EXHIBIT
10.6


SILICON VALLEY BANK

401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN


As Amended and Restated

Effective January 1, 2005



  















Silicon Valley Bank 401(k) and Employee Stock
Ownership Plan

As Amended and Restated Effective January 1, 2005


Silicon Valley Bank previously established the Silicon
Valley Bancshares Employee Stock Ownership Plan, intended to constitute a
qualified stock bonus plan, as described in Code section 401(a), and the
Silicon Valley Bank 401(k) Plan, intended to constitute a qualified profit
sharing plan as described in Code section 401(a), including a qualified
cash or deferred arrangement, as described in Code section 401(k), effective January 1,
1989 and January 1, 1985, respectively. Each plan together with its
related trust was established for the exclusive benefit of eligible employees
of the Company and its participating affiliates.


Effective March 1, 1995, the Silicon Valley
Bancshares Employee Stock Ownership Plan was merged into the Silicon Valley
Bank 401(k) Plan and the merged plan was restated and renamed the Silicon
Valley Bank 401(k) and Employee Stock Ownership Plan (the “Plan”). The
Plan is intended to constitute a qualified profit sharing plan, as described in
Code section 401(a), which includes a qualified cash or deferred arrangement,
as described in Code section 401(k), and an employee stock ownership plan under
Code Section 4975(e)(7). The plan was previously amended and restated,
effective January 1, 2000.


The Plan was amended and restated effective January 1,
2001 to comply with the qualification requirements as amended by the Uniformed
Services Employment and Reemployment Rights Act of 1994 (USERRA), the Uruguay
Round Agreements Act (GATT), the Small Business Job Protection Act of 1996
(SBJPA), the Taxpayer Relief Act of 1997 (TRA ‘97), and the Restructuring and
Reform Act of 1998 (RRA ‘98), (collectively, “GUST”).


Effective January 1, 2002, except as otherwise
set forth herein, the Plan was amended and restated in its entirety to comply
with certain provisions of the Economic Growth and Tax Relief Reconciliation
Act of 2001 (“EGTRRA”) and to merge the Silicon Valley Bank Money Purchase
Pension Plan with and into the Plan effective January 1, 2003. Subsequently,
the Plan was amended effective January 1, 2003, to add an additional
Company Match Contribution (the “Subsequent Amendment”).


Effective January 1, 2005, except as otherwise
set forth herein, the Plan is amended and restated in its entirety to
incorporate the Subsequent Amendment, to add a discretionary profit sharing
provision and to make such other changes as the Company deems appropriate.


The
Plan is intended to comply in operation with GUST and EGTRRA. To the extent
that the Plan, as set forth below, is subsequently determined to be
insufficient to comply with the requirements of GUST and EGTRRA and any
regulations issued under these qualification requirements, the Plan shall be
subsequently amended to so comply.


	
  Effective Date: January 1, 2005

  	
  Silicon Valley Bank

  
	
   

  	
  By:

  	
   /s/ GRINDLE SLOAN

  	
   

  
	
   

  	
  Title:

  	
   Manager,
  Benefits & HR

  	
   

  



 
















Table of Contents


	
  

  	
   

  	
  Page

  	
   

  
	
  1. DEFINITIONS

  	
  1

  	
   

  
	
  2. ELIGIBILITY

  	
  9

  	
   

  
	
  3. PARTICIPANT CONTRIBUTIONS

  	
  9

  	
   

  
	
  4. ROLLOVERS AND TRANSFERS FROM OTHER
  QUALIFIED PLANS

  	
  11

  	
   

  
	
  5. EMPLOYER CONTRIBUTIONS

  	
  11

  	
   

  
	
  6. ACCOUNTING

  	
  13

  	
   

  
	
  7. INVESTMENT FUNDS AND ELECTIONS

  	
  14

  	
   

  
	
  8. VESTING & FORFEITURES

  	
  15

  	
   

  
	
  9. PARTICIPANT LOANS

  	
  17

  	
   

  
	
  10. IN-SERVICE WITHDRAWALS

  	
  19

  	
   

  
	
  11. DISTRIBUTIONS ONCE EMPLOYMENT ENDS
  OR BY REASON OF A PARTICIPANT’S REQUIRED BEGINNING DATE

  	
  21

  	
   

  
	
  12. ADP AND ACP TESTS

  	
  30

  	
   

  
	
  13. MAXIMUM CONTRIBUTION AND BENEFIT
  LIMITATIONS

  	
  34

  	
   

  
	
  14. TOP HEAVY RULES

  	
  34

  	
   

  
	
  15. PLAN ADMINISTRATION

  	
  36

  	
   

  
	
  16. MANAGEMENT OF INVESTMENTS

  	
  38

  	
   

  
	
  17. TRUST ADMINISTRATION

  	
  41

  	
   

  
	
  18. RIGHTS, PROTECTION, CONSTRUCTION AND JURISDICTION

  	
  43

  	
   

  
	
  19. AMENDMENT, MERGER, DIVESTITURES AND
  TERMINATION

  	
  45

  	
   

  
					



 
















1.   DEFINITIONS


When capitalized, the words and phrases below have the
following meanings unless different meanings are clearly required by the
context:


1.1            Account.   The
records maintained for purposes of accounting for a Participant’s interest in
the Plan. “Account” may refer to one or all of the following accounts which
have been created on behalf of a Participant to hold specific types of
Contributions under the Plan or predecessor plans as merged herein as of the
Effective Date:


(a)    “Employee
Account.”   An account created to hold Employee Contributions.


(b)    “Rollover
Account.”   An account created to hold Rollover Contributions.


(c)    “Prior ESOP
Rollover Account.”   An account created to hold amounts
representing Rollover Contributions contributed to the Silicon Valley
Bancshares Employee Stock Ownership Plan.


(d)    “Company
Match Account.”   An account created to hold Company Match
Contributions for periods commencing on or after March 1, 1995.


(e)    “Money
Purchase Pension Account.”   An account created to hold Money Purchase
Pension Contributions made to the Silicon Valley Bank Money Purchase Pension
Plan prior to January 1, 2003.


(f)     “Prior Match
Account.”   An account created to hold Company Match
Contributions for periods commencing prior to March 1, 1995.


(g)    “ESOP Account.”   An
account created to hold ESOP Contributions.


(h)    “Profit Sharing Account.”   An account
created to hold Profit Sharing Contributions for periods commencing on or after
January 1, 2005.


1.2            “ACP” or “Average Contribution Percentage.”   The percentage
calculated in accordance with Section 12.1.


1.3            “Administrator.”   The
Company, which may delegate all or a portion of the duties of the Administrator
under the Plan to a Committee in accordance with Section 15.6.


1.4            “ADP” or “Average Deferral Percentage.”   The percentage
calculated in accordance with Section 12.1.


1.5            “Beneficiary.”   The
person or persons who is to receive benefits after the death of the Participant
pursuant to the “Beneficiary Designation” paragraph in Section 11, or as a
result of a QDRO. For purposes of Section 11.12, Beneficiary shall mean
the person or persons who is to receive benefits after the death of the
Participant pursuant to the “Beneficiary Designation” paragraph in Section 11
and is the designated Beneficiary under section 401(a)(9) of the Code and Section 1.401(a)(9)-1,
Q&A-4 of the Treasury Regulations.


1.6            “Break in Service.”   The
fifth anniversary (or sixth anniversary if absence from employment was due to a
Parental Leave) of the date on which a Participant’s employment ends.


1.7            “Code.”   The
Internal Revenue Code of 1986, as amended. Reference to any specific Code
section shall include such section, any valid regulation promulgated
thereunder, and any comparable provision of any future legislation amending,
supplementing or superseding such section.


1.8            “Committee.”   If
applicable, the committee which has been appointed by the Company to administer
the Plan in accordance with Section 15.6.


1.9            “Company.”   Silicon
Valley Bank or any successor by merger, purchase or otherwise.



  
 








1.10          “Company Stock.”   Shares
of common stock of Silicon Valley Bancshares, the parent company of the Company,
its predecessor(s), or its successors or assigns, or any corporation with or
into which said corporation may be merged, consolidated or reorganized, or to
which a majority of its assets may be sold.


1.11          “Compensation.”   Compensation
means the definition of Compensation in Code section 415(c)(3), which
shall include the sum of a Participant’s Taxable Income and salary reductions,
if any, pursuant to Code section 125, 402(g)(3), 402(h)(1)(B), 403(b), or
457.


In addition the
following special rules shall apply:


(a)    For Plan Years beginning
on or after January 1, 2001, Compensation paid or made available during
such Plan Years shall include elective amounts that are not includible in a
Participant’s gross income by reason of Code section 132(f)(4).


(b)    For purposes of
determining ADP and ACP, Compensation shall be limited to amounts paid to an
Eligible Employee while a Participant.


(c)    For purposes of
determining HCEs and key employees, and for Plan Years commencing after December 31,
1997, for purposes of Sections 13.2 and 14.2 Compensation for the entire
Plan Year shall be used.


(d)    The annual Compensation of
each Participant taken into account for any Plan Year shall not exceed $150,000
or, if greater, the maximum dollar amount specified in Code section 401(a)(17),
as adjusted for increases in the cost-of-living in accordance with
section 401(a)(17)(B) ($200,000 for Plan Years beginning after December 31,
2001). The cost-of-living adjustment in effect for a calendar year
applies to any determination period beginning in such calendar year. If a
determination period consists of fewer than 12 months, the annual
Compensation limit is an amount equal to the otherwise applicable annual
Compensation limit multiplied by a fraction, the numerator of which is the
number of months in the short determination period, and the denominator of
which is 12.


1.12          “Contribution.”   An amount contributed to the Plan by
the Employer or an Eligible Employee, and allocated by contribution type to
Participants’ Accounts, as described in Section 1.1. Specific types of
contribution include:


(a)    “Employee
Contribution.”   An amount contributed by an eligible
Participant in conjunction with his or her salary deferral election pursuant to
Section 3.1 which shall be treated as made by the Employer on an eligible
Participant’s behalf.


(b)    “Rollover
Contribution.”   An amount contributed by an Eligible Employee
which originated from another employer’s or an Employer’s qualified plan.


(c)    “Company
Match Contribution.”   An amount contributed by the Employer on
an eligible Participant’s behalf based upon the amount contributed by the
eligible Participant.


(d)    “ESOP
Contribution.”   An amount contributed by the Employer on an
eligible Participant’s behalf and allocated on a pay based formula.


(e)    “Money Purchase Pension  Contribution.”   An
amount contributed by the Employer to the Silicon Valley Bank Money Purchase
Pension Plan prior to January 1, 2003.


(f)     “Profit Sharing Contribution.”   An
amount contributed by the Employer on an eligible Participant’s behalf and
allocated in accordance with Section 5.3(b).


1.13          “Contribution Dollar Limit.”   The
dollar limit placed on each Participant’s Employee Contributions, under Section 402(g) of
the Code in effect for such taxable year, except to the extent permitted under Section 3.1(b) and
Section 414(v) of the Code, if applicable. For purposes of this
Section, 



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a Participant’s
Employee Contributions shall include (i) any employer contribution under a
qualified cash or deferred arrangement (as defined in Code section 401(k)) to
the extent not includible in gross income for the taxable year under Code
section 402(e)(3) (determined without regard to Code section 402(g)), (ii) any
employer contribution to the extent not includible in gross income for the
taxable year under Code section 402(h)(1)(B) (determined without regard to
Code section 402(g)), (iii) any employer contribution to purchase an
annuity contract under Code section 403(b) under a salary reduction
agreement (within the meaning of Code section 3121(a)(5)(D)) and (iv) for
calendar years commencing after December 31, 1996, any elective employer
contribution under Code section 408(p)(2)(A)(i).


1.14          “Conversion Period.”   The
period of converting the prior accounting system of this Plan and the Trust, if
such Plan and Trust were in existence prior to the Effective Date, or the prior
accounting system of any plan and trust which is merged into the Plan and the
Trust subsequent to the Effective Date, to the accounting system described in Section 6.


1.15          “Direct Rollover.”   An
Eligible Rollover Distribution that is paid directly to an Eligible Retirement
Plan for the benefit of a Distributee.


1.16          “Disability.”   A
Participant’s mental or physical disability which qualifies the Participant for
benefits under the Company’s long-term disability plan.


1.17          “Distributee.”   An
Employee or former Employee, the surviving spouse of an Employee or former
Employee and a spouse or former spouse of an Employee or former Employee
determined to be an alternate payee under a QDRO.


1.18          “Early Retirement Date.”   The
date of a Participant’s 55th birthday and completion of 10 Years of
Vesting Service.


1.19          “Effective Date.”   The
date upon which the provisions of this document become effective. The effective
date of this amendment and restatement is January 1, 2005, unless stated
otherwise. In general, the provisions of this document only apply to
Participants who are Employees on or after the Effective Date. However,
investment and distribution provisions apply to all Participants with Account
balances to be invested or distributed after the Effective Date.


1.20          “Eligible Employee.”   An Employee of an Employer, except
any Employee:


(a)    who has not attained age
eighteen (18);


(b)    who is classified as an
Intern;


(c)    whose compensation and
conditions of employment are covered by a collective bargaining agreement to
which an Employer is a party unless the agreement calls for the Employee’s
participation in the Plan;


(d)    who is treated as an
Employee because he or she is a Leased Employee, independent contractor,
consultant or employee of a third party employment agency or is classified as such
by the Employer for whom such services are performed (whether or not such
classification is upheld upon governmental or judicial review); or


(e)    who is a nonresident alien
who (i) either receives no earned income (within the meaning of Code
section 911(d)(2)), from sources within the United States under Code section
861(a)(3); or (ii) receives such earned income from such sources within
the United States but such income is exempt from United States income tax under
an applicable income tax convention.


An individual’s status as an Eligible Employee shall
be determined by the Employer pursuant to the foregoing provisions, and such
determination shall be binding and conclusive on all persons.



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Notwithstanding any provision of this Plan to the
contrary, an individual who is not participating in this Plan because the
individual is classified as a Leased Employee, as defined herein, on the
personnel records of the Employer, and who is reclassified by any governmental
entity as an employee described under section 3121 of the Code, shall not,
solely by reason of such reclassification, become eligible on a retroactive
basis or a prospective basis to participate in this Plan.


1.21          “Eligible Retirement Plan.”   An
individual retirement account described in Code section 408(a), an individual
retirement annuity described in Code section 408(b), an annuity plan described
in Code section 403(a), or a qualified trust described in Code section 401(a),
that accepts a Distributee’s Eligible Rollover Distribution, except that with
regard to an Eligible Rollover Distribution to a surviving spouse, an Eligible
Retirement Plan is an individual retirement account or individual retirement
annuity. Effective for distributions made after December 31, 2001, an
Eligible Retirement Plan shall also mean an annuity contract described in Section 403(b) of
the Code and an eligible plan under Section 457(b) of the Code which
is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which agrees
to separately account for amounts transferred into such plan from this plan.
The definition of Eligible Retirement Plan shall also apply in the case of a
distribution made after December 31, 2001 to a surviving spouse, or to a
spouse or former spouse who is the alternate payee under a qualified domestic
relation order, as defined in Section 414(p) of the Code.


1.22          “Eligible Rollover
Distribution.”   A distribution of all or any portion of the
balance to the credit of a Distributee, excluding (i) a distribution that
is one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the
Distributee or the joint lives (or joint life expectancies) of the Distributee
and the Distributee’s designated Beneficiary, or for a specified period of ten
years or more; (ii) a distribution to the extent such distribution is
required under Code section 401(a)(9); (iii) the portion of a distribution
that is not includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to Employer securities);
and effective for the period commencing on January 1, 2000, (iv) Hardship
withdrawal amounts withdrawn from a Participant’s Employee Account.


1.23          “Employee.”   An individual who is:


(a)    directly employed by any
Related Company and for whom any income for such employment is subject to
withholding of income or social security taxes, or


(b)    a Leased Employee.


1.24          “Employer.”   The
Company and any Related Company which adopts this Plan with the approval of the
Company.


1.25          “ERISA.”   The
Employee Retirement Income Security Act of 1974, as amended. Reference to any
specific section shall include such section, any valid regulation promulgated
thereunder, and any comparable provision of any future legislation amending,
supplementing or superseding such section.


1.26          “Forfeiture Account.”   An
account holding amounts forfeited by Participants who have left the Employer,
invested in interest bearing deposits of the Trustee, pending disposition as
provided in this Plan and the Trust and as directed by the Administrator.


1.27          “Hardship”   means the immediate and heavy financial need
of a Participant, as determined in a uniform and nondiscriminatory basis by the
Company in accordance with Section 10.6 and as may be further clarified by
rules or regulations issued by the Secretary of the Treasury or the
Internal Revenue Service.


1.28          “HCE” or “Highly Compensated Employee.”   An Employee described as
a Highly Compensated Employee in Section 12.



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1.29          “Ineligible.”   The
Plan status of an individual during the period in which he or she is (1) an
Employee of a Related Company which is not then an Employer, (2) an
Employee, but not an Eligible Employee, or (3) not an Employee.


1.30          “Intern.”   An individual classified by an Employer’s human
resources department as an “Intern”.


1.31          “Investment Fund”
or “Fund.”   An investment fund as
described in Section 16.2. The Investment Funds authorized by the
Administrator to be offered under the Plan as of the Effective Date are set
forth in Appendix A.


1.32          “Leased Employee.”   For Plan Years commencing after December 31,
1996, an individual, not otherwise an Employee, who, pursuant to an agreement between
a Related Company and a leasing organization, has performed, on a substantially
full-time basis, for a period of at least 12 months, services under the primary
direction or control of the Related Company, unless:


(a)    the individual is covered
by a money purchase pension plan maintained by the leasing organization and
meeting the requirements of Code section 414(n)(5)(B), and


(b)    such individuals do not
constitute more than 20% of all Non-Highly Compensated Employees of all Related
Companies (within the meaning of Code section 414(n)(5)(C)(ii)).


1.33          “Leave of Absence.”   A period during which an individual
is deemed to be an Employee, but is absent from active employment, provided
that the absence:


(a)    was authorized by a
Related Company; or


(b)    was due to military
service in the United States armed forces and the individual returns to active
employment within the period during which he or she retains employment rights
under federal law.


1.34          “Loan Account.”   The
record maintained for purposes of accounting for a Participant’s loan and
payments of principal and interest thereon.


