.1 | Crediting Accounts                                                                   | 33
|11.2 | Valuing Accounts                                                                     | 33
|11.3 | Plan Valuation Procedures                                                            | 33
|11.4 | Finality of Determinations                                                           | 34
|11.5 | Notification                                                                         | 34
|     |                                                                                      |   
|     | ARTICLE XII LOANS                                                                    |   
|     |                                                                                      |   
|12.1 | Application for Loan                                                                 | 35
|12.2 | Reduction of Account Upon Distribution                                               | 35
|12.3 | Requirements to Prevent a Taxable Distribution                                       | 36
|12.4 | Administration of Loan Investment Fund                                               | 37
|12.5 | Default                                                                              | 38
|12.6 | Deemed Distribution Under Code Section 72(p)                                         | 38
|12.7 | Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p) | 38
|12.8 | Special Rules Applicable to Loans                                                    | 39
|12.9 | Loans Granted Prior to Amendment                                                     | 39

iii



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|      | ARTICLE XIII WITHDRAWALS WHILE EMPLOYED                        |   
|----- | -------------------------------------------------------------- | --
|      |                                                                |   
|13.1  | Non-Hardship Withdrawals of After-Tax Contributions            | 40
|13.2  | Age 59 1/2 Withdrawals                                         | 40
|13.3  | Overall Limitations on Non-Hardship Withdrawals                | 40
|13.4  | Hardship Withdrawals                                           | 41
|13.5  | Hardship Determination                                         | 41
|13.6  | Satisfaction of Necessity Requirement for Hardship Withdrawals | 42
|13.7  | Conditions and Limitations on Hardship Withdrawals             | 43
|13.8  | Order of Withdrawal from a Participants Sub-Accounts          | 43
|      |                                                                |   
|      | ARTICLE XIV TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE      |   
|      |                                                                |   
|14.1  | Termination of Employment and Settlement Date                  | 44
|14.2  | Separate Accounting for Non-Vested Amounts                     | 44
|14.3  | Disposition of Non-Vested Amounts                              | 44
|14.4  | Treatment of Forfeited Amounts                                 | 45
|14.5  | Recrediting of Forfeited Amounts                               | 45
|      |                                                                |   
|      | ARTICLE XV DISTRIBUTIONS                                       |   
|      |                                                                |   
|15.1  | Distributions to Participants                                  | 47
|15.2  | Partial Distributions to Retired or Terminated Participants    | 47
|15.3  | Distributions to Beneficiaries                                 | 47
|15.4  | Cash Outs and Participant Consent                              | 48
|15.5  | Required Commencement of Distribution                          | 48
|15.6  | Transition Rules for Required Commencement of Distribution     | 49
|15.7  | Reemployment of a Participant                                  | 49
|15.8  | Restrictions on Alienation                                     | 49
|15.9  | Facility of Payment                                            | 49
|15.10 | Inability to Locate Payee                                      | 50
|15.11 | Distribution Pursuant to Qualified Domestic Relations Orders   | 50
|      |                                                                |   
|      | ARTICLE XVI FORM OF PAYMENT                                    |   
|      |                                                                |   
|16.1  | Definitions                                                    | 51
|16.2  | Normal Form of Payment                                         | 52
|16.3  | Optional Forms of Payment                                      | 52
|16.4  | Change of Election                                             | 52

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|16.5 | Automatic Annuity Requirements                        | 53
|---- | ----------------------------------------------------- | --
|16.6 | Qualified Preretirement Survivor Annuity Requirements | 53
|16.7 | Direct Rollover                                       | 53
|16.8 | Notice Regarding Forms of Payment                     | 54
|16.9 | Reemployment                                          | 56
|     |                                                       |   
|     | ARTICLE XVII BENEFICIARIES                            |   
|     |                                                       |   
|17.1 | Designation of Beneficiary                            | 57
|17.2 | Spousal Consent Requirements                          | 57
|     |                                                       |   
|     | ARTICLE XVIII ADMINISTRATION                          |   
|     |                                                       |   
|18.1 | Authority of the Sponsor                              | 58
|18.2 | Discretionary Authority                               | 58
|18.3 | Action of the Sponsor                                 | 58
|18.4 | Claims Review Procedure                               | 59
|18.5 | Qualified Domestic Relations Orders                   | 60
|18.6 | Indemnification                                       | 60
|18.7 | Actions Binding                                       | 60
|     |                                                       |   
|     | ARTICLE XIX AMENDMENT AND TERMINATION                 |   
|     |                                                       |   
|19.1 | Amendment                                             | 62
|19.2 | Limitation on Amendment                               | 62
|19.3 | Termination                                           | 62
|19.4 | Reorganization                                        | 63
|19.5 | Withdrawal of an Employer                             | 64
|     |                                                       |   
|     | ARTICLE XX ADOPTION BY OTHER ENTITIES                 |   
|     |                                                       |   
|20.1 | Adoption by Related Companies                         | 65
|20.2 | Effective Plan Provisions                             | 65
|     |                                                       |   
|     | ARTICLE XXI MISCELLANEOUS PROVISIONS                  |   
|     |                                                       |   
|21.1 | No Commitment as to Employment                        | 66
|21.2 | Benefits                                              | 66
|21.3 | No Guarantees                                         | 66
|21.4 | Expenses                                              | 66

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|21.5  | Precedent                                         | 66
|----- | ------------------------------------------------- | --
|21.6  | Duty to Furnish Information                       | 66
|21.7  | Merger, Consolidation, or Transfer of Plan Assets | 67
|21.8  | Back Pay Awards                                   | 67
|21.9  | Condition on Employer Contributions               | 67
|21.10 | Return of Contributions to an Employer            | 68
|21.11 | Validity of Plan                                  | 68
|21.12 | Trust Agreement                                   | 68
|21.13 | Parties Bound                                     | 68
|21.14 | Application of Certain Plan Provisions            | 68
|21.15 | Merged Plans                                      | 69
|21.16 | Transferred Funds                                 | 69
|21.17 | Veterans Reemployment Rights                      | 69
|21.18 | Delivery of Cash Amounts                          | 69
|21.19 | Written Communications                            | 69
|      |                                                   |   
|      | ARTICLE XXII TOP-HEAVY PROVISIONS                 |   
|      |                                                   |   
|22.1  | Definitions                                       | 71
|22.2  | Applicability                                     | 73
|22.3  | Minimum Employer Contribution                     | 73
|22.4  | Accelerated Vesting                               | 74
|      | ARTICLE XXIII EFFECTIVE DATE                      |   
|      |                                                   |   
|23.1  | GUST Effective Dates                              | 75

vi



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|PREAMBLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The Carrols Corporation Retirement Savings Plan, originally effective as of January 1, 1979, is hereby amended and restated in its entirety.  Except as otherwise specifically
provided in Article XXIII, this amendment and restatement shall be effective as of July 1, 2002.  The Plan, as amended and restated hereby, is intended to qualify as a profit-sharing plan under Code Section 401(a), and includes a cash or
deferred arrangement that is intended to qualify under Code Section 401(k).  The Plan is maintained for the exclusive benefit of eligible employees and their beneficiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Notwithstanding any other provision of the Plan to the contrary, a Participants vested interest in his Account under the Plan on and after the effective date of this amendment
and restatement shall be not less than his vested interest in his account on the day immediately preceding the effective date.  Any provision of the Plan that restricted or limited withdrawals, loans, or other distributions, or otherwise
required separate accounting with respect to any portion of a Participants Account immediately prior to the later of the effective date of this amendment and restatement or the date this amendment and restatement is adopted and the elimination
of which would adversely affect the qualification of the Plan under Code Section 401(a) shall continue in effect with respect to such portion of the Participants Account as if fully set forth in this amendment and restatement.                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Any sample amendment adopted by the Sponsor prior to this amendment and restatement for purposes of complying with EGTRRA shall continue in effect after this amendment and
restatement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Effective as of July 1, 2002 (the merger date), the Pollo Tropical, Inc. 401(k) Retirement Savings Plan and the Taco Cabana Savings and Retirement Plan (the merged
plans) are merged into and made a part of the Plan.  All assets and liabilities of the merged plans are transferred to and made a part of the Plan.  Each Employee who was eligible to participate in the merged
plans immediately prior to the merger date shall continue to be eligible to participate in the Plan on and after the merger date.  In no event shall a Participants vested interest in his Sub-Account
attributable to amounts transferred to the Plan from the merged plans (his transferee Sub-Account) on and after the merger date be less than his vested interest in his account under the merged plans
immediately prior to the merger date.  Notwithstanding any other provision of the Plan to the contrary, a Participants service credited for eligibility and vesting purposes under the merged plans as of the
merger date, if any, shall be included as Eligibility and Vesting Service under the Plan to the extent Eligibility and Vesting Service are credited under the Plan.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

1



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|ARTICLE I DEFINITIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|As used herein, the following words and phrases have the meanings hereinafter set forth, unless a different meaning is plainly required by the context:                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|An Account means the account maintained by the Trustee in the name of a Participant that reflects his interest in the Trust and any Sub-Accounts
maintained thereunder, as provided in Article VIII.                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The Administrator means the Sponsor unless the Sponsor designates another person or persons to act as such.                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|An After-Tax Contribution means any after-tax employee contribution made by a Participant to the Plan as may be permitted under Article V or as may
have been permitted under the terms of the Plan prior to this amendment and restatement or any after-tax employee contribution made by a Participant to another plan that is transferred directly to the Plan.                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The Beneficiary of a Participant means the person or persons entitled under the provisions of the Plan to receive distribution hereunder in the event
the Participant dies before receiving distribution of his entire interest under the Plan.                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|A Participants Benefit Payment Date means (i) if payment is made through the purchase of an annuity, the first day of the first period for which
the annuity is payable or (ii) if payment is made in any other form, the first day on which all events have occurred which entitle the Participant to receive payment of his benefit.                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|A Break in Service means any computation period (as defined in Section 2.1 for purposes of determining years of Vesting Service) during
which a person completes fewer than 501 Hours of Service except that no person shall incur a Break in Service solely by reason of temporary absence from work not exceeding 12 months resulting from illness, layoff, or other cause if authorized in
advance by an Employer or a Related Company pursuant to its uniform leave policy, if his employment shall not otherwise be terminated during the period of such absence.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The Code means the Internal Revenue Code of 1986, as amended from time to time.  Reference to a Code section includes such section and any
comparable section or sections of any future legislation that amends, supplements, or supersedes such section.                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The Compensation of a Participant for any period means the wages as defined in Code Section 3401(a), paid to him for such period for services as an
Employee that would be used for purposes                                                                                                                                                                                                                                                                                                                                                                            

2



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|of income tax withholding at the source, determined without regard to any rules that limit compensation included in wages based on the nature or location of the employment or
services performed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Notwithstanding the foregoing, Compensation with respect to Tax-Deferred Contributions shall not include bonuses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|In addition to the foregoing, Compensation includes any amount that would have been included in the foregoing description, but for the Participants election to defer payment
of such amount under Code Section 125, 402(e)(3), 402(h)(1)(B), 403(b), or 457(b) and certain contributions described in Code Section 414(h)(2) that are picked up by the employing unit and treated as employer contributions.  Effective for Plan
Years beginning on and after January 1, 2001, Compensation shall also include any amount that is not included in the Participants taxable gross income pursuant to Code Section 132(f).                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|In no event, however, shall the Compensation of a Participant taken into account under the Plan for any Plan Year exceed $150,000 (subject to adjustment annually as provided in Code
Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year).  If the Compensation of a Participant is
determined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation described above shall be adjusted with respect to that Participant by multiplying the annual compensation limitation in effect for
the Plan Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration is required for a Participant who is covered under the Plan for less than one full
Plan Year if the formula for allocations is based on Compensation for a period of at least 12 months.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|A Contribution Period means the period specified in Article VI for which Employer Contributions shall be made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|Disabled means a Participant can no longer continue in the service of his employer because of a mental or physical condition that is likely to result in death or
is expected to continue for a period of at least six months.  A Participant shall be considered Disabled only if the Administrator determines he is Disabled based on a written certificate of a physician acceptable to it.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|An Eligible Employee means any Employee who has met the eligibility requirements of Article III to participate in the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|The Eligibility Service of an employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his
eligibility to participate in the Plan as may be required under Article III.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

3



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|An Employee means any person who is classified by an Employer, in accordance with its payroll records, as a salaried or an hourly employee of the Employer who is
entitled to salaried benefits, other than any such person who is covered by a collective bargaining agreement that does not specifically provide for coverage under the Plan.  Any individual who is not treated by an Employer as a common law
employee of the Employer shall be excluded from Plan participation even if a court or administrative agency determines that such individual is a common law employee and not an independent contractor.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Notwithstanding the foregoing, any employee who is determined to be a Highly Compensated Employee for a Plan Year shall not be considered an Employee eligible to participate in the
Plan for the following Plan Year.                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|An Employer means the Sponsor and any entity which has adopted the Plan as may be provided under Article XX.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|An Employer Contribution means the amount, if any, that an Employer contributes to the Plan as may be provided under Article VI or Article XXII.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|An Enrollment Date means each day of the Plan Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.  Reference to a section of ERISA includes such section and any
comparable section or sections of any future legislation that amends, supplements, or supersedes such section.                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|The General Fund means a Trust Fund maintained by the Trustee as required to hold and administer any assets of the Trust that are not allocated among any separate
Investment Funds as may be provided in the Plan or the Trust Agreement.  No General Fund shall be maintained if all assets of the Trust are allocated among separate Investment Funds.                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|A Highly Compensated Employee means any Employee or former Employee who is a highly compensated active employee or a highly compensated former
employee as defined hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|A highly compensated active employee includes any Employee who performs services for an Employer or any Related Company during the Plan Year and who (i) was a five
percent owner at any time during the Plan Year or the look back year or (ii) received compensation from the Employers and Related Companies during the look back year in excess of $80,000 (subject to
adjustment annually at the same time and in the same manner as under Code Section 415(d)).                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|A highly compensated former employee includes any Employee who (1) separated from service from an Employer and all Related Companies (or is deemed to have separated
from service from an Employer and all Related Companies) prior to the Plan Year, (2) performed no services for an Employer or any Related Company during the Plan Year, and (3) was a highly compensated active employee for either
the separation year or any Plan Year ending on or after the date the                                                                                                                                          

4



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|Employee attains age 55, as determined under the rules in effect under Code Section 414(q) for such year.                                                                                                                                                                                                                                              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                       
|The determination of who is a Highly Compensated Employee hereunder shall be made in accordance with the provisions of Code Section 414(q) and regulations issued
thereunder.                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                       
|For purposes of this definition, the following terms have the following meanings:                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                       
|(a)                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                       
|(b)                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                       
|An Hour of Service with respect to a person means each hour, if any, that may be credited to him in accordance with the provisions of
Article II.                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                       
|An Investment Fund means any separate investment Trust Fund maintained by the Trustee as may be provided in the Plan or the Trust Agreement or any
separate investment fund maintained by the Trustee, to the extent that there are Participant Sub-Accounts under such funds, to which assets of the Trust may be allocated and separately invested.
|                                                                                                                                                                                                                                                                                                                                                       
|A Matching Contribution means any Employer Contribution made to the Plan on account of a Participants Tax-Deferred Contributions or After-Tax
Contributions as provided in Article VI, including Regular Matching Contributions and any such contribution that is designated by an Employer as a Qualified Matching Contribution.                   
|                                                                                                                                                                                                                                                                                                                                                       
|The Normal Retirement Date of an employee means the later of the date he attains age 65 or the fifth anniversary of the date he commenced
participation in the Plan.  With respect to Participants covered under the Taco Cabana Savings and Retirement Plan who were hired before July 1, 2002, Normal Retirement Age shall mean age 59 1/2.        
|                                                                                                                                                                                                                                                                                                                                                       
|A Participant means any person who has an Account in the Trust.                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                       
|The Plan means the Carrols Corporation Retirement Savings Plan, as from time to time in effect.                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                       
|A Plan Year means the 12-consecutive-month period ending each December 31.                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                       
|A Predecessor Employer means any company that is a predecessor organization to an Employer under the Code, provided that the Employer maintains a plan
of such predecessor organization.                                                                                                                                                             

