Exhibit
      10.7




MEDIALINK
      WORLDWIDE INCORPORATED


401(K)
      EMPLOYEE SAVINGS PLAN







TABLE
      OF
      CONTENTS




ARTICLE
                I
              DEFINITIONSARTICLE
                II
              ADMINISTRATION2.1
                POWERS AND RESPONSIBILITIES OF THE EMPLOYER
            
            132.2
                DESIGNATION OF ADMINISTRATIVE AUTHORITY
            
            142.3
                POWERS AND DUTIES OF THE ADMINISTRATOR
            
            142.4
                RECORDS AND REPORTS
            
            152.5
                APPOINTMENT OF ADVISERS
            
            152.6
                PAYMENT OF EXPENSES
            
            162.7
                CLAIMS PROCEDURE
            
            162.8
                CLAIMS REVIEW PROCEDURE
            
            16ARTICLE
                III
              ELIGIBILITY3.1
                CONDITIONS OF ELIGIBILITY
            
            173.2
                EFFECTIVE DATE OF PARTICIPATION
            
            173.3
                DETERMINATION OF ELIGIBILITY
            
            173.4
                TERMINATION OF ELIGIBILITY
            
            173.5
                OMISSION OF ELIGIBLE EMPLOYEE
            
            173.6
                INCLUSION OF INELIGIBLE EMPLOYEE
            
            183.7
                REHIRED EMPLOYEES
            
            183.8
                ELECTION NOT TO PARTICIPATE
            
            18ARTICLE
                IV
              CONTRIBUTION
                AND ALLOCATION4.1
                FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION
            
            184.2
                PARTICIPANT'S SALARY REDUCTION ELECTION
            
            184.3
                TIME OF PAYMENT OF EMPLOYER CONTRIBUTION
            
            224.4
                ALLOCATION OF CONTRIBUTION AND EARNINGS
            
            224.5
                ACTUAL DEFERRAL PERCENTAGE TESTS
            
            264.6
                ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS
            
            284.7
                ACTUAL CONTRIBUTION PERCENTAGE TESTS
            
            31









4.8
                ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS
            
            344.9
                MAXIMUM ANNUAL ADDITIONS
            
            374.10
                ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS
            
            384.11
                ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS
            
            404.12
                DIRECTED INVESTMENT ACCOUNT
            
            414.13
                QUALIFIED MILITARY SERVICE
            
            43ARTICLE
                V
              VALUATIONS5.1
                VALUATION OF THE TRUST FUND
            
            435.2
                METHOD OF VALUATION
            
            43ARTICLE
                VI
              DETERMINATION
                AND DISTRIBUTION OF BENEFITS6.1
                DETERMINATION OF BENEFITS UPON RETIREMENT
            
            446.2
                DETERMINATION OF BENEFITS UPON DEATH
            
            446.3
                DETERMINATION OF BENEFITS IN EVENT OF DISABILITY
            
            456.4
                DETERMINATION OF BENEFITS UPON TERMINATION
            
            466.5
                DISTRIBUTION OF BENEFITS
            
            476.6
                DISTRIBUTION OF BENEFITS UPON DEATH
            
            496.7
                TIME OF SEGREGATION OR DISTRIBUTION
            
            496.8
                DISTRIBUTION FOR MINOROR
                INCOMPETENTBENEFICIARY
            
            506.9
                LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN
            
            506.10
                ADVANCE DISTRIBUTION FOR HARDSHIP
            
            516.11
                QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION
            
            51ARTICLE
                VII
              TRUSTEE7.1
                BASIC RESPONSIBILITIES OF THE TRUSTEE
            
            527.2
                INVESTMENT POWERS AND DUTIES OF THE TRUSTEE
            
            537.3
                OTHER POWERS OF THE TRUSTEE
            
            547.4
                LOANS TO PARTICIPANTS
            
            567.5
                DUTIES OF THE TRUSTEE REGARDING PAYMENTS
            
            577.6
                TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES
            
            587.7
                ANNUAL REPORT OF THE TRUSTEE
            
            58









7.8
                AUDIT
            
            587.9
                RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE
            
            597.10
                TRANSFER OF INTEREST
            
            607.11
                TRUSTEE INDEMNIFICATION
            
            607.12
                DIRECT ROLLOVER
            
            60ARTICLE
                VIII
              AMENDMENT,
                TERMINATION AND MERGERS8.1
                AMENDMENT
            
            618.2
                TERMINATION
            
            628.3
                MERGER, CONSOLIDATION OR TRANSFER OF ASSETS
            
            62ARTICLE
                IX
              TOP
                HEAVY9.1
                TOP HEAVY PLAN REQUIREMENTS
            
            639.2
                DETERMINATION OF TOP HEAVY STATUS
            
            63ARTICLE
                X
              MISCELLANEOUS10.1
                PARTICIPANT'S RIGHTS
            
            6610.2
                ALIENATION
            
            6610.3
                CONSTRUCTION OF PLAN
            
            6710.4
                GENDER AND NUMBER
            
            6710.5
                LEGAL ACTION
            
            6710.6
                PROHIBITION AGAINST DIVERSION OF FUNDS
            
            6710.7
                EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE
            
            6810.8
                INSURER'S PROTECTIVE CLAUSE
            
            6810.9
                RECEIPT AND RELEASE FOR PAYMENTS
            
            6810.10
                ACTION BY THE EMPLOYER
            
            6810.11
                NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY
            
            6810.12
                HEADINGS
            
            6910.13
                APPROVAL BY INTERNAL REVENUE SERVICE
            
            6910.14
                UNIFORMITY
            
            69









ARTICLE
                XI
              PARTICIPATING
                EMPLOYERS11.1
                ADOPTION BY OTHER EMPLOYERS
            
            7011.2
                REQUIREMENTS OF PARTICIPATING EMPLOYERS
            
            7011.3
                DESIGNATION OF AGENT
            
            7011.4
                EMPLOYEE TRANSFERS
            
            7011.5
                PARTICIPATING EMPLOYER CONTRIBUTION AND FORFEITURES
            
            7011.6
                AMENDMENT
            
            7111.7
                DISCONTINUANCE OF PARTICIPATION
            
            7111.8
                ADMINISTRATOR'S AUTHORITY
            
            71









MEDIALINK
      WORLDWIDE INCORPORATED


401(K)
        EMPLOYEE SAVINGS PLAN
 
 THIS
        AGREEMENT, hereby made and entered into this 9th day of September 2003, by
        and
        between Medialink Worldwide Incorporated (herein referred to as the "Employer")
        and Laurence Moskowitz and J. Graeme McWhirter (herein referred to as the
        "Trustee").
 
 WITNESSETH:
 
 WHEREAS,
        the Employer heretofore established a Profit Sharing Plan and Trust effective
        January 1, 1992, (hereinafter called the "Effective Date") known as Video
        Broadcasting Corp. 401(k) Tax Deferred Savings Plan and which plan shall
        hereinafter be known as Medialink Worldwide Incorporated 401(k) Employee
        Savings
        Plan (herein referred to as the "Plan") in recognition of the contribution
        made
        to its successful operation by its employees and for the exclusive benefit
        of
        its eligible employees; and
 
 WHEREAS,
        under the terms of the Plan, the Employer has the ability to amend the Plan,
        provided the Trustee joins in such amendment if the provisions of the Plan
        affecting the Trustee are amended;
 
 WHEREAS,
        effective as of June 30, 1999, the Medialink Worldwide Incorporated 401(k)
        Employee Savings Plan (the “Medialink Plan”) is merged with The Delahaye Group,
        Inc. 401(k) Plan (the “Delahaye Plan”)), with the Delahaye Plan assets
        transferred into the Medialink Plan trust as soon as administratively
        feasible;
 
 NOW,
        THEREFORE, effective January 1, 1997, except as otherwise provided, the Employer
        and the Trustee in accordance with the provisions of the Plan pertaining
        to
        amendments thereof, hereby amend the Plan in its entirety and restate the
        Plan
        to provide as follows:
 
 ARTICLE
        I
 DEFINITIONS
 
 1.1  "Act"
        means the Employee Retirement Income Security Act of 1974, as it may be amended
        from time to time.
 
 1.2  "Administrator"
        means the Employer unless another person or entity has been designated by
        the
        Employer pursuant to Section 2.2 to administer the Plan on behalf of the
        Employer.
 
 1.3  "Affiliated
        Employer" means any corporation which is a member of a controlled group of
        corporations (as defined in Code Section 414(b)) which includes the Employer;
        any trade or business (whether or not incorporated) which is under common
        control (as defined in Code Section 414(c)) with the Employer; any organization
        (whether or not incorporated) which is a member of an affiliated service
        group
        (as defined in Code Section 414(m)) which includes the Employer; and any
        other
        entity required to be aggregated with the Employer pursuant to Regulations
        under
        Code Section 414(o).




1


1.4  "Aggregate
        Account" means, with respect to each Participant, the value of all accounts
        maintained on behalf of a Participant, whether attributable to Employer or
        Employee contributions, subject to the provisions of Section 9.2.
 
 1.5  "Anniversary
        Date" means the last day of the Plan Year.
 
 1.6  "Beneficiary"
        means the person (or entity) to whom the share of a deceased Participant's
        total
        account is payable, subject to the restrictions of Sections 6.2 and
        6.6.
 
 1.7  "Code"
        means the Internal Revenue Code of 1986, as amended or replaced from time
        to
        time.
 
 1.8  "Compensation"
        with respect to any Participant means such Participant's wages as defined
        in
        Code Section 3401(a) and all other payments of compensation by the Employer
        (in
        the course of the Employer's trade or business) for a Plan Year for which
        the
        Employer is required to furnish the Participant a written statement under
        Code
        Sections 6041(d), 6051(a)(3) and 6052. Compensation must be determined without
        regard to any rules under Code Section 3401(a) that limit the remuneration
        included in wages based on the nature or location of the employment or the
        services performed (such as the exception for agricultural labor in Code
        Section
        3401(a)(2)).
 
 For
        purposes of this Section, the determination of Compensation shall be made
        by:
 
 (a)  including
        amounts which are contributed by the Employer pursuant to a salary reduction
        agreement and which are not includible in the gross income of the Participant
        under Code Sections 125, 132(f)(4)for Plan Years beginning after December
        31,
        2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions
        described in Code Section 414(h)(2) that are treated as Employer
        contributions.
 
 For
        a
        Participant's initial year of participation, Compensation shall be recognized
        for the entire Plan Year.
 
 Compensation
        in excess of $150,000 (or such other amount provided in the Code) shall be
        disregarded for all purposes other than for purposes of salary deferral
        elections pursuant to Section 4.2. Such amount shall be adjusted for
        increases in the cost of living in accordance with Code
        Section 401(a)(17)(B), except that the dollar increase in effect on
        January 1 of any calendar year shall be effective for the Plan Year
        beginning with or within such calendar year. For any short Plan Year the
        Compensation limit shall be an amount equal to the Compensation limit for
        the
        calendar year in which the Plan Year begins multiplied by the ratio obtained
        by
        dividing the number of full months in the short Plan Year by twelve
        (12).
 
 For
        Plan
        Years beginning after December 31, 1996 *,* for
        purposes of determining Compensation, the family member aggregation rules
        of
        Code Section 401(a)(17) and Code Section 414(q)(6) (as in effect prior to
        the
        Small Business Job Protection Act of 1996) are eliminated.
 
 For
        purposes of this Section, if the Plan is a plan described in Code
        Section 413(c) or 414(f) (a plan maintained by more than one Employer), the
        limitation applies separately with respect to the Compensation of any
        Participant from each Employer maintaining the Plan.
 
 2
  1.9  "Contract"
        or "Policy" means any life insurance policy, retirement income policy or
        annuity
        contract (group or individual) issued pursuant to the terms of the Plan.
        In the
        event of any conflict between the terms of this Plan and the terms of any
        contract purchased hereunder, the Plan provisions shall control.
 
 1.10  "Deferred
        Compensation" with respect to any Participant means the amount of the
        Participant's total Compensation which has been contributed to the Plan in
        accordance with the Participant's deferral election pursuant to Section 4.2
        excluding any such amounts distributed as excess "annual additions" pursuant
        to
        Section 4.10(a).
 
 1.11  "Designated
        Investment Alternative" means a specific investment identified by name by
        the
        Employer (or such other Fiduciary who has been given the authority to select
        investment options) as an available investment under the Plan to which Plan
        assets may be invested by the Trustee pursuant to the investment direction
        of a
        Participant.
 
 1.12  "Directed
        Investment Option" means one or more of the following:
 
 (a)  a
        Designated Investment Alternative.
 
 (b)  any
        other
        investment permitted by the Plan and the Participant Direction Procedures
        to
        which Plan assets may be invested by the Trustee pursuant to the investment
        direction of a Participant.
 
 1.13  "Early
        Retirement Date" means the first day of the month (prior to the Normal
        Retirement Date) coinciding with or following the date on which a Participant
        or
        Former Participant attains age 55, and has completed at least 1 Year of Service
        with the Employer (Early Retirement Age). A Participant shall become fully
        Vested upon satisfying this requirement if still employed at Early Retirement
        Age.
 
 A
        Former
        Participant who separates from service after satisfying the service requirement
        for Early Retirement and who thereafter reaches the age requirement contained
        herein shall be entitled to receive benefits under this Plan.
 
 1.14  "Elective
        Contribution" means the Employer contributions to the Plan of Deferred
        Compensation excluding any such amounts distributed as excess "annual additions"
        pursuant to Section 4.10(a). In addition, any Employer Qualified Non-Elective
        Contribution made pursuant to Section 4.6(b) which is used to satisfy the
        "Actual Deferral Percentage" tests shall be considered an Elective Contribution
        for purposes of the Plan. Any contributions deemed to be Elective Contributions
        (whether or not used to satisfy the "Actual Deferral Percentage" tests or
        the
        "Actual Contribution Percentage" tests) shall be subject to the requirements
        of
        Sections 4.2(b) and 4.2(c) and shall further be required to satisfy the
        nondiscrimination requirements of Regulation 1.401(k)-1(b)(5) and Regulation
        1.401(m)-1(b)(5), the provisions of which are specifically incorporated herein
        by reference.
 
 1.15  "Eligible
        Employee" means any Employee.
 
 Employees
        of Affiliated Employers shall not be eligible to participate in this Plan
        unless
        such Affiliated Employers have specifically adopted this Plan in
        writing.
 
 3
  Employees
        classified by the Employer as independent contractors who are subsequently
        determined by the Internal Revenue Service to be Employees shall not be Eligible
        Employees.
 
 1.16  "Employee"
        means any person who is employed by the Employer or Affiliated Employer,
        and
        excludes any person who is employed as an independent contractor. Employee
        shall
        include Leased Employees within the meaning of Code Sections 414(n)(2) and
        414(o)(2) unless such Leased Employees are covered by a plan described in
        Code
        Section 414(n)(5) and such Leased Employees do not constitute more than 20%
        of the recipient's non-highly compensated work force.
 
 Notwithstanding
        any other provision of this Plan, individuals who are not contemporaneously
        classified as employees of the Employer for purposes of the Employer’s payroll
        system (including, without limitation, individuals employed by temporary
        help
        firms, technical help firms, staffing firms, employee leasing firms,
        professional employer organizations or other staffing firms whether or not
        deemed to be “common law” employees or “leased employees” within the meaning of
        Code Sec.414(n)) are not considered to be eligible employees of the Employer
        and
        shall not be eligible to participate in the Plan. In the event any such
        individuals are re-classified as employees for any purpose, including without
        limitation, common law or statutory employees, by any action of any third
        party,
        including, without limitation, any government agency, or as a result of any
        private lawsuit, action, or administrative proceeding, such individuals shall,
        notwithstanding such reclassification, remain ineligible for participation
        hereunder. In addition to and not in derogation of the foregoing, the exclusive
        means for individuals who are not contemporaneously classified as an employee
        of
        the Employer on the Employer’s payroll system to become eligible to participate
        in the Plan is through an amendment to this Plan, duly executed by the Employer,
        which specifically renders such individuals eligible for participation
        hereunder.
 
 1.17  "Employer"
        means Medialink Worldwide Incorporated and any successor which shall maintain
        this Plan; and any predecessor which has maintained this Plan. The Employer
        is a
        corporation, with principal offices in the State of New York. In addition,
        where
        appropriate, the term Employer shall include any Participating Employer (as
        defined in Section 11.1) which shall adopt this Plan.
 
 1.18  "Excess
        Aggregate Contributions" means, with respect to any Plan Year, the excess
        of the
        aggregate amount of the Employer matching contributions made pursuant to
        Section
        4.1(b) and any qualified non-elective contributions or elective deferrals
        taken
        into account pursuant to Section 4.7(c) on behalf of Highly Compensated
        Participants for such Plan Year, over the maximum amount of such contributions
        permitted under the limitations of Section 4.7(a) (determined by hypothetically
        reducing contributions made on behalf of Highly Compensated Participants
        in
        order of the actual contribution ratios beginning with the highest of such
        ratios). Such determination shall be made after first taking into account
        corrections of any Excess Deferred Compensation pursuant to Section 4.2 and
        taking into account any adjustments of any Excess Contributions pursuant
        to
        Section 4.6.
 
 1.19  "Excess
        Contributions" means, with respect to a Plan Year, the excess of Elective
        Contributions used to satisfy the "Actual Deferral Percentage" tests made
        on
        behalf of Highly Compensated Participants for the Plan Year over the maximum
        amount of such contributions permitted under Section 4.5(a) (determined by
        hypothetically reducing contributions made on behalf of Highly Compensated
        Participants in order of the actual deferral ratios beginning with the highest
        of such ratios). Excess Contributions shall be treated as an "annual addition"
        pursuant to Section 4.9(b).
 
 4
  1.20  "Excess
        Deferred Compensation" means, with respect to any taxable year of a Participant,
        the excess of the aggregate amount of such Participant's Deferred Compensation
        and the elective deferrals pursuant to Section 4.2(f) actually made on behalf
        of
        such Participant for such taxable year, over the dollar limitation provided
        for
        in Code Section 402(g), which is incorporated herein by reference. Excess
        Deferred Compensation shall be treated as an "annual addition" pursuant to
        Section 4.9(b) when contributed to the Plan unless distributed to the affected
        Participant not later than the first April 15th following the close of the
        Participant's taxable year. Additionally, for purposes of Sections 9.2 and
        4.4(f), Excess Deferred Compensation shall continue to be treated as Employer
        contributions even if distributed pursuant to Section 4.2(f). However, Excess
        Deferred Compensation of Non-Highly Compensated Participants is not taken
        into
        account for purposes of Section 4.5(a) to the extent such Excess Deferred
        Compensation occurs pursuant to Section 4.2(d).
 
 1.21  "Fiduciary"
        means any person who (a) exercises any discretionary authority or discretionary
        control respecting management of the Plan or exercises any authority or control
        respecting management or disposition of its assets, (b) renders investment
        advice for a fee or other compensation, direct or indirect, with respect
        to any
        monies or other property of the Plan or has any authority or responsibility
        to
        do so, or (c) has any discretionary authority or discretionary
        responsibility in the administration of the Plan.
 
 1.22  "Fiscal
        Year" means the Employer's accounting year of 12 months commencing on January
        1st of each year and ending the following December 31st.
 
 1.23  "Forfeiture."
        Under this Plan, Participant accounts are 100% Vested at all times. Any amounts
        that may otherwise be forfeited under the Plan pursuant to Section 3.6, 4.2(f),
        4.6(a) or 6.9 shall be used to reduce the contribution of the
        Employer.
 
 1.24  "Former
        Participant" means a person who has been a Participant, but who has ceased
        to be
        a Participant for any reason.
 
 1.25  "415
        Compensation" with respect to any Participant means such Participant's wages
        as
        defined in Code Section 3401(a) and all other payments of compensation by
        the Employer (in the course of the Employer's trade or business) for a Plan
        Year
        for which the Employer is required to furnish the Participant a written
        statement under Code Sections 6041(d), 6051(a)(3) and 6052. "415 Compensation"
        must be determined without regard to any rules under Code Section 3401(a)
        that limit the remuneration included in wages based on the nature or location
        of
        the employment or the services performed (such as the exception for agricultural
        labor in Code Section 3401(a)(2)).
 
 For
        "limitation years" beginning after December 31, 1997, for purposes of this
        Section, the determination of "415 Compensation" shall include any elective
        deferral (as defined in Code Section 402(g)(3)), and any amount which is
        contributed or deferred by the Employer at the election of the Participant
        and
        which is not includible in the gross income of the Participant by reason
        of Code
        Sections 125, 132(f)(4) for "limitation years" beginning after December 31,
        2000
        or 457.
 
 5
  1.26  "414(s)
        Compensation" means any definition of compensation that satisfies the
        nondiscrimination requirements of Code Section 414(s) and the Regulations
        thereunder. The period for determining 414(s) Compensation must be either
        the
        Plan Year or the calendar year ending with or within the Plan Year. An Employer
        may further limit the period taken into account to that part of the Plan
        Year or
        calendar year in which an Employee was a Participant in the component of
        the
        Plan being tested. The period used to determine 414(s) Compensation must
        be
        applied uniformly to all Participants for the Plan Year.
 
 For
        Plan
        Years beginning after December 31, 1996, for purposes of this Section, the
        family member aggregation rules of Code Section 414(q)(6) (as in effect prior
        to
        the Small Business Job Protection Act of 1996) are eliminated.
 
 1.27  "Highly
        Compensated Employee" means, for Plan Years beginning after December 31,
        1996, an Employee described in Code Section 414(q) and the Regulations
        thereunder, and generally means any Employee who:
 
 (a)  was
        a
        "five percent owner" as defined in Section 1.32(c) at any time during the
        "determination year" or the "look-back year"; or
 
 (b)  for
        the
        "look-back year" had "415 Compensation" from the Employer in excess of $80,000.
        The $80,000 amount is adjusted at the same time and in the same manner as
        under
        Code Section 415(d), except that the base period is the calendar quarter
        ending
        September 30, 1996.
 
 The
        "determination year" means the Plan Year for which testing is being performed,
        and the "look-back year" means the immediately preceding twelve (12) month
        period.
 
 Notwithstanding
        the above, for the first Plan Year beginning after December 31, 1996, the
        "look-back year" shall be the calendar year ending with or within the Plan
        Year
        for which testing is being performed, and the "determination year" (if
        applicable) shall be the period of time, if any, which extends beyond the
        "look-back year" and ends on the last day of the Plan Year for which testing
        is
        being performed (the "lag period").
 
 A
        highly
        compensated former Employee is based on the rules applicable to determining
        Highly Compensated Employee status as in effect for the "determination year,"
        in
        accordance with Regulation 1.414(q)-1T, A-4 and IRS Notice 97-45 (or any
        superseding guidance).
 
 In
        determining whether an Employee is a Highly Compensated Employee for a Plan
        Year
        beginning in 1997, the amendments to Code Section 414(q) stated above are
        treated as having been in effect for years beginning in 1996.
 
 For
        purposes of this Section, for Plan Years beginning prior to January 1,
        1998, the determination of "415 Compensation" shall be made by including
        amounts
        that would otherwise be excluded from a Participant's gross income by reason
        of
        the application of Code Sections 125, 402(e)(3), 402(h)(1)(B), and, in the
        case of Employer contributions made pursuant to a salary reduction agreement,
        Code Section 403(b).
 
 6
  In
        determining who is a Highly Compensated Employee, Employees who are non-resident
        aliens and who received no earned income (within the meaning of Code
        Section 911(d)(2)) from the Employer constituting United States source
        income within the meaning of Code Section 861(a)(3) shall not be treated as
        Employees. Additionally, all Affiliated Employers shall be taken into account
        as
        a single employer and Leased Employees within the meaning of Code
        Sections 414(n)(2) and 414(o)(2) shall be considered Employees unless such
        Leased Employees are covered by a plan described in Code Section 414(n)(5)
        and are not covered in any qualified plan maintained by the Employer. The
        exclusion of Leased Employees for this purpose shall be applied on a uniform
        and
        consistent basis for all of the Employer's retirement plans. Highly Compensated
        Former Employees shall be treated as Highly Compensated Employees without
        regard
        to whether they performed services during the "determination year."
 
 1.28  "Highly
        Compensated Participant" means any Highly Compensated Employee who is eligible
        to participate in the component of the Plan being tested.
 