1.35          “NHCE” or “Non-Highly Compensated Employee.”   An Employee
described as a Non-Highly Compensated Employee in Section 12.


1.36          “Normal Retirement Date.”   The
date of a Participant’s 62nd birthday.


1.37          “Owner.”   A
person with an ownership interest in the capital, profits, outstanding stock or
voting power of a Related Company within the meaning of Code section 318 or 416
(which exclude indirect ownership through a qualified plan).


1.38          “Parental Leave.”   The
period of absence from work by reason of pregnancy, the birth of an Employee’s
child, the placement of a child with the Employee in connection with the child’s
adoption, or caring for such child immediately after birth or placement as
described in Code section 410(a)(5)(E).


1.39          “Participant.”   An
Eligible Employee who begins to participate in the Plan after completing the
eligibility requirements as described in Section 2.1 or such eligibility
requirements as were in effect prior to the Effective Date under this Plan or
predecessor plans as merged herein as of the Effective Date. An Eligible
Employee who makes a Rollover Contribution prior to completing the eligibility
requirements as described in Section 2.1 shall also be considered a
Participant, except that he or she shall not be considered a Participant for
purposes of provisions related to Contributions, other than a Rollover
Contribution, until he or she completes the eligibility requirements as
described in Section 2.1. A Participant’s participation continues until
his or her employment with all Related Companies ends and his or her Account is
distributed or forfeited.



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1.40          “Pay.”   All
cash compensation paid to an Eligible Employee by an Employer while a
Participant during the current period. Pay excludes: (i) amounts realized
from the exercise of a nonqualified stock option, (ii) amounts realized
when restricted stock is no longer subject to a substantial risk of forfeiture,
(iii) amounts realized from the disposition of a qualified stock option
and (iv) reimbursements or other expense allowances, cash and non-cash
fringe benefits, moving expenses, deferred compensation and welfare benefits.


Pay shall be determined further by including amounts
contributed by an Employer pursuant to Code sections 125 and 402(e)(3), except
that for purposes of Profit Sharing Contributions and ESOP Contributions, “excluding
amounts” shall be substituted for the preceding reference to “including
amounts.” Pay is limited to $150,000 ($200,000 for Plan Years beginning after December 31,
2001; as adjusted for the cost of living pursuant to Code sections 401(a)(17)
and 415(d)) per Plan Year.


For Plan Years commencing on or after January 1,
2001, Pay shall include amounts that are not includible in gross income of the
Participant by reason of Section 132(f) of the Code.


1.41          “Period of Employment.”   The
period beginning on the date an Employee first performs an hour of service and
ending on the date his or her employment ends. Employment ends on the date the
Employee quits, retires, is discharged, dies or (if earlier) the first
anniversary of his or her absence for any other reason. The period of absence
starting with the date an Employee’s employment temporarily ends and ending on
the date he or she is subsequently reemployed is (1) included in his or
her Period of Employment if the period of absence does not exceed one year, and
(2) excluded if such period exceeds one year.


Period of Employment includes the period prior to a
Break in Service.


An Employee’s service with a predecessor or acquired
company shall only be counted in the determination of his or her Period of
Employment for eligibility and/or vesting purposes if (1) the Company
directs that credit for such service be granted, or (2) a qualified plan of
the predecessor or acquired company is subsequently maintained by any Employer
or Related Company.


1.42          “Plan.”   The
Silicon Valley Bank 401(k) and Employee Stock Ownership Plan set forth in
this document, as from time to time amended.


1.43          “Plan Year.”   The
annual accounting period of this Plan and the Trust which ends on each December 31.


1.44          “QDRO.”   A
domestic relations order that the Administrator has determined to be a
qualified domestic relations order within the meaning of Code section 414(p).


1.45          “Reduction in Force.”   An
Employer sponsored program developed to reduce force on a permanent basis.


1.46          “Related Company.”   With
respect to any Employer, that Employer and any corporation, trade or business
which is, together with that Employer, a member of the same controlled group of
corporations, a trade or business under common control, or an affiliated
service group within the meaning of Code sections 414(b), (c), (m) or (o) and
except that for purposes of Section 13 “within the meaning of Code sections
414(b), (c), (m) or (o), as modified by Code section 415(h)” shall be
substituted for the preceding reference to “within the meaning of Code section
414(b), (c), (m) or (o).”


1.47          “Required Beginning Date.”   The
latest date benefit payments shall commence to a Participant.



 6
 








(a)    For calendar years commencing before January 1,
1997, such date shall mean:


(1)    with regard to a
Participant who (i) attained age 701⁄2 in 1996, (ii) did not terminate
employment with all Related Companies before January 1, 1997, and (iii) is
not or was not a 5-percent Owner, the April 1 that next follows (i) the
calendar year in which the Participant attained age 701⁄2, or (ii) if the
Participant elects to apply this clause (ii), the calendar year in which the
Participant terminates employment with all Related Companies (and any such
election must be made prior to January 1, 1998); and


(2)    with regard to a
Participant who attained age 701⁄2 after December 31, 1987 and before January 1,
1996 or, in 1996 if he or she (i) terminated employment with all Related
Companies before January 1, 1997 or (ii) is or was a 5-percent
Owner, the April 1 that next follows the calendar year in which the
Participant attains age 701⁄2; and


(3)    with regard to a
Participant who attained age 701⁄2 before January 1, 1988 and who is not a 5-percent
Owner, the April 1 that next follows the later of (i) the calendar
year in which the Participant attained age 701⁄2, or (ii) the calendar year
in which the Participant terminates employment with all Related Companies; and


(4)    with regard to a
Participant who attained age 701⁄2 before January 1, 1988 and who is a 5-percent
Owner, the April 1 that next follows the later of (i) the calendar
year in which the Participant attained age 701⁄2, or (ii) the earlier of the
calendar year in which or within which ends the Plan Year in which the
Participant becomes a 5-percent Owner or the calendar year in which he or
she terminates employment with all Related Companies.


A Participant shall be considered a 5-percent
Owner for this purpose if such Participant is a 5-percent Owner as
defined in Code section 416(i) (determined in accordance with Code section
416 but without regard to whether the Plan is top-heavy) at any time during the
Plan Year ending with or within the calendar year in which the Participant
attains age 661⁄2 or in any subsequent Plan Year.


(b)    For calendar years
commencing after December 31, 1996 and before January 1, 2001, such
date shall mean:


(1)    with regard to a
Participant who attained age 701⁄2 in 1997, 1998, 1999, or 2000, the April 1
that next follows the calendar year in which he or she attained age 701⁄2, except
that if the Participant (i) did not terminate employment with all Related
Companies before January 1 of the calendar year following the calendar
year in which he or she attained age 701⁄2, (ii) is not a 5-percent
Owner, such date shall instead mean the April 1 that next follows (i) the
calendar year in which the Participant attained age 701⁄2, or (ii) if the
Participant elects to apply this clause (ii), the calendar year in which the
Participant terminates employment with all Related Companies (and any such
election must be made prior to the April 1 of the calendar year following
the calendar year in which he or she attained age 701⁄2); and


(2)    with regard to a
Participant who is a 5-percent Owner, the April 1 that next follows
the calendar year in which the Participant attains age 701⁄2.


A Participant shall be considered a 5-percent
Owner for this purpose if such Participant is a 5-percent Owner with
respect to the Plan Year ending in the calendar year in which the Participant
attains age 701⁄2.


(c)    For calendar years
commencing after December 31, 2000, such date shall mean:


(1)    with regard to a
Participant who is not a 5-percent Owner, the April 1 that next
follows the later of (i) the calendar year in which the Participant
attained age 701⁄2, or (ii) the calendar year in which the Participant
terminates employment with all Related Companies; and



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(2)    with regard to a
Participant who is a 5-percent Owner, the April 1 that next follows
the calendar year in which the Participant attains age 701⁄2.


A Participant shall be considered a 5-percent
Owner for this purpose if such Participant is a 5-percent Owner with
respect to the Plan Year ending in the calendar year in which the Participant
attains age 701⁄2.


1.48          “Settlement Date.”   For
each Trade Date, the Trustee’s next business day.


1.49          “Spousal Consent.”   The
written consent given by a spouse to a Participant’s election or waiver of a
specified form of benefit or Beneficiary designation. The spouse’s consent must
acknowledge the effect on the spouse of the Participant’s election, waiver or
designation, and be duly witnessed by a Plan representative or notary public. Spousal
Consent shall be valid only with respect to the spouse who signs the Spousal
Consent and only for the particular choice made by the Participant which
requires Spousal Consent. A Participant may revoke (without Spousal Consent) a
prior election, waiver or designation that required Spousal Consent at any time
before payments begin. Spousal Consent also means a determination by the
Administrator that there is no spouse, the spouse cannot be located, or such
other circumstances as may be established by applicable law.


1.50          “Sweep Account.”   The
subsidiary Account for each Participant through which all transactions are
processed, which is invested in interest bearing deposits of the Trustee.


1.51          “Sweep Date.”   The
cut off date and time for receiving instructions for transactions to be
processed on the next Trade Date.


1.52          “Taxable Income.”   Compensation
in the amount reported by the Employer or a Related Company as “Wages, tips,
other compensation” on Form W-2, or any successor method of
reporting under Code section 6041(d).


1.53          “Trade Date.”   Each
day the Investment Funds are valued, which is normally every day the assets of
such Funds are traded.


1.54          “Trust.”   The
legal entity created by those provisions of this document which relate to the
Trustee. The Trust is part of the Plan and holds the Plan assets that are
comprised of the aggregate of Participants’ Accounts, any unallocated funds
invested in deposit or money market type assets pending allocation to
Participants’ Accounts or disbursement to pay Plan fees and expenses and the
Forfeiture Account. The Trust also includes the interests of the Plan in any
master trust established pursuant to Section 17.


1.55          “Trustee.”   The
Fidelity Management Trust Company, a Massachusetts trust company, having an
office at 82 Devonshire Street, Boston, MA 02109.


1.56          “USERRA.”   The
Uniformed Services Employment and Reemployment Rights Act of 1994, as amended.


1.57          “Year of Vesting Service.”   A
12-month Period of Employment. An Employee will be credited with all
Years of Vesting Service unless a Year of Vesting Service may be disregarded
under Section 8.4(c) of this Plan.


In addition, Years of Vesting Service shall be
calculated as follows if (and only if) it would be of benefit to the Employee:


(a)    For service from January 1,
1995, each 12 month Period of Employment;



 8















(b)     For
the period before January 1, 1995, a 12 consecutive month period ending on
the anniversary of the date an individual became an Employee, or as that date
may be adjusted as a result of his or her termination of employment with all
related Companies and subsequent rehire as an Employee, in which an Employee is
credited with at least 1,000 hours of service, as such term was defined for
this purpose prior to January 1, 1995.


Years
of Vesting Service shall include service credited prior to January 1, 1985.
Subject to the provisions of Section 8.4(c), any Employee who is, or
previously was, a Leased Employee shall be credited with a Year of Vesting
Service to the extent required under Treas. Reg.
§ 1.411(a)-5(b)(3)(iv)(B).


2.   ELIGIBILITY


2.1            Eligibility.   All
Participants as of January 1, 2001, shall continue their eligibility to
participate. Each other Eligible Employee shall become a Participant on the
date that he or she commences employment with an Employer; provided,
however, that Employee Contribution elections, as described in Section 3.1
herein, shall be effective as soon as is reasonably practicable following the
receipt of such elections by the Administrator.


2.2            Ineligible Employees.   If
an Employee completes the above eligibility requirements, but is Ineligible at
the time participation would otherwise begin (if he or she were not
Ineligible), he or she shall become a Participant on the first subsequent date
on which he or she is an Eligible Employee.


2.3            Ineligible
or Former Participants.   A Participant may not make or share in Plan
Contributions, nor generally be eligible for a new Plan loan, during the period
he or she is Ineligible, but he or she shall continue to participate for all
other purposes. An Ineligible Participant or former Participant shall
automatically become an active Participant on the date he or she again becomes
an Eligible Employee.


3.   PARTICIPANT CONTRIBUTIONS


3.1            Employee
Contribution Election.


(a)    Upon
becoming a Participant, an Eligible Employee may elect to reduce his or her Pay
by an amount which does not exceed the Contribution Dollar Limit, within the
limits described in the Contribution Percentage Limits paragraph of this Section 3,
and have such amount contributed to the Plan by the Employer as an Employee
Contribution. The election shall be made as a whole percentage of Pay in such
manner and with such advance notice as prescribed by the Administrator. Such
election shall be effective as soon as is reasonably practicable following the
receipt of such election by the Administrator. In no event shall an Employee’s
Employee Contributions under the Plan and comparable contributions to all other
plans, contracts or arrangements of all Related Companies exceed the
Contribution Dollar Limit for the Employee’s taxable year beginning in the Plan
Year, except to the extent permitted under Section 3.1(b) and Section 414(v) of
the Code.


(b)     Effective
on or after January 1, 2002, the Employer shall also make Employee Contributions
on a Participant’s behalf in an additional amount equal to the amount of Pay
that the Participant has elected to defer pursuant to the Participant’s
Employee Contribution election, provided, however, that for this additional
deferral, a Participant must have attained age fifty (50) before the close of
the Plan Year. Such additional Employee Contributions (or “Catch-Up
Contributions”) shall be made in accordance with, and subject to the
limitations of Section 414(v) of the Code. Such Catch-Up Contributions
shall not be taken into account for purposes of the provisions of the Plan
implementing the required limitations of Sections 402(g) and 415 of the
Code. The Plan shall not be treated as failing to satisfy the provisions of the
Plan implementing the requirements of Section 401(k)(3), 401(k)(11),
401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making
of such Catch-Up 



 9
 








Contributions. The amount
by which Pay is reduced pursuant to this subsection (b) shall be allocated
to the Participant’s Employee Account.


3.2            Changing a
Contribution Election.   A Participant who is an Eligible Employee may
change his or her Employee Contribution election at any time in such manner and
with such advance notice as prescribed by the Administrator, and such election
shall be effective as soon as is reasonably practicable following the receipt
of such notice by the Administrator.


3.3            Revoking and Resuming
a Contribution Election.   A Participant may revoke his or her
Contribution election at any time in such manner and with such advance notice
as prescribed by the Administrator, and such election shall be effective as
soon as is reasonably practicable following the receipt of such notice by the
Administrator.


A Participant who is an Eligible Employee may resume
Contributions by making a new Contribution election at the same time in which a
Participant may change his or her election in such manner and with such advance
notice as prescribed by the Administrator, and such election shall be effective
as soon as is reasonably practicable following the receipt of such notice by
the Administrator.


3.4            Contribution
Percentage Limits.   The Administrator may establish and change from
time to time, in writing, without the necessity of amending this Plan and the
Trust, the minimum, if applicable, and maximum Employee Contribution
percentages, prospectively or retrospectively (for the current Plan Year), for
all Participants. In addition, the Administrator may establish any lower
percentage limits for Highly Compensated Employees as it deems necessary to
satisfy the tests described in Section 12. The maximum Employee
Contribution percentage is 75%.


Irrespective of the limits that may be established by
the Administrator in accordance with the paragraph above, in no event shall the
Contributions made by or on behalf of a Participant for a Plan Year exceed the
maximum allowable under Code section 415, except to the extent permitted under Section 3.1(b) and
Section 414(v) of the Code.


3.5            Refunds When
Contribution Dollar Limit Exceeded.   A Participant who makes Employee
Contributions for a calendar year to this Plan and comparable contributions to
any other qualified defined contribution plan in excess of the Contribution
Dollar Limit may notify the Administrator in writing by the following March 1
(or as late as April 14 if allowed by the Administrator) that an excess
has occurred. In this event, the amount of the excess specified by the
Participant, adjusted for investment gain or loss, shall be refunded to him or
her by April 15 and shall not be included as an Annual Addition under Code
section 415 for the year contributed. Refunds shall not include investment gain
or loss for the period between the end of the applicable Plan Year and the date
of distribution. Excess amounts shall first be taken from unmatched Employee
Contributions and then from matched Employee Contributions. Any Company Match
Contributions attributable to refunded excess Employee Contributions as
described in this Section shall be forfeited and used as described in Section 8.4.


3.6            Timing,
Posting and Tax Considerations.   Participant Contributions, other than
Rollover Contributions, may only be made through payroll deduction. Such
amounts shall be paid to the Trustee in cash and posted to each Participant
Account(s) as soon as such amounts can reasonably be separated from the
Employer’s general assets and balanced against the specific amount made on
behalf of each Participant. Effective February 3, 1997, in no event,
however, shall such amounts be paid to the Trustee more than 15 business days
following the end of the month that includes the date amounts are deducted from
a Participant’s Pay (or as that maximum period may be otherwise extended by
ERISA). Employee Contributions shall be treated as Contributions made by an
Employer in determining tax deductions under Code section 404(a).



 10
 








4.   ROLLOVERS AND TRANSFERS FROM OTHER QUALIFIED
PLANS


4.1            Rollovers.   Subject
to the consent of the Administrator, the Trustee shall be authorized to accept
a direct rollover or Participant contribution of an eligible rollover
distribution from (i) a qualified plan described in section 401(a) or
403(a) of the Code, (ii) an annuity contract described in section 403(b) of
the Code, (iii) an eligible plan under section 457(b) of the Code
which is maintained by a state, political subdivision of a state, or any agency
or instrumentality of a state or political subdivision of a state; or (iv) an individual retirement
account or annuity described in section 408(a) or 408(b) of the Code
that is eligible to be rolled over and would otherwise be includible in gross
income. The Plan shall not accept rollovers of after-tax employee contributions.
The Employee shall be responsible for furnishing satisfactory evidence, in such
manner as prescribed by the Administrator, that the amount is eligible for
rollover treatment. Contributions described in this paragraph shall be posted
to the applicable Employee’s Rollover Account as of the date received by the
Trustee.


If it is later determined that an amount contributed
pursuant to the above paragraph did not in fact qualify as a rollover
contribution under Code section 402(c) or 408(d)(3)(A)(ii), the balance
credited to the Employee’s Rollover Account shall immediately be (1) segregated
from all other Plan assets, (2) treated as a nonqualified trust
established by and for the benefit of the Employee, and (3) distributed to
the Employee. Any such nonqualifying rollover shall be deemed never to have
been a part of the Plan.