5



---

|A Qualified Joint and Survivor Annuity means an immediate annuity payable at earliest retirement age under the Plan, as defined in regulations issued
under Code Section 401(a)(11), that is payable (i) for the life of a Participant, if the Participant is not married, or (ii) for the life of a Participant with a survivor annuity payable for the life of the Participants spouse that
is equal to at least 50 percent, but not more than 100 percent, of the amount of the annuity payable during the joint lives of the Participant and his spouse, if the Participant is married.  No survivor annuity shall be payable to the
Participants spouse under a Qualified Joint and Survivor Annuity if such spouse is not the same spouse to whom the Participant was married on his Benefit Payment Date.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|A Qualified Matching Contribution means any Matching Contribution made to the Plan as provided in Article VI that is 100 percent vested when made and
may be taken into account to satisfy the limitations on Tax-Deferred Contributions made by Highly Compensated Employees under Article VII.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|A Qualified Nonelective Contribution means any Employer Contribution made to the Plan as provided in Article VI that is 100 percent vested when
made and may be taken into account to satisfy the limitations on Tax-Deferred Contributions and/or Matching and After-Tax Contributions made by or on behalf of Highly Compensated Employees under Article VII, other than Qualified Matching
Contributions.                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|A Qualified Preretirement Survivor Annuity means an annuity payable for the life of a Participants surviving spouse if the Participant dies
prior to his Benefit Payment Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|A Regular Matching Contribution means any Matching Contribution made to the Plan at the rate specified in Article VI, other than any Matching
Contribution characterized by the Employer as a Qualified Matching Contribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|A Related Company means any corporation or business, other than an Employer, which would be aggregated with an Employer for a relevant purpose under
Code Section 414.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|A Participants Required Beginning Date means the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|A Participant is a five percent owner if he is a five percent owner, as defined in Code Section 416(i) and determined in accordance with Code Section 416,
but without regard to whether the Plan is top-heavy, for the Plan Year ending with or within the calendar year in which the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

6



---

|Participant attains age 70 1/2.  The Required Beginning Date of a Participant who is a five percent owner hereunder shall not be redetermined if the
Participant ceases to be a five percent owner as defined in Code Section 416(i) with respect to any subsequent Plan Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|A Rollover Contribution means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The Settlement Date of a Participant means the date on which a Participants interest under the Plan becomes distributable in accordance with
Article XV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|A Single Life Annuity means an annuity payable for the life of a Participant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The Sponsor means Carrols Corporation, and any successor thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|A Sub-Account means any of the individual sub-accounts of a Participants Account that is maintained as provided in Article VIII.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|A Tax-Deferred Contribution means the amount contributed to the Plan on a Participants behalf by his Employer in accordance with Article IV.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The Trust means the trust, custodial accounts, annuity contracts, or insurance contracts maintained by the Trustee under the Trust Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The Trust Agreement means any agreement or agreements entered into between the Sponsor and the Trustee relating to the holding, investment, and reinvestment of
the assets of the Plan, together with all amendments thereto and shall include any agreement establishing a custodial account, an annuity contract, or an insurance contract (other than a life, health or accident, property, casualty, or liability
insurance contract) for the investment of assets if the custodial account or contract would, except for the fact that it is not a trust, constitute a qualified trust under Code Section 401.                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The Trustee means the trustee or any successor trustee which at the time shall be designated, qualified, and acting under the Trust Agreement and shall include
any insurance company that issues an annuity or insurance contract pursuant to the Trust Agreement or any person holding assets in a custodial account pursuant to the Trust Agreement.  The Sponsor may designate a person or persons other than
the Trustee to perform any responsibility of the Trustee under the Plan, other than trustee responsibilities as defined in ERISA Section 405(c)(3), and the Trustee shall not be liable for the performance of such person in carrying out such
responsibility except as otherwise provided by ERISA.  The term Trustee shall include any delegate of the Trustee as may be provided in the Trust Agreement.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|A Trust Fund means any fund maintained under the Trust by the Trustee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

7



---

|A Valuation Date means the date or dates designated by the Sponsor and communicated in writing to the Trustee for the purpose of valuing the General
Fund and each Investment Fund and adjusting Accounts and Sub-Accounts hereunder, which dates need not be uniform with respect to the General Fund, each Investment Fund, Account, or Sub-Account; provided, however, that the General Fund and each
Investment Fund shall be valued and each Account and Sub-Account shall be adjusted no less often than once annually.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|The Vesting Service of an employee means the period or periods of service credited to him under the provisions of Article II for purposes of
determining his vested interest in his Employer Contributions Sub-Account, if Employer Contributions are provided for under either Article VI or Article XXII.                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Where required by the context, the noun, verb, adjective, and adverb forms of each defined term shall include any of its other forms.  Wherever used herein, the
masculine pronoun shall include the feminine, the singular shall include the plural, and the plural shall include the singular.                                                                                                                                                                                                                               

8



---

|ARTICLE II SERVICE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|For purposes of this Article, the following terms have the following meanings.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|A computation period for purposes of determining an employees years of Vesting Service means each Plan Year; provided, however, that if an
employee first completed an Hour of Service prior to the effective date of the Plan, a Plan Year shall not mean any short Plan Year beginning on the effective date of the Plan, if any, but shall mean any 12-consecutive-month period beginning before
the effective date of the Plan that would have been a Plan Year if the Plan had been in effect.                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|A maternity/paternity absence means a persons absence from employment with an Employer or a Related Company because of the persons
pregnancy, the birth of the persons child, the placement of a child with the person in connection with the persons adoption of the child, or the caring for the persons child immediately following the childs birth or
adoption.  A persons absence from employment will not be considered a maternity/paternity absence unless the person furnishes the Administrator such timely information as may reasonably be required to establish that the absence was for
one of the purposes enumerated in this paragraph and to establish the number of days of absence attributable to such purpose.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|A person shall be credited with an Hour of Service for:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

9



---

|                                                                                                                                                                                                                                | Rights Act of 1994 and returns to work with an Employer or a Related Company within the period during which he retains such reemployment rights; provided, however, that the same Hour
of Service shall not be credited under paragraph (b) of this Section and under this paragraph (c).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(d)                                                                                                                                                                                                                             | Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer, a Predecessor Employer, or a Related Company; provided, however,
that the same Hour of Service shall not be credited both under paragraph (a) or (b) or (c) of this Section, as the case may be, and under this paragraph (d); and provided, further, that the crediting of Hours of Service for back pay awarded or
agreed to with respect to periods described in such paragraph (b) shall be subject to the limitations set forth therein and in Section 2.3.                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(e)                                                                                                                                                                                                                             | Solely for purposes of determining whether a person who is on a maternity/paternity absence has incurred a Break in Service for a computation period, Hours of
Service shall include those hours with which such person would otherwise have been credited but for such maternity/paternity absence, or shall include eight Hours of Service for each day of maternity/paternity absence if the
actual hours to be credited cannot be determined; except that not more than the minimum number of hours required to prevent a Break in Service shall be credited by reason of any maternity/paternity absence; provided, however, that any
hours included as Hours of Service pursuant to this paragraph shall be credited to the computation period in which the absence from employment begins, if such person otherwise would incur a Break in Service in such computation
period, or, in any other case, to the immediately following computation period.
|                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(f)                                                                                                                                                                                                                             | Solely for purposes of determining whether he has incurred a Break in Service, each hour for which he would have been scheduled to work for an Employer, a Predecessor Employer, or a
Related Company during the period of time that he is absent from work on an approved leave of absence pursuant to the Family and Medical Leave Act of 1993; provided, however, that Hours of Service shall not be credited to an employee under this
paragraph if the employee fails to return to employment with an Employer or a Related Company following such leave.                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                               
|For purposes of crediting Hours of Service hereunder, employment with a corporation or business prior to the date such corporation or business becomes a Related Company
shall be treated as employment with a Related Company.
|                                                                                                                                                                                                                               
|2.3                                                                                                                                                                                                                             | Limitations on Crediting of Hours
of Service                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                               
|In the application of the provisions of paragraph (b) of Section 2.2, the following shall apply:                                                                                                                               

10



---

|(a)                                                                                                                                                                                                                                                                                                                       | An hour for which a person is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed shall not be credited to him if such
payment is made or due under a plan maintained solely for the purpose of complying with applicable workers compensation, unemployment compensation, or disability insurance laws.                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(b)                                                                                                                                                                                                                                                                                                                       | Hours of Service shall not be credited with respect to a payment which solely reimburses a person for medical or medically-related expenses incurred by him.                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(c)                                                                                                                                                                                                                                                                                                                       | A payment shall be deemed to be made by or due from an Employer, a Predecessor Employer, or a Related Company (i) regardless of whether such payment is made by or due from such
employer directly or indirectly, through (among others) a trust fund or insurer to which any such employer contributes or pays premiums, and (ii) regardless of whether contributions made or due to such trust fund, insurer, or other entity are
for the benefit of particular persons or are on behalf of a group of persons in the aggregate.
|                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|(d)                                                                                                                                                                                                                                                                                                                       | No more than 501 Hours of Service shall be credited to a person on account of any single continuous period during which he performs no duties (whether or not such period occurs in a
single computation period), unless no duties are performed due to service with the armed forces of the United States for which the person retains reemployment rights as provided in paragraph (c) of Section 2.2 or because of approved
leaves of absence of up two years.                                                               
|                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.4                                                                                                                                                                                                                                                                                                                       | Department of Labor Rules                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                         
|The rules set forth in paragraphs (b) and (c) of Department of Labor Regulations Section 2530.200b-2, which relate to determining Hours of Service attributable to
reasons other than the performance of duties and crediting Hours of Service to particular periods, are hereby incorporated into the Plan by reference.
|                                                                                                                                                                                                                                                                                                                         
|2.5                                                                                                                                                                                                                                                                                                                       | Eligibility Service                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                         
|Because there are no Eligibility Service requirements to participate in the Plan, there shall be no Eligibility Service credited under the Plan.                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                         
|2.6                                                                                                                                                                                                                                                                                                                       | Years of Vesting Service                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                         
|An employee shall be credited with a year of Vesting Service for each computation period during which he completes at least 1,000 Hours of
Service.                                                                                                                                                                    

11



---

|2.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Crediting of Hours of Service with Respect to Short Computation Periods                                                                                                                                                                                                                                                                                                                                                            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|The following provisions shall apply with respect to crediting Hours of Service with respect to any short computation period:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | For purposes of this Article, the following terms have the following meanings:                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Notwithstanding any other provision of the Plan to the contrary, no person shall incur a Break in Service for a short computation period solely because of
such short computation period.                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | For purposes of determining the years of Vesting Service to be credited to an Employee, a computation period shall not include the short computation
period, but if an Employee completes at least 1,000 Hours of Service in the 12-consecutive-month period beginning on the first day of the short computation period, such Employee shall be credited with a year of Vesting Service for
such 12-consecutive-month period.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Crediting of Service on Transfer or Amendment                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Notwithstanding any other provision of the Plan to the contrary, if an Employee is transferred from employment covered under a qualified plan maintained by an Employer
or a Related Company for which service is credited based on elapsed time in accordance with Treasury Regulations Section 1.410(a)-7 to employment covered under the Plan or, prior to amendment, the Plan provided for crediting of service on the basis
of elapsed time in accordance with Treasury Regulations Section 1.410(a)-7, an affected Employee shall be credited with Vesting Service hereunder as provided in Treasury Regulations Section 1.410(a)-7(f)(1).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|2.9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Crediting of Service to Leased Employees                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Notwithstanding any other provision of the Plan to the contrary, a leased employee working for an Employer or a Related Company (other than an
excludable leased employee) shall be considered an employee of such Employer or Related Company for purposes of Vesting Service crediting under the Plan, but shall not be eligible to participate in the Plan.  Such leased
employee shall also be considered an employee of such Employer or Related Company for purposes of applying Code Sections 401(a)(3), (4), (7), and (16), and 408(k), 415, and 416.                                                                             

12



---

|A leased employee means any person who performs services for an Employer or a Related Company (the recipient) (other than an employee of the
recipient) pursuant to an agreement between the recipient and any other person (the leasing organization) on a substantially full-time basis for a period of at least one year, provided that such services are
performed under primary direction of or control by the recipient.  An excludable leased employee means any leased employee of the recipient who is covered by a money purchase pension plan
maintained by the leasing organization which provides for (i) a nonintegrated employer contribution on behalf of each participant in the plan equal to at least ten percent of compensation, (ii) full and immediate vesting, and
(iii) immediate participation by employees of the leasing organization (other than employees who perform substantially all of their services for the leasing organization or whose compensation from the leasing
organization in each plan year during the four-year period ending with the plan year is less than $1,000); provided, however, that leased employees do not constitute more than 20 percent of the recipients
nonhighly compensated work force.  For purposes of this Section, contributions or benefits provided to a leased employee by the leasing organization that are attributable to services performed for the
recipient shall be treated as provided by the recipient.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

13



---

|ARTICLE III ELIGIBILITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Each Employee who was an Eligible Employee immediately prior to July 1, 2002 shall continue to be an Eligible Employee on July 1, 2002.  Each other Employee shall
become an Eligible Employee as of the Enrollment Date coinciding with or next following the date on which he becomes an Employee.                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Highly Compensated Employees shall not be permitted to participate in the Plan for the Plan Year following the Plan Year in which he is determined to be a Highly
Compensated Employee.                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|If a person is transferred directly from employment with an Employer or with a Related Company in a capacity other than as an Employee to employment as an Employee, he
shall become an Eligible Employee as of the later of the date he is so transferred or the date he would have become an Eligible Employee if he had been an Employee for his entire period of employment with the Employer or Related Company.                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|If a person who terminated employment with an Employer and all Related Companies is reemployed as an Employee and if he had been an Eligible Employee prior to his
termination of employment, he shall again become an Eligible Employee on the date he is reemployed.  Otherwise, the eligibility of a person who terminated employment with an Employer and all Related Companies and who is reemployed by an
Employer or a Related Company to participate in the Plan shall be determined in accordance with Section 3.1 or 3.2.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Each Employer shall notify the Administrator as soon as practicable of Employees becoming Eligible Employees as of any date.                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Upon becoming an Eligible Employee, an Employee shall be entitled to make Tax-Deferred and After-Tax Contributions to the Plan in accordance with the provisions of
Article IV and Article V and receive allocations of Employer Contributions in accordance with the provisions of Article VI (provided he meets any applicable requirements thereunder) and shall be bound by all the terms and conditions of the
Plan and the Trust Agreement.  A person shall continue as an                                                   

14



---

|Eligible Employee eligible to make Tax-Deferred and After-Tax Contributions to the Plan and to participate in allocations of Employer Contributions only so long as he continues
employment as an Employee.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15