 1.29  "Hour
        of
        Service" means (1) each hour for which an Employee is directly or
        indirectly compensated or entitled to compensation by the Employer for the
        performance of duties (these hours will be credited to the Employee for the
        computation period in which the duties are performed); (2) each hour for
        which an Employee is directly or indirectly compensated or entitled to
        compensation by the Employer (irrespective of whether the employment
        relationship has terminated) for reasons other than performance of duties
        (such
        as vacation, holidays, sickness, jury duty, disability, lay-off, military
        duty
        or leave of absence) during the applicable computation period (these hours
        will
        be calculated and credited pursuant to Department of Labor regulation
        2530.200b-2 which is incorporated herein by reference); (3) each hour for
        which back pay is awarded or agreed to by the Employer without regard to
        mitigation of damages (these hours will be credited to the Employee for the
        computation period or periods to which the award or agreement pertains rather
        than the computation period in which the award, agreement or payment is made).
        The same Hours of Service shall not be credited both under (1) or (2), as
        the case may be, and under (3).
 
 Notwithstanding
        (2) above, (i) no more than 501 Hours of Service are required to be
        credited to an Employee on account of any single continuous period during
        which
        the Employee performs no duties (whether or not such period occurs in a single
        computation period); (ii) an hour for which an Employee is directly or
        indirectly paid, or entitled to payment, on account of a period during which
        no
        duties are performed is not required to be credited to the Employee if such
        payment is made or due under a plan maintained solely for the purpose of
        complying with applicable worker's compensation, or unemployment compensation
        or
        disability insurance laws; and (iii) Hours of Service are not required to
        be credited for a payment which solely reimburses an Employee for medical
        or
        medically related expenses incurred by the Employee.
 
 For
        purposes of (2) above, a payment shall be deemed to be made by or due from
        the
        Employer regardless of whether such payment is made by or due from the Employer
        directly, or indirectly through, among others, a trust fund, or insurer,
        to
        which the Employer contributes or pays premiums and regardless of whether
        contributions made or due to the trust fund, insurer, or other entity are
        for
        the benefit of particular Employees or are on behalf of a group of Employees
        in
        the aggregate.
 
 7
  Notwithstanding
        the foregoing, if a Participant is not credited with actual Hours of Service,
        the Participant shall be credited with 190 Hours of Service for each month
        in
        which an Employee is paid or entitled to payment for at least one Hour of
        Service.
 
 For
        purposes of this Section, Hours of Service will be credited for employment
        with
        other Affiliated Employers. The provisions of Department of Labor regulations
        2530.200b-2(b) and (c) are incorporated herein by reference.
 
 1.30  "Income"
        means the income or losses allocable to Excess Deferred Compensation, Excess
        Contributions or Excess Aggregate Contributions which amount shall be allocated
        in the same manner as income or losses are allocated pursuant to Section
        4.4(e).
 
 1.31  "Investment
        Manager" means an entity that (a) has the power to manage, acquire, or
        dispose of Plan assets and (b) acknowledges fiduciary responsibility to the
        Plan in writing. Such entity must be a person, firm, or corporation registered
        as an investment adviser under the Investment Advisers Act of 1940, a bank,
        or
        an insurance company.
 
 1.32  "Key
        Employee" means an Employee as defined in Code Section 416(i) and the
        Regulations thereunder. Generally, any Employee or former Employee (as well
        as
        each of the Employee's or former Employee's Beneficiaries) is considered
        a Key
        Employee if the Employee, at any time during the Plan Year that contains
        the
        "Determination Date" or any of the preceding four (4) Plan Years, has been
        included in one of the following categories:
 
 (a)  an
        officer of the Employer (as that term is defined within the meaning of the
        Regulations under Code Section 416) having annual "415 Compensation"
        greater than 50 percent of the amount in effect under Code
        Section 415(b)(1)(A) for any such Plan Year.
 
 (b)  one
        of
        the ten employees having annual "415 Compensation" from the Employer for
        a Plan
        Year greater than the dollar limitation in effect under Code
        Section 415(c)(1)(A) for the calendar year in which such Plan Year ends and
        owning (or considered as owning within the meaning of Code Section 318) both
        more than one-half percent interest and the largest interests in the
        Employer.
 
 (c)  a
        "five
        percent owner" of the Employer. "Five percent owner" means any person who
        owns
        (or is considered as owning within the meaning of Code Section 318) more
        than
        five percent (5%) of the outstanding stock of the Employer or stock possessing
        more than five percent (5%) of the total combined voting power of all stock
        of
        the Employer or, in the case of an unincorporated business, any person who
        owns
        more than five percent (5%) of the capital or profits interest in the Employer.
        In determining percentage ownership hereunder, employers that would otherwise
        be
        aggregated under Code Sections 414(b), (c), (m) and (o) shall be
        treated as separate employers.
 
 (d)  a
        "one
        percent owner" of the Employer having an annual "415 Compensation" from the
        Employer of more than $150,000. "One percent owner" means any person who
        owns
        (or is considered as owning within the meaning of Code Section 318) more
        than one percent (1%) of the outstanding stock of the Employer or stock
        possessing more than one percent (1%) of the total combined voting power
        of all
        stock of the Employer or, in the case of an unincorporated business, any
        person
        who owns more than one percent (1%) of the capital or profits interest in
        the
        Employer. In determining percentage ownership hereunder, employers that would
        otherwise be aggregated under Code Sections 414(b), (c), (m) and (o)
        shall be treated as separate employers. However, in determining whether an
        individual has "415 Compensation" of more than $150,000, "415 Compensation"
        from
        each employer required to be aggregated under Code Sections 414(b), (c),
        (m) and (o) shall be taken into account.
 
 8
  For
        purposes of this Section, the determination of "415 Compensation" shall be
        made
        by including amounts which are contributed by the Employer pursuant to a
        salary
        reduction agreement and which are not includible in the gross income of the
        Participant under Code Sections 125, 132(f)(4)for Plan Years beginning
        after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee
        contributions described in Code Section 414(h)(2) that are treated as
        Employer contributions.
 
 1.33  "Late
        Retirement Date" means the first day of the month coinciding with or next
        following a Participant's actual Retirement Date after having reached Normal
        Retirement Date.
 
 1.34  "Leased
        Employee" means, for Plan Years beginning after December 31, 1996, any
        person (other than an Employee of the recipient Employer) who pursuant to
        an
        agreement between the recipient Employer and any other person or entity
        ("leasing organization") has performed services for the recipient (or for
        the
        recipient and related persons determined in accordance with Code
        Section 414(n)(6)) on a substantially full time basis for a period of at
        least one year, and such services are performed under primary direction or
        control by the recipient Employer. Contributions or benefits provided a Leased
        Employee by the leasing organization which are attributable to services
        performed for the recipient Employer shall be treated as provided by the
        recipient Employer. Furthermore, Compensation for a Leased Employee shall
        only
        include Compensation from the leasing organization that is attributable to
        services performed for the recipient Employer. A Leased Employee shall not
        be
        considered an Employee of the recipient Employer:
 
 (a)  if
        such
        employee is covered by a money purchase pension plan providing:
 
 (1)  a
        nonintegrated employer contribution rate of at least 10% of compensation,
        as
        defined in Code Section 415(c)(3), but for Plan Years beginning prior to
        January 1, 1998, including amounts which are contributed by the Employer
        pursuant to a salary reduction agreement and which are not includible in
        the
        gross income of the Participant under Code Sections 125, 402(e)(3),
        402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
        Section 414(h)(2) that are treated as Employer contributions, and for Plan
        Years
        beginning prior to January 1, 2001, excluding amounts that are not includible in
        gross income under Code Section 132(f)(4);
 
 (2)  immediate
        participation;
 
 (3)  full
        and
        immediate vesting; and
 
 9
  (b)  if
        Leased
        Employees do not constitute more than 20% of the recipient Employer's nonhighly
        compensated work force.
 
 1.35  "Non-Elective
        Contribution" means the Employer contributions to the Plan excluding, however,
        contributions made pursuant to the Participant's deferral election provided
        for
        in Section 4.2 and any Qualified Non-Elective Contribution used in the "Actual
        Deferral Percentage" tests.
 
 1.36  "Non-Highly
        Compensated Participant" means, for Plan Years beginning after December 31,
        1996, any Participant who is not a Highly Compensated Employee. However,
        for
        purposes of Section 4.5(a) and Section 4.6, if the prior year testing
        method is used, a Non-Highly Compensated Participant shall be determined
        using
        the definition of Highly Compensated Employee in effect for the preceding
        Plan
        Year.
 
 1.37  "Non-Key
        Employee" means any Employee or former Employee (and such Employee's or former
        Employee's Beneficiaries) who is not, and has never been a Key
        Employee.
 
 1.38  "Normal
        Retirement Age" means the Participant's sixty-fifth (65th) birthday, or the
        Participant's 1st anniversary of joining the Plan, if later. A Participant
        shall
        become fully Vested in the Participant's Account upon attaining Normal
        Retirement Age.
 
 1.39  "Normal
        Retirement Date" means the first day of the month coinciding with or next
        following the Participant's Normal Retirement Age.
 
 1.40  "1-Year
        Break in Service" means the applicable computation period during which an
        Employee has not completed more than 500 Hours of Service with the Employer.
        Further, solely for the purpose of determining whether a Participant has
        incurred a 1-Year Break in Service, Hours of Service shall be recognized
        for
        "authorized leaves of absence" and "maternity and paternity leaves of absence."
        Years of Service and 1-Year Breaks in Service shall be measured on the same
        computation period.
 
 "Authorized
        leave of absence" means an unpaid, temporary cessation from active employment
        with the Employer pursuant to an established nondiscriminatory policy, whether
        occasioned by illness, military service, or any other reason.
 
 A
        "maternity or paternity leave of absence" means an absence from work for
        any
        period by reason of the Employee's pregnancy, birth of the Employee's child,
        placement of a child with the Employee in connection with the adoption of
        such
        child, or any absence for the purpose of caring for such child for a period
        immediately following such birth or placement. For this purpose, Hours of
        Service shall be credited for the computation period in which the absence
        from
        work begins, only if credit therefore is necessary to prevent the Employee
        from
        incurring a 1-Year Break in Service, or, in any other case, in the immediately
        following computation period. The Hours of Service credited for a "maternity
        or
        paternity leave of absence" shall be those which would normally have been
        credited but for such absence, or, in any case in which the Administrator
        is
        unable to determine such hours normally credited, eight (8) Hours of Service
        per
        day. The total Hours of Service required to be credited for a "maternity
        or
        paternity leave of absence" shall not exceed the number of Hours of Service
        needed to prevent the Employee from incurring a 1-Year Break in
        Service.
 
 10
  1.41  "Participant"
        means any Eligible Employee who participates in the Plan and has not for
        any
        reason become ineligible to participate further in the Plan.
 
 1.42  "Participant
        Direction Procedures" means such instructions, guidelines or policies, the
        terms
        of which are incorporated herein, as shall be established pursuant to Section
        4.12 and observed by the Administrator and applied and provided to Participants
        who have Participant Directed Accounts.
 
 1.43  "Participant's
        Account" means the account established and maintained by the Administrator
        for
        each Participant with respect to such Participant's total interest in the
        Plan
        and Trust resulting from the Employer Non-Elective Contributions.
 
 1.44  "Participant's
        Combined Account" means the total aggregate amount of each Participant's
        Elective Account and Participant's Account.
 
 1.45  "Participant's
        Directed Account" means that portion of a Participant's interest in the Plan
        with respect to which the Participant has directed the investment in accordance
        with the Participant Direction Procedure.
 
 1.46  "Participant's
        Elective Account" means the account established and maintained by the
        Administrator for each Participant with respect to the Participant's total
        interest in the Plan and Trust resulting from the Employer Elective
        Contributions used to satisfy the "Actual Deferral Percentage" tests. A separate
        accounting shall be maintained with respect to that portion of the Participant's
        Elective Account attributable to such Elective Contributions pursuant to
        Section
        4.2 and any Employer Qualified Non-Elective Contributions.
 
 1.47  "Participant's
        Transfer/Rollover Account" means the account established and maintained by
        the
        Administrator for each Participant with respect to the Participant's total
        interest in the Plan resulting from amounts transferred to this Plan from
        a
        direct plan-to-plan transfer and/or with respect to such Participant's interest
        in the Plan resulting from amounts transferred from another qualified plan
        or
        "conduit" Individual Retirement Account in accordance with
        Section 4.11.
 
 A
        separate accounting shall be maintained with respect to that portion of the
        Participant's Transfer/Rollover Account attributable to transfers (within
        the
        meaning of Code Section 414(l)) and "rollovers."
 
 1.48  "Plan"
        means this instrument, including all amendments thereto.
 
 1.49  "Plan
        Year" means the Plan's accounting year of twelve (12) months commencing on
        January 1st of each year and ending the following December 31st.
 
 1.50  "Qualified
        Non-Elective Contribution" means any Employer contributions made pursuant
        to
        Section 4.6(b) and Section 4.8(f). Such contributions shall be considered
        an
        Elective Contribution for the purposes of the Plan and used to satisfy the
        "Actual Deferral Percentage" tests or the "Actual Contribution Percentage"
        tests.
 
 1.51  "Regulation"
        means the Income Tax Regulations as promulgated by the Secretary of the Treasury
        or a delegate of the Secretary of the Treasury, and as amended from time
        to
        time.
 
 11
  1.52  "Retired
        Participant" means a person who has been a Participant, but who has become
        entitled to retirement benefits under the Plan.
 
 1.53  "Retirement
        Date" means the date as of which a Participant retires for reasons other
        than
        Total and Permanent Disability, whether such retirement occurs on a
        Participant's Normal Retirement Date, Early or Late Retirement Date (see
        Section
        6.1).
 
 1.54  "Terminated
        Participant" means a person who has been a Participant, but whose employment
        has
        been terminated other than by death, Total and Permanent Disability or
        retirement.
 
 1.55  "Top
        Heavy Plan" means a plan described in Section 9.2(a).
 
 1.56  "Top
        Heavy Plan Year" means a Plan Year during which the Plan is a Top Heavy
        Plan.
 
 1.57  "Total
        and Permanent Disability" means a physical or mental condition of a Participant
        resulting from bodily injury, disease, or mental disorder which renders such
        Participant incapable of continuing any gainful occupation and which condition
        constitutes total disability under the federal Social Security
        Acts.
 
 1.58  "Trustee"
        means the person or entity named as trustee herein or in any separate trust
        forming a part of this Plan, and any successors.
 
 1.59  "Trust
        Fund" means the assets of the Plan and Trust as the same shall exist from
        time
        to time.
 
 1.60  "Valuation
        Date" means the Anniversary Date and may include any other date or dates
        deemed
        necessary or appropriate by the Administrator for the valuation of the
        Participants' accounts during the Plan Year, which may include any day that
        the
        Trustee, any transfer agent appointed by the Trustee or the Employer or any
        stock exchange used by such agent, are open for business.
 
 1.61  "Vested"
        means the nonforfeitable portion of any account maintained on behalf of a
        Participant.
 
 1.62  "Year
        of
        Service" means the computation period of twelve (12) consecutive months,
        herein
        set forth, during which an Employee has at least 1000 Hours of
        Service.
 
 The
        computation period shall be the Plan Year if not otherwise set forth
        herein.
 
 Notwithstanding
        the foregoing, for any short Plan Year, the determination of whether an Employee
        has completed a Year of Service shall be made in accordance with Department
        of
        Labor regulation 2530.203-2(c). However, in determining whether an Employee
        has
        completed a Year of Service for benefit accrual purposes in the short Plan
        Year,
        the number of the Hours of Service required shall be proportionately reduced
        based on the number of full months in the short Plan Year.
 
 Years
        of
        Service with The Delahaye Group, Inc., effective April 1, 1999 shall be
        recognized.
 
 12
  Years
        of
        Service with any Affiliated Employer shall be recognized.
 
 ARTICLE
        II
 ADMINISTRATION
 
 2.1
        POWERS AND RESPONSIBILITIES OF THE EMPLOYER
 
 (a)  In
        addition to the general powers and responsibilities otherwise provided for
        in
        this Plan, the Employer shall be empowered to appoint and remove the Trustee
        and
        the Administrator from time to time as it deems necessary for the proper
        administration of the Plan to ensure that the Plan is being operated for
        the
        exclusive benefit of the Participants and their Beneficiaries in accordance
        with
        the terms of the Plan, the Code, and the Act. The Employer may appoint counsel,
        specialists, advisers, agents (including any nonfiduciary agent) and other
        persons as the Employer deems necessary or desirable in connection with the
        exercise of its fiduciary duties under this Plan. The Employer may compensate
        such agents or advisers from the assets of the Plan as fiduciary expenses
        (but
        not including any business (settlor) expenses of the Employer), to the extent
        not paid by the Employer.
 
 (b)  The
        Employer may, by written agreement or designation, appoint at its option
        an
        Investment Manager (qualified under the Investment Company Act of 1940 as
        amended), investment adviser, or other agent to provide direction to the
        Trustee
        with respect to any or all of the Plan assets. Such appointment shall be
        given
        by the Employer in writing in a form acceptable to the Trustee and shall
        specifically identify the Plan assets with respect to which the Investment
        Manager or other agent shall have authority to direct the
        investment.
 
 (c)  The
        Employer shall establish a "funding policy and method," i.e., it shall determine
        whether the Plan has a short run need for liquidity (e.g., to pay benefits)
        or
        whether liquidity is a long run goal and investment growth (and stability
        of
        same) is a more current need, or shall appoint a qualified person to do so.
        The
        Employer or its delegate shall communicate such needs and goals to the Trustee,
        who shall coordinate such Plan needs with its investment policy. The
        communication of such a "funding policy and method" shall not, however,
        constitute a directive to the Trustee as to the investment of the Trust Funds.
        Such "funding policy and method" shall be consistent with the objectives
        of this
        Plan and with the requirements of Title I of the Act.
 
 (d)  The
        Employer shall periodically review the performance of any Fiduciary or other
        person to whom duties have been delegated or allocated by it under the
        provisions of this Plan or pursuant to procedures established hereunder.
        This
        requirement may be satisfied by formal periodic review by the Employer or
        by a
        qualified person specifically designated by the Employer, through day-to-day
        conduct and evaluation, or through other appropriate ways.
 
 13
  2.2
        DESIGNATION OF ADMINISTRATIVE AUTHORITY
 
 The
        Employer shall be the Administrator. The Employer may appoint any person,
        including, but not limited to, the Employees of the Employer, to perform
        the
        duties of the Administrator. Any person so appointed shall signify acceptance
        by
        filing written acceptance with the Employer. Upon the resignation or removal
        of
        any individual performing the duties of the Administrator, the Employer may
        designate a successor.
 
 2.3
        POWERS AND DUTIES OF THE ADMINISTRATOR
 
 The
        primary responsibility of the Administrator is to administer the Plan for
        the
        exclusive benefit of the Participants and their Beneficiaries, subject to
        the
        specific terms of the Plan. The Administrator shall administer the Plan in
        accordance with its terms and shall have the power and discretion to construe
        the terms of the Plan and to determine all questions arising in connection
        with
        the administration, interpretation, and application of the Plan. Any such
        determination by the Administrator shall be conclusive and binding upon all
        persons. The Administrator may establish procedures, correct any defect,
        supply
        any information, or reconcile any inconsistency in such manner and to such
        extent as shall be deemed necessary or advisable to carry out the purpose
        of the
        Plan; provided, however, that any procedure, discretionary act, interpretation
        or construction shall be done in a nondiscriminatory manner based upon uniform
        principles consistently applied and shall be consistent with the intent that
        the
        Plan shall continue to be deemed a qualified plan under the terms of Code
        Section 401(a), and shall comply with the terms of the Act and all
        regulations issued pursuant thereto. The Administrator shall have all powers
        necessary or appropriate to accomplish the Administrator's duties under the
        Plan.
 
 Notwithstanding
        the foregoing, the Plan Administrator shall have full and complete discretion
        to
        determine eligibility for participation and benefits under this Plan, including,
        without limitation, the determination of those individuals who are deemed
        employees of the employer (or any controlled group member). The Plan
        Administrator’s decision shall be final, binding and conclusive on all parties
        having or claiming a benefit under this Plan. This Plan is to be construed
        to
        exclude all individuals who are not considered employees for purposes of
        the
        employer’s payroll system, and the Plan Administrator is authorized to do
        so.
 
 The
        Administrator shall be charged with the duties of the general administration
        of
        the Plan as set forth under the terms of the Plan, including, but not limited
        to, the following:
 
 (a)  the
        discretion to determine all questions relating to the eligibility of Employees
        to participate or remain a Participant hereunder and to receive benefits
        under
        the Plan;
 
 (b)  to
        compute, certify, and direct the Trustee with respect to the amount and the
        kind
        of benefits to which any Participant shall be entitled hereunder;
 
 (c)  to
        authorize and direct the Trustee with respect to all discretionary or otherwise
        directed disbursements from the Trust;
 
 (d)  to
        maintain all necessary records for the administration of the Plan;
 
 14
  (e)  to
        interpret the provisions of the Plan and to make and publish such rules for
        regulation of the Plan as are consistent with the terms hereof;
 
 (f)  to
        determine the size and type of any Contract to be purchased from any insurer,
        and to designate the insurer from which such Contract shall be
        purchased;
 
 (g)  to
        compute and certify to the Employer and to the Trustee from time to time
        the
        sums of money necessary or desirable to be contributed to the Plan;
 
 (h)  to
        consult with the Employer and the Trustee regarding the short and long-term
        liquidity needs of the Plan in order that the Trustee can exercise any
        investment discretion in a manner designed to accomplish specific
        objectives;
 
 (i)  to
        prepare and implement a procedure to notify Eligible Employees that they
        may
        elect to have a portion of their Compensation deferred or paid to them in
        cash;
 
 (j)  to
        act as
        the named Fiduciary responsible for communications with Participants as needed
        to maintain Plan compliance with Act Section 404(c), including, but not limited
        to, the receipt and transmitting of Participant's directions as to the
        investment of their account(s) under the Plan and the formulation of policies,
        rules, and procedures pursuant to which Participants may give investment
        instructions with respect to the investment of their accounts;
 
 (k)  to
        determine the validity of, and take appropriate action with respect to, any
        qualified domestic relations order received by it; and
 
 (l)  to
        assist
        any Participant regarding the Participant's rights, benefits, or elections
        available under the Plan.
 
 2.4
        RECORDS AND REPORTS
 
 The
        Administrator shall keep a record of all actions taken and shall keep all
        other
        books of account, records, policies, and other data that may be necessary
        for
        proper administration of the Plan and shall be responsible for supplying
        all
        information and reports to the Internal Revenue Service, Department of Labor,
        Participants, Beneficiaries and others as required by law.
 
 2.5
        APPOINTMENT OF ADVISERS
 
 The
        Administrator, or the Trustee with the consent of the Administrator, may
        appoint
        counsel, specialists, advisers, agents (including nonfiduciary agents) and
        other
        persons as the Administrator or the Trustee deems necessary or desirable
        in
        connection with the administration of this Plan, including but not limited
        to
        agents and advisers to assist with the administration and management of the
        Plan, and thereby to provide, among such other duties as the Administrator
        may
        appoint, assistance with maintaining Plan records and the providing of
        investment information to the Plan's investment fiduciaries and to Plan
        Participants.
 
 15
  2.6
        PAYMENT OF EXPENSES
 
 All
        expenses of administration may be paid out of the Trust Fund unless paid
        by the
        Employer. Such expenses shall include any expenses incident to the functioning
        of the Administrator, or any person or persons retained or appointed by any
        named Fiduciary incident to the exercise of their duties under the Plan,
        including, but not limited to, fees of accountants, counsel, Investment
        Managers, agents (including nonfiduciary agents) appointed for the purpose
        of
        assisting the Administrator or the Trustee in carrying out the instructions
        of
        Participants as to the directed investment of their accounts and other
        specialists and their agents, the costs of any bonds required pursuant to
        Act
        Section 412, and other costs of administering the Plan. Until paid, the expenses
        shall constitute a liability of the Trust Fund.
 