4.2            Transfers
From Other Qualified Plans.   The Administrator may instruct the
Trustee to receive assets in cash or in kind directly from another qualified
plan; provided that a transfer should not be directed if:


(a)     any
amounts are not exempted by Code section 401(a)(11)(B) from the annuity
requirements of Code section 417 unless the Plan complies with such
requirements; or


(b)     any
amounts include benefits protected by Code section 411(d)(6) which would
not be preserved under applicable Plan provisions.


The Trustee may
refuse the receipt of any transfer if:


(a)    the Trustee finds the
in-kind assets unacceptable; or


(b)    instructions for posting
amounts to Participants’ Accounts are incomplete.


Such amounts shall be
posted to the appropriate Accounts of Participants as of the date received by
the Trustee.


5.   EMPLOYER CONTRIBUTIONS


5.1            Company
Match Contributions.


(a)    Frequency and
Eligibility.   For each period for which Participant Contributions are
made, the Employer shall make Company Match Contributions, as described in the
following Allocation Method paragraph, on behalf of each Participant who
contributed during the period.


(b)     Allocation
Method.   The Company Match Contributions for each period shall total
one hundred percent (100%) of each eligible Participant’s Employee
Contributions up to five percent (5%) of the Participant’s Compensation for the
period. For purposes of determining Company Match Contribution, Catch-Up
Contributions shall not be considered Employee Contributions upon which the
Employer shall make Company Match Contributions. The Employer may amend the
Plan during the Plan Year to reduce or eliminate the Company Match
Contributions provided that such reduction is effective no earlier than 30 days
after Eligible Employees are given a supplemental notice which satisfies the
requirements of Notice 2000-3 and Eligible Employees are given a reasonable
opportunity prior to such reduction or elimination to change their Employee
Contribution election.



 11
 








(c)     Timing,
Medium and Posting.   The Employer shall make each period’s Company
Match Contribution in cash as soon as administratively feasible, and for
purposes of deducting such Company Match Contribution, not later than the
Employer’s federal tax filing date, including extensions. The Trustee shall
post such amounts to each Participant’s Company Match Account once the total
Contribution received has been balanced against the specific amount to be
credited to each Participant’s Company Match Account.


(d)     Notice Requirement.   The
Company shall provide each Eligible Employee a notice which satisfies the
requirements of Sections 401(k)(12)and 401(m)(11) of the Code.


(e)     True-up
Contribution.   Effective January 1, 2003, for any Plan
Year in which a Participant has made Employee Contributions to the Plan for the
Plan Year, as of December 31, in an amount at least equal to five percent
(5%) of Compensation paid to the Participant during the Plan Year, the
Participant shall receive an additional Company Match Contribution equal to five
percent (5%) of the Participant’s Compensation for the Plan Year, less the
amount of Company Match Contributions made on behalf of such Participant
pursuant to Section 5.1(b) above with respect to such Plan Year.


5.2            ESOP
Contributions.


(a)    Frequency and
Eligibility.   Subject to determination made by the Employer’s board of
directors, or duly authorized committee appointed by the Employer’s board of
directors, for each Plan Year, the Employer may make an ESOP Contribution on
behalf of each Participant who was an Eligible Employee on the last day of the
period, and, solely to the extent necessary to satisfy Code Section 410(b),
on behalf of each Participant who was not an Eligible Employee on the last day
of the period but who completed at least 92 days of consecutive service for the
Employer during the period. If such Contributions are made, such Contributions
shall also be made on behalf of each Participant who was an Eligible Employee
at any time during the period but who ceased being an Employee during the
period after having attained his or her Early Retirement Date, Normal
Retirement Date, or by reason of his or her Disability or death.


(b)     Allocation
Method.   The ESOP Contribution for each period, shall be equal to a
specified percentage, including 0% and up to 10%, of each eligible Participant’s
Pay (including Forfeiture Account amounts applied as ESOP Contributions in
accordance with 8.4).


(c)     Timing, Medium and Posting.   The Employer
shall make each period’s ESOP Contribution in stock as soon as administratively
feasible, and for purposes of deducting such ESOP Contribution, not later than
the Employer’s federal tax filing date, including extensions. The Trustee shall
post such amount to each Participant’s ESOP Account once the total Contribution
received has been balanced against the specific amount to be credited to each
Participant’s ESOP Account.


5.3            Profit Sharing Contributions.


(a)     Frequency and Eligibility.   Subject
to determination made by the Employer’s board of directors, or duly authorized
committee appointed by the Employer’s board of directors, for any Plan Year,
the Employer may make a Profit Sharing Contribution on behalf of each
Participant who was an Eligible Employee on the last day of such Plan Year,
and, solely to the extent necessary to satisfy Code Section 410(b), on
behalf of each Participant who was not an Eligible Employee on the last day of
such Plan Year but who completed at least 92 days of consecutive service for
the Employer during such Plan Year. If such Profit Sharing Contributions are
made, such Profit Sharing Contributions shall also be made on behalf of each
Participant who was an Eligible Employee at any time during the period but who
ceased being an Employee during the period after having attained his or her
Early Retirement Date, Normal Retirement Date, or by reason of his or her
Disability or death.



 12
 








(b)     Allocation
Method.   The Profit Sharing
Contribution, for each period, shall be allocated
to each eligible Participant’s Profit Sharing Account on a pro rata basis in
the same proportion as the eligible Participant’s Pay bears to the total Pay
paid on behalf of all eligible Participants for the same period.


(c)     Timing, Medium and Posting.   The Employer
shall make each period’s Profit Sharing Contribution in cash, and for purposes
of deducting such Profit Sharing Contribution, not later than the Employer’s
federal tax filing date, including extensions, for the period to which the
Profit Sharing Contribution relates. The Trustee shall post such amount to each
Participant’s Profit Sharing Account once the total Profit Sharing Contribution
received has been balanced against the specific amount to be credited to each
Participant’s Profit Sharing Account.


6.   ACCOUNTING


6.1            Individual Participant
Accounting.   The Administrator shall maintain an individual set of
Accounts for each Participant in order to reflect transactions both by type of
Contribution and investment medium. Financial transactions shall be accounted
for at the individual Account level by posting each transaction to the
appropriate Account of each affected Participant. Participant Account values
shall be maintained in shares or in units for the Investment Funds and in
dollars for the Sweep and Loan Accounts.


6.2            Sweep Account is
Transaction Account.   All transactions related to amounts being
contributed to or distributed from the Trust shall be posted to each affected
Participant’s Sweep Account. Any amount held in the Sweep Account shall be
credited with interest up until the date on which it is removed from the Sweep
Account.


6.3            Trade Date Accounting
and Valuation.   Participant Account values shall be determined as of
each Trade Date. The method of valuation shall be determined by the Trustee and
shall be followed with reasonable consistency from year to year.


6.4            Accounting for
Investment Funds.   Investments in each Investment Fund shall be
maintained in shares or in units. The Trustee is responsible for determining
the share values of each Investment Fund as of each Trade Date. To the extent
an Investment Fund is comprised of collective investment funds of the Trustee,
or any other fiduciary to the Plan, the share or unit values shall be
determined in accordance with the rules governing such collective
investment funds, which are incorporated herein by reference. The Trustee shall
determine all other share or unit values. The share or unit value of each
Investment Fund shall be based on the fair market value of its underlying
assets.


6.5            Payment of Plan
Expenses.   All costs and expenses of the Plan shall be paid out of the
Trust, to the extent such costs and expenses are not paid by the Employer.


6.6            Accounting for
Participant Loans.   Participant loans shall be held in a separate Loan
Account of the Participant and accounted for in dollars as an earmarked asset
of the borrowing Participant’s Account.


6.7            Error Correction.   The
Administrator may correct any errors or omissions in the administration of the
Plan by restoring any Participant’s Account balance with the amount that would
be credited to the Account had no error or omission been made. Funds necessary
for any such restoration shall be provided through payment made by the
Employer, or by the Trustee to the extent the error or omission is attributable
to actions or inactions of the Trustee, or if the restoration involves an
Account holding amounts contributed by an Employer, the Administrator may
direct the Trustee to use amounts from the Forfeiture Account.



 13
 








6.8            Participant Statements.   At least once in each Plan Year, the
Administrator shall cause to be furnished to each Participant a statement
showing the values of his or her Account pursuant to this Section 6 as of
a Trade Date occurring in such Plan Year or the preceding Plan Year.


6.9            Special Accounting
During Conversion Period.   The Administrator and Trustee may use any
reasonable accounting methods in performing their respective duties during any
Conversion Period. This includes, but is not limited to, the method for
allocating net investment gains or losses and the extent, if any, to which
contributions received by and distributions paid from the Trust during this
period share in such allocation.


6.10          Accounts for QDRO
Beneficiaries.   A separate Account shall be established for an alternate
payee entitled to any portion of a Participant’s Account under a QDRO as of the
date and in accordance with the directions specified in the QDRO. In addition,
a separate Account may be established during the period of time the
Administrator, a court of competent jurisdiction, or other appropriate person
is determining whether a domestic relations order qualifies as a QDRO. Such a
separate Account shall be valued and accounted for in the same manner as any
other Account.


(a)     Distributions
Pursuant to QDROs.   If a QDRO so provides, the portion of a
Participant’s Account payable to an alternate payee may be distributed, in a
form as permissible under Section 11 and Code section 414(p), to the
alternate payee at the time specified in the QDRO, regardless of whether the
Participant is entitled to a distribution from the Plan at such time.


(b)     Participant
Loans.   Except to the extent required by law, an alternate payee, on
whose behalf a separate Account has been established, shall not be entitled to
borrow from such Account. If a QDRO specifies that the alternate payee is
entitled to any portion of the Account of a Participant who has an outstanding
loan balance, all outstanding loans shall generally continue to be held in the
Participant’s Account and shall not be divided between the Participant’s and
alternate payee’s Accounts.


(c)     Investment Direction.   Where a separate
Account has been established on behalf of an alternate payee and has not yet
been distributed, the alternate payee may direct the investment of such Account
in the same manner as if he or she were a Participant.


7.   INVESTMENT FUNDS AND ELECTIONS


7.1            Investment Funds.   Except
for Participants’ Sweep and Loan Accounts, the Trust shall be maintained in
various Investment Funds. The Administrator shall select the Investment Funds
offered to Participants and may change the number or composition of the
Investment Funds, subject to the terms and conditions agreed to with the
Trustee. As of the Effective Date, a list of the Investment Funds offered under
the Plan is set forth in Appendix A, and may be changed from time to time by
the Administrator, in writing, and as agreed to by the Trustee, without the
necessity of amending this Plan or the Trust. If the Company provides for a
Company Stock Fund, the Administrator has the discretion to deny or restrict
the availability of the Company Stock Fund to certain Participants in
accordance with procedures prescribed by the Administrator to the extent such
denial or restriction does not violate Code section 401(a).


7.2            Investment Fund
Elections.   ESOP Contributions shall be initially invested in the
Company Stock Fund, as set forth in Appendix A. Each Participant shall direct
the investment of all of his or her Accounts, including amounts credited to the
Participant’s ESOP Account and Prior ESOP Rollover Account which are invested
in the Company Stock Fund.


A Participant shall make his or her investment
election in any combination of one or any number of the Investment Funds
offered in accordance with the procedures established by the Administrator and
Trustee. However, during any Conversion Period, Trust assets may be held in any
investment vehicle permitted by the Plan, as directed by the Administrator,
irrespective of Participant investment elections.



 14
 








The Administrator may set a maximum percentage of the
total election that a Participant may direct into any specific Investment Fund,
which maximum, if any, as of the Effective Date, is set forth in Appendix A,
and may be changed from time to time by the Administrator, in writing, without
the necessity of amending this Plan and the Trust.


7.3            Responsibility for Investment
Choice.   Each Participant shall be solely responsible for the
selection of his or her Investment Fund choices. No fiduciary with respect to
the Plan is empowered to advise a Participant as to the manner in which his or
her Accounts are to be invested, and the fact that an Investment Fund is
offered shall not be construed to be a recommendation for investment.


7.4            Default if No Election.   The
Administrator shall specify an Investment Fund for the investment of that
portion of a Participant’s Account which is not yet held in an Investment Fund
and for which no valid investment election is on file. The Investment Fund
specified as of the Effective Date is set forth in Appendix A, and may be
changed from time to time by the Administrator, in writing, without the
necessity of amending this Plan or the Trust.


7.5            Timing.   A
Participant shall make his or her initial investment election upon becoming a
Participant and may change his or her investment election at any time in
accordance with the procedures established by the Administrator and Trustee.


7.6            Investment
Fund Election Change Fees.   A reasonable processing fee may be charged
directly to a Participant’s Account for Investment Fund election changes in
excess of a specified number per year as determined by the Administrator.


8.   VESTING & FORFEITURES


8.1            Fully Vested Contribution
Accounts.   A Participant shall be fully vested in these Accounts at
all times:


Employee
Account


Company
Match Account


Rollover
Account


Prior
ESOP Rollover Account


Prior
Match Account


Notwithstanding the foregoing, prior to January 1,
2001, a Participant’s Prior Match Account became vested in accordance with a
vesting schedule then in effect. Notwithstanding the foregoing, prior to January 1,
2003, a Participant’s Company Match Account became vested in accordance with a
vesting schedule then in effect.


8.2            Full Vesting upon
Certain Events.   A Participant’s entire Account shall become fully
vested once he or she has attained his or her Normal Retirement Date as an
Employee or upon his or her terminating employment with all Related Companies
due to (i) incurring a Covered Termination, or (ii) on account of his
or her Disability or death. For purposes of this Section 8.2, “Covered
Termination” shall have the same meaning given to such term in the Company’s August 2000
Change in Control Severance Benefits Policy, which is incorporated by reference
herein.



 15
 








8.3            Vesting Schedule.   In addition to
the vesting provided above, a Participant’s Money Purchase Pension, ESOP and
Profit Sharing Accounts shall become vested in accordance with the following
schedule:


	
  Years of Vesting

  Service

  	
   

  	
  Vested

  Percentage

  	
   

  
	
  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

  	
  %

  	
   

  



 


If this vesting schedule is changed, the vested
percentage for each Participant shall not be less than his or her vested
percentage determined as of the last day prior to this change, and for any
Participant with at least three Years of Vesting Service when the schedule is
changed, vesting shall be determined using the more favorable vesting schedule


8.4            Forfeitures.   In
the event a Participant terminates employment with the Company at a time before
he or she is fully vested in his or her Account balance, the unvested portion
of his or her Account shall be dealt with as follows:


(a)     Forfeiture Account and Restoration Where No Distribution Occurred.


(1)     If
a distribution of the Participant’s vested portion of his or her Account
balance has not occurred, the unvested portion of the Account shall be
transferred to a separate account (hereinafter referred to as the Participant’s
“Forfeiture Account”).


(2)     If
a Participant is reemployed by the Company before a Break in Service occurs and
if such Participant has not received a distribution of his or her vested
Account balance, the Forfeiture Account and any undistributed vested Account
shall be credited to the Participant’s Account, immediately upon the date the
Participant is reemployed. The Participant shall continue to participate in the
Plan and his or her Account balance shall be restored as if he or she had never
terminated employment with the Company.


(3)     If
a Participant is not rehired before he or she incurs a Break in Service, the
amount in his or her Forfeiture Account determined in accordance with
subsection (1) above, shall be forfeited permanently upon the date
the Participant incurs a Break in Service.


(4)     If
a Participant is reemployed after incurring a Break in Service and if such
Participant did not receive a distribution of the vested portion of his or her
Account, then separate sub-accounts shall be maintained as follows:


(i)     sub-account for the vested Account balance
attributable to contributions before the Break in Service; and


(ii)    sub-account for contributions to the Account
following reemployment.


(5)     Forfeiture
Accounts shall share on every Valuation Date in the allocation of income or
loss prior to the forfeiture of any amounts under Section 8.4(a)(3) above.


(6)     If
the Plan is terminated, the Forfeiture Account shall become 100% vested in
favor of the Participant, provided that the Participant (1) has not
received any distribution of his or her vested Account balance and (2) has
not incurred a Break in Service prior to the Plan’s termination.



 16
 








(b)         Restoration of
Forfeitures Where Distribution Occurred.


(1)       If the vested
portion of the Participant’s Account balance is distributed then the unvested
portion of the Account shall be provisionally forfeited, subject to restoration
in accordance with the following Section 8.4(b)(2). If the Participant
incurs a Break in Service, or if the Plan is terminated, the amount of the
provisional forfeiture shall be permanently forfeited.


(2)     If
a former Participant is re-employed before he or she has a Break in Service and
if the former Participant incurred a forfeiture of his or her unvested Account
balance because the vested portion of the Account was distributed, an amount
equal to the Participant’s forfeited Account balance, determined on the date of
the forfeiture and unadjusted for income or loss attributable to such balance
after the forfeiture date, shall be restored only if the Participant repays to
the Plan the amount previously distributed to the Participant.


(i)     The
Participant must repay the previously distributed amount within five (5) years
from the date of the Participant’s re-employment date.


(ii)    Such
repayment by the Participant shall be allocated to the Participant’s respective
Accounts and shall be fully vested and nonforfeitable.


(iii)   Restoration
of the previously forfeited account balance shall be made from available
forfeitures and additional Employer contributions, in that order.


(c)         Zero Percent Vested Accounts.   For purposes of this
Section 8.4, a Participant who is 0% vested at the time of his or her
termination shall be deemed to have received a distribution of his or her
vested Account.


(d)         Use of Forfeitures.   On the last day of each Plan Year,
any amounts forfeited or provisionally forfeited during the Plan Year shall
first be used to restore Account balances provisionally forfeited on behalf of
rehired Participants, if any, to the extent required in accordance with
Section 8.4. The remaining forfeitures, if any, shall offset the
Employer’s contribution obligation or be applied to offset the Plan’s
administrative expenses, as directed by the Administrative Committee.


8.5            Rehired Employees.   If a former
Employee is rehired, all Periods of Employment credited when his or her employment last terminated shall be counted in determining
his or her vested interest.


9.   PARTICIPANT LOANS


9.1            Eligibility
for Loans.   A Participant
who is an Employee may obtain a cash loan from the Plan as provided in this Section 9. Notwithstanding the
foregoing, to the extent required
under applicable Department of Labor regulations, a Participant who is not an
Employee but otherwise is a “party in interest” (within the meaning of
Section 3(14) of ERISA) also shall be eligible to receive a loan under the
terms of this Section 9.


9.2            Amount
of Loans.


(a)     The
minimum amount of a loan shall be $1,000.