---

|ARTICLE IV TAX-DEFERRED CONTRIBUTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Effective as of the date he becomes an Eligible Employee, each Eligible Employee may elect, in accordance with rules prescribed by the Administrator, to have
Tax-Deferred Contributions made to the Plan on his behalf by his Employer as hereinafter provided.  An Eligible Employees election shall include his authorization for his Employer to reduce his Compensation and to make Tax-Deferred
Contributions on his behalf.  An Eligible Employee who elects not to have Tax-Deferred Contributions made to the Plan as of the first Enrollment Date he becomes eligible to participate may change his election by amending his reduction
authorization as prescribed in this Article.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Tax-Deferred Contributions on behalf of an Eligible Employee shall commence with the first payment of Compensation made on or after the date on which his election is
effective.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|The amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be an integral percentage of his Compensation of
not less than one percent nor more than 18 percent.  In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he
elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Notwithstanding any other provision of the Plan to the contrary, in no event may the Tax-Deferred Contributions made on behalf of an Eligible Employee for the Plan Year,
when combined with the After-Tax Contributions made by the Eligible Employee for the Plan Year, exceed 18 percent of the Eligible Employees Compensation for the Plan Year.                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|4.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|An Eligible Employee may elect, in the manner prescribed by the Administrator, to change the amount of his future Compensation that his Employer contributes on his
behalf as Tax-Deferred Contributions.  An Eligible Employee may amend his reduction authorization at such time or times during the Plan Year as the Administrator may prescribe by giving such number of days advance notice of his election as the
Administrator may prescribe.  An Eligible Employee who amends his reduction authorization shall be limited to selecting an amount of his Compensation that is otherwise permitted under this Article IV.  Tax-Deferred Contributions shall be
made on                 

16



---

|behalf of such Eligible Employee by his Employer pursuant to his properly amended reduction authorization commencing with Compensation paid to the Eligible Employee on
or after the date such amendment is effective, until otherwise altered or terminated in accordance with the Plan.                                                                                                                                                                                                                                                                         
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|An Eligible Employee on whose behalf Tax-Deferred Contributions are being made may elect, in the manner prescribed by the Administrator, to have such contributions
suspended at any time by giving such number of days advance notice of his election as the Administrator may prescribe.  Any such voluntary suspension shall take effect commencing with Compensation paid to such Eligible Employee on or after the
expiration of the required notice period and shall remain in effect until Tax-Deferred Contributions are resumed as hereinafter set forth.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|An Eligible Employee who has voluntarily suspended his Tax-Deferred Contributions may elect, in the manner prescribed by the Administrator, to have such contributions
resumed.  An Eligible Employee may make such election at such time or times during the Plan Year as the Administrator may prescribe, by giving such number of days advance notice of his election as the Administrator may prescribe.                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|As soon after the date an amount would otherwise be paid to an Employee as it can reasonably be separated from Employer assets, each Employer shall cause to be delivered
to the Trustee in cash all Tax-Deferred Contributions attributable to such amounts.                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|4.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|A Participants vested interest in his Tax-Deferred Contributions Sub-Account shall be at all times 100 percent.                                                                                                                                                                                                                                                                                                                                                                                                                                                  

17



---

|ARTICLE V AFTER-TAX AND ROLLOVER CONTRIBUTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|An Eligible Employee may elect, in accordance with rules prescribed by the Administrator, to make After-Tax Contributions to the Plan.  After-Tax Contributions
shall be made by payroll withholding in accordance with the provisions of this Article V.  An Eligible Employees election to make After-Tax Contributions may be made effective as of the Enrollment Date on which he becomes an Eligible
Employee.  An Eligible Employee who elects not to make After-Tax Contributions by payroll withholding as of the first Enrollment Date on which he is eligible may change his election by amending his payroll withholding authorization as
prescribed in this Article                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|After-Tax Contributions by payroll withholding shall commence with the first payment of Compensation made on or after the date on which the Eligible Employees
election is effective.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|The amount of After-Tax Contributions made by an Eligible Employee by payroll withholding shall be an integral percentage of his Compensation of not less than one
percent nor more than 18 percent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Notwithstanding any other provision of the Plan to the contrary, in no event may the After-Tax Contributions made by an Eligible Employee for the Plan Year, when
combined with the Tax-Deferred Contributions made on behalf of the Eligible Employee for the Plan Year, exceed 18 percent of the Eligible Employees Compensation for the Plan Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|An Eligible Employee may elect, in the manner prescribed by the Administrator, to change the amount of his future Compensation that he contributes to the Plan as
After-Tax Contributions by payroll withholding.  An Eligible Employee may amend his payroll withholding authorization at such time or times during the Plan Year as the Administrator may prescribe by giving such number of days advance notice of
his election as the Administrator may prescribe.  An Eligible Employee who changes his payroll withholding authorization shall be limited to selecting an amount of his Compensation that is otherwise permitted under this Article V. 
After-Tax Contributions shall be made on behalf of such Eligible Employee pursuant to his properly amended payroll withholding authorization commencing with Compensation paid to the Eligible

18



---

|Employee on or after the date such amendment is effective, until otherwise altered or terminated in accordance with the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|An Eligible Employee who is making After-Tax Contributions by payroll withholding may elect, in the manner prescribed by the Administrator, to have such contributions
suspended at any time by giving such number of days advance notice to his Employer as the Administrator may prescribe.  Any such voluntary suspension shall take effect commencing with Compensation paid to such Eligible Employee on or after the
expiration of the required notice period and shall remain in effect until After-Tax Contributions are resumed as hereinafter set forth.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|An Eligible Employee who has voluntarily suspended his After-Tax Contributions by payroll withholding in accordance with Section 5.5 may elect, in the manner prescribed
by the Administrator, to have such contributions resumed.  An Eligible Employee may make such election at such time or times as the Administrator may prescribe, by giving such number of days advance notice of his election as the Administrator
may prescribe.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|As soon after the date an amount would otherwise be paid to an Employee as it can reasonably be separated from Employer assets, the Employer shall cause to be delivered
to the Trustee in cash the After-Tax Contributions attributable to such amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|An Employee who was a participant in a plan qualified under Code Section 401 and who receives (or is eligible to receive) a cash distribution from such plan that he
elects either (i) to roll over immediately to a qualified retirement plan or (ii) to roll over into a conduit IRA from which he receives a later cash distribution, may elect to make a Rollover Contribution to the Plan if he is entitled
under Code Section 402(c) or 408(d)(3)(A) to roll over such distribution to another qualified retirement plan.  The Administrator may require an Employee to provide it with such information as it deems necessary or desirable to show that he is
entitled to roll over such distribution to another qualified retirement plan.  An Employee shall make a Rollover Contribution to the Plan by delivering, or causing to be delivered, to the Trustee the cash that constitutes the Rollover
Contribution amount.  If the Employee received a cash distribution that he is rolling over, such delivery must be made within 60 days of receipt of the distribution from the plan or from the conduit IRA in the manner prescribed by the
Administrator.

19



---

|5.9                                                                                                                                                      | Vesting of After-Tax Contributions and Rollover Contributions
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------
|                                                                                                                                                        
|A Participants vested interest in his After-Tax Contributions Sub-Account and his Rollover Contributions Sub-Account shall be at all times 100 percent.

20



---

|ARTICLE VI EMPLOYER CONTRIBUTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|The Contribution Periods for Employer Contributions shall be as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Each Employer may, in its discretion, make a Qualified Nonelective Contribution to the Plan for the Contribution Period in an amount determined by the
Sponsor.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Any Qualified Nonelective Contribution made for a Contribution Period shall be allocated among the Eligible Employees during the Contribution Period who have met the
allocation requirements for Qualified Nonelective Contributions described in this Article, other than any such Eligible Employee who is a Highly Compensated Employee.  The allocable share of each such Eligible Employee in the Qualified
Nonelective Contribution shall be in the ratio which his Compensation from the Employer for the Plan Year bears to the aggregate of such Compensation for all such Eligible Employees.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Each Employer shall make a Matching Contribution to the Plan for each Contribution Period on behalf of each of its Eligible Employees during the Contribution Period who
has met the allocation requirements for Matching Contributions described in this Article.  The amount of such Matching Contribution shall be equal to 50 percent of the aggregate Tax-Deferred Contributions and After-Tax Contributions made for
the Contribution Period by or on behalf of such Eligible Employee.                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Notwithstanding any other provision of this Article to the contrary, After-Tax Contributions and Tax-Deferred Contributions made to the Plan by or on behalf of an
Eligible Employee for a Contribution Period that exceed $1,040 shall be excluded in determining the amount and allocation of Matching Contributions with respect to such Eligible Employee for the Contribution                                                                                                                                                                                                                      

21



---

|Period.  An Eligible Employees After-Tax Contributions and Tax-Deferred Contributions shall be aggregated for purposes of determining whether this limitation
has been met.                                                                                                                                                                                                                                                                              
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.6                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|An Employer may designate any portion or all of its Matching Contribution as a Qualified Matching Contribution.  Amounts that are designated as Qualified Matching
Contributions shall be accounted for separately and may be withdrawn only as permitted under the Plan.                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.7                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|The Sponsor shall verify the amount of Employer Contributions to be made by each Employer in accordance with the provisions of the Plan.  Notwithstanding any other
provision of the Plan to the contrary, the Sponsor shall determine the portion of the Employer Contribution to be made by each Employer with respect to an Employee who transfers from employment with one Employer as an Employee to employment with
another Employer as an Employee.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.8                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Employer Contributions made for a Contribution Period shall be paid in cash to the Trustee within the period of time required under the Code in order for the
contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year.                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.9                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|A person who was an Eligible Employee at any time during a Contribution Period shall be eligible to receive an allocation of Matching Contributions for such Contribution
Period.                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|A person who was an Eligible Employee at any time during a Contribution Period shall be eligible to receive an allocation of Qualified Nonelective Contributions for such
Contribution Period.                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|6.10                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|A Participants vested interest in his Qualified Nonelective and Qualified Matching Contributions Sub-Accounts shall be at all times 100 percent.                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|With respect to Participants hired on or after January 1, 2002, a Participants vested interest in his Regular Matching Contributions Sub-Account shall be
determined in accordance with the following schedule:                                                                                                                                                                                                                                          

22



---

|Years of Vesting Service |  | Vested Interest
|------------------------ |  | ---------------
|                         |  |                
|Less than 1              |  | 0%             
|1, but less than 2       |  | 20%            
|2, but less than 3       |  | 40%            
|3, but less than 4       |  | 60%            
|4, but less than 5       |  | 80%            
|5 or more                |  | 100%           

|With respect to Participants hired before January 1, 2002, a Participants vested interest in his Regular Matching Contributions Sub-Account shall be determined in accordance
with the following schedule:
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Years of Vesting Service |  | Vested Interest
|------------------------ |  | ---------------
|                         |  |                
|Less than 3              |  | 0%             
|3, but less than 4       |  | 30%            
|4, but less than 5       |  | 40%            
|5, but less than 6       |  | 60%            
|6, but less than 7       |  | 80%            
|7 or more                |  | 100%           

|Notwithstanding the foregoing, if a Participant is employed by an Employer or a Related Company on his Normal Retirement Date, the date he becomes Disabled, or the date
he dies, his vested interest in his Regular Matching Contributions Sub-Account shall be 100 percent.                                                                                                                                                                                                                                                                                                                                                                                                                 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|6.11                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|If the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participants vested interest in his Employer Contributions
Sub-Account, any Participant with three or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions Sub-Account continue to be determined under the vesting provisions in effect prior to the amendment
rather than under the new vesting provisions, unless the vested interest of the Participant in his Employer Contributions Sub-Account under the Plan as amended is not at any time less than such vested interest determined without regard to the
amendment.  A

23



---

|Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of
(i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted.  Notwithstanding the foregoing, a Participants vested interest
in his Employer Contributions Sub-Account on the effective date of such an amendment shall not be less than his vested interest in his Employer Contributions Sub-Account immediately prior to the effective date of the amendment.
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.12                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Notwithstanding any other provision of the Plan to the contrary, the amount of the Employer Contribution required under this Article for a Plan Year shall be reduced by
the amount of any forfeitures occurring during the Plan Year or any prior Plan Year that are applied against Employer Contributions as provided in Article XIV.                                                                                                                                                                                                                                                                                           

24



---

|ARTICLE VII LIMITATIONS ON CONTRIBUTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|For purposes of this Article, the following terms have the following meanings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|The annual addition with respect to a Participant for a limitation year means the sum of the Tax-Deferred Contributions, After-Tax
Contributions, and Employer Contributions allocated to his Account for the limitation year (including any excess contributions that are distributed pursuant to this Article), the employer contributions, employee
contributions, and forfeitures allocated to his accounts for the limitation year under any other qualified defined contribution plan (whether or not terminated) maintained by an Employer or a Related Company concurrently with the
Plan, and amounts described in Code Sections 415(l)(2) and 419A(d)(2) allocated to his account for the limitation year.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|An elective contribution means any employer contribution made to a plan maintained by an Employer or a Related Company on behalf of a Participant in
lieu of cash compensation pursuant to his written election to defer under any qualified CODA as described in Code Section 401(k), any simplified employee pension cash or deferred arrangement as described in Code Section 402(h)(1)(B), any eligible
deferred compensation plan under Code Section 457, or any plan as described in Code Section 501(c)(18), and any contribution made on behalf of the Participant by an Employer or a Related Company for the purchase of an annuity contract under Code
Section 403(b) pursuant to a salary reduction agreement.      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|An employee contribution means any employee after-tax contribution allocated to an Eligible Employees account under any qualified plan of an
Employer or a Related Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|An excess contribution means any contribution made to the Plan by or on behalf of a Participant that exceeds one of the limitations described in this
Article.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|An excess deferral with respect to a Participant means that portion of a Participants Tax-Deferred Contributions for his taxable year that, when
added to amounts deferred for such taxable year under other plans or arrangements described in Code Section 401(k), 408(k), or 403(b) (other than any such plan or arrangement that is maintained by an Employer or a Related Company), would exceed the
dollar limit imposed under Code Section 402(g) as in effect on January 1 of the calendar year in which such taxable year begins and is includible in the Participants gross income under Code Section 402(g).                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|A limitation year means the calendar year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

25



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|7.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Code Section 402(g) Limit       
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|In no event shall the amount of the Tax-Deferred Contributions made on behalf of an Eligible Employee for his taxable year, when aggregated with any elective
contributions made on behalf of the Eligible Employee under any other plan of an Employer or a Related Company for his taxable year, exceed the dollar limit imposed under Code Section 402(g), as in effect on January 1 of the calendar year in
which such taxable year begins.  In the event that the Administrator determines that the reduction percentage elected by an Eligible Employee will result in his exceeding the Code Section 402(g) limit, the Administrator may adjust the reduction
authorization of such Eligible Employee by reducing the percentage of his Tax-Deferred Contributions to such smaller percentage that will result in the Code Section 402(g) limit not being exceeded.  If the Administrator determines that the
Tax-Deferred Contributions made on behalf of an Eligible Employee would exceed the Code Section 402(g) limit for his taxable year, the Tax-Deferred Contributions for such Participant shall be automatically suspended for the remainder, if any, of
such taxable year.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|If an Employer notifies the Administrator that the Code Section 402(g) limit has nevertheless been exceeded by an Eligible Employee for his taxable year, the
Tax-Deferred Contributions that, when aggregated with elective contributions made on behalf of the Eligible Employee under any other plan of an Employer or a Related Company, would exceed the Code Section 402(g) limit, plus any income
and minus any losses attributable thereto, shall be distributed to the Eligible Employee no later than the April 15 immediately following such taxable year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|If an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, Matching Contributions that are attributable solely to the
distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which distribution of Tax-Deferred Contributions pursuant to this Section occurs and
no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|7.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Distribution of Excess Deferrals
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Notwithstanding any other provision of the Plan to the contrary, if a Participant notifies the Administrator in writing no later than the March 1 following the close of
the Participants taxable year that excess deferrals have been made on his behalf under the Plan for such taxable year, the excess deferrals, plus any income and minus any losses attributable thereto, shall be
distributed to the Participant no later than the April 15 immediately following such taxable year.  If an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, Matching Contributions that are
attributable solely to the distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which distribution of Tax-Deferred Contributions pursuant
to this Section occurs and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made.                                                                                                                                        