 2.7
        CLAIMS PROCEDURE
 
 Claims
        for benefits under the Plan may be filed in writing with the Administrator.
        Written notice of the disposition of a claim shall be furnished to the claimant
        within ninety (90) days after the application is filed, or such period as
        is
        required by applicable law or Department of Labor regulation. In the event
        the
        claim is denied, the reasons for the denial shall be specifically set forth
        in
        the notice in language calculated to be understood by the claimant, pertinent
        provisions of the Plan shall be cited, and, where appropriate, an explanation
        as
        to how the claimant can perfect the claim will be provided. In addition,
        the
        claimant shall be furnished with an explanation of the Plan's claims review
        procedure.
 
 2.8
        CLAIMS REVIEW PROCEDURE
 
 Any
        Employee, former Employee, or Beneficiary of either, who has been denied
        a
        benefit by a decision of the Administrator pursuant to Section 2.7 shall
        be
        entitled to request the Administrator to give further consideration to a
        claim
        by filing with the Administrator a written request for a hearing. Such request,
        together with a written statement of the reasons why the claimant believes
        the
        claim should be allowed, shall be filed with the Administrator no later than
        sixty (60) days after receipt of the written notification provided for in
        Section 2.7. The Administrator shall then conduct a hearing within the next
        sixty (60) days, at which the claimant may be represented by an attorney
        or any
        other representative of such claimant's choosing and expense and at which
        the
        claimant shall have an opportunity to submit written and oral evidence and
        arguments in support of the claim. At the hearing (or prior thereto upon
        five
        (5) business days written notice to the Administrator) the claimant or the
        claimant's representative shall have an opportunity to review all documents
        in
        the possession of the Administrator which are pertinent to the claim at issue
        and its disallowance. Either the claimant or the Administrator may cause
        a court
        reporter to attend the hearing and record the proceedings. In such event,
        a
        complete written transcript of the proceedings shall be furnished to both
        parties by the court reporter. The full expense of any such court reporter
        and
        such transcripts shall be borne by the party causing the court reporter to
        attend the hearing. A final decision as to the allowance of the claim shall
        be
        made by the Administrator within sixty (60) days of receipt of the appeal
        (unless there has been an extension of sixty (60) days due to special
        circumstances, provided the delay and the special circumstances occasioning
        it
        are communicated to the claimant within the sixty (60) day period). Such
        communication shall be written in a manner calculated to be understood by
        the
        claimant and shall include specific reasons for the decision and specific
        references to the pertinent Plan provisions on which the decision is
        based.
 
 16
  ARTICLE
        III
 ELIGIBILITY
 
 3.1
        CONDITIONS OF ELIGIBILITY
 
 Any
        Eligible Employee who was employed on June 1, 1992 shall be eligible to
        participate and shall enter the Plan as of the first day of the Plan Year.
        Any
        other Eligible Employee shall be eligible to participate hereunder on the
        date
        of such Employee's employment with the Employer. However, any Employee who
        was a
        Participant in the Plan prior to the effective date of this amendment and
        restatement shall continue to participate in the Plan.
 
 3.2
        EFFECTIVE DATE OF PARTICIPATION
 
 An
        Eligible Employee shall become a Participant effective as of the first day
        of
        the Plan Year quarter coinciding with or next following the date such Employee
        met the eligibility requirements of Section 3.1, provided said Employee was
        still employed as of such date (or if not employed on such date, as of the
        date
        of rehire if a 1-Year Break in Service has not occurred or, if later, the
        date
        that the Employee would have otherwise entered the Plan had the Employee
        not
        terminated employment).
 
 3.3
        DETERMINATION OF ELIGIBILITY
 
 The
        Administrator shall determine the eligibility of each Employee for participation
        in the Plan based upon information furnished by the Employer. Such determination
        shall be conclusive and binding upon all persons, as long as the same is
        made
        pursuant to the Plan and the Act. Such determination shall be subject to
        review
        pursuant to Section 2.8.
 
 3.4
        TERMINATION OF ELIGIBILITY
 
 In
        the
        event a Participant shall go from a classification of an Eligible Employee
        to an
        ineligible Employee, such Former Participant shall continue to vest in the
        Plan
        for each Year of Service completed while a noneligible Employee, until such
        time
        as the Participant's Account is forfeited or distributed pursuant to the
        terms
        of the Plan. Additionally, the Former Participant's interest in the Plan
        shall
        continue to share in the earnings of the Trust Fund.
 
 3.5
        OMISSION OF ELIGIBLE EMPLOYEE
 
 If,
        in
        any Plan Year, any Employee who should be included as a Participant in the
        Plan
        is erroneously omitted and discovery of such omission is not made until after
        a
        contribution by the Employer for the year has been made and allocated, then
        the
        Employer shall make a subsequent contribution, if necessary after the
        application of Section 4.4(c), ** so
        that
        the omitted Employee receives a total amount which the Employee would have
        received (including both Employer contributions and earnings thereon) had
        the
        Employee not been omitted. Such contribution shall be made regardless of
        whether
        it is deductible in whole or in part in any taxable year under applicable
        provisions of the Code.
 
 3.6
        INCLUSION OF INELIGIBLE EMPLOYEE
 
 If,
        in
        any Plan Year, any person who should not have been included as a Participant
        in
        the Plan is erroneously included and discovery of such inclusion is not made
        until after a contribution for the year has been made and allocated, the
        Employer shall be entitled to recover the contribution made with respect
        to the
        ineligible person provided the error is discovered within twelve (12) months
        of
        the date on which it was made. Otherwise, the amount contributed with respect
        to
        the ineligible person shall constitute a Forfeiture for the Plan Year in
        which
        the discovery is made. Notwithstanding the foregoing, any Deferred Compensation
        made by an ineligible person shall be distributed to the person (along with
        any
        earnings attributable to such Deferred Compensation).
 
 17
  3.7
        REHIRED EMPLOYEES
 If
        any
        Participant becomes a Former Participant due to severance from employment
        with
        the Employer and is reemployed by the Employer, the Former Participant shall
        become a Participant as of the reemployment date.
 
 3.8
        ELECTION NOT TO PARTICIPATE
 
 An
        Employee, for Plan Years beginning on or after the later of the adoption
        date or
        effective date of this amendment and restatement, may, subject to the approval
        of the Employer, elect voluntarily not to participate in the Plan. The election
        not to participate must be irrevocable and communicated to the Employer,
        in
        writing, within a reasonable period of time before the beginning of the first
        Plan Year.
 
 ARTICLE
        IV
 CONTRIBUTION
        AND ALLOCATION
 
 4.1
        FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION
 
 For
        each
        Plan Year, the Employer shall contribute to the Plan:
 
 (a)  The
        amount of the total salary reduction elections of all Participants made pursuant
        to Section 4.2(a), which amount shall be deemed an Employer Elective
        Contribution.
 
 (b)  On
        behalf
        of each Participant who is eligible to share in matching contributions for
        the
        Plan Year, a discretionary matching contribution equal to a uniform percentage
        of each such Participant's Deferred Compensation, the exact percentage, if
        any,
        to be determined each year by the Employer, which amount, if any, shall be
        deemed an Employer Non-Elective Contribution.
 
 (c)  Additionally,
        to the extent necessary, the Employer shall contribute to the Plan the amount
        necessary to provide the top heavy minimum contribution. All contributions
        by
        the Employer shall be made in cash or in such property as is acceptable to
        the
        Trustee.
 
 4.2
        PARTICIPANT'S SALARY REDUCTION ELECTION
 
 (a)  Effective
        January 1, 1992, each Participant may elect to defer Compensation which would
        have been received in the Plan Year, but for the deferral election, from
        1% to
        15%. Effective January 1, 2002, each Participant may elect to defer Compensation
        which would have been received in the Plan Year, but for the deferral election,
        by up to 70%. A deferral election (or modification of an earlier election)
        may
        not be made with respect to Compensation which is currently available on
        or
        before the date the Participant executed such election. For purposes of this
        Section, Compensation shall be determined prior to any reductions made pursuant
        to Code Sections 125, 132(f)(4) for Plan Years beginning after December 31,
        2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions
        described in Code Section 414(h)(2) that are treated as Employer
        contributions.
 
 18
  The
        amount by which Compensation is reduced shall be that Participant's Deferred
        Compensation and be treated as an Employer Elective Contribution and allocated
        to that Participant's Elective Account.
 
 (b)  The
        balance in each Participant's Elective Account shall be fully Vested at all
        times and, except as otherwise provided herein, shall not be subject to
        Forfeiture for any reason.
 
 (c)  Notwithstanding
        anything in the Plan to the contrary, amounts held in the Participant's Elective
        Account may not be distributable (including any offset of loans) earlier
        than:
 
 (1)  a
        Participant's separation from service, Total and Permanent Disability, or
        death;
 
 (2)  a
        Participant's attainment of age 59 1/2;
 
 (3)  the
        termination of the Plan without the existence at the time of Plan termination
        of
        another defined contribution plan or the establishment of a successor defined
        contribution plan by the Employer or an Affiliated Employer within the period
        ending twelve months after distribution of all assets from the Plan maintained
        by the Employer. For this purpose, a defined contribution plan does not include
        an employee stock ownership plan (as defined in Code Section 4975(e)(7) or
        409),
        a simplified employee pension plan (as defined in Code Section 408(k)), or
        a simple individual retirement account plan (as defined in Code
        Section 408(p));
 
 (4)  the
        date
        of disposition by the Employer to an entity that is not an Affiliated Employer
        of substantially all of the assets (within the meaning of Code
        Section 409(d)(2)) used in a trade or business of such corporation if such
        corporation continues to maintain this Plan after the disposition with respect
        to a Participant who continues employment with the corporation acquiring
        such
        assets;
 
 (5)  the
        date
        of disposition by the Employer or an Affiliated Employer who maintains the
        Plan
        of its interest in a subsidiary (within the meaning of Code
        Section 409(d)(3)) to an entity which is not an Affiliated Employer but
        only with respect to a Participant who continues employment with such
        subsidiary; or
 
 19
  (6)  the
        proven financial hardship of a Participant, subject to the limitations of
        Section 6.10.
 
 (d)  For
        each
        Plan Year, a Participant's Deferred Compensation made under this Plan and
        all
        other plans, contracts or arrangements of the Employer maintaining this Plan
        shall not exceed, during any taxable year of the Participant, the limitation
        imposed by Code Section 402(g), as in effect at the beginning of such
        taxable year. If such dollar limitation is exceeded, a Participant will be
        deemed to have notified the Administrator of such excess amount which shall
        be
        distributed in a manner consistent with Section 4.2(f). The dollar limitation
        shall be adjusted annually pursuant to the method provided in Code
        Section 415(d) in accordance with Regulations.
 
 (e)  In
        the
        event a Participant has received a hardship distribution from the Participant's
        Elective Account pursuant to Section 6.10(b) or pursuant to Regulation
        1.401(k)-1(d)(2)(iv)(B) from any other plan maintained by the Employer, then
        such Participant shall not be permitted to elect to have Deferred Compensation
        contributed to the Plan for a period of twelve (12) months following the
        receipt
        of the distribution. Furthermore, the dollar limitation under Code
        Section 402(g) shall be reduced, with respect to the Participant's taxable
        year following the taxable year in which the hardship distribution was made,
        by
        the amount of such Participant's Deferred Compensation, if any, pursuant
        to this
        Plan (and any other plan maintained by the Employer) for the taxable year
        of the
        hardship distribution.
 
 (f)  If
        a
        Participant's Deferred Compensation under this Plan together with any elective
        deferrals (as defined in Regulation 1.402(g)-1(b)) under another qualified
        cash
        or deferred arrangement (as described in Code Section 401(k)), a simplified
        employee pension (as described in Code Section 408(k)(6)), a simple
        individual retirement account plan (as described in Code Section 408(p)),
        a
        salary reduction arrangement (within the meaning of Code
        Section 3121(a)(5)(D)), a deferred compensation plan under Code
        Section 457(b), or a trust described in Code Section 501(c)(18)
        cumulatively exceed the limitation imposed by Code Section 402(g) (as
        adjusted annually in accordance with the method provided in Code
        Section 415(d) pursuant to Regulations) for such Participant's taxable
        year, the Participant may, not later than March 1 following the close of
        the Participant's taxable year, notify the Administrator in writing of such
        excess and request that the Participant's Deferred Compensation under this
        Plan
        be reduced by an amount specified by the Participant. In such event, the
        Administrator may direct the Trustee to distribute such excess amount (and
        any
        Income allocable to such excess amount) to the Participant not later than
        the
        first April 15th following the close of the Participant's taxable year. Any
        distribution of less than the entire amount of Excess Deferred Compensation
        and
        Income shall be treated as a pro rata distribution of Excess Deferred
        Compensation and Income. The amount distributed shall not exceed the
        Participant's Deferred Compensation under the Plan for the taxable year (and
        any
        Income allocable to such excess amount). Any distribution on or before the
        last
        day of the Participant's taxable year must satisfy each of the following
        conditions:
 
 20
  (1)  the
        distribution must be made after the date on which the Plan received the Excess
        Deferred Compensation;
 
 (2)  the
        Participant shall designate the distribution as Excess Deferred Compensation;
        and
 
 (3)  the
        Plan
        must designate the distribution as a distribution of Excess Deferred
        Compensation.
 
 Matching
        contributions which relate to Excess Deferred Compensation which is distributed
        pursuant to this Section 4.2(f) shall be forfeited.
 
 (g)  Notwithstanding
        Section 4.2(f) above, a Participant's Excess Deferred Compensation shall
        be
        reduced, but not below zero, by any distribution of Excess Contributions
        pursuant to Section 4.6(a) for the Plan Year beginning with or within the
        taxable year of the Participant.
 
 (h)  At
        Normal
        Retirement Date, or such other date when the Participant shall be entitled
        to
        receive benefits, the fair market value of the Participant's Elective Account
        shall be used to provide additional benefits to the Participant or the
        Participant's Beneficiary.
 
 (i)  Employer
        Elective Contributions made pursuant to this Section may be segregated into
        a
        separate account for each Participant in a federally insured savings account,
        certificate of deposit in a bank or savings and loan association, money market
        certificate, or other short-term debt security acceptable to the Trustee
        until
        such time as the allocations pursuant to Section 4.4 have been
        made.
 
 (j)  The
        Employer and the Administrator shall implement the salary reduction elections
        provided for herein in accordance with the following:
 
 (1)  A
        Participant must make an initial salary deferral election within a reasonable
        time, not to exceed 30 days, after entering the Plan pursuant to Section
        3.2. If
        the Participant fails to make an initial salary deferral election within
        such
        time, then such Participant may thereafter make an election in accordance
        with
        the rules governing modifications. The Participant shall make such an election
        by entering into a written salary reduction agreement with the Employer and
        filing such agreement with the Administrator. Such election shall initially
        be
        effective beginning with the pay period following the acceptance of the salary
        reduction agreement by the Administrator, shall not have retroactive effect
        and
        shall remain in force until revoked.
 
 (2)  A
        Participant may modify a prior election during the Plan Year and concurrently
        make a new election by filing a written notice with the Administrator within
        the
        30 day period prior to the pay period for which such modification is to be
        effective. However, modifications to a salary deferral election shall only
        be
        permitted with 30 days advance notice prior to January 1 st ,
        April
        1 st ,
        July
        1 st or
        October 1 st .
        Any
        modification shall not have retroactive effect and shall remain in force
        until
        revoked.
 
 21
  (3)  A
        Participant may elect to prospectively revoke the Participant's salary reduction
        agreement in its entirety at any time during the Plan Year by providing the
        Administrator with 30 days written notice of such revocation (or upon such
        shorter notice period as may be acceptable to the Administrator). Such
        revocation shall become effective as of the beginning of the first pay period
        coincident with or next following the expiration of the notice period.
        Furthermore, the termination of the Participant's employment, or the cessation
        of participation for any reason, shall be deemed to revoke any salary reduction
        agreement then in effect, effective immediately following the close of the
        pay
        period within which such termination or cessation occurs. A Participant may
        reactivate salary reduction contributions again with 30 days advance notice
        prior to January 1 st ,
        April
        1 st ,
        July
        1 st or
        October 1 st .
 
 4.3
        TIME
        OF PAYMENT OF EMPLOYER CONTRIBUTION
 
 The
        Employer may make its contribution to the Plan for a particular Plan Year
        at
        such time as the Employer, in its sole discretion, determines. If the Employer
        makes a contribution for a particular Plan Year after the close of that Plan
        Year, the Employer will designate to the Trustee the Plan Year for which
        the
        Employer is making its contribution.
 
 However,
        Employer Elective Contributions accumulated through payroll deductions shall
        be
        paid to the Trustee as of the earliest date on which such contributions can
        reasonably be segregated from the Employer’s general assets, but in any event
        within fifteen business days of the first day of the month following the
        month
        in which such amounts would otherwise have been payable to the Participant
        in
        cash. The provisions of Department of Labor Regulations Sec.2510.3-102 are
        incorporated herein by reference. Furthermore, any additional Employer
        contributions which are allocable to the Participant’s Elective Account for a
        Plan Year shall be paid to the Plan no later than the twelve-month period
        immediately following the close of such Plan Year.
 
 4.4
        ALLOCATION OF CONTRIBUTION AND EARNINGS
 
 (a)  The
        Administrator shall establish and maintain an account in the name of each
        Participant to which the Administrator shall credit as of each Anniversary
        Date,
        or other Valuation Date, all amounts allocated to each such Participant as
        set
        forth herein.
 
 (b)  The
        Employer shall provide the Administrator with all information required by
        the
        Administrator to make a proper allocation of the Employer contributions for
        each
        Plan Year. Within a reasonable period of time after the date of receipt by
        the
        Administrator of such information, the Administrator shall allocate such
        contribution as follows:
 
 (1)  With
        respect to the Employer Elective Contribution made pursuant to Section 4.1(a),
        to each Participant's Elective Account in an amount equal to each such
        Participant's Deferred Compensation for the year.
 
 22
  (2)  With
        respect to the Employer Non-Elective Contribution made pursuant to Section
        4.1(b), to each Participant's Account in accordance with Section
        4.1(b).
  Only
        Participants who have completed a Year of Service during the Plan Year and
        are
        actively employed on the last day of the Plan Year shall be eligible to share
        in
        the matching contribution for the year.
 
 (c)  On
        or
        before each Anniversary Date any amounts which became Forfeitures since the
        last
        Anniversary Date may be used to satisfy any contribution that may be required
        pursuant to Section 3.5 and/or 6.9, or be used to pay any administrative
        expenses of the Plan. The remaining Forfeitures, if any, shall be used to
        reduce
        the contribution of the Employer hereunder for the Plan Year in which such
        Forfeitures occur.
 
 (d)  For
        any
        Top Heavy Plan Year, Non-Key Employees not otherwise eligible to share in
        the
        allocation of contributions as provided above, shall receive the minimum
        allocation provided for in Section 4.4(f) if eligible pursuant to the provisions
        of Section 4.4(h).
 
 (e)  As
        of
        each Valuation Date, any earnings or losses (net appreciation or net
        depreciation) of the Trust Fund shall be allocated in the same proportion
        that
        each Participant's and Former Participant's time weighted average nonsegregated
        accounts bear to the total of all Participants' and Former Participants'
        time
        weighted average nonsegregated accounts as of such date. Earnings or losses
        with
        respect to a Participant's Directed Account shall be allocated in accordance
        with Section 4.12.
 
 Participants'
        transfers from other qualified plans deposited in the general Trust Fund
        shall
        share in any earnings and losses (net appreciation or net depreciation) of
        the
        Trust Fund in the same manner provided above. Each segregated account maintained
        on behalf of a Participant shall be credited or charged with its separate
        earnings and losses.
 
 (f)  Minimum
        Allocations Required for Top Heavy Plan Years: Notwithstanding the foregoing,
        for any Top Heavy Plan Year, the sum of the Employer contributions allocated
        to
        the Participant's Combined Account of each Non-Key Employee shall be equal
        to at
        least three percent (3%) of such Non-Key Employee's "415 Compensation" (reduced
        by contributions and forfeitures, if any, allocated to each Non-Key Employee
        in
        any defined contribution plan included with this Plan in a Required Aggregation
        Group). However, if (1) the sum of the Employer contributions allocated to
        the Participant's Combined Account of each Key Employee for such Top Heavy
        Plan
        Year is less than three percent (3%) of each Key Employee's "415 Compensation"
        and (2) this Plan is not required to be included in an Aggregation Group to
        enable a defined benefit plan to meet the requirements of Code
        Section 401(a)(4) or 410, the sum of the Employer contributions allocated
        to the Participant's Combined Account of each Non-Key Employee shall be equal
        to
        the largest percentage allocated to the Participant's Combined Account of
        any
        Key Employee. However, in determining whether a Non-Key Employee has received
        the required minimum allocation, such Non-Key Employee's Deferred Compensation
        and matching contributions needed to satisfy the "Actual Contribution
        Percentage" tests pursuant to Section 4.7(a) shall not be taken into
        account.
 
 23
  However,
        no such minimum allocation shall be required in this Plan for any Non-Key
        Employee who participates in another defined contribution plan subject to
        Code
        Section 412 included with this Plan in a Required Aggregation
        Group.
 
 (g)  For
        purposes of the minimum allocations set forth above, the percentage allocated
        to
        the Participant's Combined Account of any Key Employee shall be equal to
        the
        ratio of the sum of the Employer contributions allocated on behalf of such
        Key
        Employee divided by the "415 Compensation" for such Key Employee.
 
 (h)  For
        any
        Top Heavy Plan Year, the minimum allocations set forth above shall be allocated
        to the Participant's Combined Account of all Non-Key Employees who are
        Participants and who are employed by the Employer on the last day of the
        Plan
        Year, including Non-Key Employees who have (1) failed to complete a Year of
        Service; and (2) declined to make mandatory contributions (if required) or,
        in the case of a cash or deferred arrangement, elective contributions to
        the
        Plan.
 
 (i)  For
        the
        purposes of this Section, "415 Compensation" in excess of $150,000 (or such
        other amount provided in the Code) shall be disregarded. Such amount shall
        be
        adjusted for increases in the cost of living in accordance with Code
        Section 401(a)(17)(B), except that the dollar increase in effect on
        January 1 of any calendar year shall be effective for the Plan Year
        beginning with or within such calendar year. If "415 Compensation" for any
        prior
        determination period is taken into account in determining a Participant's
        minimum benefit for the current Plan Year, the "415 Compensation" for such
        determination period is subject to the applicable annual "415 Compensation"
        limit in effect for that prior period. For this purpose, in determining the
        minimum benefit in Plan Years beginning on or after January 1, 1989, the
        annual "415 Compensation" limit in effect for determination periods beginning
        before that date is $200,000 (or such other amount as adjusted for increases
        in
        the cost of living in accordance with Code Section 415(d) for determination
        periods beginning on or after January 1, 1989, and in accordance with Code
        Section 401(a)(17)(B) for determination periods beginning on or after
        January 1, 1994). For determination periods beginning prior to
        January 1, 1989, the $200,000 limit shall apply only for Top Heavy Plan
        Years and shall not be adjusted. For any short Plan Year the "415 Compensation"
        limit shall be an amount equal to the "415 Compensation" limit for the calendar
        year in which the Plan Year begins multiplied by the ratio obtained by dividing
        the number of full months in the short Plan Year by twelve (12).
 
 (j)  Notwithstanding
        anything herein to the contrary, Participants who terminated employment for
        any
        reason during the Plan Year shall share in the salary reduction contributions
        made by the Employer for the year of termination without regard to the Hours
        of
        Service credited.
 
 24
  (k)  Notwithstanding
        anything in this Section to the contrary, all information necessary to properly
        reflect a given transaction may not be available until after the date specified
        herein for processing such transaction, in which case the transaction will
        be
        reflected when such information is received and processed. Subject to express
        limits that may be imposed under the Code, the processing of any contribution,
        distribution or other transaction may be delayed for any legitimate business
        reason (including, but not limited to, failure of systems or computer programs,
        failure of the means of the transmission of data, force majeure, the failure
        of
        a service provider to timely receive values or prices, and the correction
        for
        errors or omissions or the errors or omissions of any service provider).
        The
        processing date of a transaction will be binding for all purposes of the
        Plan.
 