(b)     The
maximum amount of a loan shall be the lesser of (i)  the Participant’s
vested Account balance under this Plan or (ii) the amount determined under
Section 9.3.


(c)     For
purposes of this Section 9.2, a Participant’s vested Account balance shall
be determined as of the Trade Date preceding the date of the loan, as adjusted
for any distributions or contributions made after such Trade Date.



 17















9.3            Aggregate Loan Limitation.   No loan shall be granted under the Plan if it
would cause the aggregate balance of all loans that a Participant thereafter
has outstanding under this Plan or under any other qualified plan maintained by
the Employer or any Related Company to exceed the lesser of:


(a)     $50,000, less the
amount by which such aggregate balance has been reduced through repayments
during the period of twelve (12) months ending on the day before such loan is
made; or


(b)     the greater of (i) $10,000
or (ii) 50% of all vested accounts of the Participant under this Plan or
under any other qualified plan maintained by the Employer or any Related
Company.


9.4            Loan Requirements.   Loans to Participants shall be made on such terms
and conditions as the Company may determine in its sole discretion, provided
that loans shall:


(a)     Be available to
all Participants on a reasonably equivalent basis;


(b)     Other than by
operation of the limitations contained in Section 9.2, not be made
available to Highly Compensated Employees in an amount greater than the amount
made available to other Employees;


(c)     Bear a reasonable
rate of interest;


(d)     Provide for level
amortization over its term with payments at quarterly or more frequent
intervals, as determined by the Company;


(e)     Provide for
repayment in full on or before the date five (5) years after the loan
is made (or the date fifteen (15) years after the loan is made if the loan is
used to acquire a dwelling unit that, within a reasonable period of time, is to
be used as the principal residence of the Participant); and


(f)     Be adequately
secured.


9.5            Spousal Consent.   A
Participant is not required to obtain Spousal Consent in order to take out a
loan under the Plan.


9.6            Loan Regulations.   The terms and conditions of any loans made from
the Plan shall be set forth in “Loan Regulations” adopted by the Company as a
part of the Plan, and which hereby are incorporated in this Plan by reference. Such
Loan Regulations may be amended from time to time by the Company, and shall
provide, among other things:


(a)     The identity of
the person or positions authorized to administer the loan program established
pursuant to this Section 9;


(b)     The procedure for
applying for loans;


(c)     The basis on which
loans will be approved or denied;


(d)     Limitations (if
any) on the types and amount of loans that are available under the Plan;


(e)     The procedure for
determining a reasonable rate of interest that will be charged on loans;


(f)     The types of
collateral that may secure a Participant’s loan; and


(g)    The events
constituting default and the steps that will be taken to preserve Plan assets
in the event of such default.


9.7            Segregated Investment.   A loan to a Participant under this Section 9
shall be a segregated investment of the Account of such Participant made at the
Participant’s direction. Principal and interest payments on a Participant’s
loan shall be allocated to such Participant’s Account. Any loss caused by
nonpayment or other default on a Participant’s loan obligations shall be borne
solely by such Participant’s 



 18
 








Account, and neither the Employer, the Trustee, nor any employee of any
of the foregoing, shall be liable for any such loss.


9.8            USERRA Compliance.   Loan repayments will be suspended under this Plan
as permitted under Section 414(u) of the Code.


9.9            Call Feature.   The
Administrator shall have the right to call any Participant loan once a
Participant’s employment with all Related Companies has terminated or if the
Plan is terminated.


10.   IN-SERVICE WITHDRAWALS


10.1          Withdrawals From Rollover Account.   Subject to the limitation contained in Section 10.7,
a Participant may make a withdrawal from his or her Rollover Account at any
time. The amount that may be withdrawn under this Section 10.1 shall not
exceed the balance credited to the Participant’s Rollover Account. Notwithstanding
the foregoing provisions of this Section 10.1, to the extent required by
applicable rules or regulations in order to maintain the qualification of
the Plan or a plan from which assets are transferred to the Plan, the
withdrawal of any portion of a Participant’s Rollover Account that is
attributable to a plan-to-plan transfer to the Plan from another qualified plan
shall be subject to any additional limitation imposed on the amounts so
transferred by the transferor plan immediately prior to such transfer.


10.2          Over Age 591⁄2 Withdrawals.   Subject to the limitation contained in Section 10.7,
a Participant who has withdrawn all amounts permitted to be withdrawn from his
or her Rollover Account, and who is an Employee may make a withdrawal from his
or her remaining vested Account balance, except for amounts allocated to the
Participant’s Money Purchase Pension Account, if he or she has attained age
fifty-nine and one-half (591⁄2). A Participant may elect to have the
portion of his or her Over Age 591⁄2 Withdrawal attributable to amounts invested
in Company Stock be made in the form of whole shares of Company Stock and cash
in lieu of fractional shares. The amount
that may be withdrawn under this Section 10.2 shall not exceed the vested
balance credited to the Participant’s Account.


10.3          Hardship Withdrawals From Vested Account Balance.   A Participant who has withdrawn all amounts
permitted to be withdrawn from his or her Rollover Account, if any, pursuant to
Section 10.1, and who is an Employee may make a withdrawal from his or her
remaining vested Account balance, except for amounts allocated to the
Participant’s Money Purchase Pension Account, 
if he or she is eligible for a Hardship withdrawal pursuant to Section 10.6.


10.4          Company Consent. The Administrator, or
the Trustee, if otherwise authorized by the Administrator and agreed to by the
Trustee, is responsible for determining that an in-service withdrawal request
conforms to the requirements described in this Section 10 and for granting
such request. The Company shall act upon
requests for withdrawals in a uniform and nondiscriminatory manner, based on
written, objective criteria and consistent with the requirements of Section 401(a),
Section 401(k), Section 401(m) and related provisions of the
Code.


10.5          Spousal
Consent.   A Participant is not required to obtain Spousal Consent in
order to make an in-service withdrawal under the Plan.


10.6          Hardship Withdrawal Rules.


(a)     A Hardship
withdrawal must be made on account of an immediate and heavy financial need of
the Participant arising solely from one or more of the following:


(1)     Costs directly related to the construction or
purchase (excluding mortgage payments) of the Participant’s principal
residence;



 19
 








(2)     Expenses for
medical care described in Section 213(d) of the Code which (i) were
previously incurred by the Participant or the Participant’s spouse or dependent
(as defined in Section 152 of the Code) or (ii) are necessary for
such persons to obtain such medical care;


(3)     Payment of tuition
and related educational fees for the next twelve (12) months of post-secondary
education for the Participant or his or her spouse, child or dependent (as
defined in Section 152 of the Code);


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


(5)     Any other
financial need that has been identified as a deemed immediate and heavy
financial need in a ruling of general applicability issued under the authority
of the Commissioner of the Internal Revenue Service.


(b)     A Hardship
withdrawal must be necessary to satisfy an immediate and heavy financial need
of the Participant. In order to qualify for a Hardship withdrawal:


(1)     The amount of the
Hardship withdrawal must not exceed the amount of the immediate and heavy
financial need of the Participant. The amount of the immediate and heavy
financial need may include any amounts necessary to pay any federal, state or
local income taxes or penalties reasonably anticipated to result from the
distribution of the Hardship withdrawal.


(2)     The Participant
must have obtained all distributions, other than Hardship withdrawals, and all
nontaxable loans currently available under all plans maintained by the
Employer, unless obtaining such loan would increase the Participant’s Hardship.
A Hardship withdrawal shall be made only after the maximum amount available
without demonstrating a Hardship has been withdrawn.


(3)     Upon receipt of a
Hardship withdrawal, the Participant shall be suspended from making Employee
Contributions to the Plan or elective or employee contributions to any other
plan maintained by the Employer or a Related Company (including qualified and
nonqualified plans, but excluding health or welfare benefit plans) for twelve
(12) months (six (6) months effective for Hardship withdrawals made after December 31,
2001) following the receipt of the Hardship withdrawal.


(4)     For Plan Years
beginning before January 1, 2002, for Hardship withdrawals made prior to January 1,
2001, upon receipt of a Hardship withdrawal, the Participant may not make
Employee Contributions to the Plan or elective contributions to any other plan
maintained by the Employer or a Related Company for the Participant’s taxable
year immediately following the year of the Hardship withdrawal in excess of the
applicable limit under Section 402(g) of the Code for such following
year, less the amount of such Participant’s Employee Contributions to the Plan
and elective contributions to any other plan maintained by the Employer or a
Related Company for the year of the Hardship withdrawal.


(c)     The Company’s
determination of an immediate and heavy financial need of the Participant, the
amount required to satisfy such need and the Participant’s lack of other
resources reasonably available to meet such need shall be made in a uniform and
nondiscriminatory manner with respect to all Participants.


(d)     Notwithstanding
any other provision of this Section 10, a Participant shall not be
permitted to make a Hardship withdrawal of any Qualified Nonelective
Contributions, or Qualified Matching Contributions or of any earnings on such
contributions credited to his or her Account.


(e)     Hardship
withdrawals from a Participant’s Account under this Section 10 shall be
limited to an amount equal to the Participant’s vested Account balance,
excluding amounts allocated to the 



 20
 








Participant’s
Money Purchase Pension Account, reduced by the amount of any previous Hardship
withdrawals.


(f)     In order to
qualify for a Hardship withdrawal, the Participant must submit a properly
completed withdrawal request form in accordance with procedures established by
the Administrator.


(g)    There is no limit
on the number or frequency of Hardship withdrawals permitted to a Participant.


10.7          Amount, Frequency and Source of Withdrawals.


The minimum amount of any withdrawal under
this Section 10 shall be $1,000.


Subject to the provisions set forth in Section 10.6,
a Participant shall not be permitted to make more than one withdrawal under
this Section 10 in any period of twelve (12) consecutive months; provided,
however, that withdrawals made at the same time shall be considered a single
withdrawal. The available assets shall be determined first by
Account type and then within each Account used for funding an in-service
withdrawal, amounts shall first be taken from the Sweep Account and then taken
by Investment Fund in direct proportion to the market value of the Participant’s
interest in each Investment Fund (which excludes his or her Loan Account
balance) as of the Trade Date on which the in-service withdrawal is processed.


Alternatively, a Participant may elect to designate the Investment
Funds to be included or excluded for funding an in-service withdrawal. If a
Participant designates the Investment Funds to be included, the available
assets shall be determined first by Account and then within each Account used
for funding the in-service withdrawal, amounts shall be taken by Investment
Fund, including only Investment Funds designated as includible, in direct proportion
to the market value of the Participant’s interest in each such Investment Fund
(which excludes his or her Loan Account balance) as of the date the in-service
withdrawal is processed. If a Participant designates the Investment Funds to be
excluded, the available assets shall be determined first by Account and then
within each Account used for funding the in service withdrawal, amounts shall
first be taken from the Sweep Account and then taken by Investment Fund,
excluding Investment Funds designated by the Participant as excludible, in
direct proportion to the market value of the Participant’s interest in each
such Investment Fund (which excludes his or her Loan Account balance) as of the
date the in-service withdrawal is processed.


The in-service withdrawal
shall be funded on the Settlement Date following the Trade Date as of which the
in-service withdrawal is processed. The Trustee shall make payment to the
Participant as soon thereafter as administratively feasible.


10.8          Payment of Withdrawals.   A withdrawal shall be paid as soon as reasonably
practicable after the date on which the Company or the Trustee receives the
prescribed withdrawal form (subject to the Company’s consent). Subject to the
terms set forth in Section 10.2, withdrawals shall be paid only in a
single lump sum payment in cash.


10.9          Valuation Date.   For purposes of this Section 10, the value
of a Participant’s Account, shall be determined as of the Trade Date on which
the in-service withdrawal is processed.


11.   DISTRIBUTIONS ONCE EMPLOYMENT ENDS OR BY REASON

OF A PARTICIPANT’S REQUIRED BEGINNING DATE


11.1          Benefit
Information, Notices and Election.   A Participant, or his or her
Beneficiary in the case of his or her death, shall be provided with information
regarding all optional times and forms of distribution available under the
Plan, including the notices prescribed by Code sections 402(f) and
411(a)(11). Subject to the other requirements of this Section, a Participant,
or his or her Beneficiary in the 



 21
 








case of his or her death, may elect, in such manner and with such
advance notice as prescribed by the Administrator, to have his or her vested
Account balance distributed beginning upon any Settlement Date following the
Participant’s termination of employment with all Related Companies and a
reasonable period of time during which the Administrator shall process, and
inform the Trustee of, the Participant’s termination or, if earlier, at the
time of the Participant’s Required Beginning Date.


Notwithstanding, if a
Participant’s termination of employment with all Related Companies does not
constitute a severance from employment for purposes of Code section
401(k)(2)(B)(i)(I) or otherwise constitute an event set forth under Code
section 401(k)(10)(A), the portion of a Participant’s Account subject to the
distribution rules of Code section 401(k) may not be distributed
until such time as he or she has a severance from employment for purposes of
Code section 401(k)(2)(B)(i)(I) or, if earlier, upon such other event as
described in Code section 401(k)(2)(B) and as provided for in the Plan.


A distribution may
commence less than 30 days, but more than seven days (if such distribution is
one to which Code sections 401(a)(11) and 417 apply), after the aforementioned
notices are provided, if:


(a)     the Participant is
clearly informed that he or she has the right to a period of at least 30 days
after receipt of such notices to consider the decision as to whether to elect a
distribution and if so to elect a particular form of distribution and to elect
or not elect a Direct Rollover for all or a portion, if any, of his or her
distribution which constitutes an Eligible Rollover Distribution; and


(b)     the Participant
after receiving such notices, affirmatively elects a distribution and a Direct
Rollover for all or a portion, if any, of his or her distribution which
constitutes an Eligible Rollover Distribution or alternatively elects to have
all or a portion made payable directly to him or her, thereby not electing a
Direct Rollover for all or a portion thereof; and


(c)     if such
distribution is one to which Code sections 401(a)(11) and 417 apply, the
Participant’s election includes Spousal Consent.


11.2          Spousal Consent.   A
Participant is required to obtain Spousal Consent in order to receive a
distribution of his or her Money
Purchase Pension Account under the Plan, except with regard to a distribution
made to a Participant without his or her consent.


11.3          Payment Form and
Medium.   Effective January 1, 2003, a Participant’s vested
Account balance, other than the
Participant’s Money Purchase Pension Account, will be payable in a single lump
sum. Except to the extent otherwise provided by Section 11.5, a married
Participant’s Money Purchase Pension Account benefit shall be paid in the form
of an immediate qualified joint and 50% survivor annuity with the Participant’s
spouse as the joint annuitant and a single Participant’s or surviving spouse
Beneficiary’s benefit shall be paid in the form of a single life annuity. Notwithstanding,
except to the extent otherwise provided by Section 11.5 and subject to the
requirements of Section 11.14, he or she may instead elect to be paid his
or her Money Purchase Pension Account in a single lump sum.


Any annuity option
permitted shall be provided through the purchase of a non-transferable single
premium contract from an insurance company which must conform to the terms of
the Plan and the requirements of Section 401(a)(9) of the Code and
Treasury Regulations and which shall be distributed to the Participant or
Beneficiary in complete satisfaction of the benefit due.


Except to the extent a distribution consists of a loan
call as described in Section 9, distributions (other than annuity contracts)
under this Section 11 shall be made in cash, or if a Participant so
elects, in the form of whole shares of Company Stock and cash in lieu of
fractional shares to the extent invested in the Company Stock Fund. With regard
to the portion of a distribution representing an Eligible Rollover
Distribution, a Distributee may elect a Direct Rollover for all or a portion of
such amount.



 22
 








11.4          Timing of Payment


(a)     Unless
the Participant elects otherwise, distribution of the vested amount credited to
a Participant’s ESOP Account and Prior ESOP Rollover Account shall be made or
commenced not later than one (1) year after the end of the Plan Year:


(1)     in
which the Participant separates from service by reason of reaching his or her
Normal Retirement Date;


(2)     in
which the Participant separates from
service by reason of death or Disability; or


(3)     which
is the fifth (5th) Plan Year following the Plan Year in which the Participant
otherwise separates from service,
except that this Section 11.3(e)(3) shall not apply if the
Participant is reemployed by the Employer or a Related Company before
distribution is required to begin under this Section 11.3(e)(3).


(b)     Notwithstanding
any other provision of the Plan, unless the Participant elects otherwise,
distribution of the vested amount credited to a Participant’s Account shall be
made or commenced no later than the sixtieth (60th) day after the close of the
Plan Year in which the latest of the following events occur:


(1)     The
Participant reaches Normal Retirement Date;


(2)     The
10th anniversary of Participant’s commencement of participation In the Plan; or


(3)     The
Participant’s termination of employment with the Company.


11.5          Distribution of
Small Amounts.   Effective January 1, 1998, if after a Participant’s
employment with all Related Companies ends, the Participant’s vested Account
balance is $5,000 or less, the Participant’s benefit shall be paid as a single
lump sum as soon as administratively feasible in accordance with procedures
prescribed by the Administrator; provided, however, that no distribution shall
be made under this Section 11.5 in violation of Code section 417(e). Effective
for distributions made after December 31, 2001, the value of the
Participant’s vested Account shall be determined without regard to that portion
of the Account balance that is attributable to rollover contributions (and
earnings allocable thereto) within the meaning of Sections 402(c), 403(a)(4),
403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16) of the Code.


11.6          Source and Timing
of Distribution Funding.   A distribution to a Participant shall be
made solely from the assets of his or her own Account and shall be based on the
Account values as of the Trade Date the distribution is processed.


The available assets shall be determined first by
Account and then within each Account used for funding a distribution, amounts
shall first be taken from the Sweep Account and then taken by Investment Fund
in direct proportion to the market value of the Participant’s interest in each
Investment Fund as of the Trade Date on which the withdrawal is processed.


Alternatively, with regard to distribution in the form
of a partial payment, a Participant may elect to designate the Investment Funds
to be included or excluded for funding a distribution. If a Participant
designates the Investment Funds to be included, the available assets shall be
determined first by Account and then within each Account used for funding the
distribution, amounts shall be taken by Investment Fund, including only
Investment Funds designated as includible, in direct proportion to the market
value of the Participant’s interest in each such Investment Fund as of the date
the distribution is processed. If a Participant designates the Investment Funds
to be excluded, the available assets shall be determined first by Account and
then within each Account used for funding the distribution, amounts shall first
be taken 



 23
 








from the Sweep Account and
then taken by Investment Fund, excluding Investment Funds designated by the
Participant as excludible, in direct proportion to the market value of the
Participant’s interest in each such Investment Fund as of the date the
distribution is processed.