26



---

|7.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Code Section 415 Limitations on Crediting of Contributions and Forfeitures                                                                                                                           
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Notwithstanding any other provision of the Plan to the contrary, the annual addition with respect to a Participant for a limitation year shall in
no event exceed the lesser of (i) $30,000 (adjusted as provided in Code Section 415(d)) or (ii) 25 percent of the Participants compensation, as defined in Code Section 415(c)(3) and regulations issued thereunder, for the
limitation year; provided, however, that the limit in clause (i) shall be pro-rated for any short limitation year.  If the annual addition to the Account of a Participant in any limitation
year would otherwise exceed the amount that may be applied for his benefit under the limitation contained in this Section, the limitation shall be satisfied by reducing contributions made to the Participants Account to the extent
necessary in the following order:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | After-Tax Contributions made by the Participant for the limitation year that have not been matched, if any, shall be reduced.                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | After-Tax Contributions made by the Participant for the limitation year that have been matched, if any, and the Matching Contributions attributable thereto shall be
reduced pro rata.             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Tax-Deferred Contributions made on behalf of the Participant for the limitation year that have not been matched, if any, shall be reduced.                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Tax-Deferred Contributions made on behalf of the Participant for the limitation year that have been matched, if any, and the Matching Contributions attributable thereto
shall be reduced pro rata.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Qualified Nonelective Contributions otherwise allocable to the Participants Account for the limitation year, if any, shall be reduced.                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|The amount of any reduction of Tax-Deferred or After-Tax Contributions (plus any income attributable thereto) shall be returned to the Participant.  The amount of
any reduction of Employer Contributions shall be deemed a forfeiture for the limitation year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Amounts deemed to be forfeitures under this Section shall be held unallocated in a suspense account established for the limitation year and shall be applied
against the Employers contribution obligation for the next following limitation year (and succeeding limitation years, as necessary).  If a suspense account is in existence at any time during a limitation
year, all amounts in the suspense account must be applied against the Employers contribution obligation before any further contributions that would constitute annual additions may be made to the Plan.  No suspense
account established hereunder shall share in any increase or decrease in the net worth of the Trust.                                                                                                                                                 

27



---

|For purposes of this Article, excesses shall result only from the allocation of forfeitures, a reasonable error in estimating a Participants annual compensation
(as defined in Code Section 415(c)(3) and regulations issued thereunder), a reasonable error in determining the amount of elective contributions that may be made with respect to any Participant under the limits of Code Section 415, or
other limited facts and circumstances that justify the availability of the provisions set forth above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|If a Participant is covered by any other qualified defined contribution plan (whether or not terminated) maintained by an Employer or a Related Company concurrently with
the Plan, and if the annual addition for the limitation year would otherwise exceed the amount that may be applied for the Participants benefit under the limitation contained in the preceding Section, such excess shall
be reduced first by returning or forfeiting, as provided under the applicable defined contribution plan, the contributions last allocated to the Participants accounts for the limitation year under all such defined contribution
plans, and, to the extent such contributions are returned to the Participant, the income attributable thereto.  If contributions are allocated to the defined contribution plans as of the same date, any excess shall be allocated pro rata among
the defined contribution plans.  For purposes of determining the order of reduction hereunder, contributions to a simplified employee pension plan described in Code Section 408(k) shall be deemed to have been allocated first and contributions
to a welfare benefit fund or individual medical account shall be deemed to have been allocated next, regardless of the date such contributions were actually allocated.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The Code Section 415 limitations contained in the preceding Sections shall be applicable only with respect to benefits provided pursuant to defined contribution plans
and defined benefit plans described in Code Section 415(k).  For purposes of applying the Code Section 415 limitations contained in the preceding Sections, the term Related Company shall be adjusted as provided in Code Section
415(h).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

28



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|ARTICLE VIII TRUST FUNDS AND ACCOUNTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|The Trustee shall maintain a General Fund as required to hold and administer any assets of the Trust that are not allocated among the Investment Funds as provided in the
Plan or the Trust Agreement.  The General Fund shall be held and administered as a separate common trust fund.  The interest of each Participant or Beneficiary under the Plan in the General Fund shall be an undivided interest.                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|The Sponsor shall determine the number and type of Investment Funds and shall communicate the same and any changes therein in writing to the Administrator and the
Trustee.  Each Investment Fund shall be held and administered as a separate common trust fund.  The interest of each Participant or Beneficiary under the Plan in any Investment Fund shall be an undivided interest.                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|If a loan from the Plan to a Participant is approved in accordance with the provisions of Article XII, the Sponsor shall direct the establishment and maintenance of a
loan Investment Fund in the Participants name.  The assets of the loan Investment Fund shall be held as a separate trust fund.  A Participants loan Investment Fund shall be invested in the note(s) reflecting the loan(s) made to
the Participant in accordance with the provisions of Article XII.  Notwithstanding any other provision of the Plan to the contrary, income received with respect to a Participants loan Investment Fund shall be allocated and the loan
Investment Fund shall be administered as provided in Article XII.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Any dividends, interest, distributions, or other income received by the Trustee with respect to any Trust Fund maintained hereunder shall be allocated by the Trustee to
the Trust Fund for which the income was received.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|8.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|As of the first date a contribution is made by or on behalf of an Employee there shall be established an Account in his name reflecting his interest in the Trust. 
Each Account shall be maintained and administered for each Participant and Beneficiary in accordance with the                                                                                                                                                                                                                                                                                                                                                                                                                                      

29



---

|provisions of the Plan.  The balance of each Account shall be the balance of the account after all credits and charges thereto, for and as of such date, have been
made as provided herein.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                           
|8.6                                                                                                                                                                                        
|                                                                                                                                                                                           
|A Participants Account shall be divided into such separate, individual Sub-Accounts as are necessary or appropriate to reflect the Participants interest in
the Trust.                   

30



---

|ARTICLE IX LIFE INSURANCE CONTRACTS                                                                    
|-------------------------------------------------------------------------------------------------------
|                                                                                                       
|9.1                                                                                                    
|                                                                                                       
|A Participants Account may not be invested in life insurance contracts on the life of the Participant.

31



---

|ARTICLE X DEPOSIT AND INVESTMENT OF CONTRIBUTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Each Eligible Employee shall make an investment election in the manner and form prescribed by the Administrator directing the manner in which the contributions made on
his behalf shall be invested.  An Eligible Employees investment election shall specify the percentage, in the percentage increments prescribed by the Administrator, of such contributions that shall be allocated to one or more of the
Investment Funds with the sum of such percentages equaling 100 percent.  The investment election by a Participant shall remain in effect until his entire interest under the Plan is distributed or forfeited in accordance with the provisions of
the Plan or until he records a change of investment election with the Administrator, in such form as the Administrator shall prescribe.  If recorded in accordance with any rules prescribed by the Administrator, a Participants change of
investment election may be implemented effective as of the business day on which the Administrator receives the Participants instructions.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|All contributions made on a Participants behalf shall be deposited in the Trust and allocated among the Investment Funds in accordance with the Participants
currently effective investment election.  If no investment election is recorded with the Administrator at the time contributions are to be deposited to a Participants Account, his contributions shall be allocated among the Investment
Funds as directed by the Administrator.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|A Participant may elect to transfer investments from any Investment Fund to any other Investment Fund.  The Participants transfer election shall specify a
percentage, in the percentage increments prescribed by the Administrator, of the amount eligible for transfer that is to be transferred, which percentage may not exceed 100 percent.  Any transfer election must be recorded with the
Administrator, in such form as the Administrator shall prescribe.  Subject to any restrictions pertaining to a particular Investment Fund, if recorded in accordance with any rules prescribed by the Administrator, a Participants transfer
election may be implemented effective as of the business day on which the Administrator receives the Participants instructions.                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|10.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The Plan is intended to constitute a plan described in ERISA Section 404(c) and regulations issued thereunder.  The fiduciaries of the Plan may be relieved of
liability for any losses that are the direct and necessary result of investment instructions given by a Participant, his Beneficiary, or an alternate payee under a qualified domestic relations order.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

32



---

|ARTICLE XI CREDITING AND VALUING ACCOUNTS                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.1                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|All contributions made under the provisions of the Plan shall be credited to Accounts in the Trust Funds by the Trustee, in accordance with procedures established in
writing by the Administrator, either when received or on the succeeding Valuation Date after valuation of the Trust Fund has been completed for such Valuation Date as provided in Section 11.2, as shall be determined by the Administrator.                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.2                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Accounts in the Trust Funds shall be valued by the Trustee on the Valuation Date, in accordance with procedures established in writing by the Administrator, either in
the manner adopted by the Trustee and approved by the Administrator or in the manner set forth in Section 11.3 as Plan valuation procedures, as determined by the Administrator.                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.3                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|With respect to the Trust Funds, the Administrator may determine that the following valuation procedures shall be applied.  As of each Valuation Date hereunder, the
portion of any Accounts in a Trust Fund shall be adjusted to reflect any increase or decrease in the value of the Trust Fund for the period of time occurring since the immediately preceding Valuation Date for the Trust Fund (the valuation
period) in the following manner:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                   

33



---

|                                                                                                                                                                                                                              | the amount of its allocated share.  Notwithstanding the foregoing, the Administrator may adopt such accounting procedures as it considers appropriate and equitable to establish
a proportionate crediting of net increase or decrease in the value of the Trust Fund for contributions, loan payments, and transfers to and distributions, withdrawals, loans, and transfers from such Trust Fund made by or on behalf of a Participant
during the valuation period.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|11.4                                                                                                                                                                                                                          | Finality of Determinations                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                             
|The Trustee shall have exclusive responsibility for determining the value of each Account maintained hereunder.  The Trustees determinations thereof shall be
conclusive upon all interested parties.                       
|                                                                                                                                                                                                                             
|11.5                                                                                                                                                                                                                          | Notification                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                             
|Within a reasonable period of time after the end of each Plan Year, the Administrator shall notify each Participant and Beneficiary of the value of his Account and
Sub-Accounts as of a Valuation Date during the Plan Year.

34



---

|ARTICLE XII LOANS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|A Participant who is a party in interest as defined in ERISA Section 3(14) may make application to the Administrator for a loan from his Account, other than from his
Employer Contributions Sub-Account.  Loan withdrawals are permitted first from the Participants Rollover Contributions Sub-Account and then from his Tax-Deferred Contributions Sub-Account.  Loans shall be made to Participants in
accordance with written guidelines which are hereby incorporated into and made a part of the Plan.  To the extent that such written guidelines comply with the requirements of Code Section 72(p), but are inconsistent with the provisions of this
Article, such written guidelines shall be given effect.                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|As collateral for any loan granted hereunder, the Participant shall grant to the Plan a security interest in his vested interest under the Plan equal to the amount of
the loan; provided, however, that in no event may the security interest exceed 50 percent of the Participants vested interest under the Plan determined as of the date as of which the loan is originated in accordance with Plan provisions. 
In the case of a Participant who is an active employee, the Participant also shall enter into an agreement to repay the loan by payroll withholding.  No loan in excess of 50 percent of the Participants vested interest under the Plan shall
be made from the Plan.  Loans shall not be made available to Highly Compensated Employees in an amount greater than the amount made available to other employees.                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|A loan shall not be granted unless the Participant consents to the charging of his Account for unpaid principal and interest amounts in the event the loan is declared to
be in default.  If a Participants Account is subject to the automatic annuity provisions under Article XVI, the Participants spouse must consent in writing to any loan hereunder.  Any spousal consent given
pursuant to this Section must be made within the 90-day period ending on the date the Plan acquires a security interest in the Participants Account, must acknowledge the effect of the loan, and must be witnessed by a Plan representative or a
notary public.  Such spousal consent shall be binding with respect to the consenting spouse and any subsequent spouse with respect to the loan.  A new spousal consent shall be required if the Participants Account is used for security
in any renegotiation, extension, renewal, or other revision of the loan.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Notwithstanding any other provision of the Plan, the amount of a Participants Account that is distributable to the Participant or his Beneficiary under Article
XIII or XV shall be reduced by the portion of his vested interest that is held by the Plan as security for any loan outstanding to the Participant, provided that the reduction is used to repay the loan.  If distribution is made because of the
Participants death prior to the commencement of distribution of his Account and                                                                                                                                                                                                                                                                                                                                                                                                                                                              

35



---

|the Participants vested interest in his Account is payable to more than one individual as Beneficiary, then the balance of the Participants vested interest
in his Account shall be adjusted by reducing the vested account balance by the amount of the security used to repay the loan, as provided in the preceding sentence, prior to determining the amount of the benefit payable to each such
individual.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                  
|12.3                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                  
|Notwithstanding any other provision of the Plan to the contrary, the following terms and conditions shall apply to any loan made to a Participant under this
Article:                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                  
|(a)                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                  
|(b)                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                  
|(c)                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                  
|(d)                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                  

36



---



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Payments resume after the earlier of (a) the date such leave of absence ends or (b) the one-year anniversary of the date such leave began;                                                                                                  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | The period during which payments are suspended does not exceed one year;                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Payments resume in an amount not less than the amount required under the original amortization schedule; and                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The waiver of the amortization schedule does not extend the period of the loan beyond the maximum period permitted under this Article.                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                             
|(e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | If a Participant is absent from employment with any Employer or any Related Company for a period during which he performs services in the uniformed services (as defined
in chapter 45 of title 38 of the United States Code), whether or not such services constitute qualified military service, the suspension of payments shall not be taken into account for purposes of applying either paragraph (c) or paragraph (d) of
this Section provided that all of the following requirements are met:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Payments resume upon completion of such military service;                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Payments resume in an amount not less than the amount required under the original amortization schedule and continue in such amount until the loan is repaid in
full;                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Upon resumption, payments are made no less frequently than required under the original amortization schedule and continue under such schedule until the loan is repaid in
full; and                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The loan is repaid in full, including interest accrued during the period of such military service, no later than the last scheduled repayment date under the original
amortization schedule extended by the period of such military service.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                             
|(f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The loan shall be evidenced by a legally enforceable agreement that demonstrates compliance with the provisions of this section.                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                             
|12.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Administration of Loan Investment Fund                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Upon approval of a loan to a Participant, the Administrator shall direct the Trustee to transfer an amount equal to the loan amount from the Investment Funds in which it
is invested, as directed by the Administrator, to the loan Investment Fund established in the Participants name.  Any loan approved by the Administrator shall be made to the Participant out of the Participants loan Investment
Fund.  All principal and interest paid by the Participant on a loan made under this