 (l)  Notwithstanding
        anything to the contrary, if this is a Plan that would otherwise fail to
        meet
        the requirements of Code Section 410(b)(1) and the Regulations thereunder
        because Employer contributions would not be allocated to a sufficient number
        or
        percentage of Participants for a Plan Year, then the following rules shall
        apply:
 
 (1)  The
        group
        of Participants eligible to share in the Employer's contribution for the
        Plan
        Year shall be expanded to include the minimum number of Participants who
        would
        not otherwise be eligible as are necessary to satisfy the applicable test
        specified above. The specific Participants who shall become eligible under
        the
        terms of this paragraph shall be those who have not separated from service
        prior
        to the last day of the Plan Year and have completed the greatest number of
        Hours
        of Service in the Plan Year.
 
 (2)  If
        after
        application of paragraph (1) above, the applicable test is still not satisfied,
        then the group of Participants eligible to share in the Employer's contribution
        for the Plan Year shall be further expanded to include the minimum number
        of
        Participants who have separated from service prior to the last day of the
        Plan
        Year as are necessary to satisfy the applicable test. The specific Participants
        who shall become eligible to share shall be those Participants who have
        completed the greatest number of Hours of Service in the Plan Year before
        terminating employment.
 
 (3)  Nothing
        in this Section shall permit the reduction of a Participant's accrued benefit.
        Therefore any amounts that have previously been allocated to Participants
        may
        not be reallocated to satisfy these requirements. In such event, the Employer
        shall make an additional contribution equal to the amount such affected
        Participants would have received had they been included in the allocations,
        even
        if it exceeds the amount which would be deductible under Code Section 404.
        Any
        adjustment to the allocations pursuant to this paragraph shall be considered
        a
        retroactive amendment adopted by the last day of the Plan Year.
 
 25
  4.5
        ACTUAL DEFERRAL PERCENTAGE TESTS
 
 (a)  Maximum
        Annual Allocation: For each Plan Year beginning after December 31, 1996,
        the
        annual allocation derived from Employer Elective Contributions to a Highly
        Compensated Participant's Elective Account shall satisfy one of the following
        tests:
 
 (1)  The
        "Actual Deferral Percentage" for the Highly Compensated Participant group
        shall
        not be more than the "Actual Deferral Percentage" of the Non-Highly Compensated
        Participant group (for the preceding Plan Year if the prior year testing
        method
        is used to calculate the "Actual Deferral Percentage" for the Non-Highly
        Compensated Participant group) multiplied by 1.25, or
 
 (2)  The
        excess of the "Actual Deferral Percentage" for the Highly Compensated
        Participant group over the "Actual Deferral Percentage" for the Non-Highly
        Compensated Participant group (for the preceding Plan Year if the prior year
        testing method is used to calculate the "Actual Deferral Percentage" for
        the
        Non-Highly Compensated Participant group) shall not be more than two percentage
        points. Additionally, the "Actual Deferral Percentage" for the Highly
        Compensated Participant group shall not exceed the "Actual Deferral Percentage"
        for the Non-Highly Compensated Participant group (for the preceding Plan
        Year if
        the prior year testing method is used to calculate the "Actual Deferral
        Percentage" for the Non-Highly Compensated Participant group) multiplied
        by 2.
        The provisions of Code Section 401(k)(3) and Regulation 1.401(k)-1(b) are
        incorporated herein by reference.
 
 However,
        in order to prevent the multiple use of the alternative method described
        in
        (2) above and in Code Section 401(m)(9)(A), any Highly Compensated
        Participant eligible to make elective deferrals pursuant to Section 4.2 and
        to
        make Employee contributions or to receive matching contributions under this
        Plan
        or under any other plan maintained by the Employer or an Affiliated Employer
        shall have a combination of such Participant's Elective Contributions and
        Employer matching contributions reduced pursuant to Section 4.6(a) and
        Regulation 1.401(m)-2, the provisions of which are incorporated herein by
        reference.
 
 (b)  For
        the
        purposes of this Section "Actual Deferral Percentage" means, with respect
        to the
        Highly Compensated Participant group and Non-Highly Compensated Participant
        group for a Plan Year, the average of the ratios, calculated separately for
        each
        Participant in such group, of the amount of Employer Elective Contributions
        allocated to each Participant's Elective Account for such Plan Year, to such
        Participant's "414(s) Compensation" for such Plan Year. The actual deferral
        ratio for each Participant and the "Actual Deferral Percentage" for each
        group
        shall be calculated to the nearest one-hundredth of one percent. Employer
        Elective Contributions allocated to each Non-Highly Compensated Participant's
        Elective Account shall be reduced by Excess Deferred Compensation to the
        extent
        such excess amounts are made under this Plan or any other plan maintained
        by the
        Employer.
 
 26
  Notwithstanding
        the above, if the prior year test method is used to calculate the "Actual
        Deferral Percentage" for the Non-Highly Compensated Participant group for
        the
        first Plan Year of this amendment and restatement, the "Actual Deferral
        Percentage" for the Non-Highly Compensated Participant group for the preceding
        Plan Year shall be calculated pursuant to the provisions of the Plan then
        in
        effect.
 
 (c)  For
        the
        purposes of Sections 4.5(a) and 4.6, a Highly Compensated Participant and
        a
        Non-Highly Compensated Participant shall include any Employee eligible to
        make a
        deferral election pursuant to Section 4.2, whether or not such deferral election
        was made or suspended pursuant to Section 4.2.
 
 Notwithstanding
        the above, if the prior year testing method is used to calculate the "Actual
        Deferral Percentage" for the Non-Highly Compensated Participant group for
        the
        first Plan Year of this amendment and restatement, for purposes of Section
        4.5(a) and 4.6, a Non-Highly Compensated Participant shall include any such
        Employee eligible to make a deferral election, whether or not such deferral
        election was made or suspended, pursuant to the provisions of the Plan in
        effect
        for the preceding Plan Year.
 
 (d)  For
        the
        purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(k),
        if two
        or more plans which include cash or deferred arrangements are considered
        one
        plan for the purposes of Code Section 401(a)(4) or 410(b) (other than Code
        Section 410(b)(2)(A)(ii)), the cash or deferred arrangements included in
        such
        plans shall be treated as one arrangement. In addition, two or more cash
        or
        deferred arrangements may be considered as a single arrangement for purposes
        of
        determining whether or not such arrangements satisfy Code Sections 401(a)(4),
        410(b) and 401(k). In such a case, the cash or deferred arrangements included
        in
        such plans and the plans including such arrangements shall be treated as
        one
        arrangement and as one plan for purposes of this Section and Code Sections
        401(a)(4), 410(b) and 401(k). Any adjustment to the Non-Highly Compensated
        Participant actual deferral ratio for the prior year shall be made in accordance
        with Internal Revenue Service Notice 98-1 and any superseding guidance. Plans
        may be aggregated under this paragraph (d) only if they have the same plan
        year.
        Notwithstanding the above, for Plan Years beginning after December 31,
        1996, if two or more plans which include cash or deferred arrangements are
        permissively aggregated under Regulation 1.410(b)-7(d), all plans permissively
        aggregated must use either the current year testing method or the prior year
        testing method for the testing year.
 
 Notwithstanding
        the above, an employee stock ownership plan described in Code Section 4975(e)(7)
        or 409 may not be combined with this Plan for purposes of determining whether
        the employee stock ownership plan or this Plan satisfies this Section and
        Code
        Sections 401(a)(4), 410(b) and 401(k).
 
 (e)  For
        the
        purposes of this Section, if a Highly Compensated Participant is a Participant
        under two or more cash or deferred arrangements (other than a cash or deferred
        arrangement which is part of an employee stock ownership plan as defined
        in Code
        Section 4975(e)(7) or 409) of the Employer or an Affiliated Employer, all
        such
        cash or deferred arrangements shall be treated as one cash or deferred
        arrangement for the purpose of determining the actual deferral ratio with
        respect to such Highly Compensated Participant. However, if the cash or deferred
        arrangements have different plan years, this paragraph shall be applied by
        treating all cash or deferred arrangements ending with or within the same
        calendar year as a single arrangement.
 
 27
  (f)  For
        the
        purpose of this Section, for Plan Years beginning after December 31, 1996,
        unless otherwise provided below, when calculating the "Actual Deferral
        Percentage" for the Non-Highly Compensated Participant group, the current
        year
        testing method shall be used. Any change from the current year testing method
        to
        the prior year testing method shall be made pursuant to Internal Revenue
        Service
        Notice 98-1, Section VII (or superseding guidance), the provisions of which
        are incorporated herein by reference.
 
 For
        the
        Plan Year beginning after December 31, 1996, the current year testing method
        shall be used.
 
 For
        the
        Plan Year beginning after December 31, 1997, the prior year testing method
        shall
        be used.
 
 For
        the
        Plan Year beginning after December 31, 1998, the current year testing method
        shall be used.
 
 For
        the
        Plan Year beginning after December 31, 1999, the current year testing method
        shall be used.
 
 For
        the
        Plan Year beginning after December 31, 2000, the current year testing method
        shall be used.
 
 (g)  Notwithstanding
        anything in this Section to the contrary, the provisions of this Section
        and
        Section 4.6 may be applied separately (or will be applied separately to the
        extent required by Regulations) to each plan within the meaning of Regulation
        1.401(k)-1(g)(11). Furthermore, for Plan Years beginning after December 31,
        1998, the provisions of Code Section 401(k)(3)(F) may be used to exclude
        from
        consideration all Non-Highly Compensated Employees who have not satisfied
        the
        minimum age and service requirements of Code Section 410(a)(1)(A).
 
 4.6
        ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS
 
 In
        the
        event (or if it is anticipated) that the initial allocations of the Employer
        Elective Contributions made pursuant to Section 4.4 do (or might) not satisfy
        one of the tests set forth in Section 4.5(a) for Plan Years beginning after
        December 31, 1996, the Administrator shall adjust Excess Contributions
        pursuant to the options set forth below:
 
 (a)  On
        or
        before the fifteenth day of the third month following the end of each Plan
        Year,
        but in no event later than the close of the following Plan Year, the Highly
        Compensated Participant having the largest dollar amount of Elective
        Contributions shall have a portion of such Participant's Elective Contributions
        distributed until the total amount of Excess Contributions has been distributed,
        or until the amount of such Participant's Elective Contributions equals the
        Elective Contributions of the Highly Compensated Participant having the second
        largest dollar amount of Elective Contributions. This process shall continue
        until the total amount of Excess Contributions has been distributed. In
        determining the amount of Excess Contributions to be distributed with respect
        to
        an affected Highly Compensated Participant as determined herein, such amount
        shall be reduced pursuant to Section 4.2(f) by any Excess Deferred Compensation
        previously distributed to such affected Highly Compensated Participant for
        such
        Participant's taxable year ending with or within such Plan Year.
 
 28
  (1)  With
        respect to the distribution of Excess Contributions pursuant to (a) above,
        such distribution:
 
 (i)  may
        be
        postponed but not later than the close of the Plan Year following the Plan
        Year
        to which they are allocable;
 
 (ii)  shall
        be
        adjusted for Income; and
 
 (iii)  shall
        be
        designated by the Employer as a distribution of Excess Contributions (and
        Income).
 
 (2)  Any
        distribution of less than the entire amount of Excess Contributions shall
        be
        treated as a pro rata distribution of Excess Contributions and
        Income.
  (3)  Matching
        contributions which relate to Excess Contributions shall be forfeited unless
        the
        related matching contribution is distributed as an Excess Aggregate Contribution
        pursuant to Section 4.8.
 
 (b)  Notwithstanding
        the above, within twelve (12) months after the end of the Plan Year, the
        Employer may make a special Qualified Non-Elective Contribution in accordance
        with one of the following provisions which contribution shall be allocated
        to
        the Participant's Elective Account of each Non-Highly Compensated Participant
        eligible to share in the allocation in accordance with such provision. The
        Employer shall provide the Administrator with written notification of the
        amount
        of the contribution being made and for which provision it is being made pursuant
        to:
 
 (1)  A
        special
        Qualified Non-Elective Contribution may be made on behalf of Non-Highly
        Compensated Participants in an amount sufficient to satisfy (or to prevent
        an
        anticipated failure of) one of the tests set forth in Section 4.5(a). Such
        contribution shall be allocated in the same proportion that each Non-Highly
        Compensated Participant's 414(s) Compensation for the year (or prior year
        if the
        prior year testing method is being used) bears to the total 414(s) Compensation
        of all Non-Highly Compensated Participants for such year.
 
 (2)  A
        special
        Qualified Non-Elective Contribution may be made on behalf of Non-Highly
        Compensated Participants in an amount sufficient to satisfy (or to prevent
        an
        anticipated failure of) one of the tests set forth in Section 4.5(a). Such
        contribution shall be allocated in the same proportion that each Non-Highly
        Compensated Participant electing salary reductions pursuant to Section 4.2
        in the same proportion that each such Non-Highly Compensated Participant's
        Deferred Compensation for the year (or at the end of the prior Plan Year
        if the
        prior year testing method is being used) bears to the total Deferred
        Compensation of all such Non-Highly Compensated Participants for such
        year.
 
 29


(3)  A
        special
        Qualified Non-Elective Contribution may be made on behalf of Non-Highly
        Compensated Participants in an amount sufficient to satisfy (or to prevent
        an
        anticipated failure of) one of the tests set forth in Section 4.5(a). Such
        contribution shall be allocated in equal amounts (per capita).
 
 (4)  A
        special
        Qualified Non-Elective Contribution may be made on behalf of Non-Highly
        Compensated Participants electing salary reductions pursuant to Section 4.2
        in an amount sufficient to satisfy (or to prevent an anticipated failure
        of) one
        of the tests set forth in Section 4.5(a). Such contribution shall be
        allocated for the year (or at the end of the prior Plan Year if the prior
        year
        testing method is used) to each Non-Highly Compensated Participant electing
        salary reductions pursuant to Section 4.2 in equal amounts (per
        capita).
 
 (5)  A
        special
        Qualified Non-Elective Contribution may be made on behalf of Non-Highly
        Compensated Participants in an amount sufficient to satisfy (or to prevent
        an
        anticipated failure of) one of the tests set forth in Section 4.5(a). Such
        contribution shall be allocated to the Non-Highly Compensated Participant
        having
        the lowest 414(s) Compensation, until one of the tests set forth in
        Section 4.5(a) is satisfied (or is anticipated to be satisfied), or until
        such Non-Highly Compensated Participant has received the maximum "annual
        addition" pursuant to Section 4.9. This process shall continue until one of
        the tests set forth in Section 4.5(a) is satisfied (or is anticipated to be
        satisfied).
 
 Notwithstanding
        the above, at the Employer's discretion, Non-Highly Compensated Participants
        who
        are not employed at the end of the Plan Year (or at the end of the prior
        Plan
        Year if the prior year testing method is being used) shall not be eligible
        to
        receive a special Qualified Non-Elective Contribution and shall be
        disregarded.
 
 Notwithstanding
        the above, for Plan Years beginning after December 31, 1998, if the testing
        method changes from the current year testing method to the prior year testing
        method, then for purposes of preventing the double counting of Qualified
        Non-Elective Contributions for the first testing year for which the change
        is
        effective, any special Qualified Non-Elective Contribution on behalf of
        Non-Highly Compensated Participants used to satisfy the "Actual Deferral
        Percentage" or "Actual Contribution Percentage" test under the current year
        testing method for the prior year testing year shall be
        disregarded.
  30
 (c)  If
        during
        a Plan Year, it is projected that the aggregate amount of Elective Contributions
        to be allocated to all Highly Compensated Participants under this Plan would
        cause the Plan to fail the tests set forth in Section 4.5(a), then the
        Administrator may automatically reduce the deferral amount of affected Highly
        Compensated Participants, beginning with the Highly Compensated Participant
        who
        has the highest deferral ratio until it is anticipated the Plan will pass
        the
        tests or until the actual deferral ratio equals the actual deferral ratio
        of the
        Highly Compensated Participant having the next highest actual deferral ratio.
        This process may continue until it is anticipated that the Plan will satisfy
        one
        of the tests set forth in Section 4.5(a). Alternatively, the Employer may
        specify a maximum percentage of Compensation that may be deferred.
 
 (d)  Any
        Excess Contributions (and Income) which are distributed on or after 2 1/2
        months after the end of the Plan Year shall be subject to the ten percent
        (10%)
        Employer excise tax imposed by Code Section 4979.
 
 4.7
        ACTUAL CONTRIBUTION PERCENTAGE TESTS
 
 (a)  The
        "Actual Contribution Percentage" for Plan Years beginning after December
        31,
        1996 for the Highly Compensated Participant group shall not exceed the greater
        of:
 
 (1)  125
        percent of such percentage for the Non-Highly Compensated Participant
        group ** (for
        the
        preceding Plan Year if the prior year testing method is used to calculate
        the
        "Actual Contribution Percentage" for the Non-Highly Compensated Participant
        group); or
 
 (2)  the
        lesser of 200 percent of such percentage for the Non-Highly Compensated
        Participant group ** (for
        the
        preceding Plan Year if the prior year testing method is used to calculate
        the
        "Actual Contribution Percentage" for the Non-Highly Compensated Participant
        group), or such percentage for the Non-Highly Compensated Participant
        group ** (for
        the
        preceding Plan Year if the prior year testing method is used to calculate
        the
        "Actual Contribution Percentage" for the Non-Highly Compensated Participant
        group) plus 2 percentage points. However, to prevent the multiple use of
        the
        alternative method described in this paragraph and Code
        Section 401(m)(9)(A), any Highly Compensated Participant eligible to make
        elective deferrals pursuant to Section 4.2 or any other cash or deferred
        arrangement maintained by the Employer or an Affiliated Employer and to make
        Employee contributions or to receive matching contributions under this Plan
        or
        under any plan maintained by the Employer or an Affiliated Employer shall
        have a
        combination of Elective Contributions and Employer matching contributions
        reduced pursuant to Regulation 1.401(m)-2 and Section 4.8(a). The
        provisions of Code Section 401(m) and Regulations 1.401(m)-1(b) and
        1.401(m)-2 are incorporated herein by reference.
  31
  (b)  For
        the
        purposes of this Section and Section 4.8, "Actual Contribution Percentage"
        for a Plan Year means, with respect to the Highly Compensated Participant
        group
        and Non-Highly Compensated Participant group ** (for
        the
        preceding Plan Year if the prior year testing method is used to calculate
        the
        "Actual Contribution Percentage" for the Non-Highly Compensated Participant
        group), the average of the ratios (calculated separately for each Participant
        in
        each group and rounded to the nearest one-hundredth of one percent)
        of:
 
 (1)  the
        sum
        of Employer matching contributions made pursuant to Section 4.1(b) on behalf
        of
        each such Participant for such Plan Year; to
 
 (2)  the
        Participant's "414(s) Compensation" for such Plan Year.
 
 Notwithstanding
        the above, if the prior year testing method is used to calculate the "Actual
        Contribution Percentage" for the Non-Highly Compensated Participant group
        for
        the first Plan Year of this amendment and restatement, for purposes of
        Section 4.7(a), the "Actual Contribution Percentage" for the Non-Highly
        Compensated Participant group for the preceding Plan Year shall be determined
        pursuant to the provisions of the Plan then in effect.
 
 (c)  For
        purposes of determining the "Actual Contribution Percentage," only Employer
        matching contributions contributed to the Plan prior to the end of the
        succeeding Plan Year shall be considered. In addition, the Administrator
        may
        elect to take into account, with respect to Employees eligible to have Employer
        matching contributions pursuant to Section 4.1(b) allocated to their accounts,
        elective deferrals (as defined in Regulation 1.402(g)-1(b)) and qualified
        non-elective contributions (as defined in Code Section 401(m)(4)(C))
        contributed to any plan maintained by the Employer. Such elective deferrals
        and
        qualified non-elective contributions shall be treated as Employer matching
        contributions subject to Regulation 1.401(m)-1(b)(5) which is incorporated
        herein by reference. However, the Plan Year must be the same as the plan
        year of
        the plan to which the elective deferrals and the qualified non-elective
        contributions are made.
 
 (d)  For
        purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(m), if
        two or more plans of the Employer to which matching contributions, Employee
        contributions, or both, are made are treated as one plan for purposes of
        Code
        Sections 401(a)(4) or 410(b) (other than the average benefits test under
        Code Section 410(b)(2)(A)(ii)), such plans shall be treated as one plan. In
        addition, two or more plans of the Employer to which matching contributions,
        Employee contributions, or both, are made may be considered as a single plan
        for
        purposes of determining whether or not such plans satisfy Code
        Sections 401(a)(4), 410(b) and 401(m). In such a case, the aggregated plans
        must satisfy this Section and Code Sections 401(a)(4), 410(b) and 401(m) as
        though such aggregated plans were a single plan. Any adjustment to the
        Non-Highly Compensated Participant actual contribution ratio for the prior
        year
        shall be made in accordance with Internal Revenue Service Notice 98-1 and
        any
        superseding guidance. Plans may be aggregated under this paragraph (d) only
        if
        they have the same plan year. Notwithstanding the above, for Plan Years
        beginning after December 31, 1996, if two or more plans which include cash
        or deferred arrangements are permissively aggregated under Regulation
        1.410(b)-7(d), all plans permissively aggregated must use either the current
        year testing method or the prior year testing method for the testing
        year.
  32
  Notwithstanding
        the above, an employee stock ownership plan described in Code
        Section 4975(e)(7) or 409 may not be aggregated with this Plan for purposes
        of determining whether the employee stock ownership plan or this Plan satisfies
        this Section and Code Sections 401(a)(4), 410(b) and 401(m).
 
 (e)  If
        a
        Highly Compensated Participant is a Participant under two or more plans (other
        than an employee stock ownership plan as defined in Code Section 4975(e)(7)
        or 409) which are maintained by the Employer or an Affiliated Employer to
        which
        matching contributions, Employee contributions, or both, are made, all such
        contributions on behalf of such Highly Compensated Participant shall be
        aggregated for purposes of determining such Highly Compensated Participant's
        actual contribution ratio. However, if the plans have different plan years,
        this
        paragraph shall be applied by treating all plans ending with or within the
        same
        calendar year as a single plan.
 
 (f)  For
        purposes of Sections 4.7(a) and 4.8, a Highly Compensated Participant and
        Non-Highly Compensated Participant shall include any Employee eligible to
        have
        Employer matching contributions (whether or not a deferral election was made
        or
        suspended) allocated to the Participant's account for the Plan
        Year.
 
 Notwithstanding
        the above, if the prior year testing method is used to calculate the "Actual
        Contribution Percentage" for the Non-Highly Compensated Participant group
        for
        the first Plan Year of this amendment and restatement, for the purposes of
        Section 4.7(a), a Non-Highly Compensated Participant shall include any such
        Employee eligible to have Employer matching contributions (whether or not
        a
        deferral election was made or suspended) allocated to the Participant's account
        for the preceding Plan Year pursuant to the provisions of the Plan then in
        effect.
 
 (g)  For
        the
        purpose of this Section, for Plan Years beginning after December 31, 1996,
        unless otherwise provided below, when calculating the "Actual Contribution
        Percentage" for the Non-Highly Compensated Participant group, the current
        year
        testing method shall be used. Any change from the current year testing method
        to
        the prior year testing method shall be made pursuant to Internal Revenue
        Service
        Notice 98-1, Section VII (or superseding guidance), the provisions of which
        are incorporated herein by reference.
 
 For
        the
        Plan Year beginning after December 31, 1996, the current year testing method
        shall be used.
 
 For
        the
        Plan Year beginning after December 31, 1997, the prior year testing method
        shall
        be used.
 
 For
        the
        Plan Year beginning after December 31, 1998, the current year testing method
        shall be used.
 
 For
        the
        Plan Year beginning after December 31, 1999, the current year testing method
        shall be used.
  33
  For
        the
        Plan Year beginning after December 31, 2000, the current year testing method
        shall be used.
 
 (h)  Notwithstanding
        anything in this Section to the contrary, the provisions of this Section
        and
        Section 4.8 may be applied separately (or will be applied separately to the
        extent required by Regulations) to each plan within the meaning of Regulation
        1.401(k)-1(g)(11). Furthermore, for Plan Years beginning after December 31,
        1998, the provisions of Code Section 401(k)(3)(F) may be used to exclude
        from
        consideration all Non-Highly Compensated Employees who have not satisfied
        the
        minimum age and service requirements of Code Section 410(a)(1)(A).
 