The distribution shall be funded on the Settlement
Date following the Trade Date as of which the distribution is processed. The
Trustee shall make payment as soon thereafter as administratively feasible.


11.7          Deemed
Distribution.   For purposes of Section 8.4, if at the time a
Participant’s employment with all Related Companies has terminated, the
Participant’s vested Account balance attributable to Accounts subject to
vesting as described in Section 8, is zero, his or her vested Account
balance shall be deemed distributed as of the Settlement Date following the
Sweep Date on which the Administrator has reported to the Trustee that the
Participant’s employment with all Related Companies has terminated.


11.8          Latest
Commencement Permitted.   All
distributions under the Plan shall comply with Section 401(a)(9) of
the Code and the regulations promulgated thereunder, including but not limited
to Treasury Regulations Section 1.401(a)(9)-2, and the provisions of
the Plan reflecting Section 401(a)(9) of the Code shall override any other provisions of the Plan that are
inconsistent therewith.


The distribution of a Participant’s benefit
shall occur under this Section 11 no later than the Participant’s Required
Beginning Date, whether or not the Participant’s employment has terminated. Notwithstanding
the foregoing sentence, the distribution of a Participant’s benefit may be made
pursuant to Section 242(b) of the Tax Equity and Fiscal
Responsibility Act of 1982, even if such distribution would otherwise fail to
satisfy the requirements of this Section 11.8 or any other provision of
the Plan. If the Participant continues to participate in the Plan after his or
her Required Beginning Date, distribution of any additional Plan benefit with
respect to which distribution had not occurred as of the Required Beginning
Date shall be made in a lump sum in cash during each calendar year following a
calendar year in which such an additional benefit is accrued.


With regard to a
Participant who is an Employee and who commenced benefit payments in accordance
with Code section 401(a)(9) as in effect prior to January 1, 1997,
and who is not a 5-percent Owner, he or she may, but is not required to,
discontinue such benefit payments until he or she is otherwise required to again
commence benefit payments in accordance with Code section 401(a)(9) as in
effect for calendar years commencing after December 31, 1996. A
Participant who elects to discontinue such benefit payments in accordance with
the preceding sentence shall thereby render his or her existing payment
election and, if applicable, any Spousal Consent to such election, as void and
a new election including, if applicable, Spousal Consent to such new election,
shall be required subject to the provisions of Section 11 at the time he
or she is required to again commence benefit payments in accordance with Code
section 401(a)(9) as in effect for calendar years commencing after December 31,
1996.


If benefit payments cannot
begin at the time required because the location of the Participant cannot be
ascertained (after a reasonable search), the Administrator may, at any time
thereafter, treat such person’s Account as forfeited subject to the provisions
of Section 18.6.


11.9          Payment Within
Life Expectancy.   The Participant’s payment election must be
consistent with the requirement of Code section 401(a)(9) that all
payments are to be completed within a period not to exceed the lives or the
joint and last survivor life expectancy of the Participant and his or her
Beneficiary. The life expectancies of a Participant and his or her Beneficiary,
if such Beneficiary is his or her spouse, may be recomputed annually.


11.10        Incidental
Benefit Rule.   The Participant’s payment election must be consistent
with the requirement that, if the Participant’s spouse is not his or her sole
primary Beneficiary, the minimum annual distribution for each calendar year,
beginning with the calendar year preceding the calendar year that includes the
Participant’s Required Beginning Date, shall not be less than the quotient
obtained by 



 24
 








dividing (a) the
Participant’s vested Account balance as of the last Trade Date of the preceding
year by (b) the applicable divisor as determined under the incidental
benefit requirements of Code section 401(a)(9).


11.11        Payment
to Beneficiary.   Payment to a Beneficiary must either (i) be
completed by the end of the calendar year that contains the fifth anniversary
of the Participant’s death or (ii) begin by the end of the calendar year
that contains the first anniversary of the Participant’s death and be completed
within the period of the Beneficiary’s life or life expectancy, except that:


(a)     If the Participant
dies after his or her Required Beginning Date, payment to his or her
Beneficiary must be made at least as rapidly as provided in the Participant’s
distribution election;


(b)    If the surviving spouse is
the Beneficiary, payments need not begin until the later of (i) the end of
the calendar year that includes the first anniversary of the Participant’s
death, or (ii) the end of the calendar year in which the Participant would
have attained age 701⁄2 and must be completed within the spouse’s life or life
expectancy; provided, however, that in all cases under this paragraph, the
surviving spouse may direct the commencement of payments within a reasonable
time after the Participant’s death; and


(c)    If
the Participant and the surviving spouse who is the Beneficiary die
(i) before the Participant’s Required Beginning Date and (ii) before
payments have begun to the spouse, the spouse shall be treated as the
Participant in applying these rules.


11.12        Minimum Distribution
Requirements Effective January 1, 2003.


(a)    Effective Date and Precedence.   The
provisions of this Section 11.12 will apply for purposes of determining
required minimum distributions for calendar years beginning with the 2003
calendar year. The requirements of this Section 11.12 will take precedence
over any inconsistent provisions of the Plan. Notwithstanding the other
provisions of this Section 11.12, distributions may be made under a designation
made before January 1, 1984, in accordance with section 242(b)(2) of
the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the
Plan that relate to section 242(b)(2) of TEFRA.


(b)    Time of Payment to Beneficiary.   If the
Participant dies before distributions begin, the Participant’s entire interest
will be distributed, or begin to be distributed, no later than as follows:


(1)    If the Participant’s
surviving spouse is the Participant’s sole designated Beneficiary, then, except
as provided below, distributions to the surviving spouse will begin by
December 31 of the calendar year immediately following the calendar year
in which the Participant died, or by December 31 of the calendar year in
which the Participant would have attained age 701⁄2, if later.


(2)    If the Participant’s
surviving spouse is not the Participant’s sole designated Beneficiary, then,
except as provided below, distributions to the designated Beneficiary will
begin by December 31 of the calendar year immediately following the
calendar year in which the Participant died.


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



 25















(4)    If the Participant’s
surviving spouse is the Participant’s sole designated Beneficiary and the
surviving spouse dies after the Participant but before distributions to the
surviving spouse begin, this Section 11.12, other than Section 11.12(b)(1),
will apply as if the surviving spouse were the Participant.


(5)    Notwithstanding the
preceding provisions, Participants or Beneficiaries may elect on an individual
basis to apply the 5-year rule rather than the life expectancy rule in
Sections 11.12(b) and 11.12(d)(2) to distributions after the death of
a Participant who has a designated Beneficiary. The election must be made no
later than the earlier of September 30 of the calendar year in which
distribution would be required to begin under this Section 11.12(b), or by
September 30 of the calendar year which contains the fifth anniversary of
the Participant’s (or, if applicable, surviving spouse’s) death. If neither
Participant nor Beneficiary makes an election to apply the 5-year rule under
this paragraph, distributions will be made in accordance with Sections 11.12(b) and
11.12(d)(2). This Section 11.12(b)(5) shall not apply and no
individual election shall be permitted if the Trustee or Plan recordkeeper
cannot accommodate individual elections of the 5-year rule for required
minimum distribution purposes.


For purposes of this Section 11.12(b) and Section 11.12(d),
unless Section 11.12(b)(4) applies, distributions are considered to
begin on the Participant’s Required Beginning Date. If Section 11.12(b)(4) applies,
distributions are considered to begin on the date distributions are required to
begin to the surviving spouse under Section 11.12(b)(1). If distributions
under an annuity purchased from an insurance company irrevocably commence to
the Participant before the Participant’s Required Beginning Date (or to the
Participant’s surviving spouse before the date distributions are required to
begin to the surviving spouse under Section 11.12(b)(1)), the date
distributions are considered to begin is the date distributions actually
commence.


(c)    Amount of Required Minimum
Distributions During the Participant’s Lifetime.


(1)    Amount of Required Minimum
Distribution For Each Distribution Calendar Year.   During the
Participant’s lifetime, the minimum amount that will be distributed for each
Distribution Calendar Year is the lesser of:


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


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


(2)    Lifetime Required Minimum Distributions Continue Through Year of
Participant’s Death.   Required minimum distributions will be
determined under this Section 11.12(c) beginning with the first
Distribution Calendar Year and up to and including the Distribution Calendar
Year that includes the Participant’s date of death.


(d)    Amount of Required Minimum Distributions
After the Participant’s Death.


(1)    Death of Participant on or
after the date distributions begin.   If the Participant dies on
or after the date distributions begin and there is a designated Beneficiary,
the minimum amount that will be distributed for each Distribution Calendar Year
after the year of the Participant’s death is the 



 26
 








quotient obtained by
dividing the Participant’s Account Balance by the longer of the remaining Life
Expectancy of the Participant or the remaining Life Expectancy of the
Participant’s designated Beneficiary determined as follows:


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


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


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


Notwithstanding the
foregoing, if the Participant dies on or after the date distributions begin and
there is no designated Beneficiary as of September 30 of the year after
the year of the Participant’s death, the minimum amount that will be
distributed for each Distribution Calendar Year after the year of the
Participant’s death is the quotient obtained by dividing the Participant’s Account
Balance by the Participant’s remaining Life Expectancy calculated using the age
of the Participant in the year of death, reduced by one for each subsequent
year.


(2)    Death of Participant
before the date distributions begin.   Except as provided in Section 11.12(b)(5), if the
Participant dies before the date distributions begin and there is a designated
Beneficiary, the minimum amount that will be distributed for each Distribution
Calendar Year after the year of the Participant’s death is the quotient
obtained by dividing the Participant’s Account Balance by the remaining Life
Expectancy of the Participant’s designated Beneficiary, determined as provided
in Section 11.12(d)(1). If the Participant dies before the date
distributions begin and there is no designated Beneficiary as of September 30
of the year following the year of the Participant’s death, distribution of the
Participant’s entire interest will be completed by December 31 of the
calendar year containing the fifth anniversary of the Participant’s death. If
the Participant dies before the date distributions begin, the Participant’s
surviving spouse is the Participant’s sole designated Beneficiary, and the
surviving spouse dies before distributions are required to begin to the
surviving spouse under Section 11.12(b)(1), this Section 11.12(d)(2) will
apply as if the surviving spouse were the Participant.


(e)    Form of distributions.   Unless the
Participant’s interest is distributed in the form of an annuity purchased from
an insurance company or in a single sum on or before the Required Beginning
Date, as of the first Distribution Calendar Year, distributions will be made in
accordance with Sections 11.12(c) and 11.12(d). If the Participant’s
interest is distributed in the form of an annuity purchased from an insurance
company, distributions thereunder will be made in accordance with the
requirements of section 401(a)(9) of the Code and the Treasury
Regulations.


(f)     Definitions.   The following definitions are applicable to this
Section 11.12:


(1)    “Distribution Calendar
Year.”   A calendar year for
which a minimum distribution is required. For distributions beginning before
the Participant’s death, the first Distribution Calendar Year is the calendar
year immediately preceding the calendar year which contains the Participant’s
Required Beginning Date. For distributions beginning after the Participant’s
death, the first Distribution Calendar Year is the calendar year in which
distributions are required to begin under 



 27
 








Section 11.12(b). The
required minimum distribution for the Participant’s first Distribution Calendar
Year will be made on or before the Participant’s Required Beginning Date. The
required minimum distribution for other Distribution Calendar Years, including
the required minimum distribution for the Distribution Calendar Year in which
the Participant’s Required Beginning Date occurs, will be made on or before December 31
of that Distribution Calendar Year.


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


(3)    “Account Balance.”   The Participant’s Account balance as
of the last Trade Date in the calendar year immediately preceding the
Distribution Calendar Year (the “Valuation Calendar Year”) increased by the
amount of any Contributions made and allocated or forfeitures allocated to the
Participant’s Account balance as of any date in the Valuation Calendar Year
after the last Trade Date and decreased by distributions made in the Valuation
Calendar Year after the last Trade Date. The Participant’s Account balance for
the Valuation Calendar Year includes any amounts rolled over or transferred to
the Plan either in the Valuation Calendar Year or in the Distribution Calendar
Year if distributed or transferred in the Valuation Calendar Year.


11.13        Beneficiary Designation.   Each
Participant may complete a beneficiary designation form indicating the
Beneficiary who is to receive the Participant’s remaining Plan interest at the
time of his or her death. The designation may be changed at any time. However,
a Participant’s spouse shall be the sole primary Beneficiary unless the
designation includes Spousal Consent for another Beneficiary. If no proper
designation is in effect at the time of a Participant’s death or if the
Beneficiary does not survive the Participant, the Beneficiary shall be, in the
order listed, the:


(a)    Participant’s surviving
spouse,


(b)    Participant’s children, in
equal shares, (or if a child does not survive the Participant, and that child
leaves issue, the issue shall be entitled to that child’s share, by right of
representation), or


(c)    Participant’s estate.


11.14        QJSA and QPSA Annuity Information and Elections.   Effective
January 1, 2003, the following definitions, information and election rules shall
apply only to a Participant’s Money Purchase Pension Account:


(a)    Annuity Starting Date.   The first day of the first period
for which an amount is payable as an annuity, or, in the case of a benefit not
payable in the form of an annuity, the first day on which all events have
occurred which entitle the Participant to such benefit. Such date shall be a
date no earlier than the expiration of the seven-day period that commences the
day after the information described in the QJSA Information to a Participant
paragraph below is provided to the Participant.


(b)    “QJSA.”   A
qualified joint and survivor annuity, meaning for a married Participant, a form
of benefit payment which is the actuarial equivalent of the Participant’s
vested Account balance at the Annuity Starting Date, payable to the Participant
in monthly payments for life and providing that, if the Participant’s spouse
survives him or her, monthly payments equal to 50% of the amount payable to the
Participant during his or her lifetime shall be paid to the spouse for the
remainder of such person’s lifetime and for a single Participant, a form of
benefit payment which is the actuarial equivalent of the Participant’s vested
Account balance at the Annuity Starting Date, payable to the Participant in
monthly payments for life.


(c)    “QPSA.”   A
qualified pre-retirement survivor annuity, meaning that upon the death of a
Participant before the Annuity Starting Date, the vested portion of the
Participant’s Account becomes payable to the surviving spouse as a life
annuity, except to the extent of any Loan Account balance, unless 



 28
 








Spousal Consent has been
given to a different Beneficiary or the surviving spouse chooses a different
form of payment.


(d)    QJSA Information to a Participant. No less than
90 days before the Annuity Starting Date, each Participant shall be given a
written explanation of (1) the terms and conditions of the QJSA, (2) the
right to a period of at least 30 days after receipt of written explanation to
make election to waive this form of payment and choose an optional form of
payment and the effect of this election, (3) the right to revoke this
election and the effect of this revocation, and (4) the need for Spousal
Consent.


(e)    QJSA Election. A Participant may elect, and
such election shall include Spousal Consent if married, at any time within the
90 day period ending on the Annuity Starting Date, to (1) waive the right
to receive the QJSA and elect an optional form of payment, or (2) revoke
or change any such election.


(f)     QPSA Beneficiary Information to Participant. Upon
becoming a Participant, and with updates as needed to insure such information
is accurate and readily available to each Participant who is between the ages
of 32 and 35, each married Participant shall be given written information
stating that (1) his or her death benefit is payable to his or her
surviving spouse, (2) he or she may choose that the benefit be paid to a
different Beneficiary, (3) he or she has the right to revoke or change a
prior designation and the effects of such revocation or change, and (4) the
need for Spousal Consent.


(g)    QPSA Beneficiary Designation by Participant. A
married Participant may designate, with Spousal Consent, a non-spouse
Beneficiary at any time after the Participant has been given the information in
the QPSA Beneficiary Information to Participant paragraph above and upon the
earlier of (1) the date the Participant has terminated employment, or (2) the
beginning of the Plan Year in which the Participant attains age 35.


(h)    QPSA Information to a Surviving Spouse. Each
surviving spouse shall be given a written explanation of (1) the terms and
conditions of being paid his or her Account balance in the form of a single
life annuity, (2) the right to make an election to waive this form of
payment and choose an optional form of payment and the effect of this election,
and (3) the right to revoke this election and the effect of this
revocation.


(i)     QPSA Election by Surviving Spouse. A surviving
spouse may elect, at any time up to the Annuity Starting Date, to (1) waive
the right to receive a single life annuity and elect an optional form of
payment, or (2) revoke or change any such election.


11.15        Put Option.   To the
extent required by Code section 409(h)(1)(B), the Company shall issue a “Put
Option” to each Participant or Beneficiary receiving a distribution of Company
Stock from the Plan if, at the time of distribution, the Company Stock is not
then readily tradable on an established market, as defined in Code
section 409(h) and Treasury Regulations thereunder. The Put Option
shall permit the Participant or Beneficiary to sell such Company Stock to the
Employer at its then fair market value (determined in accordance with Section 17.7),
to the Company at any time during the 60 day period commencing on the date the
Company Stock was distributed to the recipient and, if not exercised within
that period, the Put Option will temporarily lapse. Upon the close of the Plan
Year in which such temporary lapse of the Put Option occurs, the “qualified
independent appraiser” (as defined in Section 17.7) shall determine the
value of the Company Stock, and the Committee shall notify each distributee who
did not exercise the initial Put Option prior to its temporary lapse in the
preceding Plan Year of the revised value of the Company Stock. The time during
which the Put Option may be exercised shall recommence on the date such notice
or revaluation is given and shall permanently terminate 60 days thereafter. The
trustee may be permitted by the Company to purchase Company Stock put to the
Company under a Put Option. At the option of the Company or Trustee (as
directed by the Committee), as the case 



 29
 








may be, the payment for the Company Stock sold
pursuant to a Put Option shall be made, as determined in the discretion of the
Company or the Trustee (as directed by the Committee), as the case may be, in
the following forms:


(a)    if the Company Stock was
distributed as part of a total distribution (determined in accordance with
section 409(h)(5) of the Code), then payment will be made with a
promissory note which provides for substantially equal annual installments
commencing within 30 days from the date of the exercise of the Put Option and
over a period not exceeding 5 years, with interest payable at a reasonable rate
(as determined by the Company) on any unpaid installment balance, with adequate
security provided, and without penalty for any prepayment of such installments;
or


(b)    in a lump sum no later
than 30 days after such Participant exercises the Put Option.