37



---

|Article shall be deposited to his Account and shall be allocated upon receipt among the Investment Funds in accordance with the Participants currently effective
investment election.  The balance of the Participants loan Investment Fund shall be decreased by the amount of principal payments and the loan Investment Fund shall be terminated when the loan has been repaid in full                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|If either (1) a Participant fails to make or cause to be made, any payment required under the terms of the loan within 90 days following the date on which such payment
shall become due, unless payment is not made because the Participant is on a leave of absence and the amortization schedule is waived as provided in Section 12.3(d) or (e), or (2) there is an outstanding principal balance existing on a loan after
the last scheduled repayment date (extended as provided in Section 12.3(e), if applicable), the Administrator shall direct the Trustee to declare the loan to be in default, and the entire unpaid balance of such loan, together with accrued interest,
shall be immediately due and payable.  In any such event, if such balance and interest thereon is not then paid, the Trustee shall charge the Account of the borrower with the amount of such balance and interest as of the earliest date a
distribution may be made from the Plan to the borrower without adversely affecting the tax qualification of the Plan or of the cash or deferred arrangement.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|If a Participants loan is in default as provided in Section 12.5, the Participant shall be deemed to have received a taxable distribution in the amount of the
outstanding loan balance as required under Code Section 72(p), whether or not distribution may actually be made from the Plan without adversely affecting the tax qualification of the Plan; provided, however, that the taxable portion of such deemed
distribution shall be reduced in accordance with the provisions of Code Section 72(e) to the extent the deemed distribution is attributable to the Participants After-Tax Contributions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|If a Participant is deemed to have received distribution of an outstanding loan balance hereunder, no further loans may be made to such Participant from his Account
unless either (a) there is a legally enforceable arrangement among the Participant, the Plan, and the Participants employer that repayment of such loan shall be made by payroll withholding or (b) the loan is secured by such additional
collateral consisting of real, personal, or other property satisfactory to the Administrator to provide adequate security for the loan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|With respect to any loan made on or after January 1, 2002, the balance of such loan that is deemed to have been distributed to a Participant hereunder shall cease
to be an outstanding loan for purposes of Code Section 72(p) and a Participant shall not be treated as having received a                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

38



---

|taxable distribution when his Account is offset by such outstanding loan balance as provided in Section 12.5.  Any interest that accrues on a loan after it is
deemed to have been distributed shall not be treated as an additional loan to the Participant and shall not be included in the Participants taxable income as a deemed distribution.  Notwithstanding the foregoing, however, unless a
Participant repays such loan, with interest, the amount of such loan, with interest thereon calculated as provided in the original loan note, shall continue to be considered an outstanding loan for purposes of determining the maximum permissible
amount of any subsequent loan under Section 12.3(b).
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|If a Participant elects to make payments on a loan after it is deemed to have been distributed hereunder, such payments shall be treated as After-Tax Contributions to
the Plan solely for purposes of determining the taxable portion of the Participants Account and shall not be treated as After-Tax Contributions for any other Plan purpose, including application of the limitations on contributions applicable
under Code Sections 401(m) and 415.                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Any loan made hereunder shall be subject to the following rules:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|12.9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Notwithstanding any other provision of this Article to the contrary, any loan made under the provisions of the Plan as in effect prior to this amendment and restatement
shall remain outstanding until repaid in accordance with its terms or the otherwise applicable Plan provisions.                                                                                                                                                                                                                                                                                                                                                                                                                         

39



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ARTICLE XIII WITHDRAWALS WHILE EMPLOYED

|13.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Non-Hardship Withdrawals of After-Tax Contributions                                                                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|A Participant who is employed by an Employer or a Related Company may elect at any time, subject to the limitations and conditions prescribed in this Article, to make a
cash withdrawal or, if the Participants Account is subject to the automatic annuity provisions of Article XVI, a withdrawal through the purchase of a Qualified Joint and Survivor Annuity or a Single Life Annuity as provided in
Article XVI from his After-Tax Contributions Sub-Account.                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|13.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Age 59 1/2 Withdrawals                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|A Participant who is employed by an Employer or a Related Company and who has attained age 59 1/2 may elect, subject to the limitations and conditions prescribed in
this Article, to make a cash withdrawal or, if the Participants Account is subject to the automatic annuity provisions of Article XVI, a withdrawal through the purchase of a Qualified Joint and Survivor Annuity or a Single Life
Annuity as provided in Article XVI from his vested interest in any of the following Sub-Accounts:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | his Tax-Deferred Contributions Sub-Account.                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the portion of his Regular Matching Contributions Sub-Account made prior to July 1, 2002 and transferred to the Plan from the Taco Cabana Retirement Savings Plan.                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|13.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Overall Limitations on Non-Hardship Withdrawals                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|Non-hardship withdrawals made pursuant to this Article shall be subject to the following conditions and limitations:                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | A Participant must apply for a non-hardship withdrawal such number of days prior to the date as of which it is to be effective as the Administrator may prescribe.                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Withdrawals may be made effective as soon as administratively practicable after the Administrators approval of the Participants withdrawal application.                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                    
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | If a Participants Account is subject to the automatic annuity provisions of Article XVI, the Participants spouse must consent to any withdrawal
hereunder, unless the withdrawal is made in the form of a Qualified Joint and Survivor Annuity.

40



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|13.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Hardship Withdrawals                                                                                                                                                                                                                                                                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          
|A Participant who is employed by an Employer or a Related Company and who is determined by the Administrator to have incurred a hardship in accordance with the
provisions of this Article may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal or, if the Participants Account is subject to the automatic annuity provisions of
Article XVI, a withdrawal through the purchase of a Qualified Joint and Survivor Annuity or a Single Life Annuity as provided in Article XVI from his vested interest in any of the following Sub-Accounts:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | his Tax-Deferred Contributions Sub-Account, excluding any income credited to such Sub-Account after December 31, 1988.                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | his Regular Matching Contributions Sub-Account.                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          
|13.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Hardship Determination                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          
|The Administrator shall grant a hardship withdrawal only if it determines that the withdrawal is necessary to meet an immediate and heavy financial need of the
Participant.  An immediate and heavy financial need of the Participant means a financial need on account of:                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | expenses previously incurred by or necessary to obtain for the Participant, the Participants spouse, or any dependent of the Participant (as defined in Section 152 of the Code)
medical care described in Section 213(d) of the Code;                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | payment of tuition, related educational fees, and room and board expenses for the next 12 months of post-secondary education for the Participant, the Participants spouse, or
any dependent of the Participant;                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          
|(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the need to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participants principal residence; or                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                          
|(e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | with respect only to hardship withdrawals from a Participants Regular Matching Contributions Sub-Account, such other facts and circumstances that the Administrator determines,
based on uniform and non-discriminatory criteria, adversely effect the Participants financial security.

41



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|13.6                                                                                                                                                                                                                                                                                | Satisfaction of Necessity Requirement for Hardship Withdrawals                                                                                                                     
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                    
|A withdrawal from a Participants Tax-Deferred Contributions Sub-Account shall be deemed to be necessary to satisfy an immediate and heavy financial need of a
Participant only if the Participant satisfies one of the following sets of conditions as elected by the Participant:
|                                                                                                                                                                                                                                                                                   
|(a)                                                                                                                                                                                                                                                                                 | The Participant represents, and the Administrator has no actual knowledge to the contrary, that the need cannot be relieved                                                        
|                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                    | (i)                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                    | (iii)                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                    | (iv)                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                    | For purposes of the foregoing, a Participants resources shall be deemed to include those assets of his spouse and minor children that are reasonably available to
the Participant.
|                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                    
|(b)                                                                                                                                                                                                                                                                                 | The Participant satisfies all of the following requirements:                                                                                                                       
|                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                    | (i)                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                    | (ii)                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                    | (iii)                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                    | (iv)                                                                                                                                                                               

42



---

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | A Participant shall not fail to be treated as an Eligible Employee for purposes of applying the limitations contained in Article VII of the Plan merely because his
Tax-Deferred Contributions are suspended in accordance with this Section.      
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    
|13.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Conditions and Limitations on Hardship Withdrawals                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    
|Hardship withdrawals made pursuant to this Article shall be subject to the following conditions and limitations:                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | A Participant must apply for a hardship withdrawal such number of days prior to the date as of which it is to be effective as the Administrator may prescribe.                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Hardship withdrawals may be made effective as soon as administratively practicable after the Administrators approval of the Participants withdrawal
application.                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | The amount of a hardship withdrawal may include any amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from
the distribution.                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    
|(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | If a Participants Account is subject to the automatic annuity provisions of Article XVI, the Participants spouse must consent to any withdrawal
hereunder, unless the withdrawal is made in the form of a Qualified Joint and Survivor Annuity.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    
|13.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Order of Withdrawal from a Participants Sub-Accounts                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                    
|Distribution of a withdrawal amount shall be made from a Participants Sub-Accounts, to the extent necessary, in the order prescribed by the Administrator, which
order shall be uniform with respect to all Participants and non-discriminatory.  If the Sub-Account from which a Participant is receiving a withdrawal is invested in more than one Investment Fund, the withdrawal shall be charged against the
Investment Funds as directed by the Administrator.

43



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ARTICLE XIV TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

|14.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Termination of Employment and Settlement Date                                                                                                                                
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                              
|A Participants Settlement Date shall occur on the date he terminates employment with the Employers and all Related Companies because of death, disability,
retirement, or other termination of employment.  Written notice of a Participants Settlement Date shall be given by the Administrator to the Trustee.                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                              
|14.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Separate Accounting for Non-Vested Amou
nts                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                              
|If as of a Participants Settlement Date the Participants vested interest in his Employer Contributions Sub-Account is less than 100 percent, that portion of
his Employer Contributions Sub-Account that is not vested shall be accounted for separately from the vested portion and shall be disposed of as provided in the following Section.  If prior to such Settlement Date the Participant received a
distribution under the Plan, his vested interest in his Employer Contributions Sub-Account shall be an amount (X) determined by the following formula:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | X = P(AB + D) - D                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | For purposes of the formula                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | P                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | AB                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | D                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                              
|14.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Disposition of Non-Vested Amo
unts                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                              
|That portion of a Participants Employer Contributions Sub-Account that is not vested upon the occurrence of his Settlement Date shall be disposed of as
follows:                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                              
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | If the Participant has no vested interest in his Account upon the occurrence of his Settlement Date or his vested interest in his Account as of the date of distribution
does

44



---

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | not exceed $5,000 resulting in the distribution or deemed distribution to the Participant of his entire vested interest in his Account, the non-vested balance remaining in the
Participants Employer Contributions Sub-Account shall be forfeited and his Account closed as of the date the Participant first incurs a one-year Break in Service following (i) the Participants Settlement Date, if the Participant has
no vested interest in his Account and is therefore deemed to have received distribution on that date, or (ii) the date actual distribution is made to the Participant.                                                                                                                                             
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | If the Participants vested interest in his Account exceeds $5,000 and the Participant is eligible for and consents in writing to a single sum payment of his vested interest in
his Account, the non-vested balance remaining in the Participants Employer Contributions Sub-Account shall be forfeited and his Account closed as of the date the Participant first incurs a one-year Break in Service following his receipt of the
single sum payment, provided that such distribution is made because of the Participants Settlement Date.  A distribution is deemed to be made because of a Participants Settlement Date if it occurs prior to the end of the second Plan
Year beginning on or after the Participants Settlement Date.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | If neither paragraph (a) nor paragraph (b) is applicable, the non-vested balance remaining in the Participants Employer Contributions Sub-Account shall continue to be held in
such Sub-Account and shall not be forfeited until the date the Participant incurs five consecutive Breaks in Service.                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|14.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Treatment of Forfeited Amounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Whenever the non-vested balance of a Participants Employer Contributions Sub-Account is forfeited during a Plan Year in accordance with the provisions of the
preceding Section, the amount of such forfeiture shall be applied against the Employer Contribution obligations for any subsequent Contribution Period of the Employer for which the Participant last performed services as an Employee. 
Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Contribution Period with respect to any Employer exceed the amount of such Employers Employer Contribution obligation for the Contribution Period, the
excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to the Employer and shall be applied against the Employers Employer Contribution obligations for the following Contribution
Period.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|14.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Recrediting of Forfeited Amounts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|A former Participant who forfeited the non-vested portion of his Employer Contributions Sub-Account in accordance with the provisions of paragraph (a) or (b) of Section
14.3 and who is reemployed by an Employer or a Related Company shall have such forfeited amounts recredited to a new Account in his name, without adjustment for interim gains or losses experienced by the Trust, if he returns to employment with an
Employer or a Related Company before he incurs five                                                                                                                                                                                                                                                                                                                                                                                                                       

45



---

|consecutive Breaks in Service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Account.  Funds
needed in any Plan Year to recredit the Account of a Participant with the amounts of prior forfeitures in accordance with the preceding sentence shall come first from forfeitures that arise during such Plan Year, and then from Trust income earned in
such Plan Year, to the extent that it has not yet been allocated among Participants Accounts as provided in Article XI, with each Trust Fund being charged with the amount of such income proportionately, unless his Employer chooses to make an
additional Employer Contribution, and shall finally be provided by his Employer by way of a separate Employer Contribution.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|A former Participant who received an actual distribution and who returns to employment within the time period described above may elect to repay to the Plan the full
amount of such distribution that is attributable to Employer Contributions before the earlier of (i) the end of the five-year period beginning on the date he is reemployed or (ii) the date he incurs five consecutive Breaks in Service
commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Account.                                                                                                                                                                                                                                                              

46



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ARTICLE XV DISTRIBUTIONS

|15.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Distributions to Participants                                                                                                                                                                                                            
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                          
|A Participant whose Settlement Date occurs shall receive distribution of his vested interest in his Account in the form provided under Article XVI beginning as soon as
reasonably practicable following his Settlement Date or the date his application for distribution is filed with the Administrator, if later.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                          
|15.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Partial Distributions to
Retired or Terminated Participants                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                          
|A Participant whose Settlement Date has occurred, but who has not reached his Required Beginning Date may elect to receive partial distribution of any portion of his
Account at any time prior to his Required Beginning Date in the form provided in Article XVI.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                          
|15.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Distributions to Beneficiaries                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|If a Participant dies prior to his Benefit Payment Date, his Beneficiary shall receive distribution of the Participants vested interest in his Account in the form
provided under Article XVI beginning as soon as reasonably practicable following the date the Beneficiarys application for distribution is filed with the Administrator.  Unless distribution is to be made over the life or over a period
certain not greater than the life expectancy of the Beneficiary, distribution of the Participants entire vested interest shall be made to the Beneficiary no later than the end of the fifth calendar year beginning after the Participants
death.  If distribution is to be made over the life or over a period certain no greater than the life expectancy of the Beneficiary, distribution shall commence no later than:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                          
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | If the Beneficiary is not the Participants spouse, the end of the first calendar year beginning after the Participants death; or                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                          
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | If the Beneficiary is the Participants spouse, the later of (i) the end of the first calendar year beginning after the Participants death or (ii) the end of the
calendar year in which the Participant would have attained age 70 1/2.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                          
|If distribution is to be made to a Participants spouse, it shall be made available within a reasonable period of time after the Participants death that is no
less favorable than the period of time applicable to other distributions.  If a Participant dies after the date distribution of his vested interest in his Account begins under this Article, but before his entire vested interest in his Account
is distributed, his Beneficiary shall receive distribution of the remainder of the Participants vested interest in his Account beginning as soon as reasonably practicable following                                                                                                                                                                                                                                     