 4.8
        ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS
 
 (a)  In
        the
        event (or if it is anticipated) that, for Plan Years beginning after
        December 31, 1996, the "Actual Contribution Percentage" for the Highly
        Compensated Participant group exceeds (or might exceed) the "Actual Contribution
        Percentage" for the Non-Highly Compensated Participant group pursuant to
        Section
        4.7(a), the Administrator (on or before the fifteenth day of the third month
        following the end of the Plan Year, but in no event later than the close
        of the
        following Plan Year) shall direct the Trustee to distribute to the Highly
        Compensated Participant having the largest dollar amount of contributions
        determined pursuant to Section 4.7(b)(1), the Vested portion of such
        contributions (and Income allocable to such contributions) and, if forfeitable,
        forfeit such non-Vested contributions attributable to Employer matching
        contributions (and Income allocable to such forfeitures) until the total
        amount
        of Excess Aggregate Contributions has been distributed, or until the
        Participant's remaining amount equals the amount of contributions determined
        pursuant to Section 4.7(b)(1) of the Highly Compensated Participant having
        the second largest dollar amount of contributions. This process shall continue
        until the total amount of Excess Aggregate Contributions has been
        distributed.
 
 (b)  Any
        distribution and/or forfeiture of less than the entire amount of Excess
        Aggregate Contributions (and Income) shall be treated as a pro rata
        distribution and/or forfeiture of Excess Aggregate Contributions and Income.
        Distribution of Excess Aggregate Contributions shall be designated by the
        Employer as a distribution of Excess Aggregate Contributions (and Income).
        Forfeitures of Excess Aggregate Contributions shall be treated in accordance
        with Section 4.4.
 
 (c)  Excess
        Aggregate Contributions, including forfeited matching contributions, shall
        be
        treated as Employer contributions for purposes of Code Sections 404 and 415
        even
        if distributed from the Plan.
 
 Forfeited
        matching contributions that are reallocated to Participants' Accounts for
        the
        Plan Year in which the forfeiture occurs shall be treated as an "annual
        addition" pursuant to Section 4.9(b) for the Participants to whose Accounts
        they are reallocated and for the Participants from whose Accounts they are
        forfeited.
  34
  (d)  The
        determination of the amount of Excess Aggregate Contributions with respect
        to
        any Plan Year shall be made after first determining the Excess Contributions,
        if
        any, to be treated as after-tax voluntary Employee contributions due to
        recharacterization for the plan year of any other qualified cash or deferred
        arrangement (as defined in Code Section 401(k)) maintained by the Employer
        that
        ends with or within the Plan Year or which are treated as after-tax voluntary
        Employee contributions due to recharacterization pursuant to
        Section 4.6(a).
 
 (e)  If
        during
        a Plan Year the projected aggregate amount of Employer matching contributions
        to
        be allocated to all Highly Compensated Participants under this Plan would,
        by
        virtue of the tests set forth in Section 4.7(a), cause the Plan to fail
        such tests, then the Administrator may automatically reduce proportionately
        or
        in the order provided in Section 4.8(a) each affected Highly Compensated
        Participant's projected share of such contributions by an amount necessary
        to
        satisfy one of the tests set forth in Section 4.7(a).
 
 (f)  Notwithstanding
        the above, within twelve (12) months after the end of the Plan Year, the
        Employer may make a special Qualified Non-Elective Contribution in accordance
        with one of the following provisions which contribution shall be allocated
        to
        the Participant's Account of each Non-Highly Compensated eligible to share
        in
        the allocation in accordance with such provision. The Employer shall provide
        the
        Administrator with written notification of the amount of the contribution
        being
        made and for which provision it is being made pursuant to:
 
 (1)  A
        special
        Qualified Non-Elective Contribution may be made on behalf of Non-Highly
        Compensated Participants in an amount sufficient to satisfy (or to prevent
        an
        anticipated failure of) one of the tests set forth in Section 4.7. Such
        contribution shall be allocated in the same proportion that each Non-Highly
        Compensated Participant's 414(s) Compensation for the year (or prior year
        if the
        prior year testing method is being used) bears to the total 414(s) Compensation
        of all Non-Highly Compensated Participants for such year.
 
 (2)  A
        special
        Qualified Non-Elective Contribution may be made on behalf of Non-Highly
        Compensated Participants in an amount sufficient to satisfy (or to prevent
        an
        anticipated failure of) one of the tests set forth in Section 4.7. Such
        contribution shall be allocated in the same proportion that each Non-Highly
        Compensated Participant electing salary reductions pursuant to Section 4.2
        in the same proportion that each such Non-Highly Compensated Participant's
        Deferred Compensation for the year (or at the end of the prior Plan Year
        if the
        prior year testing method is being used) bears to the total Deferred
        Compensation of all such Non-Highly Compensated Participants for such
        year.
 
 (3)  A
        special
        Qualified Non-Elective Contribution may be made on behalf of Non-Highly
        Compensated Participants in an amount sufficient to satisfy (or to prevent
        an
        anticipated failure of) one of the tests set forth in
        Section 4.7 *.* Such
        contribution shall be allocated in equal amounts (per capita).
  35
  (4)  A
        special
        Qualified Non-Elective Contribution may be made on behalf of Non-Highly
        Compensated Participants electing salary reductions pursuant to Section 4.2
        in an amount sufficient to satisfy (or to prevent an anticipated failure
        of) one
        of the tests set forth in Section 4.5(a). Such contribution shall be
        allocated for the year (or at the end of the prior Plan Year if the prior
        year
        testing method is used) to each Non-Highly Compensated Participant electing
        salary reductions pursuant to Section 4.2 in equal amounts (per
        capita).
 
 (5)  A
        special
        Qualified Non-Elective Contribution may be made on behalf of Non-Highly
        Compensated Participants in an amount sufficient to satisfy (or to prevent
        an
        anticipated failure of) one of the tests set forth in Section 4.7. Such
        contribution shall be allocated to the Non-Highly Compensated Participant
        having
        the lowest 414(s) Compensation, until one of the tests set forth in
        Section 4.7 is satisfied (or is anticipated to be satisfied), or until such
        Non-Highly Compensated Participant has received the maximum "annual addition"
        pursuant to Section 4.9. This process shall continue until one of the tests
        set forth in Section 4.7 is satisfied (or is anticipated to be
        satisfied).
 
 Notwithstanding
        the above, at the Employer's discretion, Non-Highly Compensated Participants
        who
        are not employed at the end of the Plan Year (or at the end of the prior
        Plan
        Year if the prior year testing method is being used) shall not be eligible
        to
        receive a special Qualified Non-Elective Contribution and shall be
        disregarded.
 
 Notwithstanding
        the above, for Plan Years beginning after December 31, 1998, if the testing
        method changes from the current year testing method to the prior year testing
        method, then for purposes of preventing the double counting of Qualified
        Non-Elective Contributions for the first testing year for which the change
        is
        effective, any special Qualified Non-Elective Contribution on behalf of
        Non-Highly Compensated Participants used to satisfy the "Actual Deferral
        Percentage" or "Actual Contribution Percentage" test under the current year
        testing method for the prior year testing year shall be
        disregarded.
 
 (g)  Any
        Excess Aggregate Contributions (and Income) which are distributed on or after
        2 1/2 months after the end of the Plan Year shall be subject to the ten
        percent (10%) Employer excise tax imposed by Code Section 4979.
  36
  4.9
        MAXIMUM ANNUAL ADDITIONS
 
 (a)  Notwithstanding
        the foregoing, for "limitation years" beginning after December 31, 1994,
        the
        maximum "annual additions" credited to a Participant's accounts for any
        "limitation year" shall equal the lesser of: (1) $30,000 adjusted annually
        as provided in Code Section 415(d) pursuant to the Regulations, or
        (2) twenty-five percent (25%) of the Participant's "415 Compensation" for
        such "limitation year." If the Employer contribution that would otherwise
        be
        contributed or allocated to the Participant's accounts would cause the "annual
        additions" for the "limitation year" to exceed the maximum "annual additions,"
        the amount contributed or allocated will be reduced so that the "annual
        additions" for the "limitation year" will equal the maximum "annual additions,"
        and any amount in excess of the maximum "annual additions," which would have
        been allocated to such Participant may be allocated to other Participants.
        For
        any short "limitation year," the dollar limitation in (1) above shall be
        reduced
        by a fraction, the numerator of which is the number of full months in the
        short
        "limitation year" and the denominator of which is twelve (12).
 
 (b)  For
        purposes of applying the limitations of Code Section 415, "annual
        additions" means the sum credited to a Participant's accounts for any
        "limitation year" of (1) Employer contributions, (2) Employee
        contributions, (3) forfeitures, (4) amounts allocated, after
        March 31, 1984, to an individual medical account, as defined in Code
        Section 415(l)(2) which is part of a pension or annuity plan maintained by
        the Employer and (5) amounts derived from contributions paid or accrued
        after December 31, 1985, in taxable years ending after such date,
        which are attributable to post-retirement medical benefits allocated to the
        separate account of a key employee (as defined in Code Section 419A(d)(3))
        under a welfare benefit plan (as defined in Code Section 419(e)) maintained
        by the Employer. Except, however, the "415 Compensation" percentage limitation
        referred to in paragraph (a)(2) above shall not apply to: (1) any
        contribution for medical benefits (within the meaning of Code
        Section 419A(f)(2)) after separation from service which is otherwise
        treated as an "annual addition," or (2) any amount otherwise treated as an
        "annual addition" under Code Section 415(l)(1).
 
 (c)  For
        purposes of applying the limitations of Code Section 415, the transfer of
        funds from one qualified plan to another is not an "annual addition." In
        addition, the following are not Employee contributions for the purposes of
        Section 4.9(b)(2): (1) rollover contributions (as defined in Code Sections
        402(e)(6), 403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of loans
        made to a Participant from the Plan; (3) repayments of distributions
        received by an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs);
        (4) repayments of distributions received by an Employee pursuant to Code
        Section 411(a)(3)(D) (mandatory contributions); and (5) Employee
        contributions to a simplified employee pension excludable from gross income
        under Code Section 408(k)(6).
 
 (d)  For
        purposes of applying the limitations of Code Section 415, the "limitation
        year" shall be the Plan Year.
 
 (e)  For
        the
        purpose of this Section, all qualified defined contribution plans (whether
        terminated or not) ever maintained by the Employer shall be treated as one
        defined contribution plan.
 
 (f)  For
        the
        purpose of this Section, if the Employer is a member of a controlled group
        of
        corporations, trades or businesses under common control (as defined by Code
        Section 1563(a) or Code Section 414(b) and (c) as modified by Code
        Section 415(h)), is a member of an affiliated service group (as defined by
        Code Section 414(m)), or is a member of a group of entities required to be
        aggregated pursuant to Regulations under Code Section 414(o), all Employees
        of such Employers shall be considered to be employed by a single
        Employer.
  37
 (g)  For
        the
        purpose of this Section, if this Plan is a Code Section 413(c) plan, each
        Employer who maintains this Plan will be considered to be a separate
        Employer.
 
 (h)(1)  If
        a
        Participant participates in more than one defined contribution plan maintained
        by the Employer which have different Anniversary Dates, the maximum "annual
        additions" under this Plan shall equal the maximum "annual additions" for
        the
        "limitation year" minus any "annual additions" previously credited to such
        Participant's accounts during the "limitation year."
 
 (2)  If
        a
        Participant participates in both a defined contribution plan subject to Code
        Section 412 and a defined contribution plan not subject to Code
        Section 412 maintained by the Employer which have the same Anniversary
        Date, "annual additions" will be credited to the Participant's accounts under
        the defined contribution plan subject to Code Section 412 prior to
        crediting "annual additions" to the Participant's accounts under the defined
        contribution plan not subject to Code Section 412.
 
 (3)  If
        a
        Participant participates in more than one defined contribution plan not subject
        to Code Section 412 maintained by the Employer which have the same
        Anniversary Date, the maximum "annual additions" under this Plan shall equal
        the
        product of (A) the maximum "annual additions" for the "limitation year"
        minus any "annual additions" previously credited under subparagraphs (1)
        or (2)
        above, multiplied by (B) a fraction (i) the numerator of which is the
        "annual additions" which would be credited to such Participant's accounts
        under
        this Plan without regard to the limitations of Code Section 415 and
        (ii) the denominator of which is such "annual additions" for all plans
        described in this subparagraph.
 
 (i)  Notwithstanding
        anything contained in this Section to the contrary, the limitations, adjustments
        and other requirements prescribed in this Section shall at all times comply
        with
        the provisions of Code Section 415 and the Regulations
        thereunder.
 
 4.10
        ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS
 
 (a)  If,
        as a
        result of a reasonable error in estimating a Participant's Compensation,
        a
        reasonable error in determining the amount of elective deferrals (within
        the
        meaning of Code Section 402(g)(3)) that may be made with respect to any
        Participant under the limits of Section 4.9 or other facts and
        circumstances to which Regulation 1.415-6(b)(6) shall be applicable, the
        "annual
        additions" under this Plan would cause the maximum "annual additions" to
        be
        exceeded for any Participant, the "excess amount" will be disposed of in
        one of
        the following manners, as uniformly determined by the Administrator for all
        Participants similarly situated.
  38
  (1)  Any
        matched Deferred Compensation and Employer matching contributions which relate
        to such Deferred Compensation will be proportionately reduced to the extent
        they
        would reduce the "excess amount." The Deferred Compensation (and for "limitation
        years" beginning after December 31, 1995, any gains attributable to such
        Deferred Compensation) will be distributed to the Participant and the Employer
        matching contributions (and for "limitation years" beginning after
        December 31, 1995, any gains attributable to such matching contributions)
        will be used to reduce the Employer contribution in the next "limitation
        year";
 
 (2)  If,
        after
        the application of subparagraph (1) above, an "excess amount" still exists,
        and
        the Participant is covered by the Plan at the end of the "limitation year,"
        the
        "excess amount" will be used to reduce the Employer contribution for such
        Participant in the next "limitation year," and each succeeding "limitation
        year"
        if necessary;
 
 (3)  If,
        after
        the application of subparagraphs (1) and (2) above, an "excess amount" still
        exists, and the Participant is not covered by the Plan at the end of the
        "limitation year," the "excess amount" will be held unallocated in a "Section
        415 suspense account." The "Section 415 suspense account" will be applied
        to
        reduce future Employer contributions for all remaining Participants in the
        next
        "limitation year," and each succeeding "limitation year" if
        necessary;
 
 (4)  If
        a
        "Section 415 suspense account" is in existence at any time during the
        "limitation year" pursuant to this Section, it will not participate in the
        allocation of investment gains and losses of the Trust Fund. If a
        "Section 415 suspense account" is in existence at any time during a
        particular "limitation year," all amounts in the "Section 415 suspense
        account" must be allocated and reallocated to Participants' accounts before
        any
        Employer contributions or any Employee contributions may be made to the Plan
        for
        that "limitation year." Except as provided in (1) above, "excess amounts"
        may
        not be distributed to Participants or Former Participants.
 
 (b)  For
        purposes of this Article, "excess amount" for any Participant for a "limitation
        year" shall mean the excess, if any, of (1) the "annual additions" which
        would be credited to the Participant's account under the terms of the Plan
        without regard to the limitations of Code Section 415 over (2) the
        maximum "annual additions" determined pursuant to Section 4.9.
 
 (c)  For
        purposes of this Section, "Section 415 suspense account" shall mean an
        unallocated account equal to the sum of "excess amounts" for all Participants
        in
        the Plan during the "limitation year."
  39
  4.11
        ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS
 
 (a)  With
        the
        consent of the Administrator, amounts may be transferred (within the meaning
        of
        Code Section 414(l)) to this Plan from other tax qualified plans under Code
        Section 401(a) by Eligible Employees, provided the trust from which such
        funds
        are transferred permits the transfer to be made and the transfer will not
        jeopardize the tax exempt status of the Plan or Trust or create adverse tax
        consequences for the Employer. Prior to accepting any transfers to which
        this
        Section applies, the Administrator may require an opinion of counsel that
        the
        amounts to be transferred meet the requirements of this Section. The amounts
        transferred shall be set up in a separate account herein referred to as a
        Participant's Transfer/Rollover Account. Such account shall be fully Vested
        at
        all times and shall not be subject to Forfeiture for any reason.
 
 Except
        as
        permitted by Regulations (including Regulation 1.411(d)-4), amounts attributable
        to elective contributions (as defined in Regulation 1.401(k)-1(g)(3)), including
        amounts treated as elective contributions, which are transferred from another
        qualified plan in a plan-to-plan transfer (other than a direct rollover)
        shall
        be subject to the distribution limitations provided for in Regulation
        1.401(k)-1(d).
 
 (b)  With
        the
        consent of the Administrator, the Plan may accept a "rollover" by Eligible
        Employees, provided the "rollover" will not jeopardize the tax exempt status
        of
        the Plan or create adverse tax consequences for the Employer. Prior to accepting
        any "rollovers" to which this Section applies, the Administrator may require
        the
        Employee to establish (by providing opinion of counsel or otherwise) that
        the
        amounts to be rolled over to this Plan meet the requirements of this Section.
        The amounts rolled over shall be set up in a separate account herein referred
        to
        as a "Participant's Transfer/Rollover Account." Such account shall be fully
        Vested at all times and shall not be subject to Forfeiture for any
        reason.
 
 For
        purposes of this Section, the term "qualified plan" shall mean any tax qualified
        plan under Code Section 401(a), or, any other plans from which
        distributions are eligible to be rolled over into this Plan pursuant to the
        Code. The term "rollover" means: (i) amounts transferred to this Plan
        directly from another qualified plan; (ii) distributions received by an
        Employee from other "qualified plans" which are eligible for tax-free rollover
        to a "qualified plan" and which are transferred by the Employee to this Plan
        within sixty (60) days following receipt thereof; (iii) amounts transferred
        to this Plan from a conduit individual retirement account provided that the
        conduit individual retirement account has no assets other than assets which
        (A) were previously distributed to the Employee by another "qualified
        plan," (B) were eligible for tax-free rollover to a "qualified plan" and
        (C) were deposited in such conduit individual retirement account within
        sixty (60) days of receipt thereof; (iv) amounts distributed to the
        Employee from a conduit individual retirement account meeting the requirements
        of clause (iii) above, and transferred by the Employee to this Plan within
        sixty (60) days of receipt thereof from such conduit individual retirement
        account; and (v) any other amounts which are eligible to be rolled over to
        this
        Plan pursuant to the Code.
 
 (c)  Amounts
        in a Participant's Transfer/Rollover Account shall be held by the Trustee
        pursuant to the provisions of this Plan and may not be withdrawn by, or
        distributed to the Participant, in whole or in part, except as provided in
        paragraph (d) of this Section. The Trustee shall have no duty or responsibility
        to inquire as to the propriety of the amount, value or type of assets
        transferred, nor to conduct any due diligence with respect to such assets;
        provided, however, that such assets are otherwise eligible to be held by
        the
        Trustee under the terms of this Plan.
  40
  (d)  The
        Administrator, at the election of the Participant, shall direct the Trustee
        to
        distribute all or a portion of the amount credited to the Participant's
        Transfer/Rollover Account. Any distributions of amounts held in a Participant's
        Transfer/Rollover Account shall be made in a manner which is consistent with
        and
        satisfies the provisions of Section 6.5, including, but not limited to, all
        notice and consent requirements of Code Section 411(a)(11) and the Regulations
        thereunder. Furthermore, such amounts shall be considered as part of a
        Participant's benefit in determining whether an involuntary cash-out of benefits
        may be made without Participant consent.
 
 (e)  The
        Administrator may direct that Employee transfers and rollovers made after
        a
        Valuation Date be segregated into a separate account for each Participant
        until
        such time as the allocations pursuant to this Plan have been made, at which
        time
        they may remain segregated or be invested as part of the general Trust Fund
        or
        be directed by the Participant pursuant to Section 4.12.
 
 (f)  This
        Plan
        shall not accept any direct or indirect transfers (as that term is defined
        and
        interpreted under Code Section 401(a)(11) and the Regulations thereunder)
        from a defined benefit plan, money purchase plan (including a target benefit
        plan), stock bonus or profit sharing plan which would otherwise have provided
        for a life annuity form of payment to the Participant.
 
 (g)  Notwithstanding
        anything herein to the contrary, a transfer directly to this Plan from another
        qualified plan (or a transaction having the effect of such a transfer) shall
        only be permitted if it will not result in the elimination or reduction of
        any
        "Section 411(d)(6) protected benefit" as described in
        Section 8.1.
 
 4.12
        DIRECTED INVESTMENT ACCOUNT
 
 (a)  Participants
        may, subject to a procedure established by the Administrator (the Participant
        Direction Procedures) and applied in a uniform nondiscriminatory manner,
        direct
        the Trustee, in writing (or in such other form which is acceptable to the
        Trustee), to invest all of their accounts in specific assets, specific funds
        or
        other investments permitted under the Plan and the Participant Direction
        Procedures. That portion of the interest of any Participant so directing
        will
        thereupon be considered a Participant's Directed Account.
 
 (b)  As
        of
        each Valuation Date, all Participant Directed Accounts shall be charged or
        credited with the net earnings, gains, losses and expenses as well as any
        appreciation or depreciation in the market value using publicly listed fair
        market values when available or appropriate as follows:
 
 (1)  to
        the
        extent that the assets in a Participant's Directed Account are accounted
        for as
        pooled assets or investments, the allocation of earnings, gains and losses
        of
        each Participant's Directed Account shall be based upon the total amount
        of
        funds so invested in a manner proportionate to the Participant's share of
        such
        pooled investment; and
  41
  (2)  to
        the
        extent that the assets in the Participant's Directed Account are accounted
        for
        as segregated assets, the allocation of earnings, gains and losses from such
        assets shall be made on a separate and distinct basis.
 
 (c)  Investment
        directions will be processed as soon as administratively practicable after
        proper investment directions are received from the Participant. No guarantee
        is
        made by the Plan, Employer, Administrator or Trustee that investment directions
        will be processed on a daily basis, and no guarantee is made in any respect
        regarding the processing time of an investment direction. Notwithstanding
        any
        other provision of the Plan, the Employer, Administrator or Trustee reserves
        the
        right to not value an investment option on any given Valuation Date for any
        reason deemed appropriate by the Employer, Administrator or Trustee.
        Furthermore, the processing of any investment transaction may be delayed
        for any
        legitimate business reason (including, but not limited to, failure of systems
        or
        computer programs, failure of the means of the transmission of data, force
        majeure, the failure of a service provider to timely receive values or prices,
        and correction for errors or omissions or the errors or omissions of any
        service
        provider). The processing date of a transaction will be binding for all purposes
        of the Plan and considered the applicable Valuation Date for an investment
        transaction.
 
 (d)  The
        Participant Direction Procedures shall provide an explanation of the
        circumstances under which Participants and their Beneficiaries may give
        investment instructions, including, but need not be limited to, the
        following:
 
 (1)  the
        conveyance of instructions by the Participants and their Beneficiaries to
        invest
        Participant Directed Accounts in Directed Investment Options;
 
 (2)  the
        name,
        address and phone number of the Fiduciary (and, if applicable, the person
        or
        persons designated by the Fiduciary to act on its behalf) responsible for
        providing information to the Participant or a Beneficiary upon request relating
        to the Directed Investment Options;
 
 (3)  applicable
        restrictions on transfers to and from any Designated Investment
        Alternative;
 
 (4)  any
        restrictions on the exercise of voting, tender and similar rights related
        to a
        Directed Investment Option by the Participants or their
        Beneficiaries;
 
 (5)  a
        description of any transaction fees and expenses which affect the balances
        in
        Participant Directed Accounts in connection with the purchase or sale of
        Directed Investment Options; and
  42
  (6)  general
        procedures for the dissemination of investment and other information relating
        to
        the Designated Investment Alternatives as deemed necessary or appropriate,
        including but not limited to a description of the following:
 
 (i)  the
        investment vehicles available under the Plan, including specific information
        regarding any Designated Investment Alternative;
 
 (ii)  any
        designated Investment Managers; and
 
 (iii)  a
        description of the additional information which may be obtained upon request
        from the Fiduciary designated to provide such information.
 
 (e)  Any
        information regarding investments available under the Plan, to the extent
        not
        required to be described in the Participant Direction Procedures, may be
        provided to the Participant in one or more written documents (or in any other
        form including, but not limited to, electronic media) which are separate
        from
        the Participant Direction Procedures and are not thereby incorporated by
        reference into this Plan.
 