At the
direction of the Company, the Trustee on behalf of the Trust may offer to
purchase any shares of Company Stock (which are not sold pursuant to a Put
Option) from any former Participant or Beneficiary at any time in the future,
at their then fair market value.


12.   ADP AND ACP TESTS


12.1          Contribution Limitation Definitions.   The
following definitions are applicable to this Section 12 (where a
definition is contained in both Sections 1 and 12, for purposes of Section 12
the Section 12 definition shall be controlling):


(a)    “ACP” or “Average Contribution Percentage.”   The
Average Percentage calculated using Contributions (as defined in this Section)
allocated to Participants as of a date within the Plan Year.


(b)    “ACP Test.”   The determination of whether
the ACP is in compliance with the Basic or Alternative Limitation for a Plan
Year (as defined in Section 12.2).


(c)    “ADP” or “Average Deferral Percentage.”   The
Average Percentage (as defined in this Section) calculated using Deferrals (as
defined in this Section) allocated to Participants as of a date within the Plan
Year.


(d)    “ADP Test.”   The determination of whether
the ADP is in compliance with the Basic or Alternative Limitation for a Plan
Year (as defined in Section 12.2).


(e)    “Average Percentage.”   The average of the
calculated percentages for Participants within the specified group. The
calculated percentage refers to either the “Deferrals” or “Contributions” (as
defined in this Section) made on each Participant’s behalf for the Plan Year,
divided by his or her Compensation for the portion of the Plan Year in which he
or she was an Eligible Employee while a Participant. (Employee Contributions to
this Plan or comparable contributions to plans of Related Companies which shall
be refunded solely because they exceed the Contribution Dollar Limit are
included in the percentage for the HCE Group but not for the NHCE Group.)


(f)     “Contributions” shall include Company Match
Contributions. In addition, Contributions may include Employee Contributions,
but only to the extent that (1) the Employer elects to use them, (2) they
are not used or counted in the ADP Test and (3) they otherwise satisfy the
requirements as prescribed under Code section 401(m) permitting treatment
as Contributions for purposes of the ACP Test.


(g)    “Current Year Testing Method.”   The use of
the Plan Year’s ADP for the Plan Year’s NHCE Group for purposes of performing
the Plan Year’s ADP Test and/or the use of the Plan Year’s ACP for the Plan
Year’s NHCE Group for purposes of performing the Plan Year’s ACP Test.


(h)    “Deferrals” shall include Employee
Contributions.



 30
 








(i)     “HCE” or “Highly Compensated Employee.”   For
Plan Years commencing after December 31, 1996, with respect to all Related
Companies, an Employee who (in accordance with Code section 414(q)):


(1)    Was a more than 5-percent
Owner (within the meaning of Code section 414(q)(2)) at any time during the
Plan Year or the preceding Plan Year; or


(2)    Received Compensation
during the preceding Plan Year in excess of $80,000 (as adjusted for such Year
pursuant to Code sections 414(q)(1) and 415(d)).


A former Employee shall be treated as an HCE if (1) such
former Employee was an HCE when he or she separated from service, or (2) such
former Employee was an HCE in service at any time after attaining age 55.


(j)     “HCE Group” and “NHCE Group.”   With respect to all Related Companies,
the respective group of HCEs and NHCEs who are eligible to have amounts
contributed on their behalf for the respective Plan Year, including Employees
who would be eligible but for their election not to participate or to
contribute, or because their Pay is greater than zero but does not exceed a
stated minimum. For Plan Years commencing after December 31, 1998, with
respect to all Related Companies, if the Plan permits participation prior to an
Eligible Employee’s satisfaction of the minimum age and service requirements of
Code section 410(a)(1)(A), Eligible Employees who have not met the minimum age
and service requirements of Code section 410(a)(1)(A) may be excluded in
the determination of the NHCE Group, but not in the determination of the HCE
Group, for purposes of (i) the ADP Test, if Code section 410(b)(4)(B) is
applied in determining whether the 401(k) portion of the Plan meets the
requirements of Code section 410(b), or (ii) the ACP Test, if Code section
410(b)(4)(B) is applied in determining whether the 401(m) portion of
the Plan meets the requirements of Code section 410(b).


(1)    If the Related Companies
maintain two or more plans which are subject to the ADP or ACP Test and are
considered as one plan for purposes of Code sections 401(a)(4) or 410(b),
all such plans shall be aggregated and treated as one plan for purposes of
meeting the ADP and ACP Tests, provided that the plans may only be aggregated
if they have the same plan year.


(2)    If an HCE is covered by
more than one cash or deferred arrangement, or more than one arrangement
permitting employee or matching contributions, maintained by the Related
Companies, all such plans shall be aggregated and treated as one plan (other
than those plans that may not be permissively aggregated) for purposes of
calculating the separate percentage for the HCE which is used in the
determination of the Average Percentage. For purposes of the preceding
sentence, if such plans have different plan years, the plans are aggregated
with respect to the plan years ending with or within the same calendar year.


(k)    “NHCE” or “Non-Highly Compensated Employee.”   An Employee who is
not an HCE.


(l)     “Prior Year Testing Method.”   The
use of the preceding Plan Year’s ADP for the preceding Plan Year’s NHCE Group
for purposes of performing the Plan Year’s ADP Test and/or the use of the
preceding Plan Year’s ACP for the preceding Plan Year’s NHCE Group for purposes
of performing the Plan Year’s ACP Test.


12.2          ADP and ACP Tests.   Effective for
Plan Years beginning on and after January 1, 2003, the Plan is intended to
satisfy the safe-harbor requirements of Sections 401(k)(12) and 401(m)(11) of
the Code.



 31
 








For Plan Years commencing before January 1, 1997,
for each Plan Year, the Current Year Testing Method shall be used and the ADP
and ACP for the HCE Group must meet either the Basic or Alternative Limitation
when compared to the respective ADP and ACP for the NHCE Group, defined below:


For Plan Years commencing after December 31,
1996, for each Plan Year, the Prior Year Testing Method shall be used and the
ADP and ACP for the HCE Group must meet either the Basic or Alternative Limitation
when compared to the respective preceding Plan Year’s ADP and ACP for the
preceding Plan Year’s NHCE Group, defined as follows:


(a)    Basic Limitation.   The HCE Group Average
Percentage may not exceed 1.25 times the NHCE Group Average Percentage.


(b)    Alternative
Limitation.   The HCE Group Average Percentage is limited by reference to
the NHCE Group Average Percentage as follows:


	
  If the NHCE Group

  Average Percentage is:

  	
   

  	
  Then the Maximum HCE
  Group

  Average Percentage is:

  
	
  Less than 2%

  	
   

  	
  2 times NHCE Group
  Average %

  
	
  2% to 8%

  	
   

  	
  NHCE Group Average % plus 2%

  
	
  More than 8%

  	
   

  	
  NA - Basic Limitation applies

  



 


12.3          Correction of ADP and ACP Tests.   For
Plan Years commencing after December 31, 1996, for each Plan Year, if the
ADP or ACP Tests is/are not met, the Administrator shall determine, no later
than the end of the next Plan Year, a maximum percentage to be used in place of
the calculated percentage for all HCEs that would reduce the ADP and/or ACP for
the HCE Group by a sufficient amount to meet the ADP and ACP Tests.


With regard to each HCE whose Deferral percentage
and/or Contribution percentage is in excess of the maximum percentage, a dollar
amount of excess Deferrals and/or excess Contributions shall then be determined
by (i) subtracting the product of such maximum percentage for the ADP and
the HCE’s Compensation from the HCE’s actual Deferrals and (ii) subtracting
the product of such maximum percentage for the ACP and the HCE’s Compensation
from the HCE’s actual Contributions. Such amounts shall then be aggregated to
determine the total dollar amount of excess Deferrals and/or excess
Contributions. ADP and/or ACP corrections shall be made in accordance with the
leveling method as described below.


(a)    ADP Correction.   The HCE with the highest
Deferral dollar amount shall have his or her Deferral dollar amount reduced in
an amount equal to the lesser of the dollar amount of excess Deferrals for all
HCEs or the dollar amount that would cause his or her Deferral dollar amount to
equal that of the HCE with the next highest Deferral dollar amount. The process
shall be repeated until the total of the Deferral dollar amount reductions
equals the dollar amount of excess Deferrals for all HCEs.


To the extent an HCE’s Deferrals were determined to be
reduced as described in the paragraph above, Employee Contributions shall, by
the end of the next Plan Year, be refunded to the HCE, except that such amount
to be refunded shall be reduced by Employee Contributions previously refunded because
they exceeded the Contribution Dollar Limit. The excess amounts shall first be
taken from unmatched Employee Contributions and then from matched Employee
Contributions. Any Matching Contributions attributable to refunded excess
Employee Contributions as described in this Section, adjusted for investment
gain or loss for the Plan Year to which the excess Employee Contributions
relate, shall be forfeited and used as described in Section 8.



 32
 








(b)    ACP Correction.   The HCE with the highest
Contribution dollar amount shall have his or her Contribution dollar amount
reduced in an amount equal to the lesser of the dollar amount of excess
Contributions for all HCEs or the dollar amount that would cause his or her
Contribution dollar amount to equal that of the HCE with the next highest
Contribution dollar amount. The process shall be repeated until the total of
the Contribution dollar amount reductions equals the dollar amount of excess
Contributions for all HCEs.


To the extent an HCE’s Contributions were determined
to be reduced as described in the paragraph above, Company Match Contributions
shall, by the end of the next Plan Year, be refunded to the HCE to the extent
vested, and forfeited and used as described in Section 8 or to reduce
future Contributions to be made by an Employer as soon as administratively
feasible to the extent such amounts were not vested, as of the end of the Plan
Year being tested. The excess amounts shall be taken from unmatched After-Tax
Contributions and then as a proportional combination of matched After-Tax and
Matching Contributions from Matching Contributions.


(c)    Investment Fund Sources.   Once the amount
of excess Deferrals and/or Contributions is determined, and with regard to
excess Contributions, allocated by type of Contribution, within each Account
from which amounts are refunded or forfeited, amounts shall first be taken from
the Sweep Account and then taken by Investment Fund in direct proportion to the
market value of the Participant’s interest in each Investment Fund which
excludes his or her Loan Account balance as of the Trade Date on which the
correction is processed.


12.4          Multiple Use Test.   The multiple use
test as described under Treasury Regulation Section 1.401(m)-2 shall
not apply for Plan Years beginning after December 31, 2001.


12.5          Adjustment for Investment Gain or Loss.   Any
excess Deferrals or Contributions to be refunded to a Participant or forfeited
in accordance with Section 12.3 or 12.5 shall be adjusted for investment
gain or loss in accordance with Treas. Reg. § 1.401(m)-1(e)(3)(ii). However,
refunds or forfeitures shall not include investment gain or loss for the period
between the end of the applicable Plan Year and the date of distribution.


12.6          Testing
Responsibilities and Required Records. The Administrator shall be
responsible for ensuring that the Plan meets the ADP Test and the ACP Test, and
that the Contribution Dollar Limit is not exceeded. In carrying out its
responsibilities, the Administrator shall have sole discretion to limit or
reduce Deferrals or Contributions at any time. The Administrator shall maintain
records which are sufficient to demonstrate that the ADP Test and the ACP Test
have been met for each Plan Year for at least as long as the Employer’s
corresponding tax year is open to audit.


12.7          Separate Testing.


(a)     Multiple Employers:   The
determination of HCEs, NHCEs, and the performance of the ADP Test and the ACP
Test and any corrective action resulting therefrom, shall be made separately
with regard to the Employees of each Employer (and its Related Companies) that
is not a Related Company with the other Employer(s).


(b)     Collective Bargaining
Units:   The performance of the ADP Test, and if applicable, the ACP Test
and any corrective action resulting therefrom, shall be applied separately to
Employees who are eligible to participate in the Plan as a result of a
collective bargaining agreement.


In addition, separate
testing may be applied, at the discretion of the Administrator and to the
extent permitted under Treasury regulations, to any group of Employees for whom
separate testing is permissible.



 33















13.   MAXIMUM CONTRIBUTION
AND BENEFIT LIMITATIONS


13.1          “Annual Addition” Defined.   The
sum of all amounts allocated to the Participant’s Account for a Plan Year. Amounts
include contributions (except for rollovers or transfers from another qualified
plan), forfeitures and, if the Participant is a Key Employee (pursuant to Section 14)
for the applicable or any prior Plan Year, medical benefits provided pursuant
to Code section 419A(d)(1). For purposes of this Section 13.1, “Account”
also includes a Participant’s account in all other defined contribution plans
currently or previously maintained by any Related Company. The Plan Year refers
to the year to which the allocation pertains, regardless of when it was
allocated. The Plan Year shall be the Code section 415 limitation year.


13.2          Maximum Annual Addition.


(a)     The
Annual Addition to a Participant’s accounts under this Plan and any other
defined contribution plan maintained by any Related Company for any Plan Year
shall not exceed the lesser of (1) 25% of his or her Compensation or (2) $30,000
(as adjusted for the cost of living pursuant to Code section 415(d)).


(b)     Notwithstanding
the above, effective for Plan Years beginning after December 31, 2001,
except to the extent permitted by Section 3.1(b) and Section 414(v) of
the Code, if applicable, Annual Addition to a Participant’s accounts under this
Plan and any other defined contribution plan maintained by any Related Company
for any Plan Year shall not exceed the lesser of: (1) $40,000 adjusted
annually as provided in Code Section 415(d) pursuant to the Treasury
Regulations, or (2) 100 percent of his or her Compensation for the Plan
Year.


13.3          Correcting an Excess
Annual Addition.   Upon the discovery of an excess Annual Addition to a
Participant’s Account (resulting from forfeitures, allocations, reasonable
error in determining Participant compensation or the amount of elective
contributions, or other facts and circumstances acceptable to the Internal
Revenue Service) the excess amount (adjusted to reflect investment gains) shall
first be returned to the Participant to the extent of his or her Employee
Contributions (however to the extent Employee Contributions were matched, the
applicable Company Match Contributions shall be forfeited in proportion to the
returned matched Employee Contributions) and the remaining excess, if any,
shall be forfeited by the Participant first from Company Match Contributions,
then from Profit Sharing Contributions and then from ESOP Contributions and
together with forfeited Company Match Contributions attributable to returned
Employee Contributions used as described in Section 8.4.


13.4          Correcting
a Multiple Plan Excess.   If a Participant, whose Account is credited
with an excess Annual Addition, received allocations to more than one defined
contribution plan, the excess shall be corrected by first reducing the Annual
Addition to this Plan before any reductions are made to the other defined
contribution plans.


14.   TOP HEAVY
RULES


14.1          Top Heavy Definitions.   When
capitalized, the following words and phrases have the following meanings when
used in this Section:


(a)     “Aggregation Group.”   The
group consisting of each qualified plan of an Employer (and its Related Companies)
(1) in which a Key Employee is a participant or was a participant during
the determination period (regardless of whether such plan has terminated), or (2) which
enables another plan in the group to meet the requirements of Code sections
401(a)(4) or 410(b). The Employer may also treat any other qualified plan
as part of the group if the group would continue to meet the requirements of
Code sections 401(a)(4) and 410(b) with such plan being taken into
account.



 34
 








(b)     “Determination Date.”   The
last Trade Date of the preceding Plan Year or, in the case of the Plan’s first
year, the last Trade Date of the first Plan Year.


(c)     “Key Employee.”   A
current or former Employee (or his or her Beneficiary) who at any time during
the five year period ending on the Determination Date was:


(1)     an officer of a Related Company whose
Compensation (i) exceeds 50% of the amount in effect under Code section
415(b)(1)(A) and (ii) places him within the following highest paid
group of officers:


	
  Number of
  Employees

  not Excluded Under Code

  Section 414(q)(8)

  	
   

  	
  Number of Highest Paid

  Officers Included

  
	
  Less than 30

  	
   

  	
  3

  
	
  30 to 500

  	
   

  	
  10% of the number of
  Employees not excluded under Code section 414(q)(8)

  
	
  More than 500

  	
   

  	
  50

  



 


(2)     a
more than 5% Owner,


(3)     a
more than 1% Owner whose Compensation exceeds $150,000, or


(4)     a
more than 0.5% Owner who is among the 10 Employees owning the largest interest
in a Related Company and whose Compensation exceeds the amount in effect under
Code section 415(c)(1)(A).


Effective for Plan Years
beginning after December 31, 2001, “Key Employee” means any Employee or
former Employee (including any deceased Employee) who at any time during the
Plan Year that includes the determination date was an officer of the Employer
having annual Compensation greater than $130,000 (as adjusted under Section 415(i)(1) of
the Code for Plan Years beginning after December 31, 2001), a 5% Owner, or
a 1% Owner whose Compensation exceeds $150,000.


(d)     “Plan Benefit.”   The
sum as of the Determination Date of (1) an Employee’s Account, (2) the
present value of his or her other accrued benefits provided by all qualified
plans within the Aggregation Group, and (3) the aggregate distributions
made within the five year period ending on such date. Plan Benefits shall exclude
rollover contributions and plan to plan transfers made after December 31,
1983 which are both employee initiated and from a plan maintained by a
non-related employer.


Effective for Plan Years
beginning after December 31, 2001, “Plan Benefit” shall equal the sum as
of the Determination Date of (1) an Employee’s Account, (2) the
present value of his or her other accrued benefits provided by all qualified
plans within the Aggregation Group, and (3) the aggregate distributions
made with respect to the Employee under the Plan and any Plan aggregated with
the Plan under Section 416(g)(2) of the Code during the one-year
period ending on such date. The preceding sentence shall also apply to
distributions under a terminated plan which, had it not been terminated, would
have been aggregated with the Plan under Section 416(g)(2)(A)(i) of
the Code. In the case of a distribution made for a reason other than separation
from service, death or disability, this provision shall be applied by
substituting “five-year period” for “one-year period.”


(e)     “Top Heavy.”   The Plan’s status when the Plan Benefits
of Key Employees account for more than 60% of the Plan Benefits of all
Employees who have performed services at any time during the five year period
ending on the Determination Date. The Plan Benefits of Employees who were, but
are no longer, Key Employees (because they have not been an officer or Owner
during the five year period), are excluded in the determination. Effective for
Plan Years after December 31, 2001, the accrued benefits and 



 35
 








accounts of a
Participant or former Employee who has not performed services for the Employer
during the one year period ending on the Determination Date shall not be taken
into account.