47



---

|the Participants date of death in a form that provides for distribution at least as rapidly as under the form in which the Participant was receiving
distribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Notwithstanding any other provision of the Plan to the contrary, if a Participants vested interest in his Account does not exceed $5,000, distribution of such
vested interest shall be made to the Participant in a single sum payment or through a direct rollover, as described in Article XVI, as soon as reasonably practicable following his Settlement Date.  If a Participant has no vested interest in his
Account on his Settlement Date, he shall be deemed to have received distribution of such vested interest on his Settlement Date.                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|If a Participants vested interest in his Account exceeds $5,000, distribution shall not commence to such Participant prior to his Normal Retirement Date without
the Participants written consent and, if the Participant is married and his Account is subject to the automatic annuity provisions of Article XVI, the written consent of his spouse.  Notwithstanding the foregoing, spousal
consent shall not be required if distribution is made through the purchase of a Qualified Joint and Survivor Annuity or the spouse cannot be located or spousal consent cannot be obtained for other reasons set forth in Code Section 401(a)(11) and
regulations issued thereunder.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|If a Participants Account is subject to the automatic annuity provisions of Article XVI, the Participants vested interest in his Account
shall be deemed to exceed $5,000 if the Participants Benefit Payment Date has occurred with respect to amounts currently held in his Account and as of such Benefit Payment Date his vested interest in his Account exceeded $5,000.                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|15.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Notwithstanding any other provision of the Plan to the contrary, distribution of a Participants vested interest in his Account shall commence to the Participant no
later than the earlier of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Distributions required to commence under this Section shall be made in the form provided under Article XVI and in accordance with Code Section 401(a)(9) and regulations
issued thereunder, including the minimum distribution incidental benefit requirements.                                                                                                                                                                                                                                                                                                                                                                                                                        

48



---

|15.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Transition Rules for Required Commencement of Distribution
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                           
|A Participant who is receiving required distributions under the Plan pursuant to the provisions of Code Section 401(a)(9) as in effect prior to January 1, 1997, and
whose Settlement Date has not occurred shall continue to receive distributions hereunder in accordance with the provisions of the Plan in effect prior to January 1, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                           
|15.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Reemployment of a Participant                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                           
|If a Participant whose Settlement Date has occurred is reemployed by an Employer or a Related Company, he shall lose his right to any distribution or further
distributions from the Trust arising from his prior Settlement Date and his interest in the Trust shall thereafter be treated in the same manner as that of any other Participant whose Settlement Date has not occurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                           
|15.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Restrictions on Alienation                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                           
|Except as provided in Code Section 401(a)(13) (relating to qualified domestic relations orders), Code Section 401(a)(13)(C) and (D) (relating to offsets ordered or
required under a criminal conviction involving the Plan, a civil judgment in connection with a violation or alleged violation of fiduciary responsibilities under ERISA, or a settlement agreement between the Participant and the Department of Labor in
connection with a violation or alleged violation of fiduciary responsibilities under ERISA),  Section 1.401(a)-13(b)(2) of Treasury regulations (relating to Federal tax levies and judgments), or as otherwise required by law, no benefit under
the Plan at any time shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process; and no person shall have power in any manner to
anticipate, transfer, assign (either at law or in equity), alienate or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt
to do so shall be void.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                           
|15.9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Facility of Payment                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                           
|If the Administrator finds that any individual to whom an amount is payable hereunder is incapable of attending to his financial affairs because of any mental or
physical condition, including the infirmities of advanced age, such amount (unless prior claim therefore shall have been made by a duly qualified guardian or other legal representative) may, in the discretion of the Administrator, be paid to another
person for the use or benefit of the individual found incapable of attending to his financial affairs or in satisfaction of legal obligations incurred by or on behalf of such individual.  The Trustee shall make such payment only upon receipt of
written instructions to such effect from the Administrator.  Any such payment shall be charged to the Account from which any such payment would otherwise have been paid to the individual found incapable of attending to his financial affairs and
shall be a complete discharge of any liability therefore under the Plan.                                                                                                                                                                                                             

49



---

|15.10                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Inability to Locate Payee                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                             
|If any benefit becomes payable to any person, or to the executor or administrator of any deceased person, and if that person or his executor or administrator does not
present himself to the Administrator within a reasonable period after the Administrator mails written notice of his eligibility to receive a distribution hereunder to his last known address and makes such other diligent effort to locate the person
as the Administrator determines, that benefit will be forfeited.  However, if the payee later files a claim for that benefit, the benefit will be restored.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                             
|15.11                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Distribution
Pursuant to Qualified Domestic Relations Orders
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                             
|Notwithstanding any other provision of the Plan to the contrary, if a qualified domestic relations order so provides, distribution may be made to an alternate payee
pursuant to a qualified domestic relations order, as defined in Code Section 414(p), regardless of whether the Participants Settlement Date has occurred or whether the Participant is otherwise entitled to receive a distribution under the
Plan.                                                                                                                                                                 

50



---

ARTICLE XVI FORM OF PAYMENT

|16.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Definitions
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |            
|For purposes of this Article, the following terms have the following meanings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|The automatic annuity form means the form of annuity that will be purchased on behalf of a Participant who has elected to receive distribution through
the purchase of an annuity contract that provides for payment over his life (or whose Account includes assets transferred directly from a plan subject to Code Section 417) unless the Participant elects another form of annuity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|A qualified election means an election that is made during the qualified election period.  A qualified election of a form of payment
other than a Qualified Joint and Survivor Annuity or designating a Beneficiary other than the Participants spouse to receive amounts otherwise payable as a Qualified Preretirement Survivor Annuity must include the written consent of the
Participants spouse, if any.  A Participants spouse will be deemed to have given written consent to the Participants election if the Participant establishes to the satisfaction of a Plan representative that spousal consent
cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Code Section 401(a)(11) and regulations issued thereunder.  The spouses written consent must acknowledge the effect of the
Participants election and must be witnessed by a Plan representative or a notary public.  In addition, the spouses written consent must either (i)  specify the form of payment selected instead of a Qualified Joint and Survivor
Annuity, if applicable, and that such form may not be changed (except to a Qualified Joint and Survivor Annuity) without written spousal consent and specify any non-spouse Beneficiary designated by the Participant, if applicable, and that such
Beneficiary may not be changed without written spousal consent or (ii) acknowledge that the spouse has the right to limit consent as provided in clause (i), but permit the Participant to change the form of payment selected or the designated
Beneficiary without the spouses further consent.  Any written consent given or deemed to have been given by a Participants spouse hereunder shall be irrevocable and shall be effective only with respect to such spouse and not with
respect to any subsequent spouse.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|The qualified election period with respect to the automatic annuity form means the 90 day period ending on a Participants Benefit
Payment Date.  The qualified election period with respect to a Qualified Preretirement Survivor Annuity means the period beginning on the later of (i) the date his Account becomes subject to the automatic annuity provisions of
this Article or (ii) the first day of the Plan Year in which the Participant attains age 35 or, if he terminates employment prior to such date, the day he terminates employment with his Employer and all Related Companies.  A Participant whose
employment has not terminated may make a qualified election designating a Beneficiary other than his spouse prior to the Plan Year in which he                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

51



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|attains age 35; provided, however, that such election shall cease to be effective as of the first day of the Plan Year in which the Participant attains age
35.                                                                                                                                                           
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                          
|16.2                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                          
|Subject to the Qualified Preretirement Survivor Annuity requirements described in this Article, unless a Participant, or his Beneficiary, if the Participant has died,
elects an optional form of payment, distribution shall be made to the Participant, or his Beneficiary, as the case may be, in a single sum payment.
|                                                                                                                                                                                                                                                                                                                          
|16.3                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                          
|A Participant, or his Beneficiary, as the case may be, may elect to receive distribution of all or a portion of his Account in one of the following optional forms of
payment:                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                          
|(a)                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                          
|(b)                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                          
|16.4                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                          
|Subject to the automatic annuity requirements of this Article, a Participant or Beneficiary who has elected an optional form of payment may revoke or change his election
at any time prior to his Benefit Payment Date by filing his election with the Administrator in the form prescribed by the Administrator.        

52



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|16.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Automatic Annuity Requirements                                                                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                  
|If a Participant elects to receive distribution through the purchase of an annuity contract that provides for payment over his life (or his Account includes assets
transferred directly from a plan subject to Code Section 417), distribution shall be made to such Participant through the purchase of an annuity contract that provides for payment in one of the following automatic annuity forms, unless
the Participant elects a different type of annuity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The automatic annuity form for a Participant who is married on his Benefit Payment Date is the 50 percent Qualified Joint and Survivor Annuity.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                  
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The automatic annuity form for a Participant who is not married on his Benefit Payment Date is the Single Life Annuity.                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                  
|A Participants election of an annuity other than the automatic annuity form shall not be effective unless it is a qualified election;
provided, however, that spousal consent shall not be required if the form of payment elected by the Participant is a Qualified Joint and Survivor Annuity.  A Participant who has elected to receive distribution through the purchase of an annuity
contract that provides for payment over his life (or whose Account includes assets transferred directly from a plan subject to Code Section 417) may only change his election of a form of payment pursuant to a qualified election;
provided, however, that spousal consent shall not be required if the form of payment elected by the Participant is a Qualified Joint and Survivor Annuity.                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                  
|16.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Qualified Preretirement Survivor Annuity Requirements                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                  
|If a married Participant who elects to receive distribution through the purchase of an annuity contract that provides for payment over his life (or whose Account
includes assets transferred directly from a plan subject to Code Section 417) dies before his Benefit Payment Date, his spouse shall receive distribution of the value of the Participants vested interest in his Account through the purchase of
an annuity contract that provides for payment over the life of the Participants spouse.  A Participants spouse may elect to receive distribution under any one of the other forms of payment available under this Article instead of in
the Qualified Preretirement Survivor Annuity form.  A married Participant who has elected to receive distribution through the purchase of an annuity contract that provides for payment over his life (or whose Account includes assets transferred
directly from a plan subject to Code Section 417) may only designate a non-spouse Beneficiary to receive distribution of his Account pursuant to a qualified election.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                  
|16.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Direct Rollover                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                  
|Notwithstanding any other provision of the Plan to the contrary, in lieu of receiving distribution in a form of payment provided under this Article, a qualified
distributee may elect in writing, in accordance with rules prescribed by the Administrator, to have a portion or all of any eligible                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

53



---

|rollover distribution paid directly by the Plan to the eligible retirement plan designated by the qualified distributee.  Any such
payment by the Plan to another eligible retirement plan shall be a direct rollover.                                                                                                                                                                             
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                          
|Notwithstanding the foregoing, a qualified distributee may not elect a direct rollover with respect to an eligible rollover distribution if the
total value of such distribution is less than $200 or with respect to a portion of an eligible rollover distribution if the value of such portion is less than $500.  For purposes of this Section, the following terms have the
following meanings:
|                                                                                                                                                                                                                                                                                                                                                                                                          
|(a)                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                          
|(b)                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                          
|(c)                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                          
|16.8                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                          
|The Administrator shall provide each Participant with a written explanation of his right to defer distribution until, or such later date as may be provided in the Plan,
his right to make a direct                                                                                                                                                                                                       

54



---

|rollover, and the forms of payment available under the Plan, including a written explanation of (i) the terms and conditions of the automatic annuity
form applicable if the Participant elects to receive distribution through the purchase of an annuity that provides for payment over his life (or if his Account includes assets transferred directly from a plan subject to Code Section 417),
(ii) the Participants right to choose a form of payment other than the automatic annuity form or to revoke such choice, and (iii) the rights of the Participants spouse.  The Administrator shall provide such
explanation within the 60 day period ending 30 days before the Participants Benefit Payment Date.  Notwithstanding the foregoing, distribution of the Participants Account may commence fewer than 30 days after such explanation is
provided to the Participant if (i) the Administrator clearly informs the Participant of his right to consider his election of whether or not to make a direct rollover or to receive a distribution prior to and his election of a form of payment
for a period of at least 30 days following his receipt of the explanation, (ii) the Participant, after receiving the explanation, affirmatively elects an early distribution with his spouses written consent, if necessary, and, if the
Participant has elected distribution through the purchase of an annuity contract that provides for payment over his life (or his Account includes assets transferred directly from a plan subject to Code Section 417), (iii) the Participant may
revoke his election at any time prior to the later of his Benefit Payment Date or the expiration of the seven-day period beginning the day after the date the explanation is provided to him, and (iv) distribution does not commence to the Participant
before such revocation period ends.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|In addition, the Administrator shall provide a Participant who has elected distribution through the purchase of an annuity that provides for payment over his life (or
whose Account includes assets transferred directly from a plan subject to Code Section 417) with a written explanation of (i) the terms and conditions of the Qualified Preretirement Survivor Annuity, (ii) the Participants right to
designate a non-spouse Beneficiary to receive distribution of his Account otherwise payable as a Qualified Preretirement Survivor Annuity or to revoke such designation, and (iii) the rights of the Participants spouse.  The
Administrator shall provide such explanation within one of the following periods, whichever ends last:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|provided, however, that in the case of a Participant who separates from service prior to attaining age 35, the explanation shall be provided to such Participant within
the period beginning 12                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

55



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|calendar months before the Participants separation from service and ending 12 calendar months after his separation from service.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|16.9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|If a Participant is reemployed by an Employer or a Related Company prior to receiving distribution of the entire balance of his vested interest in his Account, his prior
election of a form of payment hereunder shall become ineffective.  Notwithstanding the foregoing, if a Participant had elected to receive distribution through the purchase of an annuity contract that provides for payment over his life, the
automatic annuity and Qualified Preretirement Survivor Annuity requirements described in this Article shall continue to apply to his entire Account.

56



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ARTICLE XVII BENEFICIARIES

|17.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Designation of Beneficiary  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                             
|An unmarried Participants Beneficiary shall be the person or persons designated by such Participant in accordance with rules prescribed by the Administrator. 
A married Participants Beneficiary shall be his spouse, unless the Participant designates a person or persons other than his spouse as Beneficiary with his spouses written consent.  For purposes of this Section, a Participant shall
be treated as unmarried and spousal consent shall not be required if the Participant is not married on his Benefit Payment Date.  A Participants designation of a Beneficiary shall be subject to the Qualified Preretirement Survivor Annuity
provisions of Article XVI.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|If no Beneficiary has been designated pursuant to the provisions of this Section, or if no Beneficiary survives the Participant and he has no surviving spouse, then the
Beneficiary under the Plan shall be the deceased Participants surviving children in equal shares or, if there are no surviving children, the Participants estate.  If a Beneficiary dies after becoming entitled to receive a
distribution under the Plan but before distribution is made to him in full, and if the Participant has not designated another Beneficiary to receive the balance of the distribution in that event, the estate of the deceased Beneficiary shall be the
Beneficiary as to the balance of the distribution.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                             
|17.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Spousal Consent Requirements
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                             
|Any written spousal consent given pursuant to this Article must acknowledge the effect of the action taken and must be witnessed by a Plan representative or a notary
public.  In addition, the spouses written consent must either (i) specify any non-spouse Beneficiary designated by the Participant and that such Beneficiary may not be changed without written spousal consent or (ii) acknowledge
that the spouse has the right to limit consent to a specific Beneficiary, but permit the Participant to change the designated Beneficiary without the spouses further consent.  A Participants spouse will be deemed to have given
written consent to the Participants designation of Beneficiary if the Participant establishes to the satisfaction of a Plan representative that such consent cannot be obtained because the spouse cannot be located or because of other
circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder.  Any written consent given or deemed to have been given by a Participants spouse hereunder shall be valid only with respect to the spouse who
signs the consent.