 (f)  The
        Administrator may, in its discretion, include in or exclude by amendment
        or
        other action from the Participant Direction Procedures such instructions,
        guidelines or policies as it deems necessary or appropriate to ensure proper
        administration of the Plan, and may interpret the same accordingly.
 
 4.13
        QUALIFIED MILITARY SERVICE
 
 Notwithstanding
        any provision of this Plan to the contrary, effective December 12, 1994,
        contributions, benefits and service will be provided in accordance with Code
        Section 414(u).
 
 ARTICLE
        V
 VALUATIONS
 
 5.1
        VALUATION OF THE TRUST FUND
 
 The
        Administrator shall direct the Trustee, as of each Valuation Date, to determine
        the net worth of the assets comprising the Trust Fund as it exists on the
        Valuation Date. In determining such net worth, the Trustee shall value the
        assets comprising the Trust Fund at their fair market value (or their
        contractual value in the case of a Contract or Policy) as of the Valuation
        Date
        and shall deduct all expenses for which the Trustee has not yet obtained
        reimbursement from the Employer or the Trust Fund. The Trustee may update
        the
        value of any shares held in the Participant Directed Account by reference
        to the
        number of shares held by that Participant, priced at the market value as
        of the
        Valuation Date.
 
 5.2
        METHOD OF VALUATION
 
 In
        determining the fair market value of securities held in the Trust Fund which
        are
        listed on a registered stock exchange, the Administrator shall direct the
        Trustee to value the same at the prices they were last traded on such exchange
        preceding the close of business on the Valuation Date. If such securities
        were
        not traded on the Valuation Date, or if the exchange on which they are traded
        was not open for business on the Valuation Date, then the securities shall
        be
        valued at the prices at which they were last traded prior to the Valuation
        Date.
        Any unlisted security held in the Trust Fund shall be valued at its bid price
        next preceding the close of business on the Valuation Date, which bid price
        shall be obtained from a registered broker or an investment banker. In
        determining the fair market value of assets other than securities for which
        trading or bid prices can be obtained, the Trustee may appraise such assets
        itself, or in its discretion, employ one or more appraisers for that purpose
        and
        rely on the values established by such appraiser or appraisers.
  43
 ARTICLE
        VI
 DETERMINATION
        AND DISTRIBUTION OF BENEFITS
 
 6.1
        DETERMINATION OF BENEFITS UPON RETIREMENT
 
 Every
        Participant may terminate employment with the Employer and retire for the
        purposes hereof on the Participant's Normal Retirement Date or Early Retirement
        Date. However, a Participant may postpone the termination of employment with
        the
        Employer to a later date, in which event the participation of such Participant
        in the Plan, including the right to receive allocations pursuant to
        Section 4.4, shall continue until such Participant's Late Retirement Date.
        Upon a Participant's Retirement Date or attainment of Normal Retirement Date
        without termination of employment with the Employer, or as soon thereafter
        as is
        practicable, the Trustee shall distribute, at the election of the Participant,
        all amounts credited to such Participant's Combined Account in accordance
        with
        Section 6.5.
 
 6.2
        DETERMINATION OF BENEFITS UPON DEATH
 
 (a)  Upon
        the
        death of a Participant before the Participant's Retirement Date or other
        termination of employment, all amounts credited to such Participant's Combined
        Account shall become fully Vested. The Administrator shall direct the Trustee,
        in accordance with the provisions of Sections 6.6 and 6.7, to distribute
        the value of the deceased Participant's accounts to the Participant's
        Beneficiary.
 
 (b)  Upon
        the
        death of a Former Participant, the Administrator shall direct the Trustee,
        in
        accordance with the provisions of Sections 6.6 and 6.7, to distribute any
        remaining Vested amounts credited to the accounts of a deceased Former
        Participant to such Former Participant's Beneficiary.
 
 (c)  Any
        security interest held by the Plan by reason of an outstanding loan to the
        Participant or Former Participant shall be taken into account in determining
        the
        amount of the death benefit.
 
 (d)  The
        Administrator may require such proper proof of death and such evidence of
        the
        right of any person to receive payment of the value of the account of a deceased
        Participant or Former Participant as the Administrator may deem desirable.
        The
        Administrator's determination of death and of the right of any person to
        receive
        payment shall be conclusive.
  44
 
 (e)  The
        Beneficiary of the death benefit payable pursuant to this Section shall be
        the
        Participant's spouse. Except, however, the Participant may designate a
        Beneficiary other than the spouse if:
 
 (1)  the
        spouse has waived the right to be the Participant's Beneficiary, or
 
 (2)  the
        Participant is legally separated or has been abandoned (within the meaning
        of
        local law) and the Participant has a court order to such effect (and there
        is no
        "qualified domestic relations order" as defined in Code Section 414(p)
        which provides otherwise), or
 
 (3)  the
        Participant has no spouse, or
 
 (4)  the
        spouse cannot be located.
 
 In
        such
        event, the designation of a Beneficiary shall be made on a form satisfactory
        to
        the Administrator. A Participant may at any time revoke a designation of
        a
        Beneficiary or change a Beneficiary by filing written (or in such other form
        as
        permitted by the Internal Revenue Service) notice of such revocation or change
        with the Administrator. However, the Participant's spouse must again consent
        in
        writing (or in such other form as permitted by the Internal Revenue Service)
        to
        any change in Beneficiary unless the original consent acknowledged that the
        spouse had the right to limit consent only to a specific Beneficiary and
        that
        the spouse voluntarily elected to relinquish such right.
 
 (f)  In
        the
        event no valid designation of Beneficiary exists, or if the Beneficiary is
        not
        alive at the time of the Participant's death, the death benefit will be paid
        to
        the Participant's estate. If the Beneficiary does not predecease the
        Participant, but dies prior to distribution of the death benefit, the death
        benefit will be paid to the Beneficiary's estate.
 
 (g)  Notwithstanding
        anything in this Section to the contrary, if a Participant has designated
        the
        spouse as a Beneficiary, then a divorce decree or a legal separation that
        relates to such spouse shall revoke the Participant's designation of the
        spouse
        as a Beneficiary unless the decree or a qualified domestic relations order
        (within the meaning of Code Section 414(p)) provides otherwise.
 
 (h)  Any
        consent by the Participant's spouse to waive any rights to the death benefit
        must be in writing (or in such other form as permitted by the Internal Revenue
        Service), must acknowledge the effect of such waiver, and be witnessed by
        a Plan
        representative or a notary public. Further, the spouse's consent must be
        irrevocable and must acknowledge the specific nonspouse
        Beneficiary.
  6.3
        DETERMINATION OF BENEFITS IN EVENT OF DISABILITY
 
 In
        the
        event of a Participant's Total and Permanent Disability prior to the
        Participant's Retirement Date or other termination of employment, all amounts
        credited to such Participant's Combined Account shall become fully Vested.
        In
        the event of a Participant's Total and Permanent Disability, the Administrator,
        in accordance with the provisions of Sections 6.5 and 6.7, shall direct the
        distribution to such Participant of all Vested amounts credited to such
        Participant's Combined Account.
  45
  6.4
        DETERMINATION OF BENEFITS UPON TERMINATION
 
 (a)  If
        a
        Participant's employment with the Employer is terminated for any reason other
        than death, Total and Permanent Disability or retirement, then such Participant
        shall be entitled to such benefits as are provided hereinafter pursuant to
        this
        Section 6.4.
 
 Distribution
        of the funds due to a Terminated Participant shall be made on the occurrence
        of
        an event which would result in the distribution had the Terminated Participant
        remained in the employ of the Employer (upon the Participant's death, Total
        and
        Permanent Disability, Early or Normal Retirement). However, at the election
        of
        the Participant, the Administrator shall direct the Trustee that the entire
        Vested portion of the Terminated Participant's Combined Account be payable
        to
        such Terminated Participant. Any distribution under this paragraph shall
        be
        based upon the quarterly valuation date coinciding with the processing of
        the
        executed benefit election distribution forms by the Plan Administrator for
        the
        Participant and made in a manner which is consistent with and satisfies the
        provisions of Section 6.5, including, but not limited to, all notice and
        consent requirements of Code Section 411(a)(11) and the Regulations
        thereunder.
 
 If,
        for
        Plan Years beginning after August 5, 1997, the value of a Terminated
        Participant's Vested benefit derived from Employer and Employee contributions
        does not exceed $5,000 ($3,500 for Plan Years beginning prior to August 6,
        1997) and, if the distribution is made prior to March 22, 1999, has never
        exceeded $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997)
        at the time of any prior distribution, then the Administrator shall direct
        the
        Trustee to cause the entire Vested benefit to be paid to such Participant
        in a
        single lump sum.
 
 (b)  A
        Participant shall become fully Vested immediately upon entry into the
        Plan.
  46
  (c)  The
        computation of a Participant's nonforfeitable percentage of such Participant's
        interest in the Plan shall not be reduced as the result of any direct or
        indirect amendment to this Plan. In the event that the Plan is amended to
        change
        or modify any vesting schedule, or if the Plan is amended in any way that
        directly or indirectly affects the computation of the Participant's
        nonforfeitable percentage, or if the Plan is deemed amended by an automatic
        change to a top heavy vesting schedule, then each Participant with at least
        three (3) Years of Service as of the expiration date of the election period
        may
        elect to have such Participant's nonforfeitable percentage computed under
        the
        Plan without regard to such amendment or change. If a Participant fails to
        make
        such election, then such Participant shall be subject to the new vesting
        schedule. The Participant's election period shall commence on the adoption
        date
        of the amendment and shall end sixty (60) days after the latest of:
 
 (1)  the
        adoption date of the amendment,
 
 (2)  the
        effective date of the amendment, or
 
 (3)  the
        date
        the Participant receives written notice of the amendment from the Employer
        or
        Administrator.
 
 6.5
        DISTRIBUTION OF BENEFITS
 
 (a)  The
        Administrator, pursuant to the election of the Participant, shall direct
        the
        Trustee to distribute to a Participant or such Participant's Beneficiary
        any
        amount to which the Participant is entitled under the Plan in one lump-sum
        payment in cash.
 
 (b)  Any
        distribution to a Participant, for Plan Years beginning after August 5,
        1997, who has a benefit which exceeds $5,000 ($3,500 for Plan Years beginning
        prior to August 6, 1997) or, if the distribution is made prior to
        March 22, 1999, has ever exceeded $5,000 ($3,500 for Plan Years beginning
        prior to August 6, 1997) at the time of any prior distribution, shall
        require such Participant's written (or in such other form as permitted by
        the
        Internal Revenue Service) consent if such distribution occurs prior to the
        time
        the benefit is "immediately distributable." A benefit is "immediately
        distributable" if any part of the benefit could be distributed to the
        Participant (or surviving spouse) before the Participant attains (or would
        have
        attained if not deceased) the later of the Participant's Normal Retirement
        Age
        or age 62.
 
 (c)  The
        following rules will apply to the consent requirements set forth in subsection
        (b):
 
 (1)  The
        Participant must be informed of the right to defer receipt of the distribution.
        If a Participant fails to consent, it shall be deemed an election to defer
        the
        distribution of any benefit. However, any election to defer the receipt of
        benefits shall not apply with respect to distributions which are required
        under
        Section  6.5(d).
 
 (2)  Notice
        of
        the rights specified under this paragraph shall be provided no less than
        thirty
        (30) days and no more than ninety (90) days before the date the distribution
        commences.
 
 (3)  Written
        (or such other form as permitted by the Internal Revenue Service) consent
        of the
        Participant to the distribution must not be made before the Participant receives
        the notice and must not be made more than ninety (90) days before the date
        the
        distribution commences.
 
 (4)  No
        consent shall be valid if a significant detriment is imposed under the Plan
        on
        any Participant who does not consent to the distribution.
 
 47
  Any
        such
        distribution may commence less than thirty
        (30) days
        after the notice required under Regulation 1.411(a)-11(c) is given, provided
        that: (1) the Administrator clearly informs the Participant that the
        Participant has a right to a period of at least thirty
        (30) days
        after receiving the notice to consider the decision of whether or not to
        elect a
        distribution (and, if applicable, a particular distribution option), and
        (2) the Participant, after receiving the notice, affirmatively elects a
        distribution.
 
 (d)  Notwithstanding
        any provision in the Plan to the contrary, the distribution of a Participant's
        benefits made on or after January 1, 1997 shall be made in accordance with
        the
        following requirements and shall otherwise comply with Code
        Section 401(a)(9) and the Regulations thereunder (including Regulation
        1.401(a)(9) - 2),
        the
        provisions of which are incorporated herein by reference:
 
 (1)  A
        Participant's benefits shall be distributed or must begin to be distributed
        not
        later than the April 1st of the calendar year following the calendar year
        in which the Participant attains age 70 1/2. Such distribution shall be
        equal to or greater than any required distribution. However, a Participant
        who
        is not a "five (5) percent owner" and who attains age 70 1/2 in or after a
        calendar year that begins after the later of (i) December 31, 1998, or
        (ii) the adoption date of an amendment eliminating the required
        distribution provided in the first sentence of this paragraph, provided that
        the
        adoption date is no later than the last day of any remedial amendment period
        that applies to the Plan for changes under the Small Business Job Protection
        Act
        of 1996, shall have such benefits distributed or must begin to be distributed
        not later than the April 1st of the calendar year following the later of
        (i) the calendar year in which the Participant attains age 70 1/2 or
        (ii) the calendar year in which the Participant retires.
 
 (2)  Distributions
        to a Participant and the Participant's Beneficiaries shall only be made in
        accordance with the incidental death benefit requirements of Code
        Section 401(a)(9)(G) and the Regulations thereunder.
 
 With
        respect to distributions under the Plan made for calendar years beginning
        on or
        after January 1, 2002, the Plan will apply the minimum distribution
        requirements of Code Section 401(a)(9) in accordance with the Regulations
        under Code Section 401(a)(9) that were proposed on January 17, 2001,
        notwithstanding any provision of the Plan to the contrary. This amendment
        shall
        continue in effect until the end of the last calendar year beginning before
        the
        effective date of final Regulations under Code Section 401(a)(9) or such
        other
        date specified in guidance published by the Internal Revenue
        Service.
 
 (e)  For
        purposes of this Section, the life expectancy of a Participant and a
        Participant's spouse shall not be redetermined in accordance with Code Section
        401(a)(9)(D). Life expectancy and joint and last survivor expectancy shall
        be
        computed using the return multiples in Tables V and VI of
        Regulation 1.72-9.
  (f)  All
        annuity Contracts under this Plan shall be non-transferable when distributed.
        Furthermore, the terms of any annuity Contract purchased and distributed
        to a
        Participant or spouse shall comply with all of the requirements of the
        Plan.
  48
 6.6
        DISTRIBUTION OF BENEFITS UPON DEATH
 
 (a)  The
        death
        benefit payable pursuant to Section 6.2 shall be paid to the Participant's
        Beneficiary in one lump-sum payment in cash subject to the rules of
        Section 6.6(b).
 
 (b)  Notwithstanding
        any provision in the Plan to the contrary, distributions upon the death of
        a
        Participant shall be made in accordance with the following requirements and
        shall otherwise comply with Code Section 401(a)(9) and the Regulations
        thereunder. If it is determined, pursuant to Regulations, that the distribution
        of a Participant's interest has begun and the Participant dies before the
        entire
        interest has been distributed, the remaining portion of such interest shall
        be
        distributed at least as rapidly as under the method of distribution selected
        pursuant to Section 6.5 as of the date of death. If a Participant dies before
        receiving any distributions of the interest in the Plan or before distributions
        are deemed to have begun pursuant to Regulations, then the death benefit
        shall
        be distributed to the Participant's Beneficiaries by December 31st of the
        calendar year in which the fifth anniversary of the Participant's date of
        death
        occurs.
 
 However,
        the 5-year distribution requirement of the preceding paragraph shall not
        apply
        to any portion of the deceased Participant's interest which is payable to
        or for
        the benefit of a designated Beneficiary. In such event, such portion may,
        at the
        election of the Participant (or the Participant's designated Beneficiary)
        be
        distributed over a period not extending beyond the life expectancy of such
        designated Beneficiary provided such distribution begins not later than
        December 31st of the calendar year immediately following the calendar year
        in which the Participant died. However, in the event the Participant's spouse
        (determined as of the date of the Participant's death) is the designated
        Beneficiary, the requirement that distributions commence within one year
        of a
        Participant's death shall not apply. In lieu thereof, distributions must
        commence on or before the later of: (1) December 31st of the calendar
        year immediately following the calendar year in which the Participant died;
        or
        (2) December 31st of the calendar year in which the Participant would
        have attained age 70 1/2. If the surviving spouse dies before distributions
        to such spouse begin, then the 5-year distribution requirement of this Section
        shall apply as if the spouse was the Participant.
 
 (c)  For
        purposes of this Section, any amount paid to a child of the Participant will
        be
        treated as if it had been paid to the surviving spouse if the amount becomes
        payable to the surviving spouse when the child reaches the age of
        majority.
 
 6.7
        TIME
        OF SEGREGATION OR DISTRIBUTION
 
 Except
        as
        limited by Sections 6.5 and 6.6, whenever the Trustee is to make a distribution
        the distribution may be made on such date or as soon thereafter as is
        practicable. However, unless a Former Participant elects in writing to defer
        the
        receipt of benefits (such election may not result in a death benefit that
        is
        more than incidental), the payment of benefits shall occur not later than
        the
        sixtieth (60th) day after the close of the Plan Year in which the latest
        of the
        following events occurs: (a) the date on which the Participant attains the
        earlier of age 65 or the Normal Retirement Age specified herein; (b) the
        tenth (10th) anniversary of the year in which the Participant commenced
        participation in the Plan; or (c) the date the Participant terminates
        service with the Employer.
  49
  Notwithstanding
        the foregoing, the failure of a Participant to consent to a distribution
        that is
        "immediately distributable" (within the meaning of Section 6.5), shall be
        deemed to be an election to defer the commencement of payment of any benefit
        sufficient to satisfy this Section.
 
 6.8
        DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY
 
 In
        the
        event a distribution is to be made to a minor or incompetent Beneficiary,
        then
        the Administrator may direct that such distribution be paid to the legal
        guardian, or if none in the case of a minor Beneficiary, to a parent of such
        Beneficiary or a responsible adult with whom the Beneficiary maintains
        residence, or to the custodian for such Beneficiary under the Uniform Gift
        to
        Minors Act or Gift to Minors Act, if such is permitted by the laws of the
        state
        in which said Beneficiary resides. Such a payment to the legal guardian,
        custodian or parent of a minor Beneficiary shall fully discharge the Trustee,
        Employer, and Plan from further liability on account thereof.
 
 6.9
        LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN
 
 In
        the
        event that all, or any portion, of the distribution payable to a Participant
        or
        Beneficiary hereunder shall, at the later of the Participant's attainment
        of
        age 62 or Normal Retirement Age, remain unpaid solely by reason of the
        inability of the Administrator, after sending a registered letter, return
        receipt requested, to the last known address, and after further diligent
        effort,
        to ascertain the whereabouts of such Participant or Beneficiary, the amount
        so
        distributable shall be treated as a Forfeiture pursuant to the Plan.
        Notwithstanding the foregoing, effective January 1, 1997, or if later, the
        adoption date of this amendment and restatement, if the value of a Participant's
        Vested benefit derived from Employer and Employee contributions does not
        exceed
        $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997), then the
        amount distributable may, in the sole discretion of the Administrator, either
        be
        treated as a Forfeiture, or be paid directly to an individual retirement
        account
        described in Code Section 408(a) or an individual retirement annuity
        described in Code Section 408(b) at the time it is determined that the
        whereabouts of the Participant or the Participant's Beneficiary cannot be
        ascertained. In the event a Participant or Beneficiary is located subsequent
        to
        the Forfeiture, such benefit shall be restored, first from Forfeitures, if
        any,
        and then from an additional Employer contribution if necessary. However,
        regardless of the preceding, a benefit which is lost by reason of escheat
        under
        applicable state law is not treated as a Forfeiture for purposes of this
        Section
        nor as an impermissable forfeiture under the Code.
  50
  6.10
        ADVANCE DISTRIBUTION FOR HARDSHIP
 
 (a)  The
        Administrator, at the election of the Participant, shall direct the Trustee
        to
        distribute to any Participant in any one Plan Year up to the lesser of 100%
        of
        the Participant's Elective Account valued as of the last Valuation Date or
        the
        amount necessary to satisfy the immediate and heavy financial need of the
        Participant. Any distribution made pursuant to this Section shall be deemed
        to
        be made as of the first day of the Plan Year or, if later, the Valuation
        Date
        immediately preceding the date of distribution, and the Participant's Elective
        Account shall be reduced accordingly. Withdrawal under this Section is deemed
        to
        be on account of an immediate and heavy financial need of the Participant
        only
        if the withdrawal is for:
 
 (1)  Medical
        expenses described in Code Section 213(d) incurred by the Participant, the
        Participant's spouse, or any of the Participant's dependents (as defined
        in Code
        Section 152) or necessary for these persons to obtain medical care as
        described in Code Section 213(d);
 
 (2)  The
        costs
        directly related to the purchase (excluding mortgage payments) of a principal
        residence for the Participant;
 
 (3)  Payment
        of tuition, related educational fees, and room and board expenses for the
        next
        twelve (12) months of post-secondary education for the Participant and the
        Participant's spouse, children, or dependents; or
 
 (4)  Payments
        necessary to prevent the eviction of the Participant from the Participant's
        principal residence or foreclosure on the mortgage on that
        residence.
 
 (b)  No
        distribution shall be made pursuant to this Section unless the Administrator,
        based upon the Participant's representation and such other facts as are known
        to
        the Administrator, determines that all of the following conditions are
        satisfied:
 
 (1)  The
        distribution is not in excess of 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;
 
 (2)  The
        Participant has obtained all distributions, other than hardship distributions,
        and all nontaxable (at the time of the loan) loans currently available under
        all
        plans maintained by the Employer;
 
 (3)  The
        Plan,
        and all other plans maintained by the Employer, provide that the Participant's
        elective deferrals and after-tax voluntary Employee contributions will be
        suspended for at least twelve (12) months after receipt of the hardship
        distribution or, the Participant, pursuant to a legally enforceable agreement,
        will suspend elective deferrals and after-tax voluntary Employee contributions
        to the Plan and all other plans maintained by the Employer for at least twelve
        (12) months after receipt of the hardship distribution; and
 
 (4)  The
        Plan,
        and all other plans maintained by the Employer, provide that the Participant
        may
        not make elective deferrals for the Participant's taxable year immediately
        following the taxable year of the hardship distribution in excess of the
        applicable limit under Code Section 402(g) for such next taxable year less
        the amount of such Participant's elective deferrals for the taxable year
        of the
        hardship distribution.
  51
  (c)  Notwithstanding
        the above, distributions from the Participant's Elective Account pursuant
        to
        this Section shall be limited solely to the Participant's total Deferred
        Compensation as of the date of distribution, reduced by the amount of any
        previous distributions pursuant to this Section.
 
 (d)  Any
        distribution made pursuant to this Section shall be made in a manner which
        is
        consistent with and satisfies the provisions of Section 6.5, including, but
        not
        limited to, all notice and consent requirements of Code Section 411(a)(11)
        and
        the Regulations thereunder.
 
 6.11
        QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION
 
 All
        rights and benefits, including elections, provided to a Participant in this
        Plan
        shall be subject to the rights afforded to any "alternate payee" under a
        "qualified domestic relations order." Furthermore, a distribution to an
        "alternate payee" shall be permitted if such distribution is authorized by
        a
        "qualified domestic relations order," even if the affected Participant has
        not
        separated from service and has not reached the "earliest retirement age"
        under
        the Plan. For the purposes of this Section, "alternate payee," "qualified
        domestic relations order" and "earliest retirement age" shall have the meaning
        set forth under Code Section 414(p).
 
 ARTICLE
        VII
 TRUSTEE
 
 7.1
        BASIC
        RESPONSIBILITIES OF THE TRUSTEE
 
 (a)  The
        Trustee shall have the following categories of responsibilities:
 
 (1)  Consistent
        with the "funding policy and method" determined by the Employer, to invest,
        manage, and control the Plan assets subject, however, to the direction of
        a
        Participant with respect to Participant Directed Accounts, the Employer or
        an
        Investment Manager appointed by the Employer or any agent of the
        Employer;
 
 (2)  At
        the
        direction of the Administrator, to pay benefits required under the Plan to
        be
        paid to Participants, or, in the event of their death, to their Beneficiaries;
        and
 
 (3)  To
        maintain records of receipts and disbursements and furnish to the Employer
        and/or Administrator for each Plan Year a written annual report pursuant
        to
        Section 7.7.
 