14.2          Special Contributions.


(a)     Minimum Contribution
Requirement.   For each Plan Year in which the Plan is Top Heavy, the
Employer shall not allow any contributions (other than a Rollover Contribution)
to be made by or on behalf of any Key Employee unless the Employer makes a
contribution (other than contributions made by an Employer in accordance with a
Participant’s salary deferral election or contributions made by an Employer
based upon the amount contributed by a Participant) on behalf of all
Participants who were Eligible Employees as of the last day of the Plan Year in
an amount equal to at least 3% of each such Participant’s Compensation. The
Administrator shall remove any such contributions (including applicable
investment gain or loss) credited to a Key Employee’s Account in violation of
the foregoing rule and return them to the Employer or Employee to the
extent permitted by the Limited Return of Contributions paragraph of Section 18.
Effective for Plan Years beginning after December 31, 2001, Company
Matching Contributions shall be taken into account for purposes of satisfying
the minimum contribution requirements as outlined above.


(b)     Overriding
Minimum Benefit.   Notwithstanding, contributions shall be permitted on
behalf of Key Employees if the Employer also maintains a defined benefit plan
which automatically provides a benefit which satisfies the Code section 416(c)(1) minimum
benefit requirements, including the adjustment provided in Code section
416(h)(2)(A), if applicable. If this Plan is part of an aggregation group in
which a Key Employee is receiving a benefit and no minimum is provided in any
other plan, a minimum contribution of at least 3% of Compensation shall be
provided to the Participants specified in the preceding paragraph. In addition,
the Employer may offset a defined benefit minimum by contributions (other than
contributions made by an Employer in accordance with a Participant’s salary
deferral election or contributions made by an Employer based upon the amount
contributed by a Participant) made to this Plan.


15.   PLAN ADMINISTRATION


15.1          Plan Delineates
Authority and Responsibility.   Plan fiduciaries include the Company,
the Administrator, the Committee and/or the Trustee, as applicable, whose
specific duties are delineated in this Plan and the Trust. In addition, Plan
fiduciaries also include any other person to whom fiduciary duties or
responsibility is delegated with respect to the Plan. Any person or group may
serve in more than one fiduciary capacity with respect to the Plan. To the
extent permitted under ERISA section 405, no fiduciary shall be liable for a
breach by another fiduciary.


15.2          Fiduciary Standards.   Each
fiduciary shall:


(a)     discharge
his or her duties in accordance with this Plan and the Trust to the extent they
are consistent with ERISA;


(b)     use
that degree of care, skill, prudence and diligence that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct of
an enterprise of a like character and with like aims;


(c)     act
with the exclusive purpose of providing benefits to Participants and their
Beneficiaries, and defraying reasonable expenses of administering the Plan;


(d)     diversify
Plan investments, to the extent such fiduciary is responsible for directing the
investment of Plan assets, so as to minimize the risk of large losses, unless
under the circumstances it is clearly prudent not to do so; and



 36
 








(e)     treat
similarly situated Participants and Beneficiaries in a uniform and
nondiscriminatory manner.


15.3          Company is ERISA Plan
Administrator.   The Company is the plan administrator, within the
meaning of ERISA section 3(16), which is responsible for compliance with all
reporting and disclosure requirements, except those that are explicitly the
responsibility of the Trustee under applicable law. The Administrator and/or
Committee shall have any necessary authority to carry out such functions
through the actions of the Administrator, duly appointed officers of the
Company, and/or the Committee.


15.4          Administrator Duties.   The
Administrator shall have the discretionary authority to construe this Plan and
the Trust, and to do all things necessary or convenient to effect the intent
and purposes thereof, whether or not such powers are specifically set forth in
this Plan and the Trust. Actions taken in good faith by the Administrator shall
be conclusive and binding on all interested parties, and shall be given the
maximum possible deference allowed by law. In addition to the duties listed
elsewhere in this Plan and the Trust, the Administrator’s authority shall
include, but not be limited to, the discretionary authority to:


(a)     determine
who is eligible to participate, if a contribution qualifies as a rollover
contribution, the allocation of Contributions, and the eligibility for loans,
withdrawals and distributions;


(b)     provide
each Participant with a summary plan description no later than 90 days after he
or she has become a Participant (or such other period permitted under ERISA
section 104(b)(1)), as well as informing each Participant of any material
modification to the Plan in a timely manner;


(c)     make
a copy of the following documents available to Participants during normal work
hours: this Plan and the Trust (including subsequent amendments), all annual
and interim reports of the Trustee related to the entire Plan, the latest
annual report and the summary plan description;


(d)     determine
the fact of a Participant’s death and of any Beneficiary’s right to receive the
deceased Participant’s interest based upon such proof and evidence as it deems
necessary;


(e)     establish
and review at least annually a funding policy bearing in mind both the
short-run and long-run needs and goals of the Plan. To the extent Participants
may direct their own investments, the funding policy shall focus on which
Investment Funds are available for Participants to use; and


(f)     adjudicate
claims pursuant to the claims procedure described in Section 18.


15.5          Advisors May be
Retained.   The Administrator may retain such agents and advisors
(including attorneys, accountants, actuaries, consultants, record keepers,
investment counsel and administrative assistants) as it considers necessary to
assist it in the performance of its duties. The Administrator shall also comply
with the bonding requirements of ERISA section 412.


15.6          Delegation of
Administrator Duties.   The Company, as Administrator of the Plan, has
appointed a Committee to administer the Plan on its behalf. Except to the
extent that the Company otherwise provides, any delegation of duties to a
Committee shall carry with it the full discretionary authority of the
Administrator to complete such duties. The Committee shall be comprised of the
individuals who may from time to time hold the following positions: Vice
President Human Resources, Manager of Benefits, Treasurer, and one or more
at-large members who may be appointed by the Board from time to time. The
appointment of any person to such position shall automatically constitute the
appointment of such person to the Committee. The resignation, termination or
transfer of any person from such position, or in the case of an at-large
member, termination of employment with the Company, shall constitute the
automatic resignation of such person from the Committee. In the event of a
vacancy on the Committee, the members of the Committee or the Board may appoint
an interim Committee member to fill such vacancy. If the interim Committee
member is appointed to fill a vacancy due to a vacancy in one of the positions
listed above, such individual shall serve until a person is named to the
designated position, at which time the interim Committee member shall be deemed
to have resigned and the person appointed to 



 37
 








the designated
position shall automatically be appointed to the Committee. The Committee may
act notwithstanding the event of a vacancy on the Committee due to a vacancy in
one or more of the positions listed above. All appointments to the Committee
(including automatic appointments of holders of designated positions and
interim appointments) are subject to the acceptance by the appointee.


15.7          Committee Operating
Rules.


(a)     Actions of Majority.   Any
act delegated by the Company to the Committee may be done by a majority of its
members. The majority may be expressed by a vote at a meeting or in writing
without a meeting, and a majority action shall be equivalent to an action of
all Committee members.


(b)     Meetings.   The
Committee shall hold meetings upon such notice, place and times as it
determines necessary to conduct its functions properly.


(c)     Notice
to Trustee.   The Committee may authorize one or more of its members to
execute documents on its behalf and may authorize one or more of its members or
other individuals who are not members to give written direction to the Trustee
in the performance of its duties.


16.   MANAGEMENT  OF INVESTMENTS


16.1          Trust Agreement.   All
Plan assets shall be held by the Trustee in trust, in accordance with those
provisions of this Plan and the Trust which relate to the Trustee, for use in
providing Plan benefits and paying Plan fees and expenses not paid directly by
the Employer. Plan benefits shall be drawn solely from the Trust and paid by
the Trustee as directed by the Administrator. Notwithstanding, the
Administrator may appoint, with the approval of the Trustee, another trustee to
hold and administer Plan assets which do not meet the requirements of Section 16.2.


16.2          Investment Funds.   The
Administrator is hereby granted authority to direct the Trustee to invest Trust
assets in one or more Investment Funds. The number and composition of
Investment Funds may be changed from time to time, without the necessity of
amending this Plan and the Trust. The Trustee may establish reasonable limits
on the number of Investment Funds as well as the acceptable assets for any such
Investment Fund. Each of the Investment Funds may be comprised of any of the
following:


(a)     shares
of a registered investment company, whether or not the Trustee or any of its
affiliates is an advisor to, or other service provider to, such company;


(b)     collective
investment funds maintained by the Trustee, or any other fiduciary to the Plan,
which are available for investment by trusts which are qualified under Code
sections 401(a) and 501(a);


(c)     individual
equity and fixed income securities which are readily tradable on the open
market;


(d)     guaranteed
investment contracts issued by a bank or insurance company;


(e)     interest
bearing deposits of the Trustee; and


(f)     Company
Stock.


Any Investment Fund assets invested in a collective
investment fund, shall be subject to all the provisions of the instruments
establishing and governing such fund. These instruments, including any
subsequent amendments, are incorporated herein by reference.


16.3          Authority to Hold Cash.   The
Trustee shall have the authority to cause the investment manager of each
Investment Fund to maintain sufficient deposit or money market type assets in
each Investment Fund to handle the Fund’s liquidity and disbursement needs. Each
Participant’s and 



 38
 








Beneficiary’s Sweep
Account, which is used to hold assets pending investment or disbursement, shall
consist of interest bearing deposits of the Trustee.


16.4          Trustee to Act Upon
Instructions.   The Trustee shall carry out instructions to invest
assets in the Investment Funds as soon as practicable after such instructions
are received from the Administrator, Participants, or Beneficiaries. Such
instructions shall remain in effect until changed by the Administrator,
Participants or Beneficiaries.


16.5          Administrator Has Right
to Vote Registered Investment Company Shares.   The Administrator shall
be entitled to vote proxies or exercise any shareholder rights relating to
shares held on behalf of the Plan in a registered investment company. Notwithstanding,
the authority to vote proxies and exercise shareholder rights related to such
shares held in a Custom Fund (as defined in this Section) is vested as provided
otherwise in Section 16.


16.6          Custom Fund Investment
Management.   The Administrator may designate, with the consent of the
Trustee, an investment manager for any Investment Fund established by the
Trustee solely for Participants of the Plan and any other qualified plan of the
Company or a Related Company participating in a master trust with the Plan (a “Custom
Fund”). The investment manager may be an Administrator, Trustee or an
investment manager pursuant to ERISA section 3(38). The Administrator shall
advise the Trustee in writing of the appointment of an investment manager and
shall cause the investment manager to acknowledge to the Trustee in writing
that the investment manager is a fiduciary to the Plan.


A Custom Fund shall be subject to the following:


(a)     Guidelines.   Written
guidelines, acceptable to the Trustee, shall be established for a Custom Fund. If
a Custom Fund consists solely of collective investment funds or shares of a
registered investment company (and sufficient deposit or money market type
assets to handle the Fund’s liquidity and disbursement needs), its underlying
instruments shall constitute the guidelines.


(b)     Authority of Investment
Manager.   The investment manager of a Custom Fund shall have the
authority to vote or execute proxies, exercise shareholder rights, manage,
acquire, and dispose of Trust assets. Notwithstanding, the authority to vote
proxies and exercise shareholder rights related to shares of Company Stock held
in a Custom Fund is vested as provided otherwise in Section 16.


(c)     Custody and Trade Settlement.   Unless
otherwise agreed to by the Trustee, the Trustee shall maintain custody of all
Custom Fund assets and be responsible for the settlement of all Custom Fund
trades. For purposes of this section, shares of a collective investment fund,
shares of a registered investment company and guaranteed investment contracts
issued by a bank or insurance company, shall be regarded as the Custom Fund
assets instead of the underlying assets of such instruments.


(d)     Limited Liability of
Co-Fiduciaries.   Neither the Administrator nor the Trustee shall be
obligated to invest or otherwise manage any Custom Fund assets for which the
Trustee or Administrator is not the investment manager nor shall the
Administrator or Trustee be liable for acts or omissions with regard to the
investment of such assets except to the extent required by ERISA.


16.7          Authority to Segregate
Assets.   The Company may direct the Trustee to split an Investment
Fund into two or more funds in the event any assets in the Fund are illiquid or
the value is not readily determinable. In the event of such segregation, the
Company shall give instructions to the Trustee on what value to use for the
split-off assets, and the Trustee shall not be responsible for confirming such
value.


16.8          Maximum Permitted
Investment in Company Stock.   If the Company provides for a Company
Stock Fund the Fund shall be comprised of Company Stock and sufficient deposit
or money market type assets to handle the Fund’s liquidity and disbursement
needs. The Fund may be as large as 



 39
 








necessary to comply
with Participants’ and Beneficiaries’ investment elections as well the total
investment of Participants’ and Beneficiaries’ ESOP Accounts.


16.9          Participants Have Right
to Vote and Tender Company Stock.   Each Participant or Beneficiary
shall be entitled to instruct the Trustee as to the voting or tendering of any
full or partial shares of Company Stock held on his or her behalf in the
Company Stock Fund. The Administrator shall conclusively determine the number
of shares of Company Stock that are subject to each Participant’s voting
instructions and shall advise the Trustee accordingly. Prior to such voting or
tendering of Company Stock, each Participant or Beneficiary shall receive a
copy of the proxy solicitation or other material relating to such vote or
tender decision and a form for the Participant or Beneficiary to complete which
confidentially instructs the Trustee to vote or tender such shares in the
manner indicated by the Participant or Beneficiary. Upon receipt of such
instructions, the Trustee shall act with respect to such shares as instructed. The
Trustee shall vote any shares of Company Stock held in the Trust with respect
to which it has not received, prior to the date specified therefor, written
instructions on the prescribed form from the Participants who are entitled to
direct the voting of such shares, as directed by the Committee. In the absence
of direction by the Committee, the Trustee shall vote such undirected shares in
the same proportion as the shares for which voting instructions have been
received.


In particular, with
respect to any corporate matter which involves the voting of Company Stock with
respect to the approval or disapproval of any corporate merger or
consolidation, recapitalization, reclassification, liquidation, dissolution,
sale of substantially all of the assets of a trade or business, or such other
transactions which may be prescribed by regulation, each Participant may be
entitled to direct the Trustee as to the exercise of any voting rights
attributable to shares of Company Stock then allocated to his ESOP Account or
Prior ESOP Rollover Account, as required by sections 401(a)(22) and 409(e)(3) of
the Code. The Administrator shall have the sole responsibility for determining
when a corporate matter has arisen that involves the voting of Company Stock
under this provision and shall provide the Trustee with a certification of its
determination and the basis therefor.


16.10       Named Fiduciary.   With respect to voting and tender
rights, each participant is considered a named fiduciary pursuant to ERISA Section 403(a)(1) for
the limited purpose of giving such directions.


16.11       Independent Fiduciary.   Notwithstanding any other
provision herein to the contrary, the Committee may appoint an independent
fiduciary to direct the Trustee, to the extent consistent with ERISA, as to the
voting and/or tender of all shares of Company Stock held by the Trust for which
voting and/or tender instructions are not received from Participants as
provided in Section 16.9.


16.12       Procedures for Voting and Tender Instructions.   The
Committee shall, in its discretion, establish such procedures as may be
appropriate to enable Participants to issue voting and/or tender instructions
including, but not limited to, such procedures as may:


(a)     Specify
the date by which such voting or tender instructions must be received and the
method by which such voting or tender instructions shall be given;


(b)     Provide
Participants with adequate information upon which to base their voting or
tender instructions;


(c)     Ensure
confidentiality of Participants’ votes or tender instructions;


(d)     Protect
Participants from coercion in the exercise of their voting or tender
instructions; and


(e)     Specify
the method for determining the number of shares of Company Stock which are
subject to each Participant’s voting and/or tender instructions.


All procedures established
hereunder shall be applied in a nondiscriminatory and uniform manner.



 40
 








16.13        Registration and
Disclosure for Company Stock.   The Administrator shall be responsible
for determining the applicability (and, if applicable, complying with) the
requirements of the Securities Act of 1933, as amended, the California
Corporate Securities Law of 1968, as amended, and any other applicable blue sky
law. The Administrator shall also specify what restrictive legend or transfer
restriction, if any, is required to be set forth on the certificates for the
securities and the procedure to be followed by the Trustee to effectuate a
resale of such securities.


16.14        Prohibited Allocations.   Notwithstanding any provision in
this Plan to the contrary, if shares of Company Stock are sold to the Plan by a
shareholder in a transaction for which special tax treatment is elected by such
shareholder (or his representative) pursuant to section 1042 of the Code,
no assets attributable to such Company Stock may be allocated to the ESOP
Account or Prior ESOP Rollover Account of:


(a)     any
person who owns (after the application of section 318(a) of the Code)
more than 25 percent in value of the outstanding securities of the
Employers; and


(b)     the
shareholder, and any person who is related to such shareholder (within the
meaning of section 267(b) of the Code), but excluding lineal
descendants of such shareholder as long as not more than 5% of the aggregate
amount of all Company Stock sold by such shareholder or any other relative of
the lineal descendant in a transaction to which section 1042 of the Code
applies is allocated to lineal descendants of such shareholder during the
Nonallocation Period (as defined below).


Further, no other
allocations of ESOP Contributions may be made to the Accounts of such persons
unless additional allocations are made to other Participants, in accordance
with the provisions of sections 401(a) and 410 of the Code. The term “Nonallocation
Period” means the period beginning on the date of sale and ending on the later
of ten years after the date of sale or the date of the allocation attributable
to the final payment on an acquisition loan incurred with respect to the sale.


17.   TRUST ADMINISTRATION


17.1          Trustee to Construe
Trust.   The Trustee shall have the discretionary authority to construe
those provisions of this Plan and the Trust which relate to the Trustee and to
do all things necessary or convenient to the administration of the Trust,
whether or not such powers are specifically set forth in this Plan and the
Trust. Actions taken in good faith by the Trustee shall be conclusive and
binding on all interested parties, and shall be given the maximum possible
deference allowed by law.


17.2          Establishment of a
Master Trust.   The Trustee may establish, at the direction of the
Company, a master trust for the benefit of the Plan and any other qualified
plan of the Company or a Related Company, provided that the Trustee acts as
trustee for such plan pursuant to a plan document which contains a provision
substantially identical to this provision. The assets of the Plan, to the
extent invested in such master trust, shall consist only of that percentage of
the assets of the master trust represented by the value of the interest therein
held by the Plan.