57



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ARTICLE XVIII ADMINISTRATION

|18.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Authority of the Sponsor                                                                                                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                     
|The Sponsor, which shall be the administrator for purposes of ERISA and the plan administrator for purposes of the Code, shall be responsible for the administration of
the Plan and, in addition to the powers and authorities expressly conferred upon it in the Plan, shall have all such powers and authorities as may be necessary to carry out the provisions of the Plan, including the power and authority to interpret
and construe the provisions of the Plan, to make benefit determinations, and to resolve any disputes which arise under the Plan.  The Sponsor may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist in
carrying out its duties hereunder.  The Sponsor shall be a named fiduciary as that term is defined in ERISA Section 402(a)(2).  The Sponsor, by action of its board of directors, may:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                     
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | allocate any of the powers, authority, or responsibilities for the operation and administration of the Plan (other than trustee responsibilities as defined in ERISA Section
405(c)(3)) among named fiduciaries; and
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                     
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | designate a person or persons other than a named fiduciary to carry out any of such powers, authority, or responsibilities;                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                     
|except that no allocation by the Sponsor of, or designation by the Sponsor with respect to, any of such powers, authority, or responsibilities to another named fiduciary
or a person other than a named fiduciary shall become effective unless such allocation or designation shall first be accepted by such named fiduciary or other person in a writing signed by it and delivered to the Sponsor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                     
|18.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Discretionary Authority                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                     
|In carrying out its duties under the Plan, including making benefit determinations, interpreting or construing the provisions of the Plan, and resolving disputes, the
Sponsor (or any individual to whom authority has been delegated in accordance with Section 18.1) shall have absolute discretionary authority.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                     
|18.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Action of the Sponsor                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                     
|Any act authorized, permitted, or required to be taken under the Plan by the Sponsor and which has not been delegated in accordance with Section 18.1, may be taken by a
majority of the members of the board of directors of the Sponsor, either by vote at a meeting, or in writing without a meeting, or by the employee or employees of the Sponsor designated by the board of directors to carry out such acts on behalf of
the Sponsor.  All notices, advice, directions,                                                                                                                                                                                                                                                                                                                                                                                             

58



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|certifications, approvals, and instructions required or authorized to be given by the Sponsor as under the Plan shall be in writing and signed by either (i) a
majority of the members of the Sponsors board of directors or by such member or members as may be designated by an instrument in writing, signed by all the members thereof, as having authority to execute such documents on its behalf, or (ii)
the employee or employees authorized to act for the Sponsor in accordance with the provisions of this Section.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|18.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Whenever a claim for benefits under the Plan filed by any person (herein referred to as the Claimant) is denied, whether in whole or in part, the Sponsor
shall transmit a written notice of such decision to the Claimant within 90 days of the date the claim was filed or, if special circumstances require an extension, within 180 days of such date, which notice shall be written in a manner
calculated to be understood by the Claimant and shall contain a statement of (i) the specific reasons for the denial of the claim, (ii) specific reference to pertinent Plan provisions on which the denial is based, (iii) a description
of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such information is necessary, (iv) that the Claimant is entitled to receive, upon request and free of charge, reasonable access
to, and copies of, all documents, (v) records and other information relevant to the Claimants claim, a description of the review procedures and in the event of an adverse review decision, a statement describing any voluntary review
procedures and the Claimants right to obtain copies of such procedures, and (vi) a statement that there is no further administrative review following the initial review, and that the Claimant has a right to bring a civil action under
ERISA Section 502(a) if the Sponsors decision on review is adverse to the Claimant.  The notice shall also include a statement advising the Claimant that, within 60 days of the date on which he receives such notice, he may obtain review
of such decision in accordance with the procedures hereinafter set forth.  Within such 60-day period, the Claimant or his authorized representative may request that the claim denial be reviewed by filing with the Sponsor a written request
therefore, which request shall contain the following information:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

59



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|(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any written material (offered as exhibits) which the Claimant desires the Sponsor to examine in its consideration of his position as stated pursuant to paragraph (c) of this
Section.
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                       
|Within 60 days of the date determined pursuant to paragraph (a) of this Section or, if special circumstances require an extension, within 120 days of such date, the
Sponsor shall conduct a full and fair review of the decision denying the Claimants claim for benefits and shall render its written decision on review to the Claimant.  The Sponsors decision on review shall be written in a manner
calculated to be understood by the Claimant and shall specify the reasons and Plan provisions upon which the Sponsors decision was based.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Notwithstanding the foregoing, special procedures apply for processing claims and reviewing prior claim determinations if a Claimants claim for benefits is
contingent upon a determination as to whether a Participant is Disabled under the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                       
|18.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Qualified Domestic Re
lations Orders                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                       
|The Sponsor shall establish reasonable procedures to determine the status of domestic relations orders and to administer distributions under domestic relations orders
which are deemed to be qualified orders.  Such procedures shall be in writing and shall comply with the provisions of Code Section 414(p) and regulations issued thereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                       
|18.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Indemnification                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                       
|In addition to whatever rights of indemnification the Trustee or the members of the Sponsors board of directors or any employee or employees of the Sponsor to whom
any power, authority, or responsibility is delegated pursuant to Section 18.3, may be entitled under the articles of incorporation or regulations of the Sponsor, under any provision of law, or under any other agreement, the Sponsor shall satisfy any
liability actually and reasonably incurred by any such person or persons, including expenses, attorneys fees, judgments, fines, and amounts paid in settlement (other than amounts paid in settlement not approved by the Sponsor), in connection
with any threatened, pending or completed action, suit, or proceeding which is related to the exercising or failure to exercise by such person or persons of any of the powers, authority, responsibilities, or discretion as provided under the Plan, or
reasonably believed by such person or persons to be provided hereunder, and any action taken by such person or persons in connection therewith, unless the same is judicially determined to be the result of such person or persons gross
negligence or willful misconduct.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                       
|18.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Actions Binding                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                       
|Subject to the provisions of Section 18.4, any action taken by the Sponsor which is authorized, permitted, or required under the Plan shall be final and binding upon the
Employers, the Trustee,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

60



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|all persons who have or who claim an interest under the Plan, and all third parties dealing with the Employers or the Trustee.
|------------------------------------------------------------------------------------------------------------------------------

61



---

ARTICLE XIX AMENDMENT AND TERMINATION

|19.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Amendment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Subject to the provisions of Section 19.2, the Sponsor may at any time and from time to time, by action of its board of directors, or such officers of the Sponsor as are
authorized by its board of directors, amend the Plan, either prospectively or retroactively.  Any such amendment shall be by written instrument executed by the Sponsor.                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|19.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Limitation on Amendment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|The Sponsor shall make no amendment to the Plan which shall decrease the accrued benefit of any Participant or Beneficiary, except that nothing contained herein shall
restrict the right to amend the provisions of the Plan relating to the administration of the Plan and Trust.  Moreover, no such amendment shall be made hereunder which shall permit any part of the Trust to revert to an Employer or any Related
Company or be used or be diverted to purposes other than the exclusive benefit of Participants and Beneficiaries.  The Sponsor shall make no retroactive amendment to the Plan unless such amendment satisfies the requirements of Code Section
401(b) and/or Section 1.401(a)(4)-11(g) of the Treasury regulations, as applicable.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|19.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Termination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|The Sponsor reserves the right, by action of its board of directors, to terminate the Plan as to all Employers at any time (the effective date of such termination being
hereinafter referred to as the termination date).  Upon any such termination of the Plan, the following actions shall be taken for the benefit of Participants and Beneficiaries:                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | As of the termination date, each Investment Fund shall be valued and all Accounts and Sub-Accounts shall be adjusted in the manner provided in Article XI, with any unallocated
contributions or forfeitures being allocated as of the termination date in the manner otherwise provided in the Plan.  The termination date shall become a Valuation Date for purposes of Article XI.  In determining the net worth of the
Trust, there shall be included as a liability such amounts as shall be necessary to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the property of the Trust, as well as other expenses,
whether or not accrued, and shall include as an asset all accrued income.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | All Accounts shall then be disposed of to or for the benefit of each Participant or Beneficiary in accordance with the provisions of Article XV as if the termination date were his
Settlement Date; provided, however, that notwithstanding the provisions of Article XV, if the Plan does not offer an annuity option and if neither his Employer nor a                                                                                                                                                                                                                                                                                                                                                                                              

62



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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Related Company establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)), the Participants
written consent to the commencement of distribution shall not be required regardless of the value of the vested portions of his Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Notwithstanding the provisions of paragraph (b) of this Section, no distribution shall be made to a Participant of any portion of the balance of his Tax-Deferred Contributions
Sub-Account prior to his separation from service (other than a distribution made in accordance with Article XIII or required in accordance with Code Section 401(a)(9)) unless (i) neither his Employer nor a Related Company establishes or
maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7), a tax credit employee stock ownership plan as defined in Code Section 409, or a simplified employee pension as defined in
Code Section 408(k)) either at the time the Plan is terminated or at any time during the period ending 12 months after distribution of all assets from the Plan; provided, however, that this provision shall not apply if fewer than two percent of the
Eligible Employees under the Plan were eligible to participate at any time in such other defined contribution plan during the 24-month period beginning 12 months before the Plan termination, and (ii) the distribution Participant receives is a
lump sum distribution as defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), and (IV) of sub-paragraph (D)(i) thereof.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination, the vested interest of each Participant and Beneficiary in his Employer
Contributions Sub-Account shall be 100 percent; and, if there is a partial termination of the Plan, the vested interest of each Participant and Beneficiary who is affected by the partial termination in his Employer Contributions Sub-Account shall be
100 percent.  For purposes of the preceding sentence only, the Plan shall be deemed to terminate automatically if there shall be a complete discontinuance of contributions hereunder by all Employers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|19.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Reorganization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|The merger, consolidation, or liquidation of any Employer with or into any other Employer or a Related Company shall not constitute a termination of the Plan as to such
Employer.  If an Employer disposes of substantially all of the assets used by the Employer in a trade or business or disposes of a subsidiary and in connection therewith one or more Participants terminates employment but continues in employment
with the purchaser of the assets or with such subsidiary, no distribution from the Plan shall be made to any such Participant from his Tax-Deferred Contributions Sub-Account prior to his separation from service (other than a distribution made in
accordance with Article XIII or required in accordance with Code Section 401(a)(9)), except that a distribution shall be permitted to be made in such a case, subject to the Participants consent (to the extent required by law), if (i) the
distribution would constitute a lump sum distribution as defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), or (IV) of sub-paragraph (D)(i) thereof, (ii) the Employer continues to maintain the
Plan

63



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|after the disposition, (iii) the purchaser does not maintain the Plan after the disposition, and (iv) the distribution is made by the end of the second
calendar year after the calendar year in which the disposition occurred.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|19.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|An Employer other than the Sponsor may withdraw from the Plan at any time upon notice in writing to the Administrator (the effective date of such withdrawal being
hereinafter referred to as the withdrawal date), and shall thereupon cease to be an Employer for all purposes of the Plan.  An Employer shall be deemed automatically to withdraw from the Plan in the event of its complete
discontinuance of contributions, or, subject to Section 19.4 and unless the Sponsor otherwise directs, it ceases to be a Related Company of the Sponsor or any other Employer.  Upon the withdrawal of an Employer, the withdrawing Employer shall
determine whether a partial termination has occurred with respect to its Employees.  In the event that the withdrawing Employer determines a partial termination has occurred, the action specified in Section 19.3 shall be taken as of the
withdrawal date, as on a termination of the Plan, but with respect only to Participants who are employed solely by the withdrawing Employer, and who, upon such withdrawal, are neither transferred to nor continued in employment with any other
Employer or a Related Company.  The interest of any Participant employed by the withdrawing Employer who is transferred to or continues in employment with any other Employer or a Related Company, and the interest of any Participant employed
solely by an Employer or a Related Company other than the withdrawing Employer, shall remain unaffected by such withdrawal; no adjustment to his Accounts shall be made by reason of the withdrawal; and he shall continue as a Participant hereunder
subject to the remaining provisions of the Plan.

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ARTICLE XX ADOPTION BY OTHER ENTITIES

|20.1                                                                                                                                                                                                                                                                                                                                                             | Adoption by Related Companies
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------
|                                                                                                                                                                                                                                                                                                                                                                 |                              
|A Related Company that is not an Employer may, with the consent of the Sponsor, adopt the Plan and become an Employer hereunder by causing an appropriate written
instrument evidencing such adoption to be executed in accordance with the requirements of its organizational authority.  Any such instrument shall specify the effective date of the adoption.
|                                                                                                                                                                                                                                                                                                                                                                 |                              
|20.2                                                                                                                                                                                                                                                                                                                                                             | Effective Plan Provisions    
|                                                                                                                                                                                                                                                                                                                                                                 |                              
|An Employer who adopts the Plan shall be bound by the provisions of the Plan in effect at the time of the adoption and as subsequently in effect because of any amendment
to the Plan.                                                                                                                                                                          

65



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ARTICLE XXI MISCELLANEOUS PROVISIONS

|21.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | No Commitment as to Employment
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|Nothing contained herein shall be construed as a commitment or agreement upon the part of any person to continue his employment with an Employer or Related Company, or
as a commitment on the part of any Employer or Related Company to continue the employment, compensation, or benefits of any person for any period.                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|21.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Benefits                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|Nothing in the Plan nor the Trust Agreement shall be construed to confer any right or claim upon any person, firm, or corporation other than the Employers, the Trustee,
Participants, and Beneficiaries.                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|21.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | No Guarantees                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|The Employers, the Administrator, and the Trustee do not guarantee the Trust from loss or depreciation, nor do they guarantee the payment of any amount which may become
due to any person hereunder.                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|21.4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Expenses                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|The expenses of administration of the Plan, including the expenses of the Administrator and fees of the Trustee, shall be paid from the Trust as a general charge
thereon, unless the Sponsor elects to make payment.  Notwithstanding the foregoing, the Sponsor may direct that administrative expenses that are allocable to the Account of a specific Participant shall be paid from that Account and that the
costs incident to the management of the assets of an Investment Fund or to the purchase or sale of securities held in an Investment Fund shall be paid by the Trustee from such Investment Fund.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|21.5                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Precedent                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|Except as otherwise specifically provided, no action taken in accordance with the Plan shall be construed or relied upon as a precedent for similar action under similar
circumstances.                                                                                                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|21.6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Duty to Furnish Information   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               
|The Employers, the Administrator, and the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that the other
reasonably deems necessary to perform its duties hereunder or otherwise imposed by law.                                                                                                                                                                                                                                                                                                                                                      