 (b)  In
        the
        event that the Trustee shall be directed by a Participant (pursuant to the
        Participant Direction Procedures), or the Employer, or an Investment Manager
        or
        other agent appointed by the Employer with respect to the investment of any
        or
        all Plan assets, the Trustee shall have no liability with respect to the
        investment of such assets, but shall be responsible only to execute such
        investment instructions as so directed.
  52
  (1)  The
        Trustee shall be entitled to rely fully on the written (or other form acceptable
        to the Administrator and the Trustee, including, but not limited to, voice
        recorded) instructions of a Participant (pursuant to the Participant Direction
        Procedures), or the Employer, or any Fiduciary or nonfiduciary agent of the
        Employer, in the discharge of such duties, and shall not be liable for any
        loss
        or other liability, resulting from such direction (or lack of direction)
        of the
        investment of any part of the Plan assets.
 
 (2)  The
        Trustee may delegate the duty of executing such instructions to any nonfiduciary
        agent, which may be an affiliate of the Trustee or any Plan
        representative.
 
 (3)  The
        Trustee may refuse to comply with any direction from the Participant in the
        event the Trustee, in its sole and absolute discretion, deems such directions
        improper by virtue of applicable law. The Trustee shall not be responsible
        or
        liable for any loss or expense which may result from the Trustee's refusal
        or
        failure to comply with any directions from the Participant.
 
 (4)  Any
        costs
        and expenses related to compliance with the Participant's directions shall
        be
        borne by the Participant's Directed Account, unless paid by the
        Employer.
 
 (c)  If
        there
        shall be more than one Trustee, they shall act by a majority of their number,
        but may authorize one or more of them to sign papers on their
        behalf.
 
 7.2
        INVESTMENT POWERS AND DUTIES OF THE TRUSTEE
 
 (a)  The
        Trustee shall invest and reinvest the Trust Fund to keep the Trust Fund invested
        without distinction between principal and income and in such securities or
        property, real or personal, wherever situated, as the Trustee shall deem
        advisable, including, but not limited to, stocks, common or preferred, open-end
        or closed-end mutual funds, bonds and other evidences of indebtedness or
        ownership, and real estate or any interest therein. The Trustee shall at
        all
        times in making investments of the Trust Fund consider, among other factors,
        the
        short and long-term financial needs of the Plan on the basis of information
        furnished by the Employer. In making such investments, the Trustee shall
        not be
        restricted to securities or other property of the character expressly authorized
        by the applicable law for trust investments; however, the Trustee shall give
        due
        regard to any limitations imposed by the Code or the Act so that at all times
        the Plan may qualify as a qualified Profit Sharing Plan and Trust.
 
 (b)  The
        Trustee may employ a bank or trust company pursuant to the terms of its usual
        and customary bank agency agreement, under which the duties of such bank
        or
        trust company shall be of a custodial, clerical and record-keeping
        nature.
  53
 7.3
        OTHER
        POWERS OF THE TRUSTEE
 
 The
        Trustee, in addition to all powers and authorities under common law, statutory
        authority, including the Act, and other provisions of the Plan, shall have
        the
        following powers and authorities, to be exercised in the Trustee's sole
        discretion:
 
 (a)  To
        purchase, or subscribe for, any securities or other property and to retain
        the
        same. In conjunction with the purchase of securities, margin accounts may
        be
        opened and maintained;
 
 (b)  To
        sell,
        exchange, convey, transfer, grant options to purchase, or otherwise dispose
        of
        any securities or other property held by the Trustee, by private contract
        or at
        public auction. No person dealing with the Trustee shall be bound to see
        to the
        application of the purchase money or to inquire into the validity, expediency,
        or propriety of any such sale or other disposition, with or without
        advertisement;
 
 (c)  To
        vote
        upon any stocks, bonds, or other securities; to give general or special proxies
        or powers of attorney with or without power of substitution; to exercise
        any
        conversion privileges, subscription rights or other options, and to make
        any
        payments incidental thereto; to oppose, or to consent to, or otherwise
        participate in, corporate reorganizations or other changes affecting corporate
        securities, and to delegate discretionary powers, and to pay any assessments
        or
        charges in connection therewith; and generally to exercise any of the powers
        of
        an owner with respect to stocks, bonds, securities, or other property. However,
        the Trustee shall not vote proxies relating to securities for which it has
        not
        been assigned full investment management responsibilities. In those cases
        where
        another party has such investment authority or discretion, the Trustee will
        deliver all proxies to said party who will then have full responsibility
        for
        voting those proxies;
 
 (d)  To
        cause
        any securities or other property to be registered in the Trustee's own name,
        in
        the name of one or more of the Trustee's nominees, in a clearing corporation,
        in
        a depository, or in book entry form or in bearer form, but the books and
        records
        of the Trustee shall at all times show that all such investments are part
        of the
        Trust Fund;
 
 (e)  To
        borrow
        or raise money for the purposes of the Plan in such amount, and upon such
        terms
        and conditions, as the Trustee shall deem advisable; and for any sum so
        borrowed, to issue a promissory note as Trustee, and to secure the repayment
        thereof by pledging all, or any part, of the Trust Fund; and no person lending
        money to the Trustee shall be bound to see to the application of the money
        lent
        or to inquire into the validity, expediency, or propriety of any
        borrowing;
 
 (f)  To
        keep
        such portion of the Trust Fund in cash or cash balances as the Trustee may,
        from
        time to time, deem to be in the best interests of the Plan, without liability
        for interest thereon;
  54
  (g)  To
        accept
        and retain for such time as the Trustee may deem advisable any securities
        or
        other property received or acquired as Trustee hereunder, whether or not
        such
        securities or other property would normally be purchased as investments
        hereunder;
 
 (h)  To
        make,
        execute, acknowledge, and deliver any and all documents of transfer and
        conveyance and any and all other instruments that may be necessary or
        appropriate to carry out the powers herein granted;
 
 (i)  To
        settle, compromise, or submit to arbitration any claims, debts, or damages
        due
        or owing to or from the Plan, to commence or defend suits or legal or
        administrative proceedings, and to represent the Plan in all suits and legal
        and
        administrative proceedings;
 
 (j)  To
        employ
        suitable agents and counsel and to pay their reasonable expenses and
        compensation, and such agent or counsel may or may not be agent or counsel
        for
        the Employer;
 
 (k)  To
        apply
        for and procure from responsible insurance companies, to be selected by the
        Administrator, as an investment of the Trust Fund such annuity, or other
        Contracts (on the life of any Participant) as the Administrator shall deem
        proper; to exercise, at any time or from time to time, whatever rights and
        privileges may be granted under such annuity, or other Contracts; to collect,
        receive, and settle for the proceeds of all such annuity or other Contracts
        as
        and when entitled to do so under the provisions thereof;
 
 (l)  To
        invest
        funds of the Trust in time deposits or savings accounts bearing a reasonable
        rate of interest or in cash or cash balances without liability for interest
        thereon;
 
 (m)  To
        invest
        in Treasury Bills and other forms of United States government
        obligations;
 
 (n)  To
        invest
        in shares of investment companies registered under the Investment Company
        Act of
        1940;
 
 (o)  To
        sell,
        purchase and acquire put or call options if the options are traded on and
        purchased through a national securities exchange registered under the Securities
        Exchange Act of 1934, as amended, or, if the options are not traded on a
        national securities exchange, are guaranteed by a member firm of the New
        York
        Stock Exchange regardless of whether such options are covered;
 
 (p)  To
        deposit monies in federally insured savings accounts or certificates of deposit
        in banks or savings and loan associations;
 
 (q)  To
        pool
        all or any of the Trust Fund, from time to time, with assets belonging to
        any
        other qualified employee pension benefit trust created by the Employer or
        any
        Affiliated Employer, and to commingle such assets and make joint or common
        investments and carry joint accounts on behalf of this Plan and Trust and
        such
        other trust or trusts, allocating undivided shares or interests in such
        investments or accounts or any pooled assets of the two or more trusts in
        accordance with their respective interests;
  55
 (r)  To
        appoint a nonfiduciary agent or agents to assist the Trustee in carrying
        out any
        investment instructions of Participants and of any Investment Manager or
        Fiduciary, and to compensate such agent(s) from the assets of the Plan, to
        the
        extent not paid by the Employer;
 
 (s)  To
        do all
        such acts and exercise all such rights and privileges, although not specifically
        mentioned herein, as the Trustee may deem necessary to carry out the purposes
        of
        the Plan.
 
 7.4
        LOANS
        TO PARTICIPANTS
 
 (a)  The
        Trustee may, in the Trustee's discretion, make loans to Participants and
        Beneficiaries under the following circumstances: (1) loans shall be made
        available to all Participants and Beneficiaries on a reasonably equivalent
        basis; (2) loans shall not be made available to Highly Compensated
        Employees in an amount greater than the amount made available to other
        Participants and Beneficiaries; (3) loans shall bear a reasonable rate of
        interest; (4) loans shall be adequately secured; and (5) loans shall
        provide for periodic repayment over a reasonable period of time.
 
 (b)  Loans
        made pursuant to this Section (when added to the outstanding balance of all
        other loans made by the Plan to the Participant) may, in accordance with
        a
        uniform and nondiscriminatory policy established by the Administrator, be
        limited to the lesser of:
 
 (1)  $50,000
        reduced by the excess (if any) of the highest outstanding balance of loans
        from
        the Plan to the Participant during the one year period ending on the day
        before
        the date on which such loan is made, over the outstanding balance of loans
        from
        the Plan to the Participant on the date on which such loan was made,
        or
 
 (2)  one-half
        (1/2) of the present value of the non-forfeitable accrued benefit of the
        Participant under the Plan.
 
 For
        purposes of this limit, all plans of the Employer shall be considered one
        plan.
 
 (c)  Loans
        shall provide for level amortization with payments to be made not less
        frequently than quarterly over a period not to exceed five (5) years. However,
        loans used to acquire any dwelling unit which, within a reasonable time,
        is to
        be used (determined at the time the loan is made) as a "principal residence"
        of
        the Participant shall provide for periodic repayment over a reasonable period
        of
        time that may exceed five (5) years. For this purpose, a "principal residence"
        has the same meaning as a "principal residence" under Code Section 1034.
        Loan
        repayments may be suspended under this Plan as permitted under Code Section
        414(u)(4).
 
 56
  (d)  Any
        loans
        granted or renewed shall be made pursuant to a Participant loan program.
        Such
        loan program shall be established in writing and must include, but need not
        be
        limited to, the following:
 
 (1)  the
        identity of the person or positions authorized to administer the Participant
        loan program;
 
 (2)  a
        procedure for applying for loans;
 
 (3)  the
        basis
        on which loans will be approved or denied;
 
 (4)  limitations,
        if any, on the types and amounts of loans offered;
 
 (5)  the
        procedure under the program for determining a reasonable rate of
        interest;
 
 (6)  the
        types
        of collateral which may secure a Participant loan; and
 
 (7)  the
        events constituting default and the steps that will be taken to preserve
        Plan
        assets.
 
 Such
        Participant loan program shall be contained in a separate written document
        which, when properly executed, is hereby incorporated by reference and made
        a
        part of the Plan. Furthermore, such Participant loan program may be modified
        or
        amended in writing from time to time without the necessity of amending this
        Section.
 
 (e)  Notwithstanding
        anything in this Plan to the contrary, if a Participant or Beneficiary defaults
        on a loan made pursuant to this Section, then the loan default will be a
        distributable event to the extent permitted by the Code and
        Regulations.
 
 (f)  Notwithstanding
        anything in this Section to the contrary, any loans made prior to the date
        this
        amendment and restatement is adopted shall be subject to the terms of the
        plan
        in effect at the time such loan was made.
 
 7.5
        DUTIES OF THE TRUSTEE REGARDING PAYMENTS
 
 At
        the
        direction of the Administrator, the Trustee shall, from time to time, in
        accordance with the terms of the Plan, make payments out of the Trust Fund.
        The
        Trustee shall not be responsible in any way for the application of such
        payments.
  57
 7.6
        TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES
 
 The
        Trustee shall be paid such reasonable compensation as set forth in the Trustee's
        fee schedule (if the Trustee has such a schedule) or as agreed upon in writing
        by the Employer and the Trustee. However, an individual serving as Trustee
        who
        already receives full-time pay from the Employer shall not receive compensation
        from the Plan. In addition, the Trustee shall be reimbursed for any reasonable
        expenses, including reasonable counsel fees incurred by it as Trustee. Such
        compensation and expenses shall be paid from the Trust Fund unless paid or
        advanced by the Employer. All taxes of any kind whatsoever that may be levied
        or
        assessed under existing or future laws upon, or in respect of, the Trust
        Fund or
        the income thereof, shall be paid from the Trust Fund.
 
 7.7
        ANNUAL REPORT OF THE TRUSTEE
 
 (a)  Within
        a
        reasonable period of time after the later of the Anniversary Date or receipt
        of
        the Employer contribution for each Plan Year, the Trustee, or its agent,
        shall
        furnish to the Employer and Administrator a written statement of account
        with
        respect to the Plan Year for which such contribution was made setting
        forth:
 
 (1)  the
        net
        income, or loss, of the Trust Fund;
 
 (2)  the
        gains, or losses, realized by the Trust Fund upon sales or other disposition
        of
        the assets;
 
 (3)  the
        increase, or decrease, in the value of the Trust Fund;
 
 (4)  all
        payments and distributions made from the Trust Fund; and
 
 (5)  such
        further information as the Trustee and/or Administrator deems
        appropriate.
 
 (b)  The
        Employer, promptly upon its receipt of each such statement of account, shall
        acknowledge receipt thereof in writing and advise the Trustee and/or
        Administrator of its approval or disapproval thereof. Failure by the Employer
        to
        disapprove any such statement of account within thirty (30) days after its
        receipt thereof shall be deemed an approval thereof. The approval by the
        Employer of any statement of account shall be binding on the Employer and
        the
        Trustee as to all matters contained in the statement to the same extent as
        if
        the account of the Trustee had been settled by judgment or decree in an action
        for a judicial settlement of its account in a court of competent jurisdiction
        in
        which the Trustee, the Employer and all persons having or claiming an interest
        in the Plan were parties. However, nothing contained in this Section shall
        deprive the Trustee of its right to have its accounts judicially settled
        if the
        Trustee so desires.
 
 7.8
        AUDIT
 
 (a)  If
        an
        audit of the Plan's records shall be required by the Act and the regulations
        thereunder for any Plan Year, the Administrator shall direct the Trustee
        to
        engage on behalf of all Participants an independent qualified public accountant
        for that purpose. Such accountant shall, after an audit of the books and
        records
        of the Plan in accordance with generally accepted auditing standards, within
        a
        reasonable period after the close of the Plan Year, furnish to the Administrator
        and the Trustee a report of the audit setting forth the accountant's opinion
        as
        to whether any statements, schedules or lists that are required by Act Section
        103 or the Secretary of Labor to be filed with the Plan's annual report,
        are
        presented fairly in conformity with generally accepted accounting principles
        applied consistently.
  58
 
 (b)  All
        auditing and accounting fees shall be an expense of and may, at the election
        of
        the Employer, be paid from the Trust Fund.
 
 (c)  If
        some
        or all of the information necessary to enable the Administrator to comply
        with
        Act Section 103 is maintained by a bank, insurance company, or similar
        institution, regulated, supervised, and subject to periodic examination by
        a
        state or federal agency, then it shall transmit and certify the accuracy
        of that
        information to the Administrator as provided in Act Section 103(b) within
        one
        hundred twenty (120) days after the end of the Plan Year or such other date
        as
        may be prescribed under regulations of the Secretary of Labor.
 
 7.9
        RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE
 
 (a)  Unless
        otherwise agreed to by both the Trustee and the Employer, a Trustee may resign
        at any time by delivering to the Employer, at least thirty (30) days before
        its
        effective date, a written notice of resignation.
 
 (b)  Unless
        otherwise agreed to by both the Trustee and the Employer, the Employer may
        remove a Trustee at any time by delivering to the Trustee, at least thirty
        (30)
        days before its effective date, a written notice of such Trustee's
        removal.
 
 (c)  Upon
        the
        death, resignation, incapacity, or removal of any Trustee, a successor may
        be
        appointed by the Employer; and such successor, upon accepting such appointment
        in writing and delivering same to the Employer, shall, without further act,
        become vested with all the powers and responsibilities of the predecessor
        as if
        such successor had been originally named as a Trustee herein. Until such
        a
        successor is appointed, the remaining Trustee or Trustees shall have full
        authority to act under the terms of the Plan.
 
 (d)  The
        Employer may designate one or more successors prior to the death, resignation,
        incapacity, or removal of a Trustee. In the event a successor is so designated
        by the Employer and accepts such designation, the successor shall, without
        further act, become vested with all the powers and responsibilities of the
        predecessor as if such successor had been originally named as Trustee herein
        immediately upon the death, resignation, incapacity, or removal of the
        predecessor.
 
 (e)  Whenever
        any Trustee hereunder ceases to serve as such, the Trustee shall furnish
        to the
        Employer and Administrator a written statement of account with respect to
        the
        portion of the Plan Year during which the individual or entity served as
        Trustee. This statement shall be either (i) included as part of the annual
        statement of account for the Plan Year required under Section 7.7 or
        (ii) set forth in a special statement. Any such special statement of
        account should be rendered to the Employer no later than the due date of
        the
        annual statement of account for the Plan Year. The procedures set forth in
        Section 7.7 for the approval by the Employer of annual statements of account
        shall apply to any special statement of account rendered hereunder and approval
        by the Employer of any such special statement in the manner provided in Section
        7.7 shall have the same effect upon the statement as the Employer's approval
        of
        an annual statement of account. No successor to the Trustee shall have any
        duty
        or responsibility to investigate the acts or transactions of any predecessor
        who
        has rendered all statements of account required by Section 7.7 and this
        subparagraph.
  59
 7.10
        TRANSFER OF INTEREST
 
 Notwithstanding
        any other provision contained in this Plan, the Trustee at the direction
        of the
        Administrator shall transfer the Vested interest, if any, of a Participant
        to
        another trust forming part of a pension, profit sharing or stock bonus plan
        maintained by such Participant's new employer and represented by said employer
        in writing as meeting the requirements of Code Section 401(a), provided
        that the trust to which such transfers are made permits the transfer to be
        made.
 
 7.11
        TRUSTEE INDEMNIFICATION
 
 The
        Employer agrees to indemnify and hold harmless the Trustee against any and
        all
        claims, losses, damages, expenses and liabilities the Trustee may incur in
        the
        exercise and performance of the Trustee's power and duties hereunder, unless
        the
        same are determined to be due to gross negligence or willful
        misconduct.
 
 7.12
        DIRECT ROLLOVER
 
 (a)  Notwithstanding
        any provision of the Plan to the contrary that would otherwise limit a
        "distributee's" election under this Section, a "distributee" may elect, at
        the
        time and in the manner prescribed by the Administrator, to have any portion
        of
        an "eligible rollover distribution" that is equal to at least $500 paid directly
        to an "eligible retirement plan" specified by the "distributee" in a "direct
        rollover."
 
 (b)  For
        purposes of this Section the following definitions shall apply:
 
 (1)  An
        "eligible rollover distribution" is any distribution of all or any portion
        of
        the balance to the credit of the "distributee," except that an "eligible
        rollover distribution" does not include: any distribution that is one of
        a
        series of substantially equal periodic 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; any distribution to the extent such distribution is required under
        Code
        Section 401(a)(9); the portion of any other distribution that is not
        includible in gross income (determined without regard to the exclusion for
        net
        unrealized appreciation with respect to employer securities); any hardship
        distribution described in Code Section 401(k)(2)(B)(i)(IV) made after
        December 31, 1999; and any other distribution that is reasonably expected
        to total less than $200 during a year.
 
 (2)  An
        "eligible retirement plan" is 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 the
        "distributee's" "eligible rollover distribution." However, in the case of
        an
        "eligible rollover distribution" to the surviving spouse, an "eligible
        retirement plan" is an individual retirement account or individual retirement
        annuity.
  60
 
 (3)  A
        "distributee" includes an Employee or former Employee. In addition, the
        Employee's or former Employee's surviving spouse and the Employee's or former
        Employee's spouse or former spouse who is the alternate payee under a qualified
        domestic relations order, as defined in Code Section 414(p), are
        "distributees" with regard to the interest of the spouse or former
        spouse.
 
 (4)  A
        "direct
        rollover" is a payment by the Plan to the "eligible retirement plan" specified
        by the "distributee."
 
 ARTICLE
        VIII
 AMENDMENT,
        TERMINATION AND MERGERS
 
 8.1
        AMENDMENT
 
 (a)  The
        Employer shall have the right at any time to amend this Plan, subject to
        the
        limitations of this Section. However, any amendment which affects the rights,
        duties or responsibilities of the Trustee or Administrator may only be made
        with
        the Trustee's or Administrator's written consent. Any such amendment shall
        become effective as provided therein upon its execution. The Trustee shall
        not
        be required to execute any such amendment unless the amendment affects the
        duties of the Trustee hereunder.
 
 (b)  No
        amendment to the Plan shall be effective if it authorizes or permits any
        part of
        the Trust Fund (other than such part as is required to pay taxes and
        administration expenses) to be used for or diverted to any purpose other
        than
        for the exclusive benefit of the Participants or their Beneficiaries or estates;
        or causes any reduction in the amount credited to the account of any
        Participant; or causes or permits any portion of the Trust Fund to revert
        to or
        become property of the Employer.
  61
 
 (c)  Except
        as
        permitted by Regulations (including Regulation 1.411(d)-4) or other
        IRS guidance, no Plan amendment or transaction having the effect of a Plan amendment
        (such as a merger, plan transfer or similar transaction) shall be effective
        if
        it eliminates or reduces any "Section 411(d)(6) protected benefit" or adds
        or
        modifies conditions relating to "Section 411(d)(6) protected benefits" which
        results in a further restriction on such benefits unless such "Section 411(d)(6)
        protected benefits" are preserved with respect to benefits accrued as of
        the
        later of the adoption date or effective date of the amendment. "Section
        411(d)(6) protected benefits" are benefits described in Code Section
        411(d)(6)(A), early retirement benefits and retirement-type subsidies, and
        optional forms of benefit. A Plan amendment that eliminates or restricts
        the
        ability of a Participant to receive payment of the Participant's interest
        in the
        Plan under a particular optional form of benefit will be permissible if the
        amendment satisfies the conditions in (1) and (2) below:
 
 (1)  The
        amendment provides a single-sum distribution form that is otherwise identical
        to
        the optional form of benefit eliminated or restricted. For purposes of this
        condition (1), a single-sum distribution form is otherwise identical only
        if it
        is identical in all respects to the eliminated or restricted optional form
        of
        benefit (or would be identical except that it provides greater rights to
        the
        Participant) except with respect to the timing of payments after
        commencement.
 
 (2)  The
        amendment is not effective unless the amendment provides that the amendment
        shall not apply to any distribution with an annuity starting date earlier
        than
        the earlier of: (i) the ninetieth (90th) day after the date the Participant
        receiving the distribution has been furnished a summary that reflects the
        amendment and that satisfies the Act requirements at 29 CFR 2520.104b-3
        (relating to a summary of material modifications) or (ii) the first day of
        the
        second Plan Year following the Plan Year in which the amendment is adopted.
 
 8.2
        TERMINATION
 
 (a)  The
        Employer shall have the right at any time to terminate the Plan by delivering
        to
        the Trustee and Administrator written notice of such termination. Upon any
        full
        or partial termination, all amounts credited to the affected Participants'
        Combined Accounts shall become 100% Vested as provided in Section 6.4 and
        shall
        not thereafter be subject to forfeiture, and all unallocated amounts, including
        Forfeitures, shall be allocated to the accounts of all Participants in
        accordance with the provisions hereof.
 