17.3          Trustee
To Act As Owner of Trust Assets.   Subject to the specific conditions
and limitations set forth in this Plan and the Trust, the Trustee shall have
all the power, authority, rights and privileges of an absolute owner of the
Trust assets and, not in limitation but in amplification of the foregoing, may:


(a)     receive,
hold, manage, invest and reinvest, sell, tender, exchange, dispose of,
encumber, hypothecate, pledge, mortgage, lease, grant options respecting,
repair, alter, insure, or distribute any and all property in the Trust;



 41















(b)     borrow
money, participate in reorganizations, pay calls and assessments, vote or
execute proxies, exercise subscription or conversion privileges, exercise
options and register any securities in the Trust in the name of the nominee, in
federal book entry form or in any other form as shall permit title thereto to
pass by delivery;


(c)     renew,
extend the due date, compromise, arbitrate, adjust, settle, enforce or
foreclose, by judicial proceedings or otherwise, or defend against the same,
any obligations or claims in favor of or against the Trust; and


(d)     end,
through a collective investment fund, any securities held in such collective
investment fund to brokers, dealers or other borrowers and to permit such
securities to be transferred into the name and custody and be voted by the
borrower or others.


17.4          United
States Indicia of Ownership.   The Trustee shall not maintain the
indicia of ownership of any Trust assets outside the jurisdiction of the United
States, except as authorized by ERISA section 404(b).


17.5          Tax
Withholding and Payment.


(a)     The
Trustee shall calculate and withhold federal (and, if applicable, state) income
taxes with regard to any Eligible Rollover Distribution that is not paid as a
Direct Rollover in accordance with the Participant’s withholding election or as
required by law if no election is made or the election is less than the amount
required by law. With regard to any taxable distribution that is not an
Eligible Rollover Distribution, the Trustee shall calculate and withhold
federal (and, if applicable, state) income taxes in accordance with the
Participant’s withholding election or as required by law if no election is
made.


(b)     Taxes Due From Investment
Funds. The Trustee shall pay from the Investment Fund any taxes or
assessments imposed by any taxing or governmental authority on such Fund or its
income, including related interest and penalties.


17.6          Trust
Accounting.


(a)     Annual
Report.   Effective May 28, 1999, within 90 days (or other
reasonable period) following the close of the Plan Year, the Trustee shall
provide the Administrator with an annual accounting of Trust assets and
information to assist the Administrator in meeting ERISA’s annual reporting and
audit requirements.


(b)     Periodic Reports.   The Trustee shall
maintain records and provide sufficient reporting to allow the Administrator to
properly monitor the Trust’s assets and activity.


(c)     Administrator Approval.   Approval of any
Trustee accounting shall automatically occur 90 days after such accounting has
been received by the Administrator, unless the Administrator files a written
objection with the Trustee within such time period. Such approval shall be
final as to all matters and transactions stated or shown therein and binding
upon the Administrator.


17.7          Valuation of Certain
Assets.   If the Trustee determines the Trust holds any asset
(including Company Stock) which is not readily tradable and listed on a
national securities exchange registered under the Securities Exchange Act of
1934, as amended, the Trustee shall engage a “qualified independent appraiser”
(as described in the following sentence) to determine the fair market value of
such property, and the appraisal fees shall be paid from the Investment Fund
containing the asset. Any qualified independent appraiser engaged by the Trustee
shall meet requirements similar to the requirements of the regulations
prescribed under Code section 170(a)(1).


17.8          Legal Counsel.   The
Trustee may consult with legal counsel of its choice, including counsel for the
Employer or counsel of the Trustee, upon any question or matter arising under
this Plan and the 



 42
 








Trust. When relied
upon by the Trustee, the opinion of such counsel shall be evidence that the
Trustee has acted in good faith.


17.9          Fees and Expenses.   The
Trustee’s fees for its services as Trustee shall be such as may be mutually
agreed upon by the Company and the Trustee.


17.10        Trustee Duties and Limitations.   The
Trustee’s duties, unless otherwise agreed to by the Trustee, shall be confined
to construing the terms of this Plan and the Trust as they relate to the
Trustee, receiving funds on behalf of and making payments from the Trust,
safeguarding and valuing Trust assets, investing and reinvesting Trust assets
in the Investment Funds as directed by the Administrator, Participants or
Beneficiaries and those duties as described in this Section 17.


The Trustee shall have no
duty or authority to ascertain whether Contributions are in compliance with the
Plan, to enforce collection or to compute or verify the accuracy or adequacy of
any amount to be paid to it by the Employer. The Trustee shall not be liable
for the proper application of any part of the Trust with respect to any disbursement
made at the direction of the Administrator.


18.   RIGHTS, PROTECTION, CONSTRUCTION AND
JURISDICTION


18.1          Plan Does Not Affect
Employment Rights.   The Plan does not provide any employment rights to
any Employee. The Employer expressly reserves the right to discharge an
Employee at any time, with or without cause, without regard to the effect such
discharge would have upon the Employee’s interest in the Plan.


18.2          Compliance With USERRA.   Notwithstanding
any provision of the Plan to the contrary, with regard to an Employee who after
serving in the uniformed services is reemployed on or after December 12,
1994, within the time required by USERRA, contributions shall be made and
benefits and service credit shall be provided under the Plan with respect to
his or her qualified military service (as defined in Code section 414(u)(5)) in
accordance with Code section 414(u).


18.3          Limited
Return of Contributions.   Except as provided in this paragraph, (1) Plan
assets shall not revert to the Employer nor be diverted for any purpose other
than the exclusive benefit of Participants or their Beneficiaries; and (2) a
Participant’s vested interest shall not be subject to divestment. As provided
in ERISA section 403(c)(2), the actual amount of a Contribution made by the
Employer (or the current value of the Contribution if a net loss has occurred)
may revert to the Employer if:


(a)     such
Contribution is made by reason of a mistake of fact;


(b)     initial
qualification of the Plan under Code section 401(a) is not received and a
request for such qualification is made within the time prescribed under Code
section 401(b) (the existence of and Contributions under the Plan are
hereby conditioned upon such qualification); or


(c)     such
Contribution is not deductible under Code section 404 (such Contributions are
hereby conditioned upon such deductibility) in the taxable year of the Employer
for which the Contribution is made.


The reversion to the Employer must be made (if at all)
within one year of the mistaken payment of the Contribution, the date of denial
of qualification, or the date of disallowance of deduction, as the case may be.
A Participant shall have no rights under the Plan with respect to any such
reversion.


18.4          Assignment
and Alienation.   As provided by Code section 401(a)(13) and to the
extent not otherwise required by law, no benefit provided by the Plan may be
anticipated, assigned or alienated, except:


(a)     to
create, assign or recognize a right to any benefit with respect to a
Participant pursuant to a QDRO, or



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(b)     to
use a Participant’s vested Account balance as security for a loan from the Plan
which is permitted pursuant to Code section 4975.


18.5          Facility of Payment.   If
a Plan benefit is due to be paid to a minor or if the Administrator reasonably
believes that any payee is legally incapable of giving a valid receipt and
discharge for any payment due him or her, the Administrator shall have the
payment of the benefit, or any part thereof, made to the person (or persons or
institution) whom it reasonably believes is caring for or supporting the payee,
unless it has received due notice of claim therefor from a duly appointed
guardian or conservator of the payee. Any payment shall to the extent thereof,
be a complete discharge of any liability under the Plan to the payee.


18.6          Reallocation
of Lost Participant’s Accounts.   If the Administrator cannot locate a
person entitled to payment of a Plan benefit after a reasonable search, the
Administrator may at any time thereafter treat such person’s Account as
forfeited and use such amount as described in Section 8.4. If such person
subsequently presents the Administrator with a valid claim for the benefit,
such person shall be paid the amount treated as forfeited, plus the interest
that would have been earned in the Sweep Account to the date of determination. The
Administrator shall pay the amount through an additional amount contributed by
the Employer or direct the Trustee to pay the amount from the Forfeiture
Account.


18.7          Claims
Procedure.


(a)     Right to Make Claim.   An interested party
who disagrees with the Administrator’s determination of his or her right to
Plan benefits must submit a written claim and exhaust this claim procedure
before legal recourse of any type is sought. The claim must include the
important issues the interested party believes support the claim. The
Administrator, pursuant to the authority provided in this Plan, shall either
approve or deny the claim.


(b)     Process for Denying a Claim.   The
Administrator’s partial or complete denial of an initial claim must include an
understandable, written response covering (1) the specific reasons why the
claim is being denied (with reference to the pertinent Plan provisions) and (2) the
steps necessary to perfect the claim and obtain a final review.


(c)     Appeal of Denial and Final Review.   The
interested party may make a written appeal of the Administrator’s initial
decision, and the Administrator shall respond in the same manner and form as
prescribed for denying a claim initially.


(d)     Time Frame. The initial
claim, its review, appeal and final review shall be made in a timely fashion,
subject to the following time table:


	
  Action

  	
   

  	
  Days to Respond

  From Last Action

  
	
  Administrator
  determines benefit

  	
   

  	
  NA

  	
   

  
	
  Interested party
  files initial request

  	
   

  	
  60 days

  	
   

  
	
  Administrator’s
  initial decision

  	
   

  	
  90 days

  	
   

  
	
  Interested party
  requests final review

  	
   

  	
  60 days

  	
   

  
	
  Administrator’s
  final decision

  	
   

  	
  60 days

  	
   

  



 


However, the Administrator may take up to twice the
maximum response time for its initial and final review if it provides an
explanation within the normal period of why an extension is needed and when its
decision shall be forthcoming.


18.8          Construction.   Headings
are included for reading convenience. The text shall control if any ambiguity
or inconsistency exists between the headings and the text. The singular and
plural shall be interchanged wherever appropriate. References to Participant
shall include Beneficiary when appropriate 



 44
 








and even if not
otherwise already expressly stated. Whenever appropriate, references to Trust
shall mean the Trust established for the Plan, and, with regard to any portion
of the Plan participating in a master trust established pursuant to Section 17,
the master trust.


18.9          Jurisdiction and Severability.   This
Plan and the Trust shall be construed, regulated and administered under ERISA
and other applicable federal laws and, where not otherwise preempted, by the
laws of the State of California. If any provision of this Plan and the Trust
shall become invalid or unenforceable, that fact shall not affect the validity
or enforceability of any other provision of this Plan and the Trust. All
provisions of this Plan and the Trust shall be so construed as to render them
valid and enforceable in accordance with their intent.


18.10        Indemnification by
Employer.   The Employers hereby agree to indemnify the members of the
Board, the Committee and any other Employees to whom any fiduciary
responsibility with respect to the Plan is allocated or delegated, against any
and all liabilities resulting from any action or inaction, (including a Plan
termination in which the Company fails to apply for a favorable determination
from the Internal Revenue Service with respect to the qualification of the Plan
upon its termination), in relation to the Plan or Trust (1) including (without
limitation) expenses reasonably incurred in the defense of any claim relating
to the Plan or its assets, and amounts paid in any settlement approved by the
Company relating to the Plan or its assets, but (2) excluding liability
resulting from actions or inactions made in bad faith, or resulting from the
negligence or willful misconduct of the Trustee. The Company shall have the
right, but not the obligation, to conduct the defense of any action to which
this Section applies. The Plan fiduciaries are not entitled to indemnity
from the Plan assets relating to any such action.


19.   AMENDMENT, MERGER, DIVESTITURES AND TERMINATION


19.1          Amendment.   The
Company reserves the right to amend this Plan and the Trust at any time, to any
extent and in any manner it may deem necessary or appropriate. The Company (and
not the Trustee) shall be responsible for adopting any amendments necessary to
maintain the qualified status of this Plan and the Trust under Code sections
401(a) and 501(a). If the Committee is acting as the Administrator in
accordance with Section 15.6, it shall have the authority to adopt Plan
and Trust amendments which have no substantial adverse financial impact upon
any Employer or the Plan. All interested parties shall be bound by any
amendment, provided that no amendment shall:


(a)     become
effective unless it has been adopted in accordance with the procedures set
forth in Section 19.5;


(b)     except
to the extent permissible under ERISA and the Code, make it possible for any
portion of the Trust assets to revert to an Employer or to be used for, or
diverted to, any purpose other than for the exclusive benefit of Participants
and Beneficiaries entitled to Plan benefits and to defray reasonable expenses
of administering the Plan;


(c)     decrease
the rights of any Employee to benefits accrued (including the elimination of
optional forms of benefits) to the date on which the amendment is adopted, or
if later, the date upon which the amendment becomes effective, except to the
extent permitted under ERISA and the Code; nor


(d)     permit
an Employee to be paid the balance of his or her Employee Account unless the
payment would otherwise be permitted under Code section 401(k).


19.2          Merger.   This
Plan and the Trust may not be merged or consolidated with, nor may its assets
or liabilities be transferred to, another plan unless each Participant and
Beneficiary would, if the resulting plan were then terminated, receive a
benefit just after the merger, consolidation or transfer which is at least
equal to the benefit which would be received if either plan had terminated just
before such event.



 45
 








19.3          Plan Termination.   The
Company may, at any time and for any reason, terminate the Plan in accordance with
the procedures set forth in Section 19.5, or completely discontinue
contributions. Upon either of these events, or in the event of a partial
termination of the Plan within the meaning of Code section 411(d)(3), the
Accounts of each affected Employee who has not yet incurred a Break in Service
shall be fully vested. If no successor plan is established or maintained, lump
sum distributions shall be made in accordance with the terms of the Plan as in
effect at the time of the Plan’s termination or as thereafter amended provided
that a post-termination amendment shall not be effective to the extent that it
violates Section 19.1 unless it is required in order to maintain the
qualified status of the Plan upon its termination. The Trustee’s and Employer’s
authority shall continue beyond the Plan’s termination date until all Trust
assets have been liquidated and distributed.


19.4          Amendment
and Termination Procedures.   The following procedural requirements
shall govern the adoption of any amendment or termination (a “Change”) of this
Plan and the Trust:


(a)     The
Company may adopt any Change by action of its board of directors in accordance
with its normal procedures.


(b)     The
Committee, if acting as Administrator in accordance with Section 15.6, may
adopt any amendment within the scope of its authority provided under Section 19.1
and in the manner specified in Section 15.7(a).


(c)     Any
Change must be (1) set forth in writing, and (2) signed and dated by
an authorized officer of the Company or, in the case of an amendment adopted by
the Committee, at least one of its members.


(d)     If
the effective date of any Change is not specified in the document setting forth
the Change, it shall be effective as of the date it is signed by the last
person whose signature is required under clause (2) above, except to the
extent that another effective date is necessary to maintain the qualified
status of this Plan and the Trust under Code sections 401(a) and 501(a).


(e)     No
Change affecting the Trustee in its capacity as Trustee or in any other
capacity shall become effective until it is accepted by the Trustee (which
acceptance shall not unreasonably be withheld).


19.5          Termination of Employer’s
Participation.   Any Employer may, at any time and for any reason,
terminate its Plan participation by action of its board of directors in
accordance with its normal procedures. Written notice of such action shall be
signed and dated by an authorized officer of the Employer and delivered to the
Company. If the effective date of such action is not specified, it shall be
effective on, or as soon as reasonably practicable, after the date of delivery.
Upon the Employer’s request, the Company may instruct the Trustee and
Administrator to spin off all affected Accounts and underlying assets into a
separate qualified plan under which the Employer shall assume the powers and
duties of the Company. Alternatively, the Company may treat the event as a
partial termination described above or continue to maintain the Accounts under
the Plan.


19.6          Replacement
of the Trustee.   The Trustee may resign as Trustee under this Plan and
the Trust or may be removed by the Company at any time upon at least 90 days
written notice (or less if agreed to by both parties). In such event, the
Company shall appoint a successor trustee by the end of the notice period. The
successor trustee shall then succeed to all the powers and duties of the
Trustee under this Plan and the Trust. If no successor trustee has been named
by the end of the notice period, the Company’s chief executive officer shall
become the trustee, or if he or she declines, the Trustee may petition the
court for the appointment of a successor trustee.



 46
 








19.7          Final
Settlement and Accounting of Trustee.


(a)     Final Settlement.   As soon as
administratively feasible after its resignation or removal as Trustee, the
Trustee shall transfer to the successor trustee all property currently held by
the Trust. However, the Trustee is authorized to reserve such sum of money as
it may deem advisable for payment of its accounts and expenses in connection
with the settlement of its accounts or other fees or expenses payable by the
Trust. Any balance remaining after payment of such fees and expenses shall be
paid to the successor trustee.


(b)     Final Accounting.   The Trustee shall
provide a final accounting to the Administrator within 90 days of the date
Trust assets are transferred to the successor trustee.


(c)     Administrator Approval.   Approval of the
final accounting shall automatically occur 90 days after such accounting has
been received by the Administrator, unless the Administrator files a written
objection with the Trustee within such time period. Such approval shall be
final as to all matters and transactions stated or shown therein and binding
upon the Administrator.



 47














  


APPENDIX
A – INVESTMENT FUNDS


I.                   Investment
Funds Available


The Investment Funds
offered under the Plan as of the Effective Date include this set of daily
valued funds, except that the Company Stock Fund shall be offered under the
Plan at such later date as determined by the Administrator:


Funds


Fidelity Money Market
Trust: Retirement Money Market Portfolio

Fidelity Government Income Fund

Fidelity Equity-Income Fund

Fidelity Diversified International Fund

Fidelity Mid-Cap Stock Fund

Fidelity Aggressive Growth Fund

Fidelity Freedom income Fund

Fidelity Freedom 2000 Fund

Fidelity Freedom 2010 Fund

Fidelity Freedom 2020 Fund

Fidelity Freedom 2030 Fund

Fidelity Spartan U.S. Equity Index Fund

Franklin Small Cap Fund I – Class A

Silicon Valley Bank Stock Fund


II.              Default
Investment Fund


The default Investment
Fund for all accounts except the ESOP Account and the Prior ESOP Account as of
the Effective Date is the Fidelity Money Market Trust: Retirement Money Market
Portfolio. The default Investment Fund for the Prior ESOP Account and the ESOP
Account is the Company Stock Fund.


III.         Investment
Direction


ESOP Contributions shall
be initially invested in the Company Stock Fund. A Participant or Beneficiary
may direct the investment of his or her entire Account, including amounts
allocated to his or her Prior ESOP Account and ESOP Account which are invested
in the Company Stock Fund.


IV.         Maximum
Percentage Restrictions Applicable to Certain Investment Funds


The investment of his or her Account in the Company
Stock Fund shall be subject to such restrictions as established by the
Committee from time to time and communicated to Participants.



 i