66



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|21.7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Merger, Consolidation, or Transfer of Plan Assets
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                  
|The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately after
such merger, consolidation, or transfer of assets or liabilities, each Participant in the Plan would receive a benefit under the Plan which is at least equal to the benefit he would have received immediately prior to such merger, consolidation, or
transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                  
|21.8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Back Pay Awards                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                  
|The provisions of this Section shall apply only to an Employee or former Employee who becomes entitled to back pay by an award or agreement of an Employer without regard
to mitigation of damages.  If a person to whom this Section applies was or would have become an Eligible Employee after such back pay award or agreement has been effected, and if any such person who had not previously elected to make
Tax-Deferred Contributions pursuant to Section 4.1 shall within 30 days of the date he receives notice of the provisions of this Section make an election to make Tax-Deferred Contributions in accordance with such Section 4.1 (retroactive to any
Enrollment Date as of which he was or has become eligible to do so), then such Participant may elect that any Tax-Deferred Contributions not previously made on his behalf but which, after application of the foregoing provisions of this Section,
would have been made under the provisions of Article IV and any After-Tax Contributions which he had not previously made but which, after application of the foregoing provisions of this Section, he would have made under the provisions of
Article V, shall be made out of the proceeds of such back pay award or agreement.  In addition, if any such Employee or former Employee would have been eligible to participate in the allocation of Employer Contributions under the
provisions of Article VI or XXII for any prior Plan Year after such back pay award or agreement has been effected, his Employer shall make an Employer Contribution equal to the amount of the Employer Contribution which would have been
allocated to such Participant under the provisions of Article VI or XXII as in effect during each such Plan Year.  The amounts of such additional contributions shall be credited to the Account of such Participant.  Any additional
contributions made pursuant to this Section shall be made in accordance with, and subject to the limitations of the applicable provisions of the Plan.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                  
|21.9                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Condition on Employer Contributions              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                  
|Notwithstanding anything to the contrary contained in the Plan or the Trust Agreement, any contribution of an Employer hereunder is conditioned upon the continued
qualification of the Plan under Code Section 401(a), the exempt status of the Trust under Code Section 501(a), and the deductibility of the contribution under Code Section 404.  Except as otherwise provided in this Section and Section 21.10,
however, in no event shall any portion of the property of the Trust ever revert to or otherwise inure to the benefit of an Employer or any Related Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

67



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|21.10                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Return of Contributions to an Employer              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                     
|Notwithstanding any other provision of the Plan or the Trust Agreement to the contrary, in the event any contribution of an Employer made hereunder:                                                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                     
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | is made under a mistake of fact, or                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                     
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | is disallowed as a deduction under Code Section 404,
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                     
|such contribution may be returned to the Employer within one year after the payment of the contribution or the disallowance of the deduction to the extent disallowed,
whichever is applicable.  In the event the Plan does not initially qualify under Code Section 401(a), any contribution of an Employer made hereunder may be returned to the Employer within one year of the date of denial of the initial
qualification of the Plan, but only if an application for determination was made within the period of time prescribed under ERISA Section 403(c)(2)(B).
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                     
|21.11                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Validity of Plan                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                     
|The validity of the Plan shall be determined and the Plan shall be construed and interpreted in accordance with the laws of the state or commonwealth in which the
Trustee has its principal place of business or, if the Trustee is an individual or group of individuals, the state or commonwealth in which the Sponsor has its principal place of business, except as preempted by applicable Federal law.  The
invalidity or illegality of any provision of the Plan shall not affect the legality or validity of any other part thereof.                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                     
|21.12                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Trust Agreement                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                     
|The Trust Agreement and the Trust maintained thereunder shall be deemed to be a part of the Plan as if fully set forth herein and the provisions of the Trust Agreement
are hereby incorporated by reference into the Plan.                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                     
|21.13                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Parties Bound                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                     
|The Plan shall be binding upon the Employers, all Participants and Beneficiaries hereunder, and, as the case may be, the heirs, executors, administrators, successors,
and assigns of each of them.                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                     
|21.14                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | Application of Certain Plan Provisions              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                     
|For purposes of the general administrative provisions and limitations of the Plan, a Participants Beneficiary or alternate payee under a qualified domestic
relations order shall be treated as any other person entitled to receive benefits under the Plan.  Upon any termination of the Plan, any such Beneficiary or alternate payee under a qualified domestic relations order who has an
interest                                                                                                                                                                

68



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|under the Plan at the time of such termination, which does not cease by reason thereof, shall be deemed to be a Participant for all purposes of the Plan. A
Participants Beneficiary, if the Participant has died, or alternate payee under a qualified domestic relations order shall be treated as a Participant for purposes of directing investments as provided in Article X.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|21.15                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|In the event another defined contribution plan (the merged plan) is merged into and made a part of the Plan, each Employee who was eligible to participate in
the merged plan immediately prior to the merger shall become an Eligible Employee on the date of the merger.  In no event shall a Participants vested interest in his Sub-Account attributable to amounts transferred to the Plan
from the merged plan (his transferee Sub-Account) on and after the merger be less than his vested interest in his account under the merged plan immediately prior to the merger.  Notwithstanding any other
provision of the Plan to the contrary, a Participants service credited for eligibility and vesting purposes under the merged plan as of the merger, if any, shall be included as Eligibility and Vesting Service under the Plan to the
extent Eligibility and Vesting Service are credited under the Plan.  Special provisions applicable to a Participants transferee Sub-Account, if any, shall be specifically reflected in the Plan or in an Addendum to the
Plan.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|21.16                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|If funds from another qualified plan are transferred or merged into the Plan, such funds shall be held and administered in accordance with any restrictions applicable to
them under such other plan to the extent required by law and shall be accounted for separately to the extent necessary to accomplish the foregoing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|21.17                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Notwithstanding any other provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service shall be provided
in accordance with Code Section 414(u).  The Administrator shall notify the Trustee of any Participant with respect to whom additional contributions are made because of qualified military service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|21.18                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|To the extent that the Plan requires the Employers to deliver cash amounts to the Trustee, such delivery may be made through any means acceptable to the Trustee,
including wire transfer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|21.19                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Any communication among the Employers, the Administrator, and the Trustee that is stipulated under the Plan to be made in writing may be made in any medium that is
acceptable to the receiving party and permitted under applicable law.  In addition, any communication or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|disclosure to or from Participants and/or Beneficiaries that is required under the terms of the Plan to be made in writing may be provided in any other medium (electronic,
telephonic, or otherwise) that is acceptable to the Administrator and permitted under applicable law.
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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ARTICLE XXII TOP-HEAVY PROVISIONS

|22.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Definitions
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |            
|For purposes of this Article, the following terms shall have the following meanings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The compensation of an employee means compensation as defined in Code Section 415 and regulations issued thereunder.  In no event, however, shall
the compensation of a Participant taken into account under the Plan for any Plan Year exceed $150,000 (subject to adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase in
effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year).  If the compensation of a Participant is determined over a period of time that contains fewer than 12 calendar months,
then the annual compensation limitation described above shall be adjusted with respect to that Participant by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the numerator of which is
the number of full months in the period and the denominator of which is 12; provided, however, that no proration is required for a Participant who is covered under the Plan for less than one full Plan Year if the formula for allocations
is based on compensation for a period of at least 12 months.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|The determination date with respect to any Plan Year means the last day of the preceding Plan Year, except that the determination date
with respect to the first Plan Year of the Plan, shall mean the last day of such Plan Year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|A key employee means any Employee or former Employee who is a key employee pursuant to the provisions of Code Section 416(i)(1) and any
Beneficiary of such Employee or former Employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|A non-key employee means any Employee who is not a key employee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|A permissive aggregation group means those plans included in each Employers required aggregation group together with any other plan
or plans of the Employer, so long as the entire group of plans would continue to meet the requirements of Code Sections 401(a)(4) and 410.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|A required aggregation group means the group of tax-qualified plans maintained by an Employer or a Related Company consisting of each plan in which a
key employee participates and each other plan that enables a plan in which a key employee participates to meet the requirements of Code Section 401(a)(4) or Code Section 410, including any plan that terminated within the
five-year period ending on the relevant determination date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|A super top-heavy group with respect to a particular Plan Year means a required or permissive aggregation group that, as of the
determination date, would qualify as a top-heavy group under the definition in this Section with 90 percent substituted for 60 percent each place where 60 percent appears in the
definition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|A super top-heavy plan with respect to a particular Plan Year means a plan that, as of the determination date, would qualify as a top-heavy
plan under the definition in this Section with 90 percent substituted for 60 percent each place where 60 percent appears in the definition.  A plan is also a super top-heavy plan if it is
part of a super top-heavy group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|A top-heavy group with respect to a particular Plan Year means a required or permissive aggregation group if the sum, as of the
determination date, of the present value of the cumulative accrued benefits for key employees under all defined benefit plans included in such group and the aggregate of the account balances of key employees under
all defined contribution plans included in such group exceeds 60 percent of a similar sum determined for all employees covered by the plans included in such group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|A top-heavy plan with respect to a particular Plan Year means (i), in the case of a defined contribution plan (including any simplified employee pension
plan), a plan for which, as of the determination date, the aggregate of the accounts (within the meaning of Code Section 416(g) and the regulations and rulings thereunder) of key employees exceeds 60 percent of the aggregate
of the accounts of all participants under the plan, with the accounts valued as of the relevant valuation date and increased for any distribution of an account balance made in the five-year period ending on the determination date,
(ii), in the case of a defined benefit plan, a plan for which, as of the determination date, the present value of the cumulative accrued benefits payable under the plan (within the meaning of Code Section 416(g)  and the
regulations and rulings thereunder) to key employees exceeds 60 percent of the present value of the cumulative accrued benefits under the plan for all employees, with the present value of accrued benefits for employees (other than
key employees) to be determined under the accrual method uniformly used under all plans maintained by an Employer or, if no such method exists, under the slowest accrual method permitted under the fractional accrual rate of Code Section
411(b)(1)(C)  and including the present value of any part of any accrued benefits distributed in the five-year period ending on the determination date, and (iii) any plan (including any simplified employee pension plan)
included in a required aggregation group that is a top-heavy group.  For purposes of this paragraph, the accounts and accrued benefits of any employee who has not performed services for an Employer or a Related Company
during the five-year period ending on the determination date shall be disregarded.  For purposes of this paragraph, the present value of cumulative accrued benefits under a defined benefit plan for purposes of top-heavy
determinations shall be calculated using the actuarial assumptions otherwise employed under such plan, except that the same actuarial assumptions shall be used for all plans within a required or permissive aggregation
group.  A Participants interest in the Plan attributable to any Rollover Contributions, except Rollover Contributions made from a plan maintained by an Employer or a Related Company, shall not be considered in determining whether
the Plan is top-

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|heavy. Notwithstanding the foregoing, if a plan is included in a required or permissive aggregation group that is not a top-heavy
group, such plan shall not be a top-heavy plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|The valuation date with respect to any determination date means the most recent Valuation Date occurring within the 12-month period ending
on the determination date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|22.2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Notwithstanding any other provision of the Plan to the contrary, the provisions of this Article shall be applicable during any Plan Year in which the Plan is determined
to be a top-heavy plan as hereinafter defined.  If the Plan is determined to be a top-heavy plan and upon a subsequent determination date is determined no longer to be a top-heavy plan, the
vesting provisions of Article VI shall again become applicable as of such subsequent determination date; provided, however, that if the prior vesting provisions do again become applicable, any Employee with three or more years of Vesting
Service may elect in accordance with the provisions of Article VI, to continue to have his vested interest in his Employer Contributions Sub-Account determined in accordance with the vesting schedule specified in Code Section 22.5.                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|22.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|If the Plan is determined to be a top-heavy plan for a Plan Year, the Employer Contributions, other than Matching Contributions, allocated to the Account of
each non-key employee who is an Eligible Employee and who is employed by an Employer or a Related Company on the last day of such top-heavy Plan Year shall be no less than the lesser of (i) three percent of his
compensation or (ii) the largest percentage of compensation that is allocated as an Employer Contribution and/or Tax-Deferred Contribution for such Plan Year to the Account of any key employee; except that,
in the event the Plan is part of a required aggregation group, and the Plan enables a defined benefit plan included in such group to meet the requirements of Code Section 401(a)(4) or 410, the minimum allocation of Employer Contributions
to each such non-key employee shall be three percent of the compensation of such non-key employee.  Any minimum allocation to a non-key employee required by this Section shall be made without
regard to any social security contribution made on behalf of the non-key employee, his number of hours of service, his level of compensation, or whether he declined to make elective or mandatory contributions.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Employer Contributions allocated to a Participants Account in accordance with this Section shall be considered annual additions under Article VII for
the limitation year for which they are made and shall be separately accounted for.  Employer Contributions allocated to a Participants Account shall be allocated upon receipt among the Investment Funds in accordance with the
Participants currently effective investment election.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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|22.4                                                                                                                                                                                                                      | Accelerated Vesting
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------
|                                                                                                                                                                                                                          |                    
|If the Plan is determined to be a top-heavy plan, a Participants vested interest in his Employer Contributions Sub-Account shall be determined no less
rapidly than in accordance with the following vesting schedule:

|Years of Vesting Service |  | Vested Interest
|------------------------ |  | ---------------
|                         |  |                
|Less than 1              |  | 0%             
|1, but less than 2       |  | 20%            
|2, but less than 3       |  | 40%            
|3, but less than 4       |  | 60%            
|4, but less than 5       |  | 80%            
|5 or more                |  | 100%           

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ARTICLE XXIII EFFECTIVE DATE

|23.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | GUST Effective Dates                                                                                                                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|Unless otherwise specifically provided by the terms of the Plan, this amendment and restatement is effective with respect to each change made to satisfy the provisions
of (i) the Uniformed Services Employment and Reemployment Rights Act of 1996 (USERRA), (ii) Small Business Job Protection Act of 1996 (SBJPA), (iii) the Tax Reform Act of 1997 (TRA 97),
(iv) any other change in the Code or ERISA, or (v) regulations, rulings, or other published guidance issued under the Code, ERISA, USERRA, SBJPA, or TRA 97 (collectively the GUST required changes), the first day of the
first period (which may or may not be the first day of a Plan Year) with respect to which such change became required because of such provision (including any day that became such as a result of an election or waiver by an Employee or a waiver or
exemption issued under the Code, ERISA, USERRA, SBJPA, or TRA 97), including, but not limited to, the following:
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|(a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The addition of a new Section to Article XXI entitled Veterans Reemployment Rights is effective December 12, 1994.                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|(b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The following changes are effective for Plan Years beginning after December 31, 1996:                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (i)                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (ii)                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (iii)                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|(c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Changes in the definition of Required Beginning Date in Article I of the Plan are effective January 1, 1999, but with respect only to Employees who
attain age 70 1/2 on or after that date.                                                    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|(d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Changes to the anti-alienation provisions of Article XV to include the exceptions in Code Section 401(a)(13)(C) and (D) are effective for judgments, orders, and
decrees issued and settlement agreements entered into on or after August 5, 1997.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|(e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The increase in the cashout limit from $3,500 to the limit specified in the Plan is effective March 22, 1999.                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                   
|(f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Elimination of the look back rule for determining whether the value of a Participants Account exceeds the cashout limit is effective March 22, 1999.                                                                                             

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|(g)                                                                                                                                                                                                                                                                                                                                     | Exclusion of hardship withdrawals of Tax-Deferred Contributions from the definition of eligible rollover distribution is effective May 1, 1999.                                                             
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                               
|(h)                                                                                                                                                                                                                                                                                                                                     | Elimination of the combined limit on defined benefit and defined contribution plans under Code Section 415(e) is effective the first day of the first limitation
year beginning on or after January 1, 2000.
|                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                               
|The special effective dates provided above apply the provisions of the Plan retroactively to any plan that merged into the Plan prior to the end of its remedial
amendment period for compliance with the GUST required changes, except to the extent the merged plan was separately amended to comply with such GUST required changes.
|                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                               
|*              
*              *                                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                        | EXECUTED AT Carrols Corporation, Syracuse, NY, this 9th day of October,  2002.                                                                                                                                
|                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                               

| | CARROLS CORPORATION
| | -------------------
| |                    
| | By:                
| |                    
| | Title:             

76