 (b)  Upon
        the
        full termination of the Plan, the Employer shall direct the distribution
        of the
        assets of the Trust Fund to Participants in a manner which is consistent
        with
        and satisfies the provisions of Section 6.5. Distributions to a Participant
        shall be made in cash or through the purchase of irrevocable nontransferable
        deferred commitments from an insurer. Except as permitted by Regulations,
        the
        termination of the Plan shall not result in the reduction of
        "Section 411(d)(6) protected benefits" in accordance with Section
        8.1(c).
 
 8.3
        MERGER, CONSOLIDATION OR TRANSFER OF ASSETS
 
 This
        Plan
        and Trust may be merged or consolidated with, or its assets and/or liabilities
        may be transferred to any other plan and trust only if the benefits which
        would
        be received by a Participant of this Plan, in the event of a termination
        of the
        Plan immediately after such transfer, merger or consolidation, are at least
        equal to the benefits the Participant would have received if the Plan had
        terminated immediately before the transfer, merger or consolidation, and
        such
        transfer, merger or consolidation does not otherwise result in the elimination
        or reduction of any "Section 411(d)(6) protected benefits" in accordance
        with Section 8.1(c).
  62
 
 ARTICLE
        IX
 TOP
        HEAVY
 
 9.1
        TOP
        HEAVY PLAN REQUIREMENTS
 
 For
        any
        Top Heavy Plan Year, the Plan shall provide the special vesting requirements
        of
        Code Section 416(b) pursuant to Section 6.4 of the Plan and the special
        minimum allocation requirements of Code Section 416(c) pursuant to Section
        4.4 of the Plan.
 
 9.2
        DETERMINATION OF TOP HEAVY STATUS
 
 (a)  This
        Plan
        shall be a Top Heavy Plan for any Plan Year in which, as of the Determination
        Date, (1) the Present Value of Accrued Benefits of Key Employees and
        (2) the sum of the Aggregate Accounts of Key Employees under this Plan and
        all plans of an Aggregation Group, exceeds sixty percent (60%) of the Present
        Value of Accrued Benefits and the Aggregate Accounts of all Key and Non-Key
        Employees under this Plan and all plans of an Aggregation Group.
 
 If
        any
        Participant is a Non-Key Employee for any Plan Year, but such Participant
        was a
        Key Employee for any prior Plan Year, such Participant's Present Value of
        Accrued Benefit and/or Aggregate Account balance shall not be taken into
        account
        for purposes of determining whether this Plan is a Top Heavy Plan (or whether
        any Aggregation Group which includes this Plan is a Top Heavy Group). In
        addition, if a Participant or Former Participant has not performed any services
        for any Employer maintaining the Plan at any time during the five year period
        ending on the Determination Date, any accrued benefit for such Participant
        or
        Former Participant shall not be taken into account for the purposes of
        determining whether this Plan is a Top Heavy Plan.
 
 (b)  Aggregate
        Account: A Participant's Aggregate Account as of the Determination Date is
        the
        sum of:
 
 (1)  the
        Participant's Combined Account balance as of the most recent valuation occurring
        within a twelve (12) month period ending on the Determination Date.
 
 (2)  an
        adjustment for any contributions due as of the Determination Date. Such
        adjustment shall be the amount of any contributions actually made after the
        Valuation Date but due on or before the Determination Date, except for the
        first
        Plan Year when such adjustment shall also reflect the amount of any
        contributions made after the Determination Date that are allocated as of
        a date
        in that first Plan Year.
 
 (3)  any
        Plan
        distributions made within the Plan Year that includes the Determination Date
        or
        within the four (4) preceding Plan Years. However, in the case of distributions
        made after the Valuation Date and prior to the Determination Date, such
        distributions are not included as distributions for top heavy purposes to
        the
        extent that such distributions are already included in the Participant's
        Aggregate Account balance as of the Valuation Date. Notwithstanding anything
        herein to the contrary, all distributions, including distributions under
        a
        terminated plan which if it had not been terminated would have been required
        to
        be included in an Aggregation Group, will be counted. Further, distributions
        from the Plan (including the cash value of life insurance policies) of a
        Participant's account balance because of death shall be treated as a
        distribution for the purposes of this paragraph.
  63
 
 (4)  any
        Employee contributions, whether voluntary or mandatory. However, amounts
        attributable to tax deductible qualified voluntary employee contributions
        shall
        not be considered to be a part of the Participant's Aggregate Account
        balance.
 
 (5)  with
        respect to unrelated rollovers and plan-to-plan transfers (ones which are
        both
        initiated by the Employee and made from a plan maintained by one employer
        to a
        plan maintained by another employer), if this Plan provides the rollovers
        or
        plan-to-plan transfers, it shall always consider such rollovers or plan-to-plan
        transfers as a distribution for the purposes of this Section. If this Plan
        is
        the plan accepting such rollovers or plan-to-plan transfers, it shall not
        consider such rollovers or plan-to-plan transfers as part of the Participant's
        Aggregate Account balance.
 
 (6)  with
        respect to related rollovers and plan-to-plan transfers (ones either not
        initiated by the Employee or made to a plan maintained by the same employer), if
        this Plan provides the rollover or plan-to-plan transfer, it shall not be
        counted as a distribution for purposes of this Section. If this Plan is the
        plan
        accepting such rollover or plan-to-plan transfer, it shall consider such
        rollover or plan-to-plan transfer as part of the Participant's Aggregate
        Account
        balance, irrespective of the date on which such rollover or plan-to-plan
        transfer is accepted.
 
 (7)  For
        the
        purposes of determining whether two employers are to be treated as the same
        employer in (5) and (6) above, all employers aggregated under Code
        Section 414(b), (c), (m) and (o) are treated as the same
        employer.
 
 (c)  "Aggregation
        Group" means either a Required Aggregation Group or a Permissive Aggregation
        Group as hereinafter determined.
 
 (1)  Required
        Aggregation Group: In determining a Required Aggregation Group hereunder,
        each
        plan of the Employer in which a Key Employee is a participant in the Plan
        Year
        containing the Determination Date or any of the four preceding Plan Years,
        and
        each other plan of the Employer which enables any plan in which a Key Employee
        participates to meet the requirements of Code Sections 401(a)(4) or 410,
        will be required to be aggregated. Such group shall be known as a Required
        Aggregation Group.
 
 In
        the
        case of a Required Aggregation Group, each plan in the group will be considered
        a Top Heavy Plan if the Required Aggregation Group is a Top Heavy Group.
        No plan
        in the Required Aggregation Group will be considered a Top Heavy Plan if
        the
        Required Aggregation Group is not a Top Heavy Group.
 64
 (2)  Permissive
        Aggregation Group: The Employer may also include any other plan not required
        to
        be included in the Required Aggregation Group, provided the resulting group,
        taken as a whole, would continue to satisfy the provisions of Code
        Sections 401(a)(4) and 410. Such group shall be known as a Permissive
        Aggregation Group.
 
 In
        the
        case of a Permissive Aggregation Group, only a plan that is part of the Required
        Aggregation Group will be considered a Top Heavy Plan if the Permissive
        Aggregation Group is a Top Heavy Group. No plan in the Permissive Aggregation
        Group will be considered a Top Heavy Plan if the Permissive Aggregation Group
        is
        not a Top Heavy Group.
  (3)  Only
        those plans of the Employer in which the Determination Dates fall within
        the
        same calendar year shall be aggregated in order to determine whether such
        plans
        are Top Heavy Plans.
 
 (4)  An
        Aggregation Group shall include any terminated plan of the Employer if it
        was
        maintained within the last five (5) years ending on the Determination
        Date.
 
 (d)  "Determination
        Date" means (a) the last day of the preceding Plan Year, or (b) in the
        case of the first Plan Year, the last day of such Plan Year.
 
 (e)  Present
        Value of Accrued Benefit: In the case of a defined benefit plan, the Present
        Value of Accrued Benefit for a Participant other than a Key Employee, shall
        be
        as determined using the single accrual method used for all plans of the Employer
        and Affiliated Employers, or if no such single method exists, using a method
        which results in benefits accruing not more rapidly than the slowest accrual
        rate permitted under Code Section 411(b)(1)(C). The determination of the
        Present
        Value of Accrued Benefit shall be determined as of the most recent Valuation
        Date that falls within or ends with the 12-month period ending on the
        Determination Date except as provided in Code Section 416 and the Regulations
        thereunder for the first and second plan years of a defined benefit
        plan.
 
 (f)  "Top
        Heavy Group" means an Aggregation Group in which, as of the Determination
        Date,
        the sum of:
 
 (1)  the
        Present Value of Accrued Benefits of Key Employees under all defined benefit
        plans included in the group, and
 
 (2)  the
        Aggregate Accounts of Key Employees under all defined contribution plans
        included in the group,
 
 exceeds
        sixty percent (60%) of a similar sum determined for all
        Participants.
  65
 
 ARTICLE
        X
 MISCELLANEOUS
 
 10.1
        PARTICIPANT'S RIGHTS
 
 This
        Plan
        shall not be deemed to constitute a contract between the Employer and any
        Participant or to be a consideration or an inducement for the employment
        of any
        Participant or Employee. Nothing contained in this Plan shall be deemed to
        give
        any Participant or Employee the right to be retained in the service of the
        Employer or to interfere with the right of the Employer to discharge any
        Participant or Employee at any time regardless of the effect which such
        discharge shall have upon the Employee as a Participant of this
        Plan.
 
 10.2
        ALIENATION
 
 (a)  Subject
        to the exceptions provided below, and as otherwise permitted by the Code
        and the
        Act, no benefit which shall be payable out of the Trust Fund to any person
        (including a Participant or the Participant's Beneficiary) shall be subject
        in
        any manner to anticipation, alienation, sale, transfer, assignment, pledge,
        encumbrance, or charge, and any attempt to anticipate, alienate, sell, transfer,
        assign, pledge, encumber, or charge the same shall be void; and no such benefit
        shall in any manner be liable for, or subject to, the debts, contracts,
        liabilities, engagements, or torts of any such person, nor shall it be subject
        to attachment or legal process for or against such person, and the same shall
        not be recognized by the Trustee, except to such extent as may be required
        by
        law.
 
 (b)  Subsection
        (a) shall not apply to the extent a Participant or Beneficiary is indebted
        to
        the Plan, by reason of a loan made pursuant to Section 7.4. At the time a
        distribution is to be made to or for a Participant's or Beneficiary's benefit,
        such proportion of the amount to be distributed as shall equal such indebtedness
        shall be paid to the Plan, to apply against or discharge such indebtedness.
        Prior to making a payment, however, the Participant or Beneficiary must be
        given
        written notice by the Administrator that such indebtedness is to be so paid
        in
        whole or part from the Participant's Combined Account. If the Participant
        or
        Beneficiary does not agree that the indebtedness is a valid claim against
        the
        Vested Participant's Combined Account, the Participant or Beneficiary shall
        be
        entitled to a review of the validity of the claim in accordance with procedures
        provided in Sections 2.7 and 2.8.
 
 (c)  Subsection
        (a) shall not apply to a "qualified domestic relations order" defined in
        Code
        Section 414(p), and those other domestic relations orders permitted to be
        so treated by the Administrator under the provisions of the Retirement Equity
        Act of 1984. The Administrator shall establish a written procedure to determine
        the qualified status of domestic relations orders and to administer
        distributions under such qualified orders. Further, to the extent provided
        under
        a "qualified domestic relations order," a former spouse of a Participant
        shall
        be treated as the spouse or surviving spouse for all purposes under the
        Plan.
  66
 (d)  Subsection
        (a) shall not apply to an offset to a Participant's accrued benefit against
        an
        amount that the Participant is ordered or required to pay the Plan with respect
        to a judgment, order, or decree issued, or a settlement entered into, on
        or
        after August 5, 1997, in accordance with Code Sections 401(a)(13)(C) and
        (D).
 
 10.3
        CONSTRUCTION OF PLAN
 
 This
        Plan
        and Trust shall be construed and enforced according to the Code, the Act
        and the
        laws of the State of New York, other than its laws respecting choice of law,
        to
        the extent not pre-empted by the Act.
 
 10.4
        GENDER AND NUMBER
 
 Wherever
        any words are used herein in the masculine, feminine or neuter gender, they
        shall be construed as though they were also used in another gender in all
        cases
        where they would so apply, and whenever any words are used herein in the
        singular or plural form, they shall be construed as though they were also
        used
        in the other form in all cases where they would so apply.
 
 10.5
        LEGAL ACTION
 
 In
        the
        event any claim, suit, or proceeding is brought regarding the Trust and/or
        Plan
        established hereunder to which the Trustee, the Employer or the Administrator
        may be a party, and such claim, suit, or proceeding is resolved in favor
        of the
        Trustee, the Employer or the Administrator, they shall be entitled to be
        reimbursed from the Trust Fund for any and all costs, attorney's fees, and
        other
        expenses pertaining thereto incurred by them for which they shall have become
        liable.
 
 10.6
        PROHIBITION AGAINST DIVERSION OF FUNDS
 
 (a)  Except
        as
        provided below and otherwise specifically permitted by law, it shall be
        impossible by operation of the Plan or of the Trust, by termination of either,
        by power of revocation or amendment, by the happening of any contingency,
        by
        collateral arrangement or by any other means, for any part of the corpus
        or
        income of any Trust Fund maintained pursuant to the Plan or any funds
        contributed thereto to be used for, or diverted to, purposes other than the
        exclusive benefit of Participants, Former Participants, or their
        Beneficiaries.
 
 (b)  In
        the
        event the Employer shall make an excessive contribution under a mistake of
        fact
        pursuant to Act Section 403(c)(2)(A), the Employer may demand repayment of
        such
        excessive contribution at any time within one (1) year following the time
        of
        payment and the Trustees shall return such amount to the Employer within
        the one
        (1) year period. Earnings of the Plan attributable to the contributions may
        not
        be returned to the Employer but any losses attributable thereto must reduce
        the
        amount so returned.
 
 (c)  Except
        for Sections 3.5, 3.6, and 4.1(c), any contribution by the Employer to the
        Trust
        Fund is conditioned upon the deductibility of the contribution by the Employer
        under the Code and, to the extent any such deduction is disallowed, the Employer
        may, within one (1) year following the final determination of the disallowance,
        whether by agreement with the Internal Revenue Service or by final decision
        of a
        competent jurisdiction, demand repayment of such disallowed contribution
        and the
        Trustee shall return such contribution within one (1) year following the
        disallowance. Earnings of the Plan attributable to the contribution may not
        be
        returned to the Employer, but any losses attributable thereto must reduce
        the
        amount so returned.
  67
  10.7
        EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE
 
 The
        Employer, Administrator and Trustee, and their successors, shall not be
        responsible for the validity of any Contract issued hereunder or for the
        failure
        on the part of the insurer to make payments provided by any such Contract,
        or
        for the action of any person which may delay payment or render a Contract
        null
        and void or unenforceable in whole or in part.
 
 10.8
        INSURER'S PROTECTIVE CLAUSE
 
 Except
        as
        otherwise agreed upon in writing between the Employer and the insurer, an
        insurer which issues any Contracts hereunder shall not have any responsibility
        for the validity of this Plan or for the tax or legal aspects of this Plan.
        The
        insurer shall be protected and held harmless in acting in accordance with any
        written direction of the Trustee, and shall have no duty to see to the
        application of any funds paid to the Trustee, nor be required to question
        any
        actions directed by the Trustee. Regardless of any provision of this Plan,
        the
        insurer shall not be required to take or permit any action or allow any benefit
        or privilege contrary to the terms of any Contract which it issues hereunder,
        or
        the rules of the insurer.
 
 10.9
        RECEIPT AND RELEASE FOR PAYMENTS
 
 Any
        payment to any Participant, the Participant's legal representative, Beneficiary,
        or to any guardian or committee appointed for such Participant or Beneficiary
        in
        accordance with the provisions of the Plan, shall, to the extent thereof,
        be in
        full satisfaction of all claims hereunder against the Trustee and the Employer,
        either of whom may require such Participant, legal representative, Beneficiary,
        guardian or committee, as a condition precedent to such payment, to execute
        a
        receipt and release thereof in such form as shall be determined by the Trustee
        or Employer.
 
 10.10
        ACTION BY THE EMPLOYER
 
 Whenever
        the Employer under the terms of the Plan is permitted or required to do or
        perform any act or matter or thing, it shall be done and performed by a person
        duly authorized by its legally constituted authority.
 
 10.11
        NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY
 
 The
        "named Fiduciaries" of this Plan are (1) the Employer, (2) the
        Administrator, (3) the Trustee and (4) any Investment Manager
        appointed hereunder. The named Fiduciaries shall have only those specific
        powers, duties, responsibilities, and obligations as are specifically given
        them
        under the Plan including, but not limited to, any agreement allocating or
        delegating their responsibilities, the terms of which are incorporated herein
        by
        reference. In general, the Employer shall have the sole responsibility for
        making the contributions provided for under Section 4.1; and shall have the
        authority to appoint and remove the Trustee and the Administrator; to formulate
        the Plan's "funding policy and method"; and to amend or terminate, in whole
        or
        in part, the Plan. The Administrator shall have the sole responsibility for
        the
        administration of the Plan, including, but not limited to, the items specified
        in Article II of the Plan, as the same may be allocated or delegated thereunder.
        The Administrator shall act as the named Fiduciary responsible for communicating
        with the Participant according to the Participant Direction Procedures. The
        Trustee shall have the sole responsibility of management of the assets held
        under the Trust, except to the extent directed pursuant to Article II or
        with
        respect to those assets, the management of which has been assigned to an
        Investment Manager, who shall be solely responsible for the management of
        the
        assets assigned to it, all as specifically provided in the Plan. Each named
        Fiduciary warrants that any directions given, information furnished, or action
        taken by it shall be in accordance with the provisions of the Plan, authorizing
        or providing for such direction, information or action. Furthermore, each
        named
        Fiduciary may rely upon any such direction, information or action of another
        named Fiduciary as being proper under the Plan, and is not required under
        the
        Plan to inquire into the propriety of any such direction, information or
        action.
        It is intended under the Plan that each named Fiduciary shall be responsible
        for
        the proper exercise of its own powers, duties, responsibilities and obligations
        under the Plan as specified or allocated herein. No named Fiduciary shall
        guarantee the Trust Fund in any manner against investment loss or depreciation
        in asset value. Any person or group may serve in more than one Fiduciary
        capacity.
  68
 10.12
        HEADINGS
 
 The
        headings and subheadings of this Plan have been inserted for convenience
        of
        reference and are to be ignored in any construction of the provisions
        hereof.
 
 10.13
        APPROVAL BY INTERNAL REVENUE SERVICE
 
 Notwithstanding
        anything herein to the contrary, if, pursuant to an application for
        qualification filed by or on behalf of the Plan by the time prescribed by
        law
        for filing the Employer's return for the taxable year in which the Plan is
        adopted, or such later date that the Secretary of the Treasury may prescribe,
        the Commissioner of Internal Revenue Service or the Commissioner's delegate
        should determine that the Plan does not initially qualify as a tax-exempt
        plan
        under Code Sections 401 and 501, and such determination is not contested,
        or if
        contested, is finally upheld, then if the Plan is a new plan, it shall be
        void
        ab initio and all amounts contributed to the Plan by the Employer, less expenses
        paid, shall be returned within one (1) year and the Plan shall terminate,
        and
        the Trustee shall be discharged from all further obligations. If the
        disqualification relates to an amended plan, then the Plan shall operate
        as if
        it had not been amended.
 
 10.14
        UNIFORMITY
 
 All
        provisions of this Plan shall be interpreted and applied in a uniform,
        nondiscriminatory manner. In the event of any conflict between the terms
        of this
        Plan and any Contract purchased hereunder, the Plan provisions shall
        control.
  69
 ARTICLE
        XI
 PARTICIPATING
        EMPLOYERS
 
 11.1
        ADOPTION BY OTHER EMPLOYERS
 
 Notwithstanding
        anything herein to the contrary, with the consent of the Employer and Trustee,
        any other corporation or entity, whether an affiliate or subsidiary or not,
        may
        adopt this Plan and all of the provisions hereof, and participate herein
        and be
        known as a Participating Employer, by a properly executed document evidencing
        said intent and will of such Participating Employer.
 
 11.2
        REQUIREMENTS OF PARTICIPATING EMPLOYERS
 
 (a)  Each
        such
        Participating Employer shall be required to use the same Trustee as provided
        in
        this Plan.
 
 (b)  The
        Trustee may, but shall not be required to, commingle, hold and invest as
        one
        Trust Fund all contributions made by Participating Employers, as well as
        all
        increments thereof.
 
 (c)  Any
        expenses of the Plan which are to be paid by the Employer or borne by the
        Trust
        Fund shall be paid by each Participating Employer in the same proportion
        that
        the total amount standing to the credit of all Participants employed by such
        Employer bears to the total standing to the credit of all
        Participants.
 
 11.3
        DESIGNATION OF AGENT
 
 Each
        Participating Employer shall be deemed to be a party to this Plan; provided,
        however, that with respect to all of its relations with the Trustee and
        Administrator for the purpose of this Plan, each Participating Employer shall
        be
        deemed to have designated irrevocably the Employer as its agent. Unless the
        context of the Plan clearly indicates the contrary, the word "Employer" shall
        be
        deemed to include each Participating Employer as related to its adoption
        of the
        Plan.
 
 11.4
        EMPLOYEE TRANSFERS
 
 In
        the
        event an Employee is transferred between Participating Employers, accumulated
        service and eligibility shall be carried with the Employee involved. No such
        transfer shall effect a termination of employment hereunder, and the
        Participating Employer to which the Employee is transferred shall thereupon
        become obligated hereunder with respect to such Employee in the same manner
        as
        was the Participating Employer from whom the Employee was
        transferred.
 
 11.5
        PARTICIPATING EMPLOYER CONTRIBUTION AND FORFEITURES
 
 Any
        contribution or Forfeiture subject to allocation during each Plan Year shall
        be
        allocated only among those Participants of the Employer or Participating
        Employers making the contribution or by which the forfeiting Participant
        was
        employed. However, if the contribution is made, or the forfeiting Participant
        was employed, by an Affiliated Employer, in which event such contribution
        or
        Forfeiture shall be allocated among all Participants of all Participating
        Employers who are Affiliated Employers in accordance with the provisions
        of this
        Plan. On the basis of the information furnished by the Administrator, the
        Trustee may keep separate books and records concerning the affairs of each
        Participating Employer hereunder and as to the accounts and credits of the
        Employees of each Participating Employer. The Trustee may, but need not,
        register Contracts so as to evidence that a particular Participating Employer
        is
        the interested Employer hereunder, but in the event of an Employee transfer
        from
        one Participating Employer to another, the employing Participating Employer
        shall immediately notify the Trustee thereof.
  70
  11.6
        AMENDMENT
 
 Amendment
        of this Plan by the Employer at any time when there shall be a Participating
        Employer hereunder shall only be by the written action of each and every
        Participating Employer and with the consent of the Trustee where such consent
        is
        necessary in accordance with the terms of this Plan.
 
 11.7
        DISCONTINUANCE OF PARTICIPATION
 
 Any
        Participating Employer shall be permitted to discontinue or revoke its
        participation in the Plan at any time. At the time of any such discontinuance
        or
        revocation, satisfactory evidence thereof and of any applicable conditions
        imposed shall be delivered to the Trustee. The Trustee shall thereafter
        transfer, deliver and assign Contracts and other Trust Fund assets allocable
        to
        the Participants of such Participating Employer to such new trustee as shall
        have been designated by such Participating Employer, in the event that it
        has
        established a separate qualified retirement plan for its employees provided,
        however, that no such transfer shall be made if the result is the elimination
        or
        reduction of any "Section 411(d)(6) protected benefits" as described in Section
        8.1(c). If no successor is designated, the Trustee shall retain such assets
        for
        the Employees of said Participating Employer pursuant to the provisions of
        Article VII hereof. In no such event shall any part of the corpus or income
        of
        the Trust Fund as it relates to such Participating Employer be used for or
        diverted for purposes other than for the exclusive benefit of the Employees
        of
        such Participating Employer.
 
 11.8
        ADMINISTRATOR'S AUTHORITY
 
 The
        Administrator shall have authority to make any and all necessary rules or
        regulations, binding upon all Participating Employers and all Participants,
        to
        effectuate the purpose of this Article.
  71
  IN
        WITNESS WHEREOF, this Plan has been executed the day and year first above
        written.
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